Exhibit 10.2
COMMUNITY FIRST BANK
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT ("AGREEMENT"), MADE AND ENTERED
INTO THIS 9th DAY OF MAY, 1990, BY AND BETWEEN COMMUNITY FIRST BANK,
(HEREINAFTER REFERRED TO AS THE "BANK"), AND XXXXXXXXX X. XXXXXXXX, XX.,
(HEREINAFTER REFERRED TO AS THE "OPTIONEE"):
W I T N E S S E T H:
WHEREAS, the Bank has adopted the 1989 Incentive Stock Option Plan
(hereinafter referred to as the "Plan") in order that selected officers and key
employees of the Bank may acquire a proprietary interest in the Bank upon
favorable terms; and
WHEREAS, the Stock Option Committee of the Board of Directors (the
"Committee") has selected Optionee to participate in the Plan, and desires to
grant to Optionee an option to purchase shares of the Common Stock of the Bank;
NOW, THEREFORE, for and in consideration of the mutual promises,
agreements, and covenants hereinafter set forth and other good and valuable
consideration, the receipt, adequacy, and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF OPTION
Subject to the terms and conditions of the Plan and of this Agreement,
the Bank hereby irrevocably grants to Optionee the right and option (hereinafter
referred to as the "Option") to purchase 25,000 shares of the $5.00 par value
Common Stock of the Bank, subject to reduction and exercisable only in
accordance with paragraph 4 of this Agreement.
2. DATE OF OPTION
The Option hereby granted to Optionee shall be effective as of the date
of this Agreement.
3. OPTION PRICE
The purchase price of each share of Common Stock upon exercise of this
Option shall be $10.00, which price represents the fair market value of each
share of Common Stock of the Bank as of the date of this Agreement. If Optionee
is a Ten Percent Owner as defined in the Plan, then the purchase price
represents 110% of the fair market value of each share.
4. EXERCISE OF OPTION
The Option hereby granted to Optionee shall be exercisable as follows:
(a) Optionee may exercise options for 10,000 of the 25,000 shares for
the first time beginning on the date of this Agreement;
(b) Optionee may exercise options for an additional 10,000 of the
25,000 shares for the first time beginning on the date of the first
anniversary of this Agreement; and
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(c) Optionee may exercise options for the remaining 5,000 of the
25,000 shares for the first time beginning on the date of the second
anniversary of this Agreement.
The South Carolina State Board of Financial Institutions requires that
the option granted to Optionee hereunder must be exercised in full prior to the
expiration of the sixth year after the date of grant or the aggregate number of
shares with respect to which this option may be exercised will thereafter be
reduced as follows:
(a) Optionee may not exercise options with respect to more than 20,000
shares during the period beginning on the date of the sixth anniversary of
this Agreement and ending on the day before the date of the seventh
anniversary of this Agreement;
(b) Optionee may not exercise options with respect to more than 15,000
shares during the period beginning on the date of the seventh anniversary
of this Agreement and ending on the day before the date of the eighth
anniversary of this Agreement;
(c) Optionee may not exercise options with respect to more than 10,000
shares during the period beginning on the date of the eighth anniversary of
this Agreement and ending on the day before the date of the ninth
anniversary of this Agreement.
This Option shall terminate ten (10) years after the date of this
Agreement; provided, however, (a) that no partial exercise of the Option may be
for less than one hundred (100) shares of the number of remaining shares subject
to option hereunder, and (b) that the Option shall not be exercisable prior to
approval of the Plan by the shareholders of the Bank.
5. MANNER OF EXERCISE
The person entitled to exercise the Option may do so by delivering
notice of exercise in a form approved by the Bank, addressed and mailed,
certified mail, post prepaid, to the Bank at its principal office, to the
attention of its cashier. Such notice shall specify the number of shares to be
purchased, the purchase price of each share, and the aggregate purchase price
for all shares being purchased under said notice. Such notice shall be signed by
such person and shall be accompanied by payment in full for such aggregate
purchase price. The Bank, in the event of exercise by a person other than
Optionee, may require proof of the right of such person to exercise the Option.
Upon receipt of the aforementioned notice to purchase, the Bank shall
cause to be issued to the person entitled to purchase the shares subject to
Option under this Agreement stock certificates for the number of shares of the
Bank's Common Stock, fully paid and nonassessable, specified in such notice.
Until such issuance, the Purchaser shall have no rights as a shareholder of the
Bank with respect to the unissued shares.
6. PERSON WHO MAY EXERCISE OPTION
During the lifetime of Optionee, the Option shall be exercisable only
by Optionee. Upon his or her death or legal incapacity, the Option may be
exercised by the Optionee's legal representative, or by a person who acquired
the right to exercise such Option by bequest or inheritance, or by reason of the
death of Optionee.
7. EARLIER TERMINATION OF OPTION
As used herein, "Termination Date" is the date Optionee ceases to be an
employee of the Bank or one of its Subsidiaries.
Notwithstanding the provisions of paragraph 4 hereof, this Option, to
the extent that it is exercisable on the Termination Date, shall terminate on
the date on which the Optionee ceases to be an employee of the Bank or of one of
its Subsidiaries for any other reason other than disability or retirement. This
Option, to the extent that it is
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exercisable on the Termination Date, shall terminate upon the expiration of
ninety (90) days after the date on which the Optionee ceases to be an employee
of the Bank or of one of its Subsidiaries for reasons of disability or
retirement. The Option granted herein may be exercised by Optionee's legal
representative, appointed by reason of the death of Optionee, or by a person who
acquired the right to exercise such Option by bequest or inheritance, or by
reason of the death of Optionee, within twelve (12) months after Optionee's
death; and, further provided, that in no event shall the Option be exercisable
after ten (10) years from the date of this Agreement.
8. TRANSFERABILITY OF OPTION
This Agreement and all option rights hereunder shall be nontransferable
and nonassignable by Optionee or by any other person entitled hereunder to
exercise said Option; provided, however, that upon the death of Optionee the
same shall be transferable by testamentary instrument or, in the event that he
or she shall die intestate, the same may pass by the laws of descent and
distribution of the applicable jurisdiction.
9. ADJUSTMENT OF OPTIONED SHARES
In the event that, after the date of this Agreement, the outstanding
shares of the Common Stock of the Bank shall be increased or decreased or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Bank, or of another corporation or association, as a
result of a reorganization, merger, consolidation, recapitalization, stock
split, combination of shares, or stock split-up effected in the form of a stock
dividend (but not a true stock dividend as determined in accordance with
generally accepted accounting principles), the Committee shall make
proportionate adjustment in the number or kind of shares (to the nearest
possible full share) that shall be subject to Option hereunder or price per
share thereof, or both, in order to preserve Optionee's proportionate interest,
or in order to maintain unchanged the aggregate option price, or both, and such
adjustment shall be effective and binding upon the Bank and Optionee.
10. INCORPORATION OF PLAN PROVISIONS
This Agreement shall be subject to the provisions of the Plan. All
provisions of the Plan are hereby incorporated into this Agreement by reference.
All terms used herein shall be as defined in the Plan.
11. HEIRS AND SUCCESSORS
This Agreement and all terms and conditions hereof shall be binding
upon the parties hereto, and their successors, heirs, legal representatives, and
legatees.
IN WITNESS WHEREOF, the Bank has caused this Agreement to be executed
by its President and its corporate seal to be hereto affixed and attested by its
Cashier; and Optionee has executed this Agreement under his or her seal, all as
of the date and year first above written.
[SIGNATURES OMITTED]
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