EXHIBIT 10.15 FORM OF AMENDED AND RESTATED STOCK APPRECIATION RIGHTS
AGREEMENT DATED AS OF JUNE 24, 1998 BY AND BETWEEN THE COMPANY
AND EACH OF XXXXX XXXX, XXXXXXX XXXXXXX, XX., XXXXXXX XXXXXX,
XXXXXXX XXXXXXXXXX, XX. XXXXX XXXXX, AND XXXXXXX XXXXXXX
(FILED HEREWITH)
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REPUBLIC SECURITY FINANCIAL CORPORATION
AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT
This Agreement is made and entered into as of December 20,
1995 and, as amended, as of June 24, 1998, by and between _____________
("Grantee") and REPUBLIC SECURITY FINANCIAL CORPORATION, a Florida corporation
(the "Corporation").
WHEREAS, the Board of Directors has determined to compensate
the non-employee directors, in part, with long-term incentive compensation in
recognition of the directors' policy to manage the business and affairs of the
Corporation in the long-term interests of the shareholders; and
WHEREAS, in accordance therewith, the Board of Directors
desires that such compensation be directly related to the performance of the
Corporation's common stock;
NOW, THEREFORE, in consideration of the premises, the parties
hereto hereby agree as follows:
1. AWARDS. As of December 20, 1995 (the "Effective Date"), the
Corporation hereby awards Grantee 20,000 stock appreciation rights ("SARs") in
two parts as follows: Part A -- 10,000 SARs and Part B -- 10,000 SARs.
2. VESTING. The SARs shall, except as provided herein, vest
and become immediately exercisable on January 1, 2003 (to the extent not
exercised prior to amendment of this Agreement on June 24, 1998).
Notwithstanding the foregoing, all SARs shall vest and become immediately
exercisable upon the occurrence of any one of the following events: (a)
Grantee's death or termination of employment for any reason, with or without
cause, or (b) the occurrence of a change of control of the Corporation. For
purposes of this Agreement, a "change of control" shall be deemed to have
occurred when any "person" (as used in Section 13(d) of the Securities Exchange
Act of 1934), directly or indirectly, becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934), of 50% or more of the
Corporation's common stock then outstanding.
3. SAR TERM. All of the unexercised SARs shall expire on
January 1, 2006. In no event shall any of the SARs awarded herein be exercisable
after January 1, 2006.
4. BASE VALUE. The SARs shall have the following Base Values:
Part A SARs at $5.75 per SAR and Part B SARs at $8.00 per SAR.
5. TERMINATION OF TERM AS DIRECTOR. If Grantee's term as a
director of the Corporation ends due to resignation, removal, failure to be
re-elected, or any other reason, with or without cause (a "Termination Event"),
any SARs which, on the occurrence of a Termination Event, are not vested, shall
vest and become immediately exercisable. After the occurrence of a Termination
Event, any SARs which have not been exercised shall automatically terminate and
be forfeited to the Corporation at the close of business on the earliest to
occur of the (i) March 31; (ii) June 30; (iii) September 30; or (iv) December 31
next following the Termination Event (the "Quarter Closing Date").
6. EXERCISE. SARs, once vested, may be exercised by Grantee by
giving written notice of such exercise to the Corporation, at its principal
executive offices, attention: Secretary. Such notice shall specify the SARs to
be exercised. Upon exercise, the Corporation shall pay Grantee in cash the Net
Appreciation (defined below) within the later of (i) 60 days after exercise or
(ii) the Quarter Closing Date, less the amount equal to the federal, state,
local and other taxes required to be withheld by the Corporation with respect
thereto. The date of exercise shall be the date on which such notice is actually
received by the Corporation.
"Net Appreciation" for each SAR shall mean (i) the High Water
Xxxx of the common stock of the Corporation on the date of exercise less the
Base Value, if a Termination Event has occurred; or (ii) the Market Price of the
common stock of the Corporation on the date of exercise less the Base Value, if
no Termination Event has occurred, "High Water Xxxx" shall mean the highest
closing price reported in THE WALL STREET JOURNAL for the common stock for the
period commencing on January 1, 1997 and ending on the Quarter Closing Date.
"Market Price" shall mean the closing price as reported in THE WALL STREET
JOURNAL for the common stock for the trading day immediately preceding the date
of exercise.
7. ADDITIONAL PROVISIONS.
(a) Neither the SARs nor any of Grantee's rights or interests
therein shall be assignable or transferable by Grantee other than by will, the
laws of descent and distribution or a transfer to a trust approved by the Board
of Directors in its discretion. Except as expressly provided herein, SARs shall
be exercisable only by Grantee. No SARs may be pledged or encumbered in any way.
SARs shall immediately expire and terminate if they become transferred due to
execution, attachment or similar legal process.
(b) In the event of any change in the outstanding number of
shares of common stock of the Corporation by reason of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, combination
or exchange of shares, or any rights to purchase shares at a price substantially
below fair market value, or any similar change affecting the shares, the number
of SARs awarded hereunder, the Base Value and the High Water Xxxx shall be
appropriately adjusted consistent with such change to prevent dilution or
enlargement of the rights of the Grantee. In the event of a dispute as to any
such adjustment, the determination thereof by the Compensation Committee of the
Board of Directors of the Corporation shall be final and binding on the parties
hereto.
(c) Grantee shall have no rights as a shareholder of the
Corporation with respect to any unexercised SARs.
(d) This Agreement shall be governed and interpreted in
accordance with the laws of the State of Florida and may be amended only by the
written agreement of both of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have entered into this
agreement as of the date first above written.
REPUBLIC SECURITY FINANCIAL
CORPORATION
------------------------------- By:
Director -----------------------------------
Chairman of the Board
