1
EXHIBIT 10.14 (H)
1
2
PERSONAL AND CONFIDENTIAL [RBMG LOGO]
INCENTIVE STOCK OPTION AGREEMENT UNDER THE
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
OMNIBUS STOCK AWARD PLAN
--------------------------------------------------------------------------------------------------------------------------------
OPTIONEE AGREEMENT DATE SHARES GRANTED
--------------------------------------------------------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ June 25, 2001 50,000
-----------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ PLAN NAME VESTING CODE OPTION PRICE
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ -----------------------------------------------------------------
Omnibus Plan 12/31/02 $ 12.00
--------------------------------------------------------------------------------------------------------------------------------
COUNTRY COMPANY SOCIAL SECURITY NO. ANNIVERSARY DATE
--------------------------------------------------------------------------------------------------------------------------------
USA RBMG ###-##-#### June 25
--------------------------------------------------------------------------------------------------------------------------------
This Incentive Stock Option Agreement is entered into as of the Agreement Date
shown above, between Resource Bancshares Mortgage Group, Inc., a Delaware
corporation ("RBMG"), and the Optionee shown above.
1. Definitions. Capitalized terms used in this Option Agreement but not
defined herein are used herein as defined in the Plan. In addition, throughout
this Option Agreement, the following terms shall have the meanings indicated:
(a) "Exercise Date" shall have the meaning indicated in paragraph 3 hereof.
(b) "Option Period" shall mean the period commencing on the date of this
Option Agreement and ending at the close of RBMG's business ten years from the
date hereof. Notwithstanding the previous sentence, in the case of an Option
granted to a 10% Stockholder, the Option Period shall mean the period commencing
on the date of this Option Agreement and ending at the close of RBMG's business
five years from the date hereof.
(c) "Plan" shall mean the Resource Bancshares Mortgage Group, Inc. Amended and
Restated Omnibus Stock Award Plan.
(d) "Securities Act" shall mean the Securities Act of 1933, as amended.
2. Award of Option. Effective upon the date hereof, and subject to the terms
and conditions set forth herein and in the Plan, RBMG has awarded to the
Optionee the option to purchase from RBMG, at an Option Price per share as shown
above, up to but not exceeding in the aggregate the shares of Common Stock shown
above as the Shares Granted. RBMG intends the Option Price to be at least 100%
of the Fair Market Value of the shares of Common Stock subject to the Option as
of the Agreement Date. In the case of an Option granted to a 10% Stockholder,
the Option Price of each share of Common Stock covered by the Option is at least
110% of the Fair Market Value per share of Common Stock on the Agreement Date.
It is intended that this Option qualify to the extent possible as an ISO. RBMG
shall have no liability if this Option shall not qualify as an ISO, but this
Option shall continue in full force and effect as an NQSO notwithstanding such
failure to so qualify.
2
3
3. Exercise of Option.
(a) The Option shall be exercisable in whole or in part on December 31, 2002,
and at any time and from time to time thereafter during the Option Period. The
Option shall not be exercisable prior to December 31, 2002 except as otherwise
provided in the Plan and shall not be exercisable after the Option Period.
The Exercise Dates contained herein are intended to comply with Code Section
422(d). In the event the aggregate Fair Market Value of the Common Stock with
respect to ISOs exercisable for the first time by Optionee during any calendar
year exceeds $100,000, the Optionee shall give notice promptly (as provided in
Section 6(e)) of such fact to RBMG. The number of shares of Common Stock subject
to this Option and the per share Option Price under each outstanding Option
shall be adjusted, to the extent the Committee deems appropriate, as provided in
Section 4.1(e) of the Plan. Sections 4.1(e), 4.1(f), 4.1(g) and 4.1(i) of the
Plan are incorporated in this Option Agreement by reference as if fully set
forth herein.
(b) Notwithstanding Section 3(a), the Option shall terminate and may not be
exercised if the Optionee ceases to be employed by RBMG, except: (1) that, if
such Optionee's employment terminates for any reason other than conduct that in
the judgment of the Committee involves dishonesty or action by the Optionee that
is detrimental to the best interest of RBMG, then the Optionee may at any time
within three months after termination of employment exercise the Option but only
to the extent the Option was exercisable on the date of termination of
employment unless termination of employment is due to retirement at or after
Optionee attains age sixty-five, in which event the Option shall be exercisable
with respect to all Option Shares; (2) that, if such Optionee's employment
terminates on account of total and permanent disability, then the Optionee may
at any time within one year after termination of employment exercise the Option
with respect to all Option Shares; and (3) that, if such Optionee dies while in
the employ of RBMG, or within the three or twelve month period following
termination of employment as described in clause (1) or (2) above, then the
Option may be exercised at any time within twelve months following death by the
person or persons to whom the rights under the Option shall pass by will or by
the laws of descent and distribution with respect to all Option Shares.
(c) No less than 100 shares of Common Stock may be purchased upon any one
exercise of the Option granted unless the number of shares purchased at such
time is the total remainder of shares subject to this Option.
(d) Upon exercise of the Option, the Option Price shall be payable in United
States dollars, in cash or check or (unless the Committee otherwise prescribes)
in shares of Common Stock owned by the Optionee for a period exceeding six
months, or in a combination of cash and such Common Stock. If all or any portion
of the Option exercise price is paid in Common Stock owned by the Optionee, then
that stock shall be valued at its Fair Market Value as of the date the Option is
exercised. The Option shall be deemed to be exercised on the date (the "Exercise
Date") that RBMG receives full payment of the exercise price for the number of
shares for which the Option is being exercised.
(e) During the lifetime of the Optionee, the Option shall be exercisable only
by the Optionee and is not be assignable or transferable and no person shall
acquire any rights therein. The Option may be transferred by will or the laws of
descent and distribution.
4. Compliance with the Securities Act; No Registration Rights. Anything in
this Option Agreement to the contrary notwithstanding, if, at any time specified
herein for the issuance of Option Shares, any law, regulation or requirement of
any governmental authority having jurisdiction in the premises shall require
RBMG or the Optionee, in the judgment of RBMG, to take any action in connection
with the shares then to be issued, then the issuance of such shares shall be
deferred until such action shall have been taken. Nothing in this Option
Agreement shall be construed to obligate RBMG at any time to file or maintain
the effectiveness of a registration statement under the Securities Act, or under
the securities laws of any state or other jurisdiction, or to take or cause to
be taken any action that may be necessary in order to provide an exemption from
the registration requirements of the Securities Act under Rule 144 or any other
exemption with respect to the Option Shares or otherwise for resale or other
transfer by the Optionee (or by the executor or administrator of the Optionee's
estate or a person who acquired the Option or any Option Shares or other rights
by bequest or inheritance or by reason of the death of the Optionee) as a result
of the exercise of the Option evidenced by this Option Agreement.
3
4
5. Resolution of Disputes. Any dispute or disagreement that arises under, or
as a result of, or pursuant to, this Option Agreement shall be determined by the
Committee in its absolute and uncontrolled discretion, and any such
determination or other determination by the Committee under or pursuant to this
Option Agreement, and any interpretation by the Committee of the terms of this
Option Agreement, shall be conclusive as to all persons affected thereby.
6. Miscellaneous.
(a) Binding on Successors and Representatives. The parties understand that
this Option Agreement shall be binding not only upon themselves, but also upon
their heirs, executors, administrators, personal representatives, successors and
assigns (including any transferee of a party hereto); and the parties agree, for
themselves and their successors, assigns and representatives, to execute any
instrument that may be necessary or desirable legally to effect such
understanding.
(b) Entire Agreement; Relationship to Plan. The Optionee acknowledges that a
copy of the Plan has been available on the RBMG intranet ("iris"). Requests for
paper copies of the Plan or communications with respect to the Plan may be made
in writing to RBMG's plan administrator, MAVRICC Management Systems, ▇.▇. ▇▇▇
▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇. This Option Agreement, together with the Plan, constitutes
the entire agreement of the parties with respect to the Option and supersedes
any previous agreement, whether written or oral, with respect thereto. This
Option Agreement has been entered into in compliance with the terms of the Plan;
to the extent that any interpretive conflict may arise between the terms of this
Option Agreement and the terms of the Plan, the terms of the Plan shall control.
(c) Amendment. Neither this Option Agreement nor any of the terms and
conditions herein set forth may be altered or amended orally, and any such
alteration or amendment shall be effective only when reduced to writing and
signed by each of the parties or their respective successors or assigns.
(d) Construction of Terms. Any reference herein to the singular or plural
shall be construed as plural or singular whenever the context requires.
(e) Governing Law; Submission to Jurisdiction. This Option Agreement shall be
governed by and construed in accordance with the laws of the State of South
Carolina. The parties hereby consent to the exclusive jurisdiction and venue of
the Court of Common Pleas in Richland County, South Carolina for purposes of
adjudicating any issue arising hereunder.
(f) Severability. The invalidity or unenforceability of any particular
provision of this Option Agreement shall not affect the other provisions hereof,
and this Agreement shall be construed in all respects as if such invalid or
unenforceable provision was omitted.
IN WITNESS WHEREOF, a duly authorized agent of RBMG has executed this Option
Agreement to be effective as of the Agreement Date stated above and the Optionee
shall have assented to, entered into and accepted this Option Agreement if the
Optionee does not notify RBMG in writing (at the address contained in Section
5(b) of this Option Agreement) within 30 days of receipt of this Option
Agreement of the Optionee's refusal to enter into this Option Agreement.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Cable
--------------------------------
▇▇▇▇▇▇ ▇. Cable
4