STOCK OPTION AND ESPP REPURCHASE AGREEMENT
Exhibit 10.28
It is hereby agreed between Reliance Bank, a Missouri Banking Corporation, and its former employee,
Xxxxx X. Xxxxxxxx, that any stock options acquired by Xx. Xxxxxxxx through the Reliance Bank Board
of Directors as a result of his employment with Reliance Bank and all stock purchased through the
Reliance Bank Employee Stock Purchase Plan shall be repurchased by Reliance Bank at a rate of$12.00
per share. The current values, strike prices and repurchase prices are as follows:
STOCK OPTIONS
| Net | ||||||||||||||||||||
| Strike | Current | Exercise | Current | Repurchase | ||||||||||||||||
| Shares | Price | Value | Extension | Value | Total | |||||||||||||||
10,000 |
$ | 5.375 | $ | 12.00 | $ | 53,750.00 | $ | 120,000.00 | $ | 66,250.00 | ||||||||||
20,000 |
$ | 6.188 | $ | 12.00 | $ | 123,760.00 | $ | 240,000.00 | $ | 116,240.00 | ||||||||||
20,000 |
$ | 8.500 | $ | 12.00 | $ | 170,000.00 | $ | 240,000.00 | $ | 70,000.00 | ||||||||||
15,000 |
$ | 9.500 | $ | 12.00 | $ | 142,500.00 | $ | 180,000.00 | $ | 37,500.00 | ||||||||||
4,000 |
$ | 12.500 | $ | 12.00 | $ | — | $ | — | $ | — | ||||||||||
69,000 |
$ | 490,010.00 | $ | 780,000.00 | $ | 289,990.00 | ||||||||||||||
| Total | $ | 289,990.00 | ||||||||||||||||||
| Vested | ||||||||||||||||||||
| Interest: | ||||||||||||||||||||
EMPLOYEE STOCK PURCHASE PLAN
| Repurchase Price | ||||
| Shares | Contribution | ($12/share) | ||
| 620 | $6,373.88 | $7,440.00 |
TOTAL AMOUNT FROM STOCK OPTIONS AND ACQUIRED STOCK:
| $ | 289,990.00 | |||
| +$7,440.00 | ||||
TOTAL: |
$ | 297,430.00 | ||
The aggregate amount from the Stock Option Repurchase Agreement and Employee Stock Purchase Plan
given above represents the entire amount of consideration given to Xxxxx X. Xxxxxxxx in exchange
for the repurchase of all stock options and stock acquired by him through the Reliance Bank Board
of Directors and/or the Reliance Bank Employee Stock Purchase Plan as a result of his time of
service with Reliance Bank. Further, the total amount given accounts for the vested interest
acquired by Xxxxx X. Xxxxxxxx as of January 29, 2008 and represents a fair and equitable amount in
exchange for all of the abovementioned stock options and stock.
As of the date of this Agreement, all interest held by Xxxxx X. Xxxxxxxx in the aforementioned
stock options shall be returned to Reliance Bank. Further, any items held by Xx. Xxxxxxxx or his
agents, including but not limited to stock certificates shall be immediately turned over to
Reliance Bank.
This Agreement shall constitute adequate notice of Reliance Bank’s repurchase to all parties
and shall constitute the entire Agreement between Reliance Bank and Xxxxx X. Xxxxxxxx for the
repurchase of all stock options and the Employee Stock Purchase Plan shares listed above.
/s/ Xxxx X. Xxxxxxxxx
|
1/29/08 | |||
Xxxx X. Xxxxxxxxx
|
Date | |||
President and Chief Operating Officer |
||||
/s/ Xxxxx X. Xxxxxxxx
|
1/29/08 | |||
Xxxxx X. Xxxxxxxx
|
Date |
