Exhibit 99.3
FIRST AMENDMENT
TO
NONQUALIFIED STOCK OPTION AGREEMENT
Option No. 2005-053-NQO
Granted: April 27, 2006
First Amendment to Nonqualified Stock Option Agreement (this
"First Amendment") dated as of December 29, 2006 by and between
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Coast Financial Holdings, Inc., a Florida corporation (the
"Corporation"), and ▇▇▇▇ ▇. ▇▇▇▇▇ (the "Optionee").
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PREAMBLE
WHEREAS, pursuant to an Nonqualified Stock Option Agreement,
dated as of April 27, 2006 ("Option Agreement"), the Optionee was
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granted options (Option No. 2005-053-NQO) to purchase shares of
common stock, $5.00 par value per share, of the Corporation under
the terms and conditions set forth therein and under the Coast
Financial Holdings, Inc. 2005 Stock Incentive Plan (the "2005
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Plan");
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WHEREAS, the Optionee, a director of both the Corporation
and its wholly-owned subsidiary, Coast Bank of Florida (the
"Bank"), has tendered his resignation from his director positions
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with the Corporation and the Bank, under the terms of his Option
Agreement the options granted thereunder are scheduled to
terminate three months following the date of such resignation;
WHEREAS, the Corporation desires to revise the terms of the
Option Agreement so that such options do not terminate prior to
their stated expiration date due to the Optionee's resignation;
and
WHEREAS, the parties here to now desire to amend the Option
Agreement on the terms and conditions set forth herein for the
purpose of making certain mutually agreed revisions to the Option
Agreement;
NOW, THEREFORE, in consideration of the above and the mutual
representations, warranties, covenants, and agreements herein
contained, the parties hereby agree as follows:
1. Amendments to the Option Agreement. Section 3 of the
Option Agreement is hereby amended by deleting Section 3(c)
thereof in its entirety.
2. Defined Terms. All terms which are capitalized but are
not otherwise defined herein shall have the meanings ascribed to
them in the Option Agreement.
3. Inconsistent Provisions. All provisions of the Option
Agreement which have not been amended by this First Amendment
shall remain in full force and effect. Notwithstanding the
foregoing to the contrary, to the extent that there is any
inconsistency between the provisions of the Option Agreement and
the provisions of this First Amendment, the provisions of this
First Amendment shall control and be binding.
4. Counterparts. The First Amendment may be executed in
one or more counterparts, all of which taken together shall
constitute a single instrument. Execution and delivery may be by
facsimile transmission.
IN WITNESS WHEREOF, each of the parties has caused this
First Amendment to be executed on its behalf by their respective
officers thereunto duly authorized, all as of the date first
written above.
COAST FINANCIAL HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
________________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman of the Compensation Committee
The Optionee acknowledges receipt of a copy of the 2005
Plan and represents that he is familiar with the terms and
provisions thereof, and hereby accepts this revised Option
subject to all of the terms and provisions thereof. The Optionee
hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors or the
Committee upon any questions arising under the Plan.
Dated: December 29, 2006 OPTIONEE: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
_________________ _____________________
▇▇▇▇ ▇. ▇▇▇▇▇
Signature Page to Amendment No. 1
to 2005 Nonqualified Stock Option Agreement
Originally Dated April 27, 2006