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EXHIBIT 2.2
UNITED AMERICAN HOLDING CORPORATION DIRECTORS' STOCK OPTION
PLAN, AS AMENDED AND RESTATED JUNE 23, 1997, AND FORM OF
UNITED AMERICAN HOLDING CORPORATION DIRECTOR STOCK OPTION
AGREEMENT.
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AMENDED AND RESTATED
UNITED AMERICAN HOLDING CORPORATION
DIRECTORS' STOCK OPTION PLAN
ARTICLE I
Definitions
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(a) "Board" or "Board of Directors" shall mean the board of directors
of the Company.
(b) "Company" shall mean United American Holding Corporation, a Florida
corporation.
(c) "Option" shall mean an option to purchase Stock granted by the
Company pursuant to the provisions of this Plan.
(d) "Option Price" shall mean the purchase price of each share of Stock
subject to Option, as defined in Section 5.2 hereof.
(e) "Optionee" shall mean a Director who has received an Option granted
by the Company hereunder.
(f) "Plan" shall mean this United American Holding Corporation
Directors' Stock Option Plan, as amended and restated.
(g) "Stock" shall mean the common stock of the Company, par value $2.50
per share, or, in the event that the outstanding shares of Stock are hereafter
changed into or exchanged for shares of a different class of stock or securities
of the Company or some other corporation, such other stock or securities.
(h) "Stock Option Agreement" shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase Stock pursuant to
the Plan.
(i) "Stock Option Committee" shall mean the committee administering the
Plan, pursuant to Article III hereof.
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ARTICLE II
The Plan
2.1 Name. This plan shall be known as the "United American Holding
Corporation Directors' Stock Option Plan," as amended and restated June 23,
1997.
2.2 Effective Date. The Plan shall become effective on February 1,
1994.
ARTICLE III
Plan Administration
3.1 Stock Option Committee. This Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the "Stock
Option Committee").
3.2 Power of the Stock Option Committee. The Stock Option Committee
shall have full authority and discretion: (a) to construe and interpret the
Plan; and (b) to make all other determinations and take all other actions deemed
necessary or advisable for the proper administration of the Plan. All such
actions and determinations shall be conclusively binding upon all persons for
all purposes.
ARTICLE IV
Shares of Stock Subject to Plan
4.1 Limitations. Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the number of shares of Stock which may be issued and sold
hereunder pursuant to Stock Option Agreements shall not exceed one hundred
thousand (100,000) shares. All said one hundred thousand (100,000) shares of
Stock which may be issued and sold hereunder pursuant to Stock Option Agreements
as provided in the foregoing sentence, shall be covered by the Options specified
on Exhibit A attached hereto, which Options shall be granted to the Optionees
(and, as to each such Optionee, shall cover the number of shares of Stock)
specified on Exhibit A attached hereto. Shares issued pursuant to the exercise
of Options may be either authorized and unissued shares or shares issued and
thereafter acquired by the Company.
4.2 Options Granted Under Plan. Shares of Stock with respect to which
an Option granted hereunder shall have been exercised shall not again be
available for Option hereunder. If Options granted hereunder shall terminate for
any reason without being wholly exercised, then the Stock Option Committee shall
have the discretion to grant new Options to Optionees hereunder covering the
number of shares to which such terminated Options related.
4.3 Stock Adjustments; Mergers and Combinations. Notwithstanding any
other provision
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in this Plan, if the outstanding shares of Stock are increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of any other corporation by reason of any merger,
sale of stock, consolidation, liquidation, recapitalization, reclassification,
stock split up, combination of shares, or stock dividend, the total number of
shares set forth in Section 4.1 shall be proportionately and appropriately
adjusted by the Stock Option Committee. If the Company continues in existence,
the number and kind of shares that are subject to any Option and the Option
Price per share shall be proportionately and appropriately adjusted without any
change in the aggregate price to be paid therefor upon exercise of the Option.
If the Company will not remain in existence or a majority of its stock will be
purchased or acquired by a single purchaser or group of purchasers acting
together, then the Stock Option Committee may (i) declare that all Options shall
terminate 30 days after the Stock Option Committee gives written notice to all
Optionees of their immediate right to exercise all Options then outstanding
(without regard to limitations on exercise otherwise contained in the Options),
or (ii) notify all Optionees that all Options granted under the Plan shall apply
with appropriate adjustments as determined by the Stock Option Committee to the
securities of the successor corporation to which holders of the numbers of
shares subject to such Options would have been entitled, or (iii) some
combination of aspects of (i) and (ii). The determination by the Stock Option
Committee as to the terms of any of the foregoing adjustments shall be
conclusive and binding.
ARTICLE V
Options
5.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by a written Stock Option Agreement dated as of the date of grant and
executed by the Company and the Optionee.
5.2 Option Price. Subject to adjustment pursuant to the provisions of
Section 4.3 hereof, the Option Price of each share of Stock subject to Option
shall be (i) Ten and no/100 Dollars ($10.00), less (ii) the amount of cash
dividends paid on each share of Stock by the Company between February 1, 1994
and the date the Option is exercised; provided, however, that the Option Price
shall not be less than the par value of the Stock on the date the Option is
exercised.
5.3 Option Exercise. Options may be exercised in whole or in part from
time to time with respect to whole shares only, within the period permitted for
the exercise thereof. Notwithstanding any other provision in this Plan, no
option granted under the Plan may be exercised more than ten (10) years after
the date on which it is granted. Options shall be exercised by: (i) written
notice of intent to exercise the Option with respect to a specific number of
shares of Stock which is delivered by hand delivery or registered or certified
mail, return receipt requested, to the Company at its principal office; and (ii)
payment in full to the Company at such office of the amount of the Option Price
for the number of shares of Stock with respect to which the Option is then being
exercised. Payment of the Option Price shall be made in cash, certified check,
cashier's check, or personal check (and if made by personal check the shares of
Stock issued upon exercise of the Option shall be held
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by the Company until the check has cleared); provided, however, that all or part
of the Option Price may also be paid by delivery to the Company of shares of
Stock previously acquired by the Optionee, which shall be valued for such
purposes based upon the then fair market value of the Stock on the date of
exercise, such valuation to be determined in good faith by the Stock Option
Committee using any reasonable method. In addition to and at the time of payment
of the Option Price, the Optionee shall pay to the Company in cash the full
amount of all federal, state, and local withholding or other employment taxes,
if any, applicable to the taxable income of the Optionee resulting from such
exercise, and any sales, transfer, or similar taxes imposed with respect to the
issuance or transfer of shares of Stock in connection with such exercise.
5.4 Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, the Option shall be exercisable only by him or by
his legal guardian or personal representative.
5.5 Effect of Death or Other Termination of Service as a Director.
(a) If an Optionee is removed as a Director of the
Company or the Bank, then no Options held by such
Optionee, which are unexercised in whole or in part,
may be exercised on or after the date on which such
Optionee is removed as a Director. If the Optionee
resigns as a Director of the Company or the Bank,
then Options held by such Optionee, which are
unexercised in whole or in part, may be exercised for
thirty (30) days after the date of such resignation.
(b) If an Optionee dies during his service as a Director
of the Company or the Bank, then the personal
representative or administrator of the estate of the
Optionee or the person or persons to whom an Option
granted hereunder shall have been validly transferred
by the personal representative or administrator
pursuant to the Optionee's will or the laws of
descent and distribution, as the case may be, shall
have the right to exercise the Optionee's Options for
ninety (90) days after the date of such death.
(c) No transfer of an Option by the Optionee by will or
by the laws of descent and distribution shall be
effective to bind the Company unless the Company
shall have been furnished with written notice thereof
and an authenticated copy of the will and/or such
other evidence as the Company may deem necessary to
establish the validity of the transfer and the
acceptance by the transferee or transferees of the
terms and conditions of such Option.
5.6 Rights as Shareholder. An Optionee or a transferee of an Option
shall have no rights as a shareholder with respect to any shares of Stock
subject to such Option prior to the purchase of such shares by exercise of such
Option as provided herein.
5.7 Investment Intent. Upon or prior to the exercise of all or any
portion of an Option,
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the Optionee shall furnish to the Company in writing such information or
assurances as, in the Company's opinion, may be necessary to enable it to comply
fully with the Securities Act of 1933, as amended, and the rules and regulations
thereunder and any other applicable statutes, rules, and regulations. Without
limiting the foregoing, if a registration statement is not in effect under the
Securities Act of 1933, as amended, with respect to the shares of Stock to be
issued upon exercise of an Option, the Company shall have the right to require,
as a condition to the exercise of such Option, that the Optionee represent to
the Company in writing that the shares to be received upon exercise of such
Option will be acquired by the Optionee for investment and not with a view to
distribution and that the Optionee agree, in writing, that such shares will not
be disposed of except pursuant to an effective registration statement, unless
the Company shall have received an opinion of counsel reasonably acceptable to
it to the effect that such disposition is exempt from the registration
requirements of the Securities Act of 1933, as amended. The Company shall have
the right to endorse on certificates representing shares of Stock issued upon
exercise of an Option such legends referring to the foregoing representations
and restrictions or any other applicable restrictions on resale or disposition
as the Company, in its discretion, shall deem appropriate.
ARTICLE VI
Stock Certificates
The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of any Option granted hereunder
or of any portion thereof, prior to fulfillment of all of the following
conditions:
(a) The admission of such shares to listing on all stock
exchanges on which the Stock is then listed, if any;
(b) The completion of any registration or other qualification
of such shares under any federal or state law or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory agency, which the Company shall in its sole discretion determine to
be necessary or advisable;
(c) The obtaining of any approval or other clearance from any
federal or state governmental agency which the Company shall in its sole
discretion determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Company from time to time may establish for
reasons of administrative convenience.
ARTICLE VII
Termination, Amendment, and Modification of Plan
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The Board may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan; provided, however, that no
termination, amendment, or modification of the Plan shall without the written
consent of the Optionee of such Option adversely affect the rights of the
Optionee with respect to an Option or the unexercised portion thereof.
ARTICLE VIII
Miscellaneous
8.1 Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or the Bank, nor shall the Plan preclude the Company or the Bank
from establishing any other forms of incentive or other compensation for
directors, officers, or employees of the Company and/or the Bank.
8.2 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
8.3 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
8.4 Applicable Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Florida.
8.5 Headings, etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
8.6 Severability. If any provision or provisions of this Plan shall be
held to be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
IN WITNESS WHEREOF, the Company has caused this Amended and Restated
United American Holding Corporation Directors' Stock Option Plan to be duly
executed by its Chairman of the Board on June 23, 1997.
UNITED AMERICAN HOLDING CORPORATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board
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EXHIBIT A
TO
UNITED AMERICAN HOLDING CORPORATION
DIRECTORS' STOCK OPTION PLAN
Number of Shares
Covered by Options
Granted
Name of Director to the Director
---------------- ------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 55,300
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 16,750
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 8,750
▇▇▇▇ ▇▇▇▇ 9,400
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,700
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 3,100
-------
Total 100,000
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UNITED AMERICAN HOLDING CORPORATION
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT (hereinafter "Agreement") is made by and between United
American Holding Corporation, a Florida corporation having offices at Orlando,
Florida (hereinafter "Company"), and _________________ currently serving as a
director of the Company and/or United American Bank of Central Florida (the
"Bank") (hereinafter "Optionee").
WITNESSETH:
WHEREAS, the granting of options to purchase common stock of the
Company hereunder is in accordance with the United American Holding Corporation
Directors' Stock Option Plan effective February 1, 1994, as amended and restated
June 23, 1997, and as the same may be amended from time to time.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto agree as follows:
ARTICLE I
Definitions
As used in this Agreement, all terms which are defined in the United
American Holding Corporation Directors' Stock Option Plan, as amended and
restated June 23, 1997, and as the same may from time to time be amended (the
"Plan"), shall have the meanings specified in the Plan, unless otherwise
specifically defined herein.
ARTICLE II
Effective Date
2.1 Effective Date. The effective date of this Agreement shall be
February 1, 1994. For purposes of this Agreement, the term "Option" shall mean
the option to purchase Stock granted to the Optionee pursuant to the Plan.
ARTICLE III
Shares of Stock Subject to Option
3.1 Number of Shares. Subject to adjustment pursuant to the provisions
of Section 3.3 hereof, the Optionee may purchase up to ____________________
(________) shares of Stock hereunder, which shall be issued and sold by the
Company only upon exercise of the Option granted pursuant to Section 4.1 of this
Agreement.
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3.2 Shares Issued Pursuant to this Agreement. Shares of Stock with
respect to which the Option granted hereunder shall have been exercised shall
not again be available for Option hereunder.
3.3 Stock Adjustments; Mergers and Combinations. Notwithstanding any
other provision in this Agreement, if the outstanding shares of Stock are
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of any other corporation by
reason of any merger, sale of stock, consolidation, liquidation,
recapitalization, reclassification, stock split up, combination of shares, or
stock dividend, the total number of shares subject to Option pursuant to this
Agreement shall be proportionately and appropriately adjusted by the Stock
Option Committee. If the Company continues in existence, the number and kind of
shares that are subject to any Option and the Option Price per share shall be
proportionately and appropriately adjusted without any change in the aggregate
price to be paid therefor upon exercise of the Option. If the Company will not
remain in existence or a majority of its stock will be purchased or acquired by
a single purchaser or group of purchasers acting together, then the Stock Option
Committee may (i) declare that all Options shall terminate 30 days after the
Stock Option Committee gives written notice to all Optionees of their immediate
right to exercise all Options then outstanding (without regard to limitations on
exercise otherwise contained in the Options), or (ii) notify all Optionees that
all Options granted under the Plan shall apply with appropriate adjustments as
determined by the Stock Option Committee to the securities of the successor
corporation to which holders of the numbers of shares subject to such Options
would have been entitled, or (iii) some combination of aspects of (i) and (ii).
The determination by the Stock Option Committee as to the terms of any of the
foregoing adjustments shall be conclusive and binding.
ARTICLE IV
Option
4.1 Grant of the Option. As of February 1, 1994 (the "Grant Date"), the
Optionee is hereby granted an Option to purchase __________________________
(_______) shares of Stock, subject to adjustment pursuant to the provisions of
Section 3.3 hereof.
4.2(a) Term of Option. The Option shall expire on January 31, 2004.
The Option Price of each share of Stock subject to the Option
shall be (i) Ten and No/100 Dollars ($10.00), less (ii) the
amount of cash dividends paid on each share of Stock by the
Company between February 1, 1994 and the date the Option is
exercised; provided, however, that the Option Price shall not
be less than the par value of the Stock on the date the Option
is exercised.
(b) Option Exercise. The Option may be exercised in whole or in
part from time to time with respect to whole shares only,
within the period permitted for the exercise thereof.
Notwithstanding any other provision in this Agreement, the
Option may not be exercised after the expiration of ten (10)
years from its Grant Date. The Option shall be exercised by:
(A) written notice of intent to exercise the Option with
respect to a specific number of shares of Stock,
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which is delivered by hand delivery or registered or certified
mail, return receipt requested, to the Company at its
principal office, Attention: Corporate Secretary; and (B)
payment in full to the Company at such office of the amount of
the Option Price for the number of shares of Stock with
respect to which the Option is then being exercised. Payment
of the Option Price shall be made in cash, certified check,
cashier's check, or personal check (and if made by personal
check the shares of Stock issued upon exercise of the Option
shall be held by the Company until the check has cleared);
provided, however, that all or part of the Option Price may
also be paid by delivery to the Company of shares of Stock
previously acquired by the Optionee, which shall be valued for
such purposes based upon the then fair market value of the
Stock on the date of exercise, such valuation to be determined
in good faith by the Stock Option Committee using any
reasonable method. Each such notice of exercise shall be
accompanied by any documents required by the Company under
Section 4.6 hereof. In addition to and at the time of payment
of the Option Price, the Optionee shall pay to the Company in
cash the full amount of all federal, state, and local
withholding or other employment taxes, if any, applicable to
the taxable income of the Optionee resulting from such
exercise, and any sales, transfer, or similar taxes imposed
with respect to the issuance or transfer of shares of Stock in
connection with such exercise.
4.3 Nontransferability of Option. No Option shall be transferred by the
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of the Optionee, the Option shall be exercisable only by him or by
his legal guardian or personal representative.
4.4 Effect of Death or Termination of Service as a Director.
(a) If the Optionee is removed as a Director of the Company or the
Bank, then no Option held by the Optionee, which is
unexercised in whole or in part, may be exercised on or after
the date on which the Optionee is removed as a Director. If
the Optionee resigns as a Director of the Company or the Bank,
then the Options held by the Optionee which are unexercised in
whole or in part, may be exercised for thirty (30) days after
the date of such resignation.
(b) If the Optionee dies during his service as a Director of the
Company or the Bank, then the personal representative or
administrator of the estate of the Optionee or the person or
persons to whom the Option granted hereunder shall have been
validly transferred by the personal representative or
administrator pursuant to the Optionee's will or the laws of
descent and distribution, as the case may be, shall have the
right to exercise the Optionee's Option for ninety (90) days
after the date of such death.
(c) No transfer of the Option by the Optionee by will or by the
laws of descent and distribution shall be effective to bind
the Company unless the Company shall have been furnished with
written notice thereof and an authenticated copy of the will
and/or
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such other evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by
the transferee or transferees of the terms and conditions of
the Option.
4.5 Rights as Shareholder. The Optionee or a transferee of the Option
shall have no rights as a shareholder with respect to any shares of Stock
subject to the Option prior to the purchase of such shares by exercise of the
Option as provided herein.
4.6 Optionee's Intent as to Stock Acquired by Exercise of Option. The
Optionee agrees that, upon or prior to the exercise of all or any portion of the
Option, the Optionee shall furnish to the Company in writing such information or
assurances as, in the Company's opinion, may be necessary to enable it to comply
fully with the Securities Act of 1933, as amended, and the rules and regulations
thereunder and any other applicable statutes, rules, and regulations. Without
limiting the foregoing, if a registration statement is not in effect under the
Securities Act of 1933, as amended, with respect to the shares of Stock to be
issued upon exercise of the Option, the Optionee further agrees that the Company
shall have the right to require, as a condition to the exercise of the Option,
that the Optionee represent to the Company in writing that the shares to be
received upon exercise of the Option will be acquired by the Optionee for
investment and not with a view to distribution and that the Optionee agree, in
writing, that such shares will not be disposed of except pursuant to an
effective registration statement, unless the Company shall have received an
opinion of counsel reasonably acceptable to it to the effect that such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended. The Optionee understands and agrees that the Company shall
have the right to endorse on certificates representing shares of Stock issued
upon exercise of the Option such legends referring to the foregoing
representations and restrictions or any other applicable restrictions on resale
or disposition as the Company, in its discretion, shall deem appropriate.
ARTICLE V
Stock Certificates
The Company shall not be required to issue or deliver any certificate
for shares of Stock purchased upon the exercise of the Option granted hereunder
or any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges
on which the Stock is then listed, if any;
(b) The completion of any registration or other qualification of
such shares under any federal or state law or under the
rulings or regulations of the Securities and Exchange
Commission or any other governmental regulatory agency, which
the Company shall in its sole discretion determine to be
necessary or advisable;
(c) The obtaining of any approval or other clearance from any
federal or state
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governmental agency which the Company shall in its sole
discretion determine to be necessary or advisable; and
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Company from time to time may
establish for reasons of administrative convenience.
ARTICLE VI
Termination, Amendment, and Modification of Plan
The Board may at any time terminate, and may at any time and from time
to time and in any respect amend or modify, the Plan; provided, however, that no
that no termination, amendment, or modification of the Plan shall without the
written consent of the Optionee adversely affect the rights of the Optionee with
respect to the Option granted hereunder or the unexercised portion thereof.
ARTICLE VII
Miscellaneous
7.1 Other Compensation Plans. The adoption of the Plan and the
execution of this Agreement shall not affect any other stock option or incentive
or other compensation plans in effect for the Company or the Bank, nor shall the
Plan or this Agreement preclude the Company or the Bank from establishing any
other forms of incentive or other compensation for directors, officers, or
employees of the Company and/or the Bank.
7.2 Agreement Binding on Successors. This Agreement shall be binding
upon the successors and assigns of the Company and the Optionee.
7.3 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
7.4 Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
7.5 Headings. Headings of Articles and Sections hereof are inserted for
convenience and reference only; they constitute no part of this Agreement.
7.6 Severability. If any provision or provisions of this Agreement
shall be held to be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
7.7 Notices. Unless otherwise specified herein, notices required or
permitted to be given hereunder shall be in writing and shall be mailed by
registered or certified mail, return receipt
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requested, to the principal office of the Company, Attention: Corporate
Secretary (if notice is to the Company) and to the Optionee at the Optionee's
address set forth below (if notice is to the Optionee), or to such other person
or such other address as any such party may designate by like notice to the
other party, and shall be deemed given as of the date and time received.
7.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall be considered an original,
and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have set forth their hands and
seals.
Dated as of June 23, 1997 effective as of February 1, 1994.
UNITED AMERICAN HOLDING CORPORATION
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
OPTIONEE
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Name:
Address:
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