EX-10.1







EXHIBIT 10.1




TRIDENT BANCSHARES, INC.




200[_] STOCK OPTION PLAN





	1.	 	DEFINITIONS






	 	a.	 	“Company” — TRIDENT NATIONAL BANCSHARES, INC.
	 
	 	b.	 	“Code” — Internal Revenue Code of 1986, as amended.
	 
	 	c.	 	“Committee” — the Compensation Committee of the Board of Directors.
	 
	 	d.	 	“Common Stock” — common voting stock of the Company.
	 
	 	e.	 	“Board” — voting members of the Board of Directors of the Company.
	 
	 	f.	 	“Incentive Stock Option or ISO” — an option granted under the Plan which
constitutes an “incentive stock option” within the meaning of Section 422 of the Code.
	 
	 	g.	 	“Non-Qualified Stock Option or NQSO” — an option granted under the Plan which
does not qualify as an ISO.
	 
	 	h.	 	“Option” — right to purchase shares of Common Stock which may either be an ISO
or a NQSO.
	 
	 	i.	 	“Option Agreement” — formal agreement for each grant with specific terms and
conditions not inconsistent with this Plan.
	 
	 	j.	 	“Optionee”- an eligible person under Section 5 below who has been granted
options under this Plan.
	 
	 	k.	 	“Plan”- Trident National Bancshares, Inc. 200[_] Stock Option Plan.






	2.	 	PURPOSE
	 
	 	 	The purposes of the Plan are: (i) to assist the Company in securing and retaining key
employees and directors of outstanding ability by making it possible to offer them an
increased incentive to join or continue in the service of the Company; and (ii) to increase
the key employees’ efforts for the Company’s welfare by participating in the ownership and
growth of the Company. The Options granted under the Plan may either be Incentive Stock
Options or Non-Qualified Stock Options as specified in the Option Agreement. Any Option
that fails to qualify as an ISO shall be a NQSO.
	 
	3.	 	SHARES SUBJECT TO THE PLAN
	 
	 	 	Subject to adjustments pursuant to the provisions of Section 14, there shall be authorized
and reserved for issuance upon the exercise of Options to be granted under the Plan, 500,000
shares of Common Stock. If an Option expires or terminates for any reason without being
exercised in full, the unpurchased shares subject to such Option shall again be available
for purposes of the Plan.




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Stock Option Plan

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	4.	 	ADMINISTRATION
	 
	 	 	The Committee, whose members shall not be participants in the Plan, will have complete
authority to interpret the Plan, make grants, and determine terms and conditions within the
context of the Plan.
	 
	5.	 	ELIGIBILITY
	 
	 	 	The following persons are eligible to receive Options under the Plan: Full-time key
employees or directors of the Company or its qualifying subsidiaries who are selected by the
Committee from time to time and who, in the opinion of the Committee, have contributed in
the past or who may be expected to contribute materially in the future to the successful
performance of the Company.
	 
	6.	 	GRANTING OF OPTIONS; OPTION EXERCISE PRICE
	 
	 	 	The Board, upon recommendation of the Committee, may grant Options to eligible participants
as desirable. Any Option granted hereunder shall have a per share option exercise price at
least equal to the fair market value of a share of the Common Stock on the date of the
grant, except as stated in paragraph 10 below. The Option exercise price shall be subject
to adjustments in accordance with the provisions of Section 14 herein.
	 
	7.	 	TERM OF OPTION
	 
	 	 	Subject to the provisions of Section 9 herein, the period during which each Option may be
exercised shall be fixed by the Committee at the time such Option is granted, but such
period shall expire not later than ten years from the date the Option is granted.
	 
	8.	 	MANNER OF EXERCISE
	 
	 	 	The Options shall be exercised by written notice, delivered to the Secretary of the Company
and signed by the Optionee or his or her successors stating the number of shares with
respect to which the Option is being exercised. Payment in full of the Option price of the
said shares must be made at the time of exercise, and payment must be made in immediately
available funds.
	 
	9.	 	TERMINATION OF OPTIONS
	 
	 	 	All unexercised Options will terminate pursuant to their terms; provided,
however, that no Option shall remain exercisable later than ninety (90) days after
Optionee’s separation or termination from the Company (or a qualifying subsidiary) by reason
other than death or permanent disability. If an Optionee should die or become permanently
disabled prior to separation or termination from the Company (or a qualifying subsidiary) or
within three months after such separation or termination, the right of the Optionee or his
or her successor in interest to exercise an Option shall terminate not later than 12 months
after the date of death or permanent disability. During such periods, all unexercised
Options
may be exercised by the Optionee or his or her legal representative in the event of death or
permanent disability.




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Stock Option Plan

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	10.	 	LIMITATIONS RELATING TO INCENTIVE STOCK OPTIONS
	 
	 	 	The following limitations apply to Incentive Stock Options:






	 	(a)	 	ISO’s shall not be granted to any individual pursuant to this
Plan, the effect of which would be to permit such person to first exercise
ISO’s, in any calendar year, for the purchase of shares having a fair market
value in excess of $100,000 (determined at the time of the grant of the
Options). Optionee may exercise ISO’s for the purchase of shares valued in
excess of $100,000 (determined at the time of grant of the Options) in a
calendar year, but only if the right to exercise such ISO’s shall have first
become available in prior calendar years.
	 
	 	(b)	 	No ISO shall be granted to an individual who, at the time the
ISO is granted, owns more than ten percent (10%) of the combined voting power
of all classes of stock of the Company then outstanding unless, at the time the
ISO is granted, the option price is at least one hundred ten percent (110%) of
the fair market value of the Common Stock subject to the ISO and the ISO, by
its terms, is not exercisable after the expiration of five (5) years from the
date of grant.






	11.	 	NONTRANSFERABILITY OF OPTIONS; RESTRICTIONS ON ISSUANCE OF COMMON STOCK
	 
	 	 	Options granted under this Plan are nontransferable except by will or by the laws of descent
and distribution. No shares shall be delivered pursuant to any exercise of an Option until
the requirements of such laws and regulations, as may be deemed by the Board to be
applicable to them, are satisfied and until payment in full as described in Section 8 of the
Option price is received by the Company.
	 
	12.	 	RIGHTS OF OPTIONEE
	 
	 	 	An Optionee will have no rights as a shareholder until a stock certificate for the Common
Stock is issued. Nothing in the Plan, in any Option Agreement or resulting stock ownership,
will give to an Optionee any right to continuation of employment.
	 
	13.	 	OTHER TERMS AND CONDITIONS
	 
	 	 	All Options granted hereunder pursuant to any single Option Agreement shall vest in equal
amounts over a vesting period not less than three (3) years in duration; provided, however,
that an Option Agreement may provide for the acceleration of vesting upon terms that are
consistent with policy guidelines published by the Office of the
Comptroller of the Currency (“OCC”). Any Option granted hereunder shall contain additional
terms which are not inconsistent with the terms of this Plan, as the Board or the Committee
deems necessary or desirable.




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Stock Option Plan

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	14.	 	CAPITAL ADJUSTMENTS AFFECTING STOCK
	 
	 	 	In the event of a capital adjustment resulting from a stock dividend, stock split,
reorganization, merger, consolidation, or a combination or exchange
of shares, the number of shares of stock subject to this Plan and the number of shares under any Option granted
hereunder shall be adjusted consistent with such capital adjustment. The price of any share
under Option shall be adjusted so that there will be no change in the aggregate purchase
price payable upon the exercise of any such Option. The granting of an Option pursuant to
this Plan shall not affect in any way the right or power of the Company to make adjustments,
reorganizations, reclassifications, or changes of its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business
or assets.
	 
	 	 	After any merger, consolidation or reorganization of any form involving the Company as a
party thereto involving any exchange, conversion, adjustment or other modification of the
outstanding shares of the Company’s Common Stock, each Optionee at the time of such
reorganization shall, at no additional cost, be entitled, upon any exercise of his or her
Option, to receive, in lieu of the number of shares as to which such option shall then be so
exercised, the number and class of shares of stock or other securities or such other
property to which such Optionee would have been entitled pursuant to the terms of the
agreement of merger or consolidation, if at the time of such merger or consolidation, such
Optionee had been a holder of record of a number of shares of the Common Stock of the
Company equal to the number of shares as to which such Option shall then be so exercised.
Comparable rights shall accrue to each Optionee in the event of successive mergers or
consolidations of the character described above.
	 
	 	 	The foregoing adjustments and the manner of their application will be in the sole discretion
of the Committee to determine.
	 
	 	 	Anything contained herein to the contrary notwithstanding, upon the dissolution or
liquidation of the Company each Option granted under the Plan shall terminate.
	 
	15.	 	AMENDMENTS, SUSPENSION OR TERMINATION OF THE PLAN
	 
	 	 	The Board of the Company shall have the right, at any time, to amend, suspend or terminate
the Plan; provided, however, no amendments shall be made in the Plan without the approval of
the stockholders of the Company which:






	 	(a)	 	Increase the total number of shares for which Options may be
granted under this Plan for all key employees except as provided in Section 14.




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	 	(b)	 	Change the minimum purchase price for the optioned shares
except as provided in Section 14.
	 
	 	(c)	 	Adversely affect outstanding Options or any unexercised rights
thereunder except as provided in Section 14.
	 
	 	(d)	 	Extend the termination date of the Plan.






	16.	 	EFFECTIVE DATE
	 
	 	 	The Plan shall take effect on _________, 200[_], and shall terminate on _________, 201[_] [TEN
YEARS LATER]. No Options may be granted under the Plan after its termination date, but any
Option granted prior thereto may be exercised in accordance with its terms. The Plan and
all Options granted pursuant to it are subject to all laws, approvals, requirements and
regulations of any governmental authority which may be applicable thereto and,
notwithstanding any provisions of the Plan or Option Agreement, the holder of an Option
shall not be entitled to exercise his or her Option nor shall the Company be obligated to
issue any shares to the holder if such exercise or issuance shall constitute a violation by
the holder or the Company of any provisions of any such approval requirements, law or
regulations.
	 
	17.	 	REGULATION
	 
	 	 	The Company’s banking regulatory authorities may direct the Company to require plan
participants to exercise or forfeit their stock options upon the occurrence of one of the
following events: (1) the Company’s capital falls below regulatory minimums as such
authorities may determine, or (2) the existence of the stock options impairs the Company’s
ability to raise capital.






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