Ex-10.1



 





EXHIBIT 10.1




 





SOUTHEAST BANCSHARES, INC.




STOCK OPTION PLAN




 





 









 





	 	 	 	 	 	 	 
	 	 	 Table of
Contents 	 	 Page	 
	1.
	 	Establishment and Purpose of the Plan	 	 	2	 
	 
	 	 	 	 	 	 
	2.
	 	Definitions	 	 	2	 
	 
	 	 	 	 	 	 
	3.
	 	Eligibility	 	 	3	 
	 
	 	 	 	 	 	 
	4.
	 	Plan Administration	 	 	3	 
	 
	 	 	 	 	 	 
	5.
	 	Shares Subject to the Plan	 	 	3	 
	 
	 	 	 	 	 	 
	6.
	 	Types of Grants	 	 	3	 
	 
	 	 	 	 	 	 
	7.
	 	Options	 	 	4	 
	 
	 	 	 	 	 	 
	8.
	 	Adjustments Upon Changes in Capitalization	 	 	4	 
	 
	 	 	 	 	 	 
	9.
	 	Termination and Amendment	 	 	5	 
	 
	 	 	 	 	 	 
	10.
	 	Non-Assignability	 	 	5	 
	 
	 	 	 	 	 	 
	11.
	 	Exercise by Estate	 	 	5	 
	 
	 	 	 	 	 	 
	12.
	 	General Provisions	 	 	5	 
	 
	 	 	 	 	 	 
	13.
	 	Change of Control of the Bank	 	 	6	 
	 
	 	 	 	 	 	 
	14.
	 	Undercapitalization	 	 	7	 






Exhibit 10.1-1




 









 





SouthEast Bancshares, Inc. Stock Option Plan





1. Establishment and Purpose of the Plan. The purpose of this Plan is to provide a flexible
means of compensation and motivation for outstanding performance by employees and directors of the
Company and its Subsidiaries (including the Bank) and certain other persons to further the growth
and profitability of the Company.




2. Definitions.




     Bank. SouthEast Bank & Trust, a bank chartered under the laws of Tennessee, and any successor
or transferee of substantially all of its business or assets.




     Board or Board of Directors. The Board of Directors of the Company.




     Common Stock. The common stock of the Company, $1.00 par value.




      Company. SouthEast Bancshares, Inc., a Tennessee corporation, and any successor or transferee
of substantially all of its business or assets.




      Director. Any member of the board of directors of the Company or any of its Subsidiaries.




     Employee. A full-time key employee of the Company, the Bank, or any other Subsidiary,
including an officer who is such an employee.




      Fair Market Value. The fair market value of the shares of Common Stock as of such date as
determined in good faith by the Board of Directors.




     Incentive Stock Option. Any Option intended to meet the requirements of an incentive stock
option as defined in Section 422.




     Non-Qualified Stock Option. Any Option not intended to be an Incentive Stock Option.




     Option. An option to purchase Common Stock granted under the Plan, including both an
Incentive Stock Option and a Non-Qualified Stock Option.




      Person. An individual, a partnership, a corporation, or any other private, governmental or
other entity.




     Plan. The SouthEast Bancshares, Inc. Stock Option Plan herein set forth, as the same may from
time to time be amended.




     Rule 16b-3. Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and any
successor rule or regulation.



Exhibit 10.1 - 2




 









 






          Section 422. Section 422 of the Internal Revenue Code of 1986, as amended, or any
successor statute.




          Subsidiary. Any business association (including a corporation or a partnership) in an
unbroken chain of such associations beginning with the Company if each of the associations (other
than the last association in such chain) owns equity interests possessing 50% or more of the
combined voting power of all classes of equity interests in one of the other associations in such
chain.




     3. Eligibility. A grant under this Plan may be made to any Employee or Director or any other
person as to whom the Board of Directors determines that making such grant is in the best interests
of the Company; provided, however, that (i) no grant may be made to a Director other than as
provided under Rule 16b-3, and (ii) no grant of an Incentive Stock Option may be made to a person
other than an Employee.




     4. Plan Administration. This Plan shall be administered by the Board of Directors. The Board
of Directors shall have full power to interpret and administer this Plan and full authority to act
in selecting the grantees and in determining type and amount of grants, the terms and conditions
of grants, and the terms of agreements which will be entered into with grantees governing such
grants. The Board of Directors shall have the power to make rules and guidelines for carrying out
the Plan and to make changes in such rules and guidelines from time to time as it deems proper.
Any interpretation by the Board of Directors of the terms and provisions of the Plan and the
administration thereof and all action taken by the Board of Directors shall be final and binding.




     5. Shares Subject to the Plan. Subject to adjustment as provided in this Section 5 or Section
8 hereof, the total number of shares of Common Stock available for grant under this Plan shall be
one hundred seventy-six thousand five hundred forty-nine (176,549) shares of Common Stock. Common
Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares,
treasury shares and shares acquired in the open market or by private purchase by the Company. Any
Common Stock which is purchased shall be purchased by the Company at prices no higher than the
Fair Market Value of such Common Stock at the time of purchase. If for any reason any shares of
Common Stock issued under any grant hereunder are forfeited or canceled, or a grant otherwise
terminates or is terminated for any reason without the issuance of any shares, then all such
shares, to the extent of any such forfeiture, cancellation or termination, shall again be available
for grant under this Plan.




     6. Types of Grants.




          (a) The Board of Directors may make such grants under this Plan as in its discretion it deems
advisable to effect the purpose of the Plan, including without limitation grants of Incentive Stock
Options and Non-Qualified Stock Options. Such grants may be issued separately or in combination,
or in tandem, and additional grants may be issued in combination, or in tandem, with grants
previously issued under this Plan or otherwise. As used in this Plan, references to grants in
tandem shall mean grants consisting of more than one type of grant where the exercise of one
element of the grant effects the cancellation of one or more other elements of the grant.



Exhibit 10.1 - 3




 









 






     (b) The exercise price of an Option or other grant shall equal at least 100% of the Fair
Market Value of the shares of Common Stock on the date of such grant, and be paid in cash or such
other consideration as the Board of Directors may determine consistent with applicable law.




     7.
Options.




          (a) Each Option shall have such terms and conditions as the Board of Directors shall
determine in accordance with this Plan. A grantee shall have no rights of a shareholder with
respect to any shares of Common Stock subject to an Option unless and until a certificate for such
shares shall have been issued.




          (b) All the provisions of Section 422 and the regulations thereunder as in effect from time to
time are hereby incorporated by reference herein with respect to Incentive Stock Options to the
extent that their inclusion in this Plan is necessary from time to time to preserve their status as
Incentive Stock Options for purposes of Section 422. Each provision of this Plan and each
agreement relating to an Incentive Stock Option shall be construed so that it shall be an Incentive
Stock Option for purposes of Section 422, and any provisions thereof which cannot be so construed
shall be disregarded.




          (c) Notwithstanding any other provision herein contained, no Employee may receive an
Incentive Stock Option under this Plan if such Employee, at the time the award is granted, owns (as
defined in Section 424(d) of the Internal Revenue Code, as amended (the “Code”)) stock possessing
more than 10% of the total combined voting power of all classes of stock of the Company, its
parent or any Subsidiary, unless the option price for such Incentive Stock Option is at least 110%
of the Fair Market Value of the Common Stock subject to such Incentive Stock Option on the date of
grant and such Option is not exercisable after the date five (5) years from the date such Option is
granted.




          (d) The aggregate Fair Market Value (determined with respect to each Incentive Stock Option as
of the time such Incentive Stock Option is granted) of the capital stock with respect to which
Incentive Stock Options are exercisable for the first time by an Employee during any calendar year
(under this Plan or any other plan of the Company or the parent or any Subsidiary of the Company)
shall not exceed $100,000.




          (e) No Option shall exceed ten (10) years in duration. No Incentive Stock Option shall be
granted pursuant to this Plan at any time beyond ten (10) years from the earlier of the adoption
date of this Plan or the date of shareholder approval of the Plan.




     8. Adjustments Upon Changes in Capitalization. In the event of a reorganization,
recapitalization, stock split, stock dividend, issuance of securities convertible into Common
Stock, combination of shares, merger, consolidation or any other change in the corporate structure
of the Company affecting Common Stock, or a sale by the Company of all or substantially all of its
assets, or any distribution to share holders other than a normal cash dividend, or any assumption
or conversion of outstanding grants as a result of an acquisition, and except as otherwise provided
in an agreement between the grantee and the Company, the Board of Directors shall make appropriate
adjustment in the number and kind of shares authorized by



Exhibit 10.1 - 4




 









 





this Plan and any adjustments in outstanding grants as it deems appropriate to maintain
equivalent value; provided, however, that adjustments to Incentive Stock Options shall meet the
applicable requirements of Section 422 and Section 424 of the Code.





     9.  Termination and Amendment.




          (a) This Plan shall be effective upon its adoption by the Board of Directors, provided that
approval by the shareholders of the Bank is obtained within the 12 months preceding or following
such adoption. It shall remain in full force and effect unless terminated by the Board of
Directors, which shall have the power to amend, suspend, terminate or reinstate this Plan at any
time, provided that no amendment which increases the number of Shares of Common Stock subject to
the Plan, or materially adversely affects the availability of Rule 16b-3 with respect to this Plan,
shall be made without the approval of the shareholders of the Bank.




          (b) Without limiting the generality of the foregoing, the Board of Directors may (i) amend any
limitations in this Plan if and when they are no longer required under Rule 16b-3 or Section 422
and (ii) amend the provisions of this Plan to assure its continued compliance with Rule 16b-3 and
Section 422.




     10.
Non-Assignability. Unless otherwise specified in an agreement between a grantee and the
Company, grants are not transferable other than by will or the laws of descent and distribution. A
grant is exercisable during the grantee’s lifetime only by the grantee or his or her guardian or
legal representative.




     11.
Exercise by Estate. Any provision of this Plan to the contrary notwithstanding, unless
otherwise determined by the Board of Directors, the estate of any grantee shall have 12 months
from the date of such grantee’s death to exercise any grant hereunder, or such longer period as the
Board of Directors may determine.




     12.
General Provisions.




          (a) Nothing contained in this Plan, or in any grant made pursuant to this Plan, shall confer
upon any grantee any right with respect to terms, conditions or continuance of employment by the
Company or any Subsidiary.




          (b) For purposes of this Plan, transfer of employment between the Company and any of its
Subsidiaries shall not be deemed termination of employment.




          (c) Appropriate provision may be made by the Board of Directors for all taxes required to be
withheld in connection with any grant, the exercise thereof, and the transfer of shares of Common
Stock, in respect of any federal, state, local or foreign withholding taxes. In the case of
payment in the form of Common Stock, the Company shall have the right to retain the number of
shares of Common Stock whose Fair Market Value equals the amount to be withheld.




          (d) If any day on or before which such action by the Plan must be



Exhibit 10.1 - 5




 









 




taken falls on a Saturday, Sunday or legal holiday, such action may be taken on the next
succeeding day which is not a Saturday, Sunday or legal holiday.





          (e) This Plan and all determinations made and actions taken pursuant thereto shall be governed
by the substantive laws and procedural provisions of the State of Tennessee, without regard to
principles of conflicts of laws, unless otherwise governed by federal law.




          (f) The Board of Directors may amend any outstanding grants to the extent it deems
appropriate, provided that the grantee’s consent shall be required in the case of amendments
adverse to the grantee.




     13.Change of Control of the Bank.




          (a) Any provision of this Plan to the contrary notwithstanding, in the event of a change in
control of the Company, unless (i) otherwise directed by the Board of Directors by resolution
adopted prior to such Change in Control or within ten days thereafter or (ii) otherwise provided
in the agreement entered into between the Company and a recipient grantee, all of the grants under
this Plan shall become completely vested and immediately exercisable.




          (b) For purposes of this Section 13, “Change in Control” of the Company shall mean the
occurrence of one or more of the following:




          (i) acquisition in one or more transactions of 25 percent or more of the Common Stock by
any Person, or by two or more Persons acting as a group, other than directly from the
Company;




          (ii) acquisition in one or more transactions of at least 15 percent but less than 25
percent of the Common Stock by any Person, or by two or more Persons acting as a group
(excluding officers and directors of the Company), and the adoption by the Board of
Directors of a resolution declaring that a change in control of the Company has occurred;




          (iii) a merger, consolidation, reorganization, recapitalization or similar transaction
involving the securities of the Company upon the consummation of which more than 50 percent
in voting power of the voting securities of the surviving corporation(s) is held by Persons
other than former shareholders of the Company; or




          (iv) 25 percent or more of the directors elected by shareholders of the Company to the
Board of Directors are persons who were not listed as nominees in the Company’s then most
recent proxy statement (the “New Directors”), unless a majority of the members of the Board
of Directors, excluding the New Directors, vote that no change of control shall have
occurred by virtue of the election of the New Directors.




          (c) If grants shall become exercisable pursuant to this Section 13, the



Exhibit 10.1 - 6





 









 




Company shall use its best efforts to assist the grantees in exercise of their grants in such a manner as to avoid liability
to the Company for profits under section 16(b) of the Securities
Exchange Act of 1934, as amended, as a result of such exercise, including (not by way of limitation) explanation of and assistance in meeting the requirements of Paragraph (e) of Rule 16b-3.




     14. Undercapitalization. In the event of the Company’s or the Bank’s capital falls below minimum regulatory requirements, as determined
by the Company’s or the Bank’s primary state or federal regulator, the Company’s
or the Bank’s primary state or federal regulator may direct to
company to require any holder granted options under this Plan
to exercise or forfeit their stock rights under those grants.



          IN
WITNESS WHEREOF, the forgoing SouthEast Bancshares, Inc. Stock Option
Plan has been executed this 11th day of April, 2006.



	 	 	 	 	 
	 	SouthEast Bancshares, Inc.

 	 
	 	By:  	/s/ Tom B. Hughes, III, President and COO
 	 
	 	 	Tom B. Hughes, III , President and COO 	 
	 	 	 	 
	 



	 	 	 
	Attest:
	 	 
	 
	 	 
	/s/ F. Stephen Miller

	 	 
	 
	 	 
	F. Stephen Miller
	 	 






Exhibit 10.1-7




 









 





Amendment Number 1 to




SouthEast Bancshares, Inc. (the “Company”) Stock Option Plan




     Amendment
of Existing Plan. Except as specifically set forth in this Amendment Number 1 to
SouthEast Bancshares, Inc. Stock Option Plan, the SouthEast Banchshares, Inc. Stock Option Plan,
dated as of April 11, 2002 (the “Initial Plan”), shall continue in full force and effect.



     Amendment
to Section 5 (Shares Subject to the Plan). The first sentence of Section 5 of the
Initial Plan shall be deleted in its entirety and replaced by the following:




“Subject to the adjustments as provided in this Section 5 or Section 8 hereof, the
total number of shares of Common Stock available for grant under this Plan shall be
250,000 shares of Common Stock.”



     IN WITNESS WHEREOF, the foregoing Amendment No. 1 to SouthEast Bancshares, Inc. Stock Option
Plan has been executed this 26th day of April, 2005.



	 	 	 	 	 
	 	SOUTHEAST BANCSHARES, INC.

 	 
	 	By:  	/s/ Sidney Breaux, Secretary
 	 
	 	 	Sidney Breaux, Secretary 	 
	 	 	 	 
	 
	 	ATTEST:

 	 
	 	/s/ Shellie Fugate
 	 
	 	Shellie Fugate       	 
	 	 	 
	 



Exhibit 10.1 - 8