First Capital Bankers, Inc. 1996 Executive Stock Option Plan




 Exhibit 10.12 
  
 FIRST CAPITAL BANKERS, INC. 
 1996 Executive Stock Option Plan 
  
 1. PURPOSE. The purpose of the 1996 Executive Stock Option Plan (the “Plan”), is to promote the interests of First Capital Bankers, Inc. (the “Company”), and its subsidiaries, by affording an incentive to certain
officers and key management employees to remain in the employ of the Company and to use their best efforts in its behalf; and further to aid the Company in attracting, maintaining, and developing capable management personnel of a caliber required to
insure the Company’s continued success, by means of an offer to such persons of an opportunity to acquire or increase their proprietary interest in the Company through the granting of options to purchase the Company’s stock pursuant to the
terms of this Plan. 
  
 2. SHARES SUBJECT TO PLAN. (a) The shares
to be delivered upon exercise of options granted under the Plan shall be made available, at the discretion of the Board of Directors, from the authorized unissued shares of the Company’s Common Stock $1.00 par value (the “Common
Stock”) or from shares of Common Stock reacquired by the Company, including shares purchased in the open market. 
  
 (b) Subject to adjustments made pursuant to provisions of Section 12, the aggregate number of shares which may be issued upon exercise of
all options which may be granted under the Plan shall not exceed 47,260 shares of the Common Stock of the Company. 
  
 (c) In the event that any option granted under the Plan expires or terminates for any reason whatsoever without having been exercised in
full, the shares subject to, but not delivered under, such option shall become available for other options to the same employee or other employees without decreasing the aggregate number of shares which may be granted under the Plan; or shall be
available for any lawful corporate purpose. 
  
 (d) More than one option may be granted to an optionee pursuant to this Plan. 
  
 3. OPTION AGREEMENTS. (a) Each option under the Plan shall be evidenced by an option agreement, which shall be signed by an officer of the Company and by the employee and which shall contain such provisions as may be
approved by the Committee (as defined in Section 4). 
  
 (b) The option agreements shall constitute binding contracts between the Company and the optionee and every optionee, upon acceptance of such option agreement, shall be bound by the terms and restrictions of this Plan and of the option
agreement. 
  
 (c) The terms of the option
agreement shall be in accordance with this Plan, but may include additional provisions and restrictions, provided that the same are not inconsistent with the Plan. 
  

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 4. ADMINISTRATION. The Board of Directors shall appoint an option committee (hereinafter called the
“Committee”), to administer the Plan, which Committee shall consist of not less than three nor more than five members of the Board, to serve at the pleasure of the Board. The Committee shall have full power and authority to construe,
interpret, and administer the Plan and may from time to time adopt such rules and regulations for carrying out this Plan as it may deem proper and in the best interests of the Company. Subject to the terms, provisions, and conditions of the Plan,
the Committee shall have exclusive jurisdiction (i) to select the key employees to whom options shall be granted, (ii) to determine the number of shares subject to each option, (iii) to determine the time or times when options will be granted, (iv)
to determine the option price of the shares subject to each option, (v) to determine the time when each option may be exercised, (vi) to determine whether the option granted shall be an “incentive stock option” within the meaning of the
Internal Revenue Code or an option which is not an incentive stock option (“nonqualified option”), (vii) to fix such other provisions of the option agreement as the Committee may deem necessary or desirable consistent with the terms of
this Plan, and (viii) to determine all other questions relating to the administration of the Plan. The interpretation of any provisions of this Plan by the Committee shall be final, conclusive, and binding upon all persons and the Board of Directors
shall place into effect the determinations of the Committee. 
  
 5. ELIGIBILITY. Key employees of the Company and any of its subsidiaries, including officers and directors who are salaried employees shall be eligible to receive options. The fact that an employee has been granted an option under this Plan
shall not in any way affect or qualify the right of the employer to terminate his employment at any time. Nothing contained in this Plan shall be construed to limit the right of the Company to grant options otherwise than under the Plan for any
proper and lawful corporate purpose, including but not limited to options granted to key employees. Key employees to whom options may be granted under the Plan will be those selected by the Committee from time to time who, in the sole discretion of
the Committee, have contributed in the past or who may be expected to contribute materially in the future to the successful performance of the Company. 
  
 6. OPTION PRICE. The price at which shares of stock may be purchased under an option granted pursuant to this Plan shall be determined by the Committee
but shall not be less than 100 percent of fair market value of such shares on the date that the option is granted, such fair market value to be determined by, and in accordance with procedures to be established by, the Committee. However, under no
circumstances shall the fair market value as determined by the Committee be less than the book value of the Company’s Common Stock as reflected in the Company’s most recent financial statements, prepared by the certified public accountant
who is then servicing the Company’s account, which are prepared in accordance with generally accepted accounting principles. For all purposes of this Plan, the fair market value of shares subject to option shall be deemed conclusive, upon the
determination of the Committee made in good faith. The option price will be subject to adjustments in accordance with provisions of Section 10 herein. 
  

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 7. EXERCISE OF OPTIONS. (a) Subject to the provisions of the Plan with respect to termination of
employment under Section 9 herein, the period during which each option may be exercised shall be fixed by the Committee at the time such option is granted, but such period shall expire not later than ten years from the date the option is granted.

  
 (b) Each incentive stock option granted under
the Plan may be exercised, except as provided in Section 9, only during the continuance of the optionee’s employment with the Company or one of its subsidiaries. Subject to the foregoing limitations and the terms and conditions of the option
agreement, each option shall be exercisable in whole or in part in installments at such time or times as the Committee may prescribe and specify in the applicable option agreement. 
  
 (c) No shares shall be delivered pursuant to any exercise of an option until the requirements of such laws
and regulations as may be deemed by the Committee to be applicable to them are satisfied and until payment in full in cash (or other acceptable consideration as set forth in the option agreement) of the option price for them is received by the
Company. No optionee, or the legal representative, legatee, or distributee of an optionee, shall be deemed to be a holder of any shares subject to any option unless and until the certificate or certificates for them have been issued. 
  
 8. TEN-PERCENT OWNERS. Notwithstanding the provisions of paragraphs 6 and 7,
above, the following terms and conditions shall apply to any incentive stock options granted hereunder to a “10-percent owner.” For this purpose, a “10-percent owner” shall mean an optionee who, at the time the option is granted,
owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any subsidiary thereof. With respect to a 10-percent owner: 
  
 (a) the price at which shares of stock may be purchased under an incentive stock option granted pursuant to
this Plan shall be not less than 110 percent of the fair market value thereof, said fair market value being determined in the manner described at paragraph 6, above; and 
  
 (b) the period during which any such incentive stock option may be exercised, to be fixed by the Committee
in the manner described at paragraph 7, above, shall expire not later than five years from the date the option is granted. 
  
 9. ANNUAL LIMIT ON GRANT AND EXERCISE OF INCENTIVE STOCK OPTIONS. No employee eligible to participate herein shall be granted incentive stock options to
purchase shares, which said incentive options are exercisable during any one calendar year, to the extent that the fair market value of such shares (determined at the time that the options are granted) exceeds $100,000. No employee shall be given
the opportunity to exercise incentive stock options granted hereunder with respect to shares valued in excess of $100,000 in any calendar year, except and to the extent that the options shall have accumulated over a period in excess of one year.

  

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 10. OTHER TERMS AND CONDITIONS. Options granted hereunder may contain such other and additional terms,
not inconsistent with the terms of this Plan, which are deemed necessary or desirable by the Committee, which such terms, together with the terms of this Plan, constitute such option as an “Incentive Stock Option” within the meaning of
Section 422 of the 1986 Internal Revenue Code and lawful regulations thereunder. 
  
 11. TRANSFERABILITY OF OPTIONS. An option granted under the Plan may not be transferred except by will or the laws of descent or distribution, and during the lifetime of the employee to whom granted, may be exercised
only by such employee. 
  
 12. CAPITAL ADJUSTMENTS AFFECTING
STOCK. In the event of a capital adjustment resulting from a stock dividend, stock split, reorganization, merger, consolidation, or a combination or exchange of shares, the number of shares of stock subject to this Plan and the number of shares
under option shall be adjusted consistent with such capital adjustment. The price of any share under option shall be adjusted so that there will be no change in the aggregate purchase price payable under exercise of any such option. The granting of
an option pursuant to this Plan shall not affect in any way the right or power of the Company to make adjustments, reorganizations, reclassifications, or changes of its capital or business structure or to merge, consolidate, dissolve, liquidate, or
sell or transfer all or any part of its business or assets. 
  
 13. AMENDMENTS, SUSPENSION, OR TERMINATION. The Board of Directors of the Company shall have the right, at any time, to amend, suspend or terminate the Plan in any respect which it may deem to be in the best interests of the Company,
provided, however, no amendments shall be made in the Plan without the approval of the stockholders of the Company which: 
  
 (a) Increase the total number of shares for which options may be granted under this Plan for all key employees or for any one of them
except as provided in Section 10; 
  
 (b) Change
the minimum purchase price for the optioned shares, except as provided in Section 10; 
  
 (c) Affect outstanding options or any unexercised rights thereunder, except as provided in Section 7; 
  
 (d) Extend the option period provided in Section 7 or make
an option exercisable earlier than as specified in Section 7; 
  
 (e) Extend the termination date of the Plan. 
  
 14. EFFECTIVE DATE, TERM, AND APPROVAL. Subject to the approval of the stockholders of the Company, the Plan shall take effect on June 20, 1996. This Plan will terminate on June 19, 2006 and no options may be granted
under the Plan after that date, unless an earlier termination date after which no options may be granted under the Plan is fixed by 

  

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action of the Board of Directors, but any option granted prior thereto may be exercised in accordance with its terms. The Plan and all options granted
pursuant to it are subject to all laws, approvals, requirements and regulations of any governmental authority which may be applicable thereto and, notwithstanding any provisions of the Plan or option agreement, the holder of an option shall not be
entitled to exercise his option nor shall the Company be obligated to issue any shares to the holder if such exercise or issuance shall constitute a violation by the holder or the Company of any provisions of any such approval requirements, law or
regulation. 
  

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