FIRST FINANCIAL HOLDINGS, INC. 2007 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT
Exhibit 1.03
FIRST FINANCIAL HOLDINGS, INC.
2007 EQUITY INCENTIVE PLANNON-QUALIFIED STOCK OPTION AGREEMENT
FIRST FINANCIAL HOLDINGS, INC.
2007 EQUITY INCENTIVE PLANNON-QUALIFIED STOCK OPTION AGREEMENT
This Option is granted on _____________ (the "Grant Date"), by First Financial Holdings, Inc. (the "Corporation"), to ____________ (the "Optionee"), in accordance with the following terms and conditions:
This Option shall be exercisable only during the period (the "Exercise Period") commencing on the dates set forth in Section 2 below, and ending at 5:00 p.m., Charleston, South Carolina time, on the date five years after the Grant Date, such later time and date being hereinafter referred to as the "Expiration Date," subject to earlier expiration in accordance with Section 5 in the event of a termination of Service.
Number of Option Shares
that Become ExercisableCumulative Number of Option Shares that have Become Exercisable
Date
Total
The notice of exercise of this Option shall be in the form prescribed by the Committee referred to in Article IV of the Plan and directed to the address set forth in Section 11 below. The date of
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exercise is the date on which such notice is received by the Corporation. Such notice shall be accompanied by payment in full of the Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) in cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Corporation, or (ii) by delivering shares of Common Stock already owned by the Optionee having a Fair Market Value equal to the Exercise Price, or (iii) a combination of cash and such shares. Promptly after such payment, subject to Section 3 below, the Corporation shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the shares of Common Stock so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law.If the Optionee incurs a termination of Service for any reason excluding death and Termination for Cause, the Optionee may, but only within the period of one year immediately succeeding such termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of termination of Service. If the Optionee incurs a Termination for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below.
In the event the Optionee terminates employment (whether by resignation or dismissal) in connection with or in circumstances involving a violation of the First Financial Holdings, Inc. Code of Conduct or a violation of the provisions of the Employee Manual relating to Good Conduct, Resignations and Disciplinary Guidelines, the Board of Directors (the "Board") may, in its sole
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discretion, rescind the exercisable stock options under this Agreement, effective as of the date of the Optionee's termination of employment. In the event of the Optionee's Termination for Cause (as defined in the Plan), stock options under this Agreement will be forfeited as of the date of termination of employment.
In the event that, following voluntary termination of employment, the Optionee engages in "detrimental activity" (as defined below), the Board may, in its sole discretion, rescind exercisable stock options under this Agreement at any time prior to the actual delivery of shares pursuant to the exercise of such options. For purposes of this Agreement, "detrimental activity" means activity that is detrimental to the interests of the Corporation and its subsidiaries, including situations where the Optionee (i) divulges trade secrets or other confidential business information of the Corporation or its subsidiaries, (ii) enters into employment with a competitor of the Corporation or its subsidiaries in any location in which the Corporation or its subsidiaries maintains an office or, as of the date of the Optionee's termination of employment, had applied to an appropriate regulatory authority to establish an office, or (iii) uses information obtained during the course of the Optionee's employment with the Corporation or its subsidiaries for personal purposes, such as for the solicitation of business.
In the event of the death of the Optionee prior to the Optionee's termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee's death, exercise this Option at any time within one year following the death of the Optionee, but in no event after the Expiration Date. Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised. Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option and of the Plan.
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cash or other property, or any combination thereof), the Optionee shall have the right (subject to the provisions of the Plan and the limitations contained herein), thereafter and during the Exercise Period, to receive upon exercise of this Option an amount equal to the excess of the Fair Market Value on the date of such exercise of the securities, cash or other property, or combination thereof, receivable upon such merger, consolidation or combination in respect of a share of Common Stock over the Exercise Price, multiplied by the number of Option Shares with respect to which this Option shall have been exercised. Such amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in such merger, consolidation or combination, or partly in cash and partly in one or more of such kind or kinds of property, all in the discretion of the Committee.
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FIRST FINANCIAL HOLDINGS, INC. By:
Xxxxx Xxxxxx Xxxxxx, Chairman Compensation/Benefits Committee of the Board of Directors ACCEPTED:
(Signature)
(Street Address)
(City, State and Zip Code)
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