**Exhibit 10.10**

 

**FIRST FEDERAL BANC OF THE SOUTHWEST, INC.**

 

**2002 STOCK OPTION AND INCENTIVE PLAN**

 

1. Plan Purpose. The purpose of the Plan is to promote the long-term interests of the Corporation and itsstockholders by providing a means for attracting and retaining directors, officers and employees of the Corporation and its Affiliates. It is intended that designated Options granted pursuant to the provisions of this Plan to persons employed by theCorporation or its Affiliates will qualify as Incentive Stock Options. Options granted to persons who are not employees will be Non-Qualified Stock Options. 

 

2. Definitions. The following definitions are applicable to the Plan: 

 

“Affiliate” - means any “parent corporation” or “subsidiary corporation” ofthe Corporation, as such terms are defined in Section 424(e) and (f), respectively, of the Code. 

 

“Bank” - means First Federal Bank. 

 

“Board” - means the Board of Directors of the Corporation. 

 

“Award” - means the grant of an Incentive Stock Option or a Non-Qualified Stock Option or anycombination thereof, as provided in the Plan. 

 

“Code” - means the Internal Revenue Code of 1986, as amended. 

 

“Committee” - means the Committee referred to in Section 3 hereof. 

 

“Continuous Service” - means the absence of anyinterruption or termination of service as a director, advisory director, officer or employee of the Corporation or an Affiliate, except that when used with respect to persons granted an Incentive Stock Option means the absence of any interruption ortermination of service as an employee of the Corporation or an Affiliate. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Corporation or in the case of transfersbetween payroll locations of the Corporation or between the Corporation, its parent, its subsidiaries or its successor. With respect to any advisory director, continuous service shall plan mean availability to perform such functions as may berequired of the Bank’s advisory directors. 

 

“Corporation” - means First Federal Banc of the Southwest, Inc., a Delaware corporation. 

 

“Employee” - means any person, including an officer or director, who is employed by the Corporation or any Affiliate.

 

“ERISA” - means the EmployeeRetirement Income Security Act of 1974, as amended. 

 

“Exercise Price” - means the price per Share at which the Shares subject to such Option may be purchased upon exercise of such Option. 

 

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“Incentive Stock Option” - means an option to purchase Shares granted by theCommittee pursuant to Section 6 hereof which is subject to the limitations and restrictions of Section 8 hereof and is intended to qualify under Section 422 of the Code. 

 

“Market Value” - means the fair market value of a Share on such date as the Committee shalldetermine. 

 

“Non-Employee Director”- means a director who (i) is not currently an officer or employee of the Corporation; (ii) is not a former employee of the Corporation who receives compensation for prior services (other than from a tax-qualified retirement plan); (iii) has notbeen an officer of the Corporation; (iv) does not receive remuneration from the Corporation in any capacity other than as a director; and (v) does not possess an interest in any other transactions or is not engaged in a business relationship forwhich disclosure would be required under Item 404(a) or (b) of Regulation S-K. 

 

“Non-Qualified Stock Option” - means an option to purchase Shares granted by the Committee pursuant to Section 6 hereof, whichoption is not intended to qualify under Section 422(b) of the Code. 

 

“Option” - means an Incentive Stock Option or a Non-Qualified Stock Option. 

 

“Participant” - means any director, officer or employee of the Corporation or any Affiliate who is selected by the Committee toreceive an Award and any director or advisory director of the Corporation who is granted an Award pursuant to Section 21 hereof. 

 

“Plan” - means the 2002 Stock Option and Incentive Plan of the Corporation. 

 

“Shares” - means the shares of common stock of theCorporation. 

 

3. Administration. The Plan shall beadministered by a Committee consisting of two or more members, a majority of whom shall be a Non-Employee Director. The members of the Committee shall be appointed by the Board. The Board shall approve all grants of Awards by the Committee. Exceptas limited by the express provisions of the Plan, the Committee shall have sole and complete authority and discretion to (i) select Participants; (ii) grant Awards, subject to approval of the Board; (iii) determine the number of Shares to be subjectto types of Awards generally, as well as to individual Awards granted under the Plan; (iv) determine the terms and conditions upon which Awards shall be granted under the Plan; (v) prescribe the form and terms of instruments evidencing such grants;and (vi) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan. 

 

A majority of the Committee shall constitute a quorum, and the acts of amajority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be acts of the Committee. 

 

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4. Participation in Committee Awards. The Committee may select from time to time Participants inthe Plan from those directors (including advisory directors), officers and employees, of the Corporation or its Affiliates who, in the opinion of the Committee, have the capacity for contributing to the successful performance of the Corporation orits Affiliates. 

 

5. Shares Subject to Plan. Subject toadjustment by the operation of Section 9 hereof, the maximum number of Shares with respect to which Awards may be made under the Plan is 30,000 Shares of the Corporation. The Shares with respect to which Awards may be made under the Plan may beeither authorized and unissued shares or issued shares heretofore or hereafter reacquired and held as treasury shares. An Award shall not be considered to have been made under the Plan with respect to any Option which terminates and new Awards maybe granted under the Plan with respect to the number of Shares as to which such termination has occurred. 

 

6. General Terms and Conditions of Options. The Committee shall have full and complete authority and discretion, except as expressly limited by thePlan, to grant Options (subject to the approval of the Board) and to provide the terms and conditions (which need not be identical among Participants) thereof. In particular, the Committee shall prescribe the following terms and conditions: (i) theExercise Price of any Option, which shall not be less than the Market Value per Share at the date of grant of such Option, (ii) the number of Shares subject to, and the expiration date of, any Option, which expiration date shall not exceed ten yearsfrom the date of grant, (iii) the manner, time and rate (cumulative or otherwise) of exercise of such Option, and (iv) the restrictions, if any, to be placed upon such Option or upon Shares which may be issued upon exercise of such Option. TheCommittee may, as a condition of granting any Option, require that a Participant agree not to thereafter exercise one or more Options previously granted to such Participant. 

 

7. Exercise of Options. 

 

(a) Except as provided herein, an Option granted under the Plan shall be exercisable during the lifetime of the Participant to whom suchOption was granted only by such Participant and, except as provided in paragraphs (c) and (d) of this Section 7, no such Option may be exercised unless at the time such Participant exercises such Option, such Participant has maintained ContinuousService since the date of grant of such Option. 

 

(b) To exercise an Option under the Plan, the Participant to whom such Option was granted shall give written notice to the Corporation in form satisfactory to the Committee (and, if partial exercises have been permitted by the Committee, byspecifying the number of Shares with respect to which such Participant elects to exercise such Option) together with full payment of the Exercise Price. The date of exercise shall be the date on which such notice is received by the Corporation.Payment shall be made either (i) in cash (including check, bank draft or money order) or (ii) if permitted by the Committee, by delivering (A) Shares already owned by the Participant and having a fair market value equal to the applicable exerciseprice, such fair market value to be determined in such appropriate manner as may be provided by the Committee or as may be required in order to comply with or to conform to requirements of any applicable laws or regulations, or (B) a combination ofcash and such Shares. 

 

(c) If a Participant towhom an Option was granted shall cease to maintain Continuous Service for any reason, other than termination for cause, such Participant may, but 

 

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only within the period of three months immediately succeeding such cessation of Continuous Service and in no event after the expiration date of such Option,exercise such Option to the extent that such Participant was entitled to exercise such Option at the date of such cessation; provided, however, that such right of exercise after cessation of Continuous Service shall not be available to a Participantif the Committee otherwise determines and so provides in the applicable instrument or instruments evidencing the grant of such Option. If a Participant to whom an Option was granted shall cease to maintain Continuous Service by reason of death,disability or retirement then, unless the Committee shall have otherwise provided in the instrument evidencing the grant of an Option, all Options granted and not fully exercisable shall become exercisable in full upon the happening of such eventand shall remain so exercisable (i) in the event of death for the period described in paragraph (d) of this Section 7 and (ii) in the event of disability or retirement for a period of three months following such date. If the Continuous Service of aParticipant to whom an Option was granted by the Corporation is terminated for cause, all rights under any Option of such Participant shall expire immediately upon the giving to the Participant of notice of such termination. 

 

(d) In the event of the death of a Participant while in theContinuous Service of the Corporation or an Affiliate or within the three month period referred to in paragraph (c) of this Section 7, the person to whom any Option held by the Participant at the time of his death is transferred by will or the lawsof descent and distribution, or in the case of an Award other than an Incentive Stock Option, pursuant to a qualified domestic relations order, as defined in the Code or Title 1 of ERISA or the rules thereunder may, but only to the extent suchParticipant was entitled to exercise such Option as set forth in paragraph (c) of this Section 7, exercise such Option at any time within a period of one year succeeding the date of death of such Participant, but in no event later than ten yearsfrom the date of grant of such Option. Following the death of any Participant to whom an Option was granted under the Plan, the Committee may, as an alternative means of settlement of such Option, elect to pay to the person to whom such Option istransferred by will or by the laws of descent and distribution, or in the case of an Option other than an Incentive Stock Option, pursuant to a qualified domestic relations order, as defined in the Code or Title I of ERISA or the rules thereunder,the amount by which the Market Value per Share on the date of exercise of such Option shall exceed the Exercise Price of such Option, multiplied by the number of Shares with respect to which such Option is properly exercised. Any such settlement ofan Option shall be considered an exercise of such Option for all purposes of the Plan. 

 

8. Incentive Stock Options. Incentive Stock Options may be granted only to Participants who are Employees. Any provision of the Plan to the contrary notwithstanding, (i) no Incentive Stock Option shall begranted more than ten years from the date the Plan is adopted by the Board of Directors of the Corporation and no Incentive Stock Option shall be exercisable more than ten years from the date such Incentive Stock Option is granted, (ii) the ExercisePrice of any Incentive Stock Option shall not be less than the Market Value per Share on the date of grant of such Option, and (iii) any Incentive Stock Option shall not be transferable by the Participant to whom such Incentive Stock Option isgranted other than by will or the laws of descent and distribution, and shall be exercisable during such Participant’s lifetime only by such Participant. 

 

9. Adjustments Upon Changes in Capitalization. In the event of any change in the outstanding Shares subsequent to the effective date of the Planby reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, 

 

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consolidation or any change in the corporate structure or Shares of the Corporation, the maximum aggregate number, class and exercise price of shares as towhich Awards may be granted under the Plan and the number and class of shares with respect to which Awards theretofore have been granted under the Plan shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

 

10. Effect of Merger. In the event of any merger,consolidation or combination of the Corporation (other than a merger, consolidation or combination in which the Corporation is the continuing entity and which does not result in the outstanding Shares being converted into or exchanged for differentsecurities, cash or other property, or any combination thereof) pursuant to a plan or agreement the terms of which are binding upon all stockholders of the Corporation (except to the extent that dissenting stockholders may be entitled, understatutory provisions or provisions contained in the certificate of incorporation, to receive the appraised or fair value of their holdings), any Participant to whom an Option has been granted at least 6 months prior to such event shall have theright (subject to the provisions of the Plan and any limitation applicable to such Option), thereafter and during the term of each such Option, to receive upon exercise of any such Option an amount equal to the excess of the fair market value on thedate 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 over the Exercise Price of such Option, multiplied by the number of Shares withrespect to which such 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 moreof such kind or kinds of property, all in the discretion of the Committee. 

 

11. Effect of Change in Control. Each of the events specified in the following clauses (i) through (ii) of this Section 11 shall be deemed a “change of control”: (i) as a result of, or in connectionwith, any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Corporation shall cease to constitute a majority of theBoard of Directors of the Corporation or (ii) the shareholders of the Corporation shall approve an agreement providing either for a transaction for a sale or other disposition of all or substantially all the assets of the Corporation. If a tenderoffer or exchange offer for Shares (other than such an offer by the Corporation) is commenced, or if the event specified in clause (ii) above shall occur, unless the Committee shall have otherwise provided in the instrument evidencing the grant ofan Option, all Options theretofore granted and not fully exercisable shall become exercisable in full upon the happening of such event and shall remain so exercisable for a period of sixty days following such date, after which they shall revert tobeing exercisable in accordance with their terms; provided, however, that no Option shall be exercisable by a director, senior officer or ten percent or more beneficial owner of the Corporation within six months of the date of grant of such Optionand no Option which has previously been exercised or otherwise terminated shall become exercisable. 

 

12. Assignments and Transfers. No Award nor any right or interest of a Participant under the Plan in any instrument evidencing any Award under thePlan may be assigned, encumbered or transferred except, in the event of the death of a Participant, by will or the laws of descent and distribution or in the case of Awards other than Incentive Stock Options pursuant to a qualified domesticrelations order, as defined in the Code or Title I of ERISA or the rules thereunder. 

 

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13. Employee Rights Under the Plan. No director, officer or employee shall have a right to beselected as a Participant nor, having been so selected, to be selected again as a Participant and no director, officer, employee or other person shall have any claim or right to be granted an Award under the Plan or under any other incentive orsimilar plan of the Corporation or any Affiliate. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Corporation or any Affiliate. 

 

14. Delivery and Registration of Stock. The Corporation’sobligation to deliver Shares with respect to an Award shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant to whom such Shares are to be delivered, in such form asthe Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933 or any other Federal, state or local securities legislation or regulation, or any exemptions thereof. 

 

15. Withholding Tax. Where a Participant or other person is entitledto receive Shares pursuant to the exercise of an Option pursuant to the Plan, the Corporation may, in its sole discretion, shall have the right to require the Participant or such other person to pay the Corporation the amount of any taxes which theCorporation is required to withhold with respect to such Shares. 

 

16. Amendment or Termination. The Board of Directors of the Corporation may amend, suspend or terminate the Plan or any portion thereof at any time, but no amendment shall be made without approval of the stockholders of theCorporation which shall (i) materially increase the aggregate number of Shares with respect to which Awards may be made under the Plan, (ii) materially increase the aggregate number of Shares which may be subject to Awards to Participants who arenot Employees or (iii) change the class of persons eligible to participate in the Plan; provided, however, that no such amendment, suspension or termination shall impair the rights of any Participant, without his consent, in any Award theretoforemade pursuant to the Plan. 

 

17. Effective Date and Term ofPlan. The Plan shall become effective upon its ratification by the Corporation’s stockholders. It shall continue in effect for a term of ten years unless sooner terminated under Section 16 hereof. 

 

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