EXHIBIT 10.13 AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT
DATED AS OF JUNE 24, 1998 BY AND BETWEEN THE COMPANY AND
▇▇▇▇ ▇. ▇▇▇▇▇▇ (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 ▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇") and REPUBLIC SECURITY FINANCIAL CORPORATION, a Florida corporation
(the "Corporation").
WHEREAS, the Board of Directors desires to provide ▇▇▇▇▇▇
additional compensation in the form of long-term incentives so that he will be
motivated to remain in the long-term employ of the Corporation; and
WHEREAS, the Board of Directors desires that such incentives
be directly related to the performance of the Corporation's common stock and the
interests of its shareholders;
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 ▇▇▇▇▇▇ 500,000 stock appreciation rights ("SARs") in
two parts as follows: Part A -- 100,000 SARs and Part B -- 400,000 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) ▇▇▇▇▇▇'▇
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 EMPLOYMENT. If ▇▇▇▇▇▇'▇ employment with the
Corporation terminates for any 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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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
▇▇▇▇ 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 ▇▇▇▇" 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 ▇▇▇▇▇▇'▇ rights or interests
therein shall be assignable or transferable by ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇. 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) Nothing contained herein shall be construed as giving
▇▇▇▇▇▇ any right to be retained in the employ of the Corporation, or interfere
in any way with the right of the Corporation to terminate the employment of
▇▇▇▇▇▇.
(c) 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 ▇▇▇▇ shall be
appropriately adjusted consistent with such change to prevent dilution or
enlargement of the rights of the ▇▇▇▇▇▇. 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.
(d) ▇▇▇▇▇▇ shall have no rights as a shareholder of the
Corporation with respect to any unexercised SARs.
(e) 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:
▇▇▇▇ ▇. ▇▇▇▇▇▇ ---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Vice Chairman