Exhibit 10.2 

 

**COAST FINANCIAL HOLDINGS, INC.**

 

**2005 STOCK INCENTIVE PLAN**

 

**ARTICLE I**

**The Plan**

 

**1.1****Establishment ofthe Plan.** Coast Financial Holdings, Inc., a Florida corporation (the “*Corporation*”), hereby establishes the “Coast Financial Holdings, Inc. 2005 Stock Incentive Plan” (hereinafter referred to as the“*Plan*”). The Plan permits the grant of incentives in the form of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, or an Unrestricted Stock Award, and any combination thereof. Unlessotherwise defined, all capitalized terms have the meaning ascribed to them in Article II. 

 

**1.2****Purpose.** The purpose of the Plan is to advance the interests of the Corporation and its shareholders by offering officers, employees, and directors incentives that will promote the identification oftheir personal interests with the long-term financial success of the Corporation and with growth in shareholder value. The Plan is designed to strengthen the Corporation’s ability to recruit, attract, and retain, highly qualified managers andstaff, and qualified and knowledgeable independent directors capable of furthering the future success of the Corporation by encouraging the ownership of Shares (as defined below) by such employees and directors and to strengthen the mutuality ofinterest between employees and directors, on one hand, and the Corporation’s shareholders, on the other hand. The equity investments granted under the Plan are expected to provide employees with an incentive for productivity and to provide bothemployees and directors with an opportunity to share in the growth and value of the Corporation. 

 

**ARTICLE II**

**Definitions**

 

As used in this Plan, unless the context otherwise requires, the followingcapitalized terms are defined as follows: 

 

**2.1***“Additive SARs”* shall have the meaning set forth in Section 7.1(b) of this Plan. 

 

**2.2***“Award”* shall mean any award under this Plan of any Stock Option, SAR, or Restricted Stock. Each separate grant of a Stock Option, SAR, Restricted Stock or an Unrestricted Stock Award, toan Employee or a Director, and each group of Stock Options, SARs, Restricted Stock, or Unrestricted Stock Award which mature on a separate date is treated as a separate Award.**

 

**2.3***“Award Agreement”* means the written agreement between the Corporation and a Participantimplementing the grant of, and evidencing and reflecting the terms of, an Award. 

 

**2.4***“Board”* or *“Board of Directors”* means the Board of Directors of the Corporation, as constituted from time to time. 

 

**2.5***“Cause”* means a determination by the Board ofDirectors that a Participant has: (a) engaged in any type of disloyalty to the Corporation, including without limitation fraud, embezzlement, 

theft, or dishonesty in the course of his or her employment or service, or has otherwise breached a duty owed to the Corporation, (b) been convicted of amisdemeanor involving moral turpitude or a felony, (c) pled *nolo contendere* to a felony, (d) disclosed trade secrets, customer lists, or confidential information of the Corporation to unauthorized parties, except as may be required by law, or(e) materially breached any material agreement with the Corporation, unless such agreement was materially breached first by the Corporation. 

 

**2.6***“Change of Control”* shall have the meaning set forth in Section 9.2 of this Plan. 

 

**2.7***“Code”* means the Internal Revenue Code of 1986,as amended, and the rules and regulations thereunder. Reference to any provision of the Code or rule or regulation thereunder shall be deemed to include any amended or successor provision, rule, or regulation. 

 

**2.8***“Committee”* means the committee appointed by theBoard in accordance with Section 3.1 of the Plan, if one is appointed**,** to administer this Plan. If no such committee has been appointed, the term Committee shall refer to the Board of Directors. 

 

**2.9***“Common Shares” or “Shares”* means thecommon shares, $5.00 par value per share, of the Corporation. 

 

**2.10 “***Corporation”* shall mean Coast Financial Holdings, Inc. or any successor thereto as provided in Section 13.8 hereto. 

 

**2.11 “***Date of Exercise”* means the date on which the Corporation receives notice of the exercise of a Stock Option in accordancewith the terms of Section 6.8 of this Plan or of an SAR in accordance with the terms of Article VII of this Plan. 

 

**2.12***“Date of Grant”* or *“Award Date”* shall be the date on which an Award is made by the Committee under thisPlan. Such date shall be the date designated in a resolution adopted by the Committee pursuant to which the Award is made; provided, however, that such date shall not be earlier than the date of such resolution and action thereon by the Committee.In the absence of a date of grant or award being specifically set forth in the Committee’s resolution, or a fixed method of computing such date, then the Date of Grant or Award Date shall be the date of the Committee’s resolution andaction. 

 

**2.13***“Director”* means anyperson who is a member of the Board of Directors of the Corporation or any of its Subsidiaries. 

 

**2.14***“Employee”* means any person who is an officer or full-time employee of the Corporation or any of its Subsidiaries and whoreceives from it regular compensation (other than pension, retirement allowance, retainer, or fee under contract). An Employee does not include independent contractors or temporary employees. 

 

**2.15***“Exchange Act”* means the Securities Exchange Actof 1934, as amended from time to time. 

 

**2.16***“Exercise Period”* means the period during which a Stock Option or a SAR may be exercised. 

**2.17***“Exercise Price”* means the price for Shares at which a Stock Option may beexercised. 

 

**2.18***“Fair Market Value”* ofa Common Share on a particular date shall be the closing price for a Common Share as quoted on the National Association of Securities Dealers Automated Quotation System National Market (“*Nasdaq-NMS*”), or any other nationalsecurities exchange on which the Common Shares are listed (as reported by the *Wall Street Journal* or, if not reported thereby, any other authoritative source selected by the Committee), or if there is no trading on that date, on the nextpreceding date on which there were reported share prices. If the Common Shares are quoted on any other inter-dealer quotation system (but not quoted by Nasdaq-NMS or any national securities exchange), then the Fair Market Value per Common Share on aparticular date shall be the mean of the bid and asked prices for a Common Share as reported in the *Wall Street Journal* or, if not reported thereby, any other authoritative source selected by the Committee. If the Common Shares are not quotedby the Nasdaq-NMS or any other inter-dealer quotation system, and are not listed on any national securities exchange, then the “Fair Market Value” of a Common Share shall be determined by the Committee pursuant to any reasonable methodadopted by it in good faith for such purpose. In the case of an Incentive Stock Option, if the foregoing method of determining the fair market value is inconsistent with Section 422 of the Code, “Fair Market Value” shall be determined bythe Committee in a manner consistent with the Code and shall mean the value as so determined. 

 

**2.19** “*Freestanding SARs*” shall have the meaning set forth in Section 7.1(c) of this Plan. 

 

**2.20***“Incentive Stock Option”* or *“ISO”* means any Stock Option awarded under this Plan intended to be anddesignated as an incentive stock option within the meaning of Section 422 of the Code. 

 

**2.21***“Non-Employee Director”* shall have the meaning as set forth in, and interpreted under, Rule 16b-3(b)(3) promulgated by the SEC under the Exchange Act, or any successor definition adoptedby the SEC. 

 

**2.22***“Nonqualified StockOption”* means any Stock Option awarded under this Plan which is not an Incentive Stock Option. 

 

**2.23***“Participant”* means each Employee or Director to whom an Award has been granted under this Plan. 

 

**2.24***“Payment Share”* shall have the meaning set forthin Section 6.8(b) of this Plan. 

 

**2.25***“Person”* shall mean an individual, partnership, corporation, limited liability company or partnership, trust, joint venture, unincorporated association, or other entity or association. 

 

**2.26***“Plan”* means this Coast Financial Holdings, Inc.2005 Stock Incentive Plan as defined in Section 1.1 hereof. 

 

**2.27******“***Related Option***”** means an Incentive Stock Option or a Nonqualified Stock Option granted in conjunction with the grant of a Stock Appreciation Right. 

 

**2.28**“*Restricted Period*” shall have the meaning setforth in Section 8.3(b) of the Plan. 

**2.29***“Restricted Stock”* shall mean the Common Shares issuable pursuant to aParticipant pursuant to Article VIII of this Plan. 

 

**2.30***“SEC”* means the Securities and Exchange Commission. 

 

**2.31***“Securities Act”* means the Securities Act of 1933, as amended from time to time. 

 

**2.32***“Stock Appreciation Right”* or “*SAR”*means an Award designated as a Stock Appreciation Right granted to aParticipant pursuant to Article VII of this Plan*.*

 

**2.33***“Stock Option”* means any Incentive Stock Option or Nonqualified Stock Option to purchase Common Shares that are awarded under this Plan. 

 

**2.34***“Subsidiary”* or *“Subsidiaries”* means any corporation or corporations otherthan the Corporation organized under the laws of the United States or any other jurisdiction that the Board of Directors designates, in an unbroken chain of corporations beginning with the Corporation if each corporation other than the lastcorporation in the unbroken chain owns more than 50% of the total combined voting power of all classes of stock in one of the other corporation in such chain. 

 

**2.35***“Tandem SARs”* shall have the meaning set forth in Section 7.1(a) of this Plan. 

 

**2.36***“Toomey Affiliates”* shall have the meaning setforth in Section 9.2(a) of this Plan. 

 

**2.37***“Unrestricted Stock Award”* means an Award of Shares pursuant to Section 8.9 of this Plan. 

 

**2.38***“Voting Securities”* shall have the meaning set forth in Section 9.2(a) of this Plan. 

 

**ARTICLE III**

**Administration of the Plan**

 

**3.1****The Committee.** This Plan shall be administered by the Committee, subject to such terms and conditions as the Board may prescribe from time to time. Pursuant to applicable provisions of theCorporation’s Articles of Incorporation, as amended, and Bylaws, the Committee, which shall be appointed by the Board, shall consist of no fewer than three (3) members of the Board. Members of the Committee shall serve for such period of timeas the Board may determine. From time to time the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause), and appoint new members, fill vacancies however caused, and remove all members andthereafter directly administer the Plan. During such times as the Corporation’s Common Shares are registered under the Exchange Act, all members of the Committee shall be: (a) “independent directors” as that terms is defined underRule 4200 of the NASD Marketplace Rules, and (b) “outside directors” as defined under Section 162(m)(4)(C)(i) of the Code.****

 

**3.2****Duties and Powers of the Committee.** Subject to the express provisions of this Plan, the Committee shall have all the power and authorityto, and shall be authorized to take any and all actions required, necessary, or desirable to administer the Plan. In addition to any other powers, subject to the provisions of the Plan, the Committee shall have the following powers: 

 

(a) to select the Employees and Directors to whom Awards mayfrom time to time be granted pursuant to this Plan; 

(b) to determine all questions as to eligibility; 

 

(c) to determine the number of Common Shares to be coveredby each Award granted under this Plan; 

 

(d)subject to the limitations set forth in Section 4.1 of this Plan, to determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, SARs, Restricted Stock and Unrestricted Stock Awards, or any combination thereof, are tobe granted or awarded hereunder; 

 

(e) todetermine the terms and conditions (to the extent not inconsistent with this Plan) of any Award granted hereunder, all provisions of each Award Agreement, which provisions need not be identical (including, but not limited to, the Exercise Price, theExercise Period, any restriction or limitation, or any vesting schedule or acceleration thereof, regarding any Stock Option or other Award and the Common Shares relating thereto, based on such factors as the Committee shall determine, in its solediscretion); 

 

(f) to determine whether, and towhat extent, and under what circumstances grants of Stock Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other cash awards made by the Corporation outside of this Plan; 

 

(g) to determine whether and under what circumstances aStock Option may be settled in cash, Common Shares (other than Restricted Stock), through a cashless exercise, or any combination thereof under Section 6.8 of this Plan. 

 

(h) to determine whether, and to what extent, and under what circumstances Common Shares under this Planshall be deferred either automatically or at the election of the Participant; 

 

(i) to prescribe, amend, waive, or rescind rules or regulations relating to the Plan’s administration; 

 

(j) to accelerate the vesting or Date of Exercise of any Award, or to waive compliance by a holder of an Award of any obligation to beperformed by such holder or the terms and conditions of an Award; 

 

(k) to construe and interpret the provisions of the Plan or any Award Agreement; 

 

(l) to amend the terms of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and providedthat the consent of the Participant is obtained with respect to any amendment that would be detrimental to the Participant; 

 

(m) require, whether or not provided for in the pertinent Award Agreement, of any person exercising a Stock Option or otherwise receivingan Award, at the time of such exercise or receipt, the making of any representations or agreements that the Board of Directors or Committee may deem necessary or advisable in order to comply with the securities laws of the United States or of anyapplicable jurisdiction; 

(n) to delegate to an appropriate officer of the Corporation the authority to selectEmployees for Awards and to recommend to the Committee the components of the Award to each, including vesting requirements, subject in each case to final approval by the Committee of the selection of the Employee and the Award; 

 

(o) to authorize any person to execute on behalf of theCorporation any instrument required to effectuate an Award or to take such other actions as may be necessary or appropriate with respect to the Corporation’s rights pursuant to Awards or agreements relating to the Awards or the exercisethereof; and 

 

(p) to make all otherdeterminations and take all other actions necessary or advisable for the administration of the Plan. 

 

**3.3****Awards to Members of the Committee.** Each Award granted to a Director or members of the Committee shall be approved by the entire Boardof Directors (rather than just a committee thereof) and shall be evidenced by minutes of a meeting or the written consent of the Board of Directors and an Award Agreement. 

 

**3.4****Requirements Relating to Section 162(m) of the Code.** Any provision of this Plan notwithstanding: (a)transactions with respect to persons whose remuneration is subject to the provisions of Section 162(m) of the Code shall conform to the requirements of Section 162(m)(4)(C) of the Code unless the Committee determines otherwise; (b) the Plan isintended to give the Committee the authority to grant Awards that qualify as performance-based compensation under Section 162(m)(4)(C) of the Code as well as Awards that do not qualify; and (c) any provision of the Plan that would prevent theCommittee from exercising the authority referred to in Section 3.4(b) of this Plan or that would prevent an Award that the Committee intends to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code from so qualifying shallbe administered, interpreted, and construed to carry out the Committee’s intention and any provision that cannot be so administered, interpreted, and construed shall to that extent be disregarded. 

 

**3.5 Decisions Final and Binding.** All decisions, determinations, andactions taken by the Committee, and the interpretation and construction of any provision of the Plan or any Award Agreement by the Committee shall be final, conclusive, and binding, unless otherwise determined by the Board. 

 

**3.6 Limitation on Liability.** Notwithstanding anything herein to thecontrary, except as otherwise provided under applicable Florida law, no member of the Board of Directors or of the Committee shall be liable for any good faith determination, act, or failure to act in connection with the Plan or any Award hereunder.

 

**ARTICLE IV**

**Shares Subject to the Plan**

 

**4.1****Number of Shares.** Subject to adjustment as provided in Section 4.4, the maximum aggregate number of Shares that may be issued under thisPlan shall not exceed 158,000 Shares, which Shares shall be authorized but unissued Shares. Subject to Section 4.4, the maximum aggregate number of Shares or SARs which may be awarded and issued under the Plan to any one Participant shall be 50,000Common Shares. Stock Options awarded under the Plan may be either Incentive Stock Options or Nonqualified Stock Options, as determined by the Committee. Except 

as provided in Section 4.2 and 4.3 of this Plan, Shares issued upon the exercise of an Award granted pursuant to the Plan shall not again be available forthe grant of an Award hereunder. 

 

**4.2****Lapsed orForfeited Awards.** If any Award granted under this Plan shall terminate, expire, lapse, or be cancelled for any reason without having been exercised in full, or if Shares or Restricted Stock are forfeited, any unissued or forfeited Shares whichhad been subject to the Award Agreement relating thereto shall again become available for the grant of an Award under this Plan; provided, that in the case of forfeited Shares, the grantee has received no dividends or other distributions prior tosuch forfeiture with respect to the Shares.****

 

**4.3Delivery of Shares as Payment.**In the event a Participant pays the Exercise Price for Shares pursuant to the exercise of a Stock Option with previously acquired Shares, the number of Shares available for future Awards under the Plan shall bereduced only by the number of new Shares issued upon exercise of the Stock Option. Notwithstanding anything to the contrary herein, no fractional Shares will be delivered under the Plan. ****

 

**4.4 Capital Adjustments.**

 

(a) If by reason of a merger, consolidation, reorganization,recapitalization, combination of Shares, stock split, reverse stock split, stock dividend, separation (including a spin-off or split-off), or other such similar event, the number of outstanding Shares of the Corporation are increased, decreased,changed into, or been exchanged for a different number or kind of shares, or if additional shares or new and different shares are issued in respect of such Shares, the Committee in its sole discretion may adjust proportionately: (i) the aggregatemaximum number of Shares available for issuance under the Plan; (ii) the aggregate maximum number of Shares and SARs for which Awards can be granted to any one Participant; (iii) the number and class of Shares covered by outstanding Awardsdenominated in Shares or units of Shares, (including, but not limited to, Awards of Restricted Stock); (iv) the Exercise Price and grant prices related to outstanding Awards; and (v) the appropriate Fair Market Value and other price determinationsfor such Awards. 

 

(b) In the event of anyother change in corporate structure affecting the Common Shares or any distribution (other than normal cash dividends) to holders of Common Shares, such adjustments in the number and kind of shares and the exercise, grant, or conversion prices ofthe affected Awards as may be deemed equitable by the Committee shall be made to give proper effect to such event. 

 

(c) In the event of a corporate merger, consolidation, or acquisition of property or stock, separation (including spin-offs andsplit-offs), reorganization or liquidation, the Committee shall be authorized to cause the Corporation to issue or assume stock options, whether or not in a transaction to which Section 424(a) of the Code applies, by means of substitution of newStock Options for previously issued stock options or an assumption of previously issued stock options. In such event, the aggregate maximum number of Shares available for issuance under Section 4.1 of the Plan will be increased to reflect suchsubstitution or assumption. 

 

(d) If anyadjustment made pursuant to this Article IV would result in the possible issuance of fractional Shares under any then-outstanding Award, the Committee may adjust the outstanding Awards so as to eliminate fractional Shares. 

(e) Any adjustment to be made with respect to Incentive Stock Options shall comply withSections 422 and 424 of the Code. 

 

**ARTICLE V**

**Eligibility**

 

Awards may be made to any Employee or Director, except that (a) only Employees (including Employees who also serve as Directors) may receive IncentiveStock Options, and (b) the grant of Awards to Directors must comply with Section 3.3. A Participant who has been granted an Award may be granted additional Awards; *provided, however,* that grants of Awards to individual Participants aresubject to the limitations in Section 4.1. 

 

**ARTICLE VI**

**Stock Options**

 

**6.1****Stock Options.**Each Stock Option granted alone or in addition to other Awards granted under this Plan shall be either an Incentive StockOption or a Nonqualified Stock Option. 

 

**6.2 Grant of StockOptions.**

 

(a) Subject to the terms andprovisions of this Plan, the Committee shall have the authority to grant to any Participant one or more Incentive Stock Options, Nonqualified Stock Options, or both kinds of Stock Options. Subject to Section 4.1 and Article V, the Committee hascomplete and sole discretion in determining the number of Shares subject to Stock Options to be granted to a Participant; provided, however, that the aggregate Fair Market Value (determined at the time the Award is made) of Shares with respect towhich a Participant may first exercise ISOs granted under the Plan during any calendar year may not exceed $100,000 or such amount as shall be specified under Section 422 of the Code and the rules and regulations promulgated thereunder. To theextent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time and manner of its exercise or otherwise), such Stock Options or portion thereof which does not qualify shall constitute aNonqualified Stock Option. Stock Options granted at different times need not contain similar provisions. 

 

(b) Non-Employee Directors may only be granted Stock Options under this Article VI which are Nonqualified Stock Options. 

 

**6.3****Incentive Stock Options.**Anything in the Plan to thecontrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended, or altered, nor shall any discretion or authority granted under this Plan be so exercised, so as to disqualify the Plan under Section422 of the Code, or, without the consents of the Participants affected, to disqualify any Incentive Stock Option under Section 422 of the Code. 

 

**6.4****Award Agreement.** Each Stock Option granted under this Plan shall be evidenced by a an Award Agreement between the Corporation and theParticipant in accordance with Section 6.2 that specifies the Exercise Price, the Exercise Period, the number of Shares to which the Stock Option pertains, method of exercise and the form of consideration payable therefor, any vesting requirements,any conditions imposed upon the exercise of the Stock Options in the event of retirement, death, disability, or other termination of service, and such other provisions and conditions, not inconsistent with this Plan, as the Committee may determine.Each Award Agreement relating to a grant of Stock Options shall clearly specify whether the Stock Option is 

intended to be an Incentive Stock Option within the meaning of Section 422 of the Code, or a Nonqualified Stock Option not intended to be within theprovisions of Section 422 of the Code. 

 

**6.5****ExercisePrice.** The Exercise Price per Share purchasable under any Stock Option granted under this Plan shall be determined by the Committee at the Date of Grant, subject to the following limitations: 

 

(a) The Exercise Price of a Stock Option shall not be lessthan (i) 100% of the Fair Market Value of the Common Shares on the Date of Grant, or (ii) in the case of any Participant who is granted an Incentive Stock Option who, at the time of such grant, owns Common Shares possessing more than 10% of thetotal combined voting power of all classes of stock of the Corporation or of its parent corporation or Subsidiaries, the Exercise Price of the Incentive Stock Option shall not be less than 110% of the of the Fair Market Value of the Common Shares onthe Date of Grant. ****

 

(b) In no eventshall the Exercise Price of any Stock Option be less than the par value of the Common Shares. 

 

**6.6****Exercise Period.** The Exercise Period of each Stock Option granted shall be fixed by the Committee and shall be specified in the Award Agreement; provided, however, that no Stock Option shall beexercisable later than ten years after the Award Date, and no Incentive Stock Option which is granted to any optionee who, at the time such Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power ofall classes of stock of the Corporation or of its parent corporation or Subsidiaries, shall be exercisable after the expiration of five years from the Award Date. 

 

**6.7****Exercise of Stock Options.** Stock Options granted under the Plan shall be exercisable at such time or timesand be subject to such terms and conditions as shall be set forth in the Award Agreement (as may determined by the Committee at the time of such grant), which need not be the same for all Participants. Such terms and conditions may includeperformance criteria with respect to the Corporation or the Participant, and as shall be permissible under the other terms of the Plan. No Stock Option, however, shall be exercisable until the expiration of the vesting period, if any, set forth inthe Award Agreement, except to the extent such vesting period is accelerated pursuant to Article IX of this Plan. To the extent that no vesting conditions are stated in the Award Agreement, the Stock Options represented thereby shall be fully vestedat the Date of Grant. 

 

**6.8 Method of Exercise.**

 

(a)****Subject to the provisions ofthe Award Agreement, Stock Options may be exercised in whole at any time, or in part from time to time with respect to whole Shares only, during the Exercise Period by the delivery to the Corporation of a written notice of intent to exercise theStock Option, in such form as the Committee may prescribe, setting forth the number of Shares with respect to which the Stock Option is to be exercised. The Exercise Price, which shall accompany the written notice of exercise, shall be payable tothe Corporation in full (along with the taxes described in the last sentence of this Section 6.8) by the Participant who, if so provided in the Award Agreement, may: (i) deliver cash or a check (acceptable to the Committee in accordance withguidelines established for this purpose) in satisfaction of all or any part of the Exercise Price; (ii) deliver, or cause to be withheld from the Stock Option, Shares (except for Restricted Shares) valued at Fair Market Value on the Date of Exercisein satisfaction of all or any part of the Exercise Price, or (iii) any combination of cash and Shares, or (iv) any other 

consideration and method of payment permitted under any laws to which the Corporation is subject, in each such case as the Committee may determine. Inaddition to and at the time of payment of the Exercise Price, the Participant shall pay to the Corporation in cash the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of the Participantresulting from the exercise. 

 

(b) If theExercise Price is to be paid by the surrender of previously acquired and owned Common Shares, the Participant will make representations and warranties satisfactory to the Corporation regarding his title to the Common Shares used to effect thepurchase (the *“Payment Shares”*), including without limitation, representations and warranties that the Participant has good and marketable title to such Payment Shares free and clear of any and all liens, encumbrances, charges,equities, claims, security interests, options or restrictions, and has full power to deliver such Payment Shares without obtaining the consent or approval of any person or governmental authority other than those which have already given consent orapproval in a manner satisfactory to the Corporation. If such Payment Shares were acquired upon previous exercise of Incentive Stock Options granted within two years prior to the exercise of the Stock Option or acquired by the Participant within oneyear prior to the exercise of the Stock Option, such Participant shall be required, as a condition to using the Payment Shares in payment of the Exercise Price of the Stock Option, to acknowledge the tax consequences of doing so, in that suchpreviously exercised Incentive Stock Options may have, by such action, lost their status as Incentive Stock Options, and the Participant may recognize ordinary income for tax purposes as a result. In no event can Restricted Stock be used as PaymentShares.” 

 

**6.9****Transfer Restrictions.**Neitherthe Stock Options granted under the Plan nor any rights or interest in such Stock Options may be sold, pledged, hypothecated, assigned, or otherwise disposed of or transferred by such Participant, other than by will or by the laws of descent anddistribution. Except as permitted by the Committee, during the lifetime of Participant to whom a Stock Option is granted, the Stock Options shall be exercisable only by him or her or, in the event of the Participant’s permanent and totaldisability as determined by the Committee in accordance with applicable Corporation policies, by his or her legal representative. 

 

**6.10****Termination of Stock Options.**Subject to the applicable provisions of the Award Agreement and this Article VI, upon termination of aParticipant’s employment with the Corporation for any reason, all stock options shall vest or expire in accordance with the terms and conditions established by the Committee at or after grant. Unless otherwise provided in the Award Agreement:

 

**(a)****Termination by Death.** If aParticipant’s employment or service with the Corporation or its Subsidiaries terminates by reason of death, then for a period of one year (or such other period as the Committee may specify at grant) from the date of such death or until the endof the Exercise Period of such Award, whichever period is shorter, any Stock Option held by a Participant may be exercised by the legal representative of the estate or by a person who acquires the right to exercise such Stock Option by bequest orinheritance, subject to the limitations of Section 6.11 with respect to Incentive Stock Options, to the extent that such Participant was entitled to exercise the Award at the date of such death. 

 

**(b)****Termination by Disability.**If aParticipant’s employment or service with the Corporation or its Subsidiaries terminates by reason of permanent and total disability, as determined by the Committee in accordance with applicable Corporation personnel policies, then for a periodof one year (or such other period as the Committee may specify at grant) from the date of such termination of employment or service, or until the end of the Exercise Period of such 

Award, whichever is shorter, any Stock Option held by a Participant may be exercised by the Participant, or his or her legal representative, subject to thelimitations of Section 6.11 with respect to Incentive Stock Options, to the extent that such Participant was entitled to exercise the Award at the date of such termination; provided, however, that, if the Participant dies within such one year period(or such other period as the Committee may specify at grant), then for a period of one year from the date of death or until the end of the Exercise Period of such Award, whichever period is shorter, any unexercised Stock Options held by suchParticipant shall thereafter be exercisable to the extent to which they were exercisable at the time of such termination due to disability. In the event of termination of employment by reason of permanent and total disability, as determined by theCommittee in accordance with applicable Corporation personnel policies, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code (currently one year from suchtermination), such Stock Option will thereafter be treated as a Nonqualified Stock Option. 

 

**(c)****Termination by Retirement.** If a Participant’s employment or service with the Corporation or its Subsidiariesterminates by reason of normal or late retirement under any retirement plan of the Corporation or its Subsidiaries or, with the consent of Committee, then for a period of three months (or such other period as the Committee may specify at grant) fromthe date of such termination of employment or service, or until the end of the Exercise Period of such Award, whichever is shorter, any Stock Option held by a Participant may be exercised by the Participant, or his or her legal representative,subject to the limitations of Section 6.11 with respect to Incentive Stock Options, to the extent that such Participant was entitled to exercise the Award at the date of such termination; provided, however, that, if the Participant dies within suchthree month period, then for a period of one year from the date of death or until the end of the Exercise Period of such Award, whichever period is shorter, any unexercised Stock Options held by such Participant shall thereafter be exercisable tothe extent to which they were exercisable at the time of such retirement. In the event of termination of employment by reason of retirement pursuant to any retirement plan of the Corporation or its Subsidiaries or with the consent of the Committee,if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code (currently three months from such termination), such Stock Option will thereafter be treated as a NonqualifiedStock Option. 

 

**(d)****Other Terminationof Employee.** Unless otherwise determined by the Committee at or after grant and except as provided in Section 9.1 hereof, if a Participant’s employment by the Corporation terminates for any reason other than death, disability, or retirementcovered by Sections 6.10 (a), (b), or (c) of this Plan: (i) any Stock Options that were not exercisable at the date of such termination (which date shall be determined by the Committee in its sole discretion) will expire automatically, and (ii) anyStock Options exercisable on the date of termination will remain exercisable only for the lesser of three months or the balance of such Exercise Period of such Stock Option; provided, however, that the Participant was not involuntarily terminated bythe Corporation for Cause. If the Participant dies within such three month period (or such other period as the Committee may specify at grant), then for a period of one year from the date of death or until the end of the Exercise Period of suchStock Option, whichever period is shorter, any unexercised Stock Options held by such Participant shall thereafter be exercisable to the extent to which they were exercisable at the time of such termination. Notwithstanding any other provision ofthis Plan except for Section 9.1 hereof, upon termination of a Participant’s employment with the Corporation or any of its Subsidiaries for Cause, all of the Participant’s unexercised Stock Options will terminate immediately upon the dateof such termination (which date shall be determined by the Committee in its sole discretion) and the Participant shall forfeit all Shares for which the Corporation has not yet delivered share 

certificates to the Participant. In such event, the Corporation shall refund to the Participant the Exercise Price paid to it, if any, in the same form as itwas paid (or in cash at the Corporation’s discretion). The Corporation may withhold delivery of share certificates pending resolution of any inquiry that could lead to a finding that a termination of a Participant’s employment was forCause. 

 

**(e)****Non-EmployeeDirector****Resignation or Termination of Service.**Except as covered by Sections 6.10(a), (b), or (c) of this Plan, if a Participant serving as a Non-Employee Director terminates his or her service by resigning from the Board of Directors orby failing to run for election to an additional term as a Director after being offered nomination for an additional term by a nominating or similar committee of the Board of Directors (or in lieu of such committee, by the entire Board of Directors),then (i) any Stock Options that were not exercisable at the date of such termination of service will expire automatically, and (ii) any exercisable Stock Options as of such date held by the Participant may thereafter be exercised by the Participantfor a period of three months from the date of such resignation or, in the case of a failure to run for election to an additional term, from (A) the date of such stockholder meeting at which such election of Directors takes place, or (B) until theend of the Exercise Period, whichever is shorter (or such other period as the Committee may specify at grant). If a Participant serving as a Non-Employee Director does not resign and is not offered nomination for an additional term, all StockOptions held by such Participant shall immediately vest on the date that the Participant’s service as a Director of the Corporation terminates and such Stock Options shall be exercisable until the end of the Exercise Period for such StockOptions. Notwithstanding any other provision of this Plan, upon removal of a Director by shareholders of the Corporation for cause under applicable state law, all of the Participant’s unexercised Stock Options will terminate immediately uponthe date of such termination (which date shall be determined by the Committee in its sole discretion) and the Participant shall forfeit all Shares for which the Corporation has not yet delivered share certificates to the Participant. In such event,the Corporation shall refund to the Participant the Exercise Price paid to it, if any, in the same form as it was paid (or in cash at the Corporation’s discretion). 

 

**6.11 Incentive Stock Option Limitations.**

 

(a) To the extent that the aggregate Fair Market Value (determined as of the Date of Grant) of the CommonShares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under the Plan and/or any other stock option plan of the Corporation or any Subsidiary or parent corporation (withinthe meaning of Section 425 of the Code) exceeds $100,000, such Stock Options shall be treated as Stock Options which are not Incentive Stock Options. 

 

(b) To the extent (if any) permitted under Section 422 of the Code, or the applicable rules and regulations promulgated thereunder or anyapplicable Internal Revenue Service pronouncement, if (i) a Participant’s employment with the Corporation or any Subsidiary is terminated by reason of death, disability, or retirement covered by Section 6.10(a), (b), or (c) of this Plan, and(ii) the portion of the Incentive Stock Option that is otherwise exercisable during the post-termination period specified under Sections 6.10(a), (b), or (c), applied without regard to the $100,000 limitation currently contained in Section 422(d) ofthe Code, is greater than the portion of the Stock Option that is immediately exercisable as an “incentive stock option” during such post-termination period under Section 422 of the Code, such excess shall be treated as a NonqualifiedStock Option. 

 

(c) In the event that theapplication of any of the provisions of Section 6.11(a) or (b) of this Plan is not necessary in order for Stock Options to qualify as 

Incentive Stock Options, or should additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining theapproval of the stockholders of the Corporation. 

 

**6.12****Buy-Out and Settlement Provisions.** The Committee may at any time offer to buy-out a Stock Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participantat the time that such offer is made. 

 

**6.13****No Rightsas Stockholder.** No Participant or transferee of a Stock Option shall have any rights as a stockholder of the Corporation with respect to any Shares subject to a Stock Option (including without limitation, rights to receive dividends, vote, orreceive notice of meetings) prior to the purchase of such Shares by the exercise of such Stock Option as provided in this Plan. A Stock Option shall be deemed to be exercised and the Common Shares thereunder purchased when written notice of exercisehas been delivered to the Corporation in accordance with Section 6.8 of the Plan and the full Exercise Price for the Shares with respect to which the Stock Options is exercised has been received by the Corporation, accompanied with any agreementsrequired by the terms of the Plan and the applicable Award Agreement; provided, however, that if the Participant has been terminated for Cause, only those Common Shares for which a certificate has been delivered to the Participant by the Corporationwill be deemed to be purchased by such Participant. Full payment may consist only of such consideration and method of payment allowable under this Article VI of the Plan. No adjustment will be made for a cash dividend or other rights for which therecord date precedes the Date of Exercise, except as provided in Section 4.4 of the Plan. 

 

**6.14 Sale of Common Shares Upon Exercise of Stock Option.**Unless the Committee provides otherwise in the Award Agreement, Common Shares acquired pursuant to the exercise of Stock Option shall not be subject toany restrictions on transferability under this Plan, except as provided in Section 12.1 of this Plan. With respect to Common Shares acquired pursuant to the exercise of an Incentive Stock Option, a transfer or other disposition of such Common Sharesby a Participant (other than by will or the laws of descent and distribution) may not qualify for favorable tax treatment under Section 421(a) of the Code if such transfer or other disposition shall occur before the expiration of the later of (i)the two year period commencing on the Date of Grant of the ISO, or (ii) the one year period commencing on the Date of Exercise of the ISO. 

 

**ARTICLE VII**

**Stock AppreciationRights**

 

**7.1****Grant of Stock AppreciationRights.** Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted to Participants, at the discretion of the Committee, in any of the following forms: (a) in connection with the grant, and exercisable in lieu ofStock Options (“*Tandem SARs*”), (b) in connection with and exercisable in addition to the grant of Stock Options (“*Additive SARs*”), (c) independent of the grant of Stock Options (“*FreestandingSARs*”), or (d) in any combination of the foregoing. Non-Employee Directors may not be granted any SARs under this Plan other than Tandem SARs and Additive SARs. 

 

**7.2 Exercise of Tandem SARs**

 

(a) Tandem SARs may be exercised with respect to all or part of the Shares subject to the Related Option. The exercise of Tandem SARsshall cause a reduction in the number of Shares subject to the Related Option equal to the number of Shares with respect to which the Tandem SAR is exercised. Conversely, the exercise, in whole or part, of a Related 

Option, shall cause a reduction in the number of Shares subject to the Tandem SAR equal to the number of Shares with respect to which the Related Option isexercised. Shares with respect to which the Tandem SAR shall have been exercised may not be subject again to an Award under the Plan. 

 

(b) Notwithstanding any other provision of the Plan to the contrary, a Tandem SAR shall expire no later than the expiration of the RelatedOption and shall be exercisable only when the Related Option is eligible to be exercised. In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised for no more than 100% of the difference between the Fair Market Value of Sharessubject to the Related Option at the time the Tandem SAR is exercised and the Option Price of the Related Option. 

 

**7.3****Exercise of Additive SARs.** Additive SARs shall be deemed to be exercised upon, and in addition to, the exercise of the Related Option.The deemed exercise of Additive SARs shall not reduce the number of Shares with respect to which the Related Option remains unexercised. 

 

**7.4****Exercise of Freestanding SARs.** Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its solediscretion, imposes upon such SARs. 

 

**7.5 Other ConditionsApplicable to SARs.**

 

(a) No SAR grantedunder the Plan shall be exercisable until the expiration of at least one year after the Date of Grant, except that such limitation shall not apply (i) in the case of death, disability, or retirement of a Participant covered by Sections 6.10(a), (b),or (c) hereof, (ii) a termination of service covered by the last sentence of Section 6.10(e) hereof, or (iii) as set forth in Article VIII of this Plan. In no event shall the term of any SAR granted under the Plan exceed seven years from the AwardDate. A SAR may be exercised only when the Fair Market Value of a Share exceeds either (i) the Fair Market Value per Share on the Award Date in the case of a Freestanding SAR, or (ii) the Exercise Price of the Related Option in the case of either aTandem SAR or Additive SAR. A SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed by the Committee. 

 

(b) In the event of a termination of service for any reason of death, disability or retirement covered by Section 6.10(a), (b), or (c) ofthis Plan, or pursuant to the last sentence of Section 6.10(e) hereof, unless otherwise determined by the Committee at grant, all Additive SARs and Freestanding SARs shall be fully vested and thereafter may be exercised by the participant or his orher legal representatives for a period of one year from the date of such termination of service or until the end of the Exercise Period for such SAR, whichever is shorter; provided, however, that the Participant was not involuntarily terminated forCause. Notwithstanding any other provision of this Plan, upon termination of a Participant’s service with the Corporation or it Subsidiaries for Cause, all of the Participant’s unexercised Additive SARs and Freestanding SARs will terminateimmediately upon the date of such termination as determined in accordance with Section 6.10(d) hereof. 

 

(c) In the event of a termination of service for any reason other than death, disability or retirement covered by Section 6.10(a), (b), or(c), or pursuant to the last sentence of Section 6.10(e) hereof, unless otherwise determined by the Committee at grant: (i) any Additive SAR and any Freestanding SAR that was not exercised at the date of termination will expire automatically, and(ii) any exercisable Additive SARs and Freestanding SARs will remain exercisable for a period of three months from the date of such termination of service until the end of the Exercise 

Period for such SAR, whichever is shorter; provided, however, that the Participant was not involuntarily terminated for Cause. Notwithstanding any otherprovision of this Plan, upon termination of a Participant’s service with the Corporation or it Subsidiaries for Cause, all of the Participant’s unexercised Additive SARs and Freestanding SARs will terminate immediately upon the date ofsuch termination as determined in accordance with Section 6.10(d) hereof. 

 

**7.6****Payment Upon Exercise of SARs.** (a) Subject to the provisions of the Award Agreement, upon the exercise of a SAR, the Participant is entitled to receive, without any payment to the Corporation (otherthan required tax withholding amounts), an amount equal to the product of multiplying (i) the number of Shares with respect to which the SAR is exercise by (ii) an amount equal to the excess of: (A) the Fair Market Value per Share on the Date ofExercise of the SAR over (B) either (x) Freestanding SAR or (y) the Exercise Price of the Related Option in the case of either a Tandem SAR or Additive SAR. 

 

(b) Payment to the Participant shall be made in Shares, valued at the Fair Market Value of the Date of Exercise, in cash if theParticipant has so elected in his written notice of exercise, or a combination thereof. 

 

**7.7****Non-Transferability of SARs.**Except as specifically provided in the Award Agreement, no SARs granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated, otherwise than by will or by the laws of descent and distribution. Further, all SARs granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.

 

**ARTICLE VIII**

**Restricted Stock and Unrestricted Stock Awards**

 

**8.1****Awards of Restricted Stock.** Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, maygrant shares of Restricted Stock under the Plan to such Participants and in such amounts as it may determine. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determinethe eligible persons to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price (if any) to be paid by the recipient (subject to Section 8.2), the time or times within which suchAwards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. The Committee may condition the grant of Restricted Stock upon the attainment of specified performancegoals or such other factors as the Committee may determine, in its sole discretion. The provisions of Restricted Stock Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same insubsequent years. 

 

**8.2****Award Agreement for RestrictedStock.** The prospective Participant selected to receive a Restricted Stock Award shall not have any rights with respect to such Award, unless and until such Participant has executed an Award Agreement evidencing the Award and has delivered afully executed copy thereof to the Corporation, and has otherwise complied with the applicable terms and conditions of such Award. Each Award Agreement relating to Restricted Stock shall specify the Restricted Period (as defined in Section 8.3(b)below), the conditions to be satisfied prior to removal of such restrictions, the number of shares of Restricted Stock granted, and such other provisions as the Committee shall determine. The Award Agreement relating to Restricted Stock Award shallset forth the purchase price for such shares, which purchase price shall be equal to or less than their par value and may be zero. Each Award Agreement shall contain at least one 

term, condition, or restriction constituting a “substantial risk of forfeiture” as defined in Section 83(c) of the Code. 

 

**8.3****Certain Conditions and Restrictions.** The shares ofRestricted Stock awarded pursuant to this Plan shall be subject to the following minimum restrictions and conditions: 

 

**(a)****Acceptance.** Awards of Restricted Stock must be accepted within a period of sixty (60) days (or such shorter period asthe Committee may specify at grant) after the Award Date, by executing an Award Agreement relating to the Restricted Stock which is the subject of such Award and by paying whatever price (if any) the Committee has designated hereunder. 

 

**(b)****Restriction Period.** Subject to theprovisions of this Plan and the Award Agreement, during a period set by the Committee commencing with the Award Date (the “*Restriction Period*”), the Participant shall not be permitted to sell, transfer, pledge, assign, hypothecate,or otherwise dispose of shares of Restricted Stock awarded under this Plan. Within these limits, the Committee, in its sole discretion, may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions inwhole or in part, based on service, performance and/or such other factors or criteria as the Committee may determine in its sole discretion. No such restrictions shall be removed until the expiration of at least one year after the Award Date, exceptthat such limitation shall not apply as set forth in Article IX of this Plan. 

 

**(c)****Legend.** Each Participant receiving a Restricted Stock Award shall be issued a stock certificate in respect of such shares of Restricted Stock. Such certificate shall be registered in the name of suchParticipant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form: 

 

“The sale, transferability, pledge, assignment, hypothecation, or other disposition of this certificate and the sharesof stock represented hereby are subject to the terms and conditions (including forfeiture) of Coast Financial Holdings, Inc. (the “Corporation”) 2005 Stock Incentive Plan, including the rules and administrative procedures adopted pursuantto such plan, and an Agreement entered into between the registered owner and the Corporation dated                     . Copies of such Planand Agreement are on file in the offices of the Corporation at 2412 Cortez Road West, Bradenton, FL 34207.” 

 

**(d)****Custody.** The Committee may require that the stock certificates evidencing such shares of Restricted Stock be held incustody by the Corporation until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock Award, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Restricted Stockcovered by such Award. 

 

**8.4****Other Restrictions.**The Committee shall impose such other restrictions on any shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable federal or state securities laws, and may legendthe certificates representing Restricted Stock to give appropriate notice of such restrictions. 

**8.5****Lapse of Restrictions.** Except as otherwise provided in this Article VIII, if and whenthe Restriction Period expires without a prior forfeiture of the Restricted Stock subject to such Restriction Period, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at thetime of delivery to the Participant. 

 

**8.6****Rights asShareholder.** Except as provided in this Section 8.6, during the Restriction Period, Participants in whose name shares of Restricted Stock are granted hereunder: (a) shall have, with respect to such Restricted Stock, full voting rights withrespect to such shares, and (b) shall be entitled to receive all dividends and other distributions paid with respect to such shares. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions ontransferability as the Shares of Restricted Stock with respect to which they were distributed. Furthermore, the Committee, in its sole discretion, as determined at the time of Award, may permit or require the payment of dividends to be deferred.

 

**8.7****Termination of Employment or Resignation ofDirector.** Subject to the applicable provisions of the Award Agreement and this Article VIII, upon termination of a Participant’s employment with, the Corporation for any reason during the Restricted Period, all Restricted Shares stillsubject to restriction shall vest or be forfeited in accordance with the terms and conditions established by the Committee at or after grant. Unless otherwise provided in the Award Agreement: ****

 

**(a)****Termination of Service by Death, Disability,or Retirement.** In the event a Participant’s employment is terminated during the Restriction Period, because of death, disability, or retirement covered by Sections 6.10(a), (b), (c), or (e) of this Plan, any remaining portion of theRestriction Period applicable to the Restricted Stock pursuant to Section 8.3 herein shall automatically terminate and, except as otherwise provided in Section 8.4 herein, the shares of Restricted Stock shall thereby be released and free ofrestrictions. 

 

**(b)****Termination ofService for Other Reasons.** In the event that a Participant terminates his employment of the Corporation during the Restriction Period for any reason other than for death, disability, or retirement, as set forth in Sections 8.7(a) herein, thenany shares of Restricted Stock still subject to restrictions as of the date of such termination shall automatically be forfeited and, if held by the Participant, returned to the Corporation. 

 

**(c)****Hardship.** In the event of hardship orother special circumstances of a Participant whose employment with the Corporation or a Subsidiary is involuntarily terminated (other than for cause), the Committee may, in its sole discretion, waive in whole or in part any or all remainingrestrictions with respect to such Participant’s shares of Restricted Stock, based on such factors as the Committee may deem appropriate. 

 

**8.8 Notice of Section 83(b) Election.**Any Participant making an election under Section 83(b) of the Code with respect to Restricted Stock mustprovide a copy thereof to the Corporation within 10 days of filing such election with the Internal Revenue Service. 

 

**8.9 Unrestricted Stock Awards.** Subject to the terms and conditions of this Plan, the Committee, at any time and from time to time, may grantUnrestricted Stock Awards free of restrictions under the Plan to such Participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by law, as itshall determine. 

**ARTICLE IX**

**Change of Control**

 

**9.1 Acceleration of Options; Lapse of Restrictions**

 

(a) In the event of a Change of Control of the Corporation: (i) each Stock Option and SAR then-outstanding under the Plan shall be fully exercisable, regardless of any unsatisfied vesting requirements establishedunder the terms of the pertinent Award Agreements, and remain so for the duration of the Stock Option as specified in the Award Agreement, (ii) all conditions or restrictions related to grants of Restricted Stock shall be deemed to be immediatelyand fully satisfied and all certificates representing such shares of Restricted Stock shall be released and have any legal removed by the Secretary of the Corporation and thereby become freely transferable, (iii) all conditions or restrictionsrelated to an Award shall be accelerated or released; all in a manner, in the case of persons subject to Section 16(b) of the Exchange Act, as to conform with the provisions of Rule 16b-3 thereunder. 

 

(b) Awards that remain outstanding after a Change of Controlshall not be terminated as a result of a termination of service covered by Sections 6.10, 7.2, 7.5, or 8.7, and shall continue to be exercisable until the end of the Exercise Period in accordance with their original terms, except in the case of (i)a Participant’s death in which case termination shall occur within one year from the date of death, or (ii) a Participant’s termination for Cause in which case the unexercised Stock Option shall terminate as set forth in Section 6.10(d).

 

(c) Notwithstanding the foregoing, if anyright granted pursuant to this Section 9.1 would make a Change of Control transaction ineligible for pooling of interests accounting treatment under applicable accounting principles that, but for this Section 9.1, would have been available for suchaccounting treatment, then the Committee shall have the authority to substitute stock for cash which would otherwise be payable pursuant to this Section 9.1 having a Fair Market Value equal to such cash. 

 

**9.2****Definition of Change of Control.** For purposes of this Plan,a “*Change of Control*” is deemed to have occurred if: 

 

(a) any individual, entity, or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act) other than James K. Toomey, his immediate family members (which shall include Mr. Toomey’s wife,children, and parents of each of Mr. Toomey and his wife), or any of their respective affiliates (“*Toomey Affiliates*”), is or becomes, directly or indirectly, the “beneficial owner” (as defined by Rule 13d-3 promulgatedunder the Exchange Act) of 25% or more of the combined voting power of the then outstanding securities of the Corporation entitled to vote generally in the election of Directors (“*Voting Securities*”); *provided*,*however*, that any acquisition by the following will not constitute a Change of Control: 

 

(i) the Corporation or any of its Subsidiaries, 

 

(ii) any of the Toomey Affiliates, 

 

(iii) any employee benefit plan (or related trust) of the Corporation or its Subsidiaries, or 

(iv) any corporation, bank, or other financial institution with respect to which,following such acquisition, more than 50% of the combined voting power of the outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned by the Persons who were the beneficialowners of the Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership immediately prior to such acquisition of the Voting Securities; or 

 

(b) (i) a tender offer or an exchange offer is made toacquire securities of the Corporation whereby following such offer the offerees will hold, control, or otherwise have the direct or indirect power to exercise voting control over 50% or more of the Voting Securities, or (ii) Voting Securities arefirst purchased pursuant to any other tender or exchange offer. 

 

(c) as a result of a tender offer or exchange offer for the purchase of securities of the Corporation (other than such an offer by the Corporation for its own securities), or as a result of a proxy contest, merger,consolidation, or sale of assets, or as a result of a combination of the foregoing, during any period of two consecutive years, individuals who, at the beginning of such period constitute the Board, plus any new Directors of the Corporation whoseelection or nomination for election by the Corporation’s stockholders was or is approved by a vote of at least two-thirds of the Directors of the Corporation then still in office who either were Directors of the Corporation at the beginning ofsuch two year period or whose election or nomination for election was previously so approved (but excluding for this purpose, any individual whose initial assumption of office was or is in connection with the actual or threatened election contestrelating to the election of Directors of the Corporation (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)), cease for any reason during such two year period to constitute at least two-thirds of the membersof the Board; or 

 

(d) the stockholders of theCorporation approve a reorganization, merger, consolidation, or other combination, with or into any other corporation or entity regardless of which entity is the survivor, other than a reorganization, merger, consolidation, or other combination,which would result in the Voting Securities outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into Voting Securities of the surviving entity) at least 60% of the combined voting powerof the Voting Securities or of the voting securities of the surviving entity outstanding immediately after such reorganization, merger, consolidation; or other combination; or 

 

(e) the stockholders of the Corporation approve a plan of liquidation or winding-up of the Corporation or anagreement for the sale or disposition by the Corporation of all or substantially all of the Corporation’s assets, or any distribution to security holders of assets of the Corporation having a value equal to 30% or more of the total value of allassets of the Corporation. 

 

**9.3****Occurrence of aChange of Control.** A Change of Control will be deemed to have occurred: 

 

(a) with respect to any acquisition referred to in Section 9.2(a) above, the date on which the acquisition of such percentage shall have been completed; 

(b) with respect to a tender or exchange offer, the date the offer referred to in Section9.2(b)(i) above is made public or when documents are filed with the SEC in connection therewith pursuant to Section 14(d) of the Exchange Act, or the date of the purchase referenced in Section 9.2(b)(ii); 

 

(c) with respect to a change in the composition of the Boardof Directors referred to in Section 9.2(c), the date on which such change is adopted or is otherwise effective, whichever first occurs; or 

 

(d) with respect to any stockholder approval referred to in Section 9.2(d) or (e), the date of any approval. 

 

**8.4****Application of this Article IX.** The provisions of thisArticle IX shall apply to successive events that may occur from time to time but shall only apply to a particular event if it occurs prior to the expiration of this Plan and each Award issued pursuant to this Plan.****

 

**ARTICLE X**

**Amendment, Modification, or Termination of Plan**

 

Insofar as permitted by applicable law, the Board, by resolution, shall have the power at any time, and from time to time, to amend, modify, suspend,terminate or discontinue the Plan or any part thereof including any amendment deemed necessary to ensure that the Corporation may comply with any regulatory requirements referred to in Article XIII). The Board is specifically authorized to amend thePlan and take such other action as it deems necessary or appropriate to comply with Section 162(m) of the Code and the rules and regulations promulgated thereunder. Such amendment or modification may be without stockholder approval except to theextent that such approval is required by the Code, or pursuant to the rules and regulations under the Section 16 of the Exchange Act, if then applicable, by any national securities exchange or inter-dealer quotation system on which the Shares arethen listed, quoted, or reported, by any regulatory authority or board having jurisdiction with respect thereto, or under any applicable laws, rules, or regulations. Notwithstanding the provisions of this Article X, no termination, amendment, ormodification of the Plan, other than those pursuant to Article IV hereof, shall in any manner adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant so affected. 

 

**ARTICLE XI**

**Modification, Extension, and Renewal of Stock Options and Awards**

 

Subject to the terms and conditions, and within the limitations, of the Plan, the Committee may modify, extend, or renew outstanding Stock Options,prospectively or retroactively, or accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) granted under the Plan or any other plan of the Corporation or a Subsidiary, and authorize the granting of new StockOptions pursuant to the Plan in substitution therefor (to the extent not theretofore exercised), and the substituted Stock Options may specify a lower exercise price or a longer term than the surrendered Stock Options or have any other provisionsthat are authorized by the Plan. Notwithstanding the foregoing provisions of this Article XI, (a) no amendment or modification of an Award which adversely affects the Participant shall not be made without the consent of the affected Participant, and(b) no Incentive Stock Option may be modified, amended, extended, or reissued if such action would cause it to cease to be an “Incentive Stock Option” within the 

meaning of Section 422 of the Code, unless the Participant specifically acknowledges and consents to the tax consequences of such action. 

 

**ARTICLE XII**

**Indemnification of the Committee**

 

In addition to such other rights of indemnification as they may have as Directors or as members of the Committee, the members of the Committee shall notbe liable for any act, omission, interpretation, construction, or determination made in good faith in connection with their administration of and responsibilities with respect to the Plan, and the Corporation hereby agrees to indemnify the membersof the Committee against any claim, loss, damage, or reasonable expense, including attorneys’ fees, actually and reasonably incurred in connection with the defense of any action, suit, or proceeding, or in connection with any appeal therein, towhich they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted or made hereunder, and against all amounts reasonably paid by them in settlement thereof or paid bythem in satisfaction of a judgment in any such action, suit, or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Corporation and its Subsidiaries. 

 

**ARTICLE XIII**

**General Provisions**

 

**13.1 Conditions Upon Issuance of Shares.**Shares shall not be issued pursuant to the exercise of a Stock Option unless the exercise of such Stock Option and the issuance and delivery of such Shares pursuantthereto shall comply with, and be subject to the procurement of all approvals, permits, authorizations, and orders required under, all relevant provisions of law, including, without limitation, the Securities Act, the Exchange Act, and the rules andregulations promulgated thereunder, and the requirements of any stock exchange or inter-dealer quotation system upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Corporation with respect tosuch compliance. Unless the Shares have been issued to the Participant pursuant to a registration statement declared effective by the SEC, the Committee may require each person purchasing or otherwise acquiring Shares pursuant to a Stock Optionunder the Plan to represent to and agree with the Corporation in writing to the effect that the Participant: (a) is acquiring the Shares for his or her own personal account, for investment purposes only, and not with an intent or a view todistribution within the meaning of Section 2(11) of the Securities Act, and (b) will not sell, assign, pledge, hypothecate, or otherwise dispose of or transfer the Shares to be issued upon exercise of such Stock Option except as permitted by thisPlan and except in compliance with the Securities Act and the securities laws of all other applicable jurisdictions, as supported by an opinion of counsel if so requested by the Committee. As a further condition to the issuance of such Shares, theParticipant shall provide any other representation, warranty, or covenant as the Committee or its counsel deems necessary under the Securities Act and the securities laws of all other applicable jurisdictions. In addition to any legend required bythis Plan, the certificates for the Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. 

 

**13.2 Reservation of Shares.** The Corporation shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfythe requirements of the Plan. The Corporation shall use its best efforts to seek to obtain from appropriate regulatory agencies any requisite authorization in order to issue and sell such number of Shares as shall be sufficient to satisfy therequirements of the Plan. The inability of the Corporation to obtain from any such 

regulatory agency having jurisdiction the requisite authorization(s) deemed by the Corporation’s counsel to be necessary for the lawful issuance andsale of any Shares hereunder, or the inability of the Corporation to confirm to its satisfaction that any issuance and sale of any Shares hereunder will meet applicable legal requirements, shall relieve the Corporation of any liability in respect tothe failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 

 

**13.3****Limitation on Legal Rights.** The establishment of the Plan shall not confer upon any Employee or Director any legal or equitable rightagainst the Corporation, except as expressly provided in the Plan. 

 

**13.4****Not a Contract of Employment.** This Plan is purely voluntary on the part of the Corporation, and the continuation of the Plan shall not be deemed to constitute a contract between the Corporation and any Participant, or tobe consideration for or a condition of the employment or service of any Participant. Participation in the Plan shall not give any Employee or Director any right to be retained in the service of the Corporation or any of its Subsidiaries, nor shallanything in this Plan affect the right of the Corporation or any of its Subsidiaries to terminate any such Employee with or without Cause. 

 

**13.5****Other Compensation Plans.** The adoption of the Plan shall not affect any other Stock Option or incentive or other compensation plans ineffect for the Corporation or any of its Subsidiaries, nor shall the Plan preclude the Corporation or any Subsidiary from establishing any other forms of incentive or other compensation plan or arrangements for Employees or Directors of theCorporation or any of its Subsidiaries. 

 

**13.6****Assumption by the Corporation.**The Corporation or its Subsidiaries may assume options, warrants, or rights to purchase shares issued or granted by other companies whose shares or assets shall be acquired by the Corporation or its Subsidiaries orwhich shall be merged into or consolidated with the Corporation or its Subsidiaries. The adoption of this Plan shall not be taken to impose any limitations on the powers of the Corporation or its Subsidiaries or affiliates to issue, grant, or assumeoptions, warrants, rights, or restricted shares, otherwise than under this Plan, or to adopt other Stock Option or restricted share plans or to impose any requirements of shareholder approval upon the same. 

 

**13.7****Creditors.** The interests of any Participant under thisPlan is not subject to the claims of creditors and may not, in any way, be assigned, alienated, or encumbered. 

 

**13.8****Plan Binding on Successors.** All obligations of the Corporation under this Plan and any Awards granted hereunder shall be binding uponany successor and assign of the Corporation, whether the existence of such successor or assign is a result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of theCorporation. 

 

**13.9****Unfunded Status of Plan.** ThisPlan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant by the Corporation, nothing contained herein shall give any Participant any rights thatare greater than those of a general creditor of the Corporation. 

**13.10 Withholding.**

 

**(a)****Tax Withholding.** The Corporation shall have the power and the right to deduct or withhold,or require a Participant to remit to the Corporation, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any grant, exercise, or paymentunder or as a result of this Plan. 

 

**(b)****Share Withholding.** To the extent the Code requires withholding upon the exercise of Nonqualified Stock Options, or upon the occurrence of any other similar taxable event, the Committee may permit or require, subject to anyrules it deems appropriate, the withholding requirement to be satisfied, in whole or in part, with or without the consent of the participant, by having the Corporation withhold Shares having a Fair Market Value equal to the amount required to bewithheld. The value of the Shares to be withheld shall be based on Fair Market Value of the Shares on the date that the amount of tax to be withheld is to be determined. 

 

**13.11****Singular, Plural; Gender.** Whenever used in this Plan, nouns in the singular shall include the plural,and vice versa, and the masculine pronoun shall include the feminine gender. 

 

**13.12****Headings.** Headings to the Sections and subsections are included for convenience and reference and do not constitute part of the Plan. 

 

**13.13****Costs.** The Corporation shall bear all expenses incurred in administrating this Plan, including originalissue, transfer, and documentary stamp taxes, and other expenses of issuing the Shares pursuant to Awards granted hereunder. 

 

**13.14****Governing Law.** This Plan and the actions taken in connection herewith shall be governed, construed, and administered in accordancewith the laws of the State of Florida regardless of the law that might otherwise govern under applicable Florida principles of conflicts of laws. 

 

**ARTICLE XIV**

**Effectiveness of thePlan**

 

This Plan shall become effective on the date thatit is adopted by the Board of Directors. Following adoption of the Plan by the Board of Directors, the Committee may make awards hereunder prior to the stockholders of the Corporation approving the Plan; *provided, however*, that any and allStock Options awarded automatically shall be converted into Nonqualified Stock Options if the Plan is not approved by such stockholders within 365 days of its adoption. 

 

**ARTICLE XV**

**Term of the Plan**

 

Unless soonerterminated by the Board pursuant to Article X hereof, this Plan shall terminate ten (10) years from its effective date and no Awards may be granted after termination, but Awards granted prior to such termination may extend beyond that date. TheBoard of Directors may terminate this Plan at any time. The termination shall not affect the validity of any Award outstanding on the date of termination. 

Date Plan Approved by Board of Directors: March 22, 2005 

 

/s/ Brian F. Grimes

Secretary Certification

 

Date Approved by the Shareholders: May20, 2005 

 
  
Secretary Certification