exh101.htm


     

    
      

      

    

    EXHIBIT 10.1

     

    
      HOME
FEDERAL BANCORP, INC. OF LOUISIANA

      AMENDED
AND RESTATED 2005 STOCK OPTION PLAN

       

      ARTICLE
I

      ESTABLISHMENT
OF THE PLAN

       

      Home
Federal Bancorp, Inc. of Louisiana (the “Corporation”), hereby amends and
restates its 2005 Stock Option Plan (as amended and restated, the “Plan”) upon
the terms and conditions hereinafter stated, with the amendment and restatement
effective as of November 12, 2008.

       

      ARTICLE
II

      PURPOSE
OF THE PLAN

       

      The
purpose of this Plan is to improve the growth and profitability of the
Corporation and its Subsidiary Companies by providing Employees and Non-Employee
Directors with a proprietary interest in the Corporation as an incentive to
contribute to the success of the Corporation and its Subsidiary Companies, and
rewarding Employees and Non-Employee Directors for outstanding
performance.  All Incentive Stock Options issued under this Plan are
intended to comply with the requirements of Section 422 of the Code and the
regulations thereunder, and all provisions hereunder shall be read, interpreted
and applied with that purpose in mind.  Each recipient of an Option
hereunder is advised to consult with his or her personal tax advisor with
respect to the tax consequences under federal, state, local and other tax laws
of the receipt and/or exercise of an Option hereunder.

       

      ARTICLE
III

      DEFINITIONS

       

      The
following words and phrases when used in this Plan with an initial capital
letter, unless the context clearly indicates otherwise, shall have the meanings
set forth below.  Wherever appropriate, the masculine pronouns shall
include the feminine pronouns and the singular shall include the
plural.

       

      3.01           “Advisory
Director” means a person appointed to serve as an advisory or emeritus director
by the Board of either the Corporation or the Bank or the successors
thereto.

       

      3.02           “Bank”
means Home Federal Savings and Loan Association, the wholly owned subsidiary of
the Corporation.

       

      3.03           “Beneficiary”
means the person or persons designated by an Optionee to receive any benefits
payable under the Plan in the event of such Optionee’s death.  Such
person or persons shall be designated in writing on forms provided for this
purpose by the Committee and may be changed from time to time by similar written
notice to the Committee.  In the absence of a written designation, the
Beneficiary shall be the Optionee’s surviving spouse, if any, or if none, his or
her estate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

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

       

      3.05           “Change
in Control” shall mean a change in the ownership of the Corporation or the Bank,
a change in the effective control of the Corporation or the Bank or a change in
the ownership of a substantial portion of the assets of the Corporation or the
Bank, in each case as provided under Section 409A of the Code and the
regulations thereunder.

       

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

       

      3.07           “Committee”
means a committee of two or more directors appointed by the Board pursuant to
Article IV hereof, each of whom shall be a Non-Employee Director (i) as defined
in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto, (ii) within
the meaning of Section 162(m) of the Code or any successor thereto and (iii) who
is independent as defined by the Marketplace Rules of the Nasdaq Stock
Market.

       

      3.08           “Common
Stock” means shares of the common stock, $0.01 par value per share, of the
Corporation.

       

      3.09           “Director”
means a member of the Board of Directors of the Corporation or a Subsidiary
Company or any successors thereto, including Non-Employee Directors as well as
Officers and Employees serving as Directors.

       

      3.10           “Disability”
means in
the case of any Optionee that the Optionee: (i) is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of the Corporation or the Bank (or would have received such benefits
for at least three months if he had been eligible to participate in such
plan).

       

      3.11           “Effective
Date” means the date upon which the Board originally adopted this
Plan.

       

      3.12           “Employee”
means any person who is employed by the Corporation or a Subsidiary Company, or
is an Officer of the Corporation or a Subsidiary Company, but not including
directors who are not also Officers of or otherwise employed by the Corporation
or a Subsidiary Company.

       

      3.13           “Employer
Group” means the Corporation and any Subsidiary Company which, with the consent
of the Board, agrees to participate in the Plan.

       

      3.14           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      3.15           “Exercise
Price” means the price at which a share of Common Stock may be purchased by an
Optionee pursuant to an Option.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      3.16           “Fair
Market Value” shall be equal to the fair market value per share of the
Corporation’s Common Stock on the date an Option is granted.  For
purposes hereof, the Fair Market Value of a share of Common Stock shall be the
closing sale price of a share of Common Stock on the date in question (or, if
such day is not a trading day in the U.S. markets, on the nearest preceding
trading day), as reported with respect to the principal market (or the composite
of the markets, if more than one) or national quotation system in which such
shares are then traded, or if no such closing prices are reported, the mean
between the high bid and low asked prices that day on the principal market or
national quotation system then in use.  Notwithstanding
the foregoing, if the Common
Stock is not readily tradable on an established securities market for purposes
of Section 409A of the Code, then the Fair Market Value shall be determined by
means of a reasonable valuation method that takes into consideration all
available information material to the value of the Corporation and that
otherwise satisfies the requirements applicable under Section 409A of the
Code and the
regulations thereunder.

       

      3.17           “Incentive
Stock Option” means any Option granted under this Plan which the Board intends
(at the time it is granted) to be an incentive stock option within the meaning
of Section 422 of the Code or any successor thereto.

       

      3.18           “Non-Employee
Director” means a member of the Board (including advisory boards, if any) of the
Corporation or any Subsidiary Company or any successor thereto, including an
Advisory Director of the Board of the Corporation and/or any Subsidiary Company,
or a former Officer or Employee of the Corporation and/or any Subsidiary Company
serving as a Director or Advisory Director, who is not an Officer or Employee of
the Corporation or any Subsidiary Company.

       

      3.19           “Non-Qualified
Option” means any Option granted under this Plan which is not an Incentive Stock
Option.

       

      3.20           “Offering”
means the offering of Common Stock to the public completed in 2005 in connection
with the mutual holding company (the “MHC”) reorganization of the Bank and the
issuance of the capital stock of the Bank to the
Corporation.

       

      3.21           “Officer”
means an Employee whose position in the Corporation or Subsidiary Company is
that of a corporate officer, as determined by the Board.

       

      3.22           “Option”
means a right granted under this Plan to purchase Common
Stock.

       

      3.23           “Optionee”
means an Employee or Non-Employee Director or former Employee or Non-Employee
Director to whom an Option is granted under the Plan.

       

      3.24           “OTS”
means the Office of Thrift Supervision.

       

      3.25           “Retirement”
means:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (a)  A
termination of employment which constitutes a “retirement” at the “normal
retirement age” or later under the Home Federal Savings and Loan Association
401(k) Plan or such other qualified pension benefit plan maintained by the
Corporation or a Subsidiary Company as may be designated by the Board or the
Committee, or, if no such plan is applicable, which would constitute
“retirement” under the Home Federal Savings and Loan Association Bank 401(k)
Plan, if such individual were a participant in that plan, provided, however,
that the provisions of this subsection (a) will not apply as long as an Optionee
continues to serve as a Non-Employee Director, including service as an Advisory
Director.

       

      (b)  With
respect to Non-Employee Directors, retirement means retirement from service on
the Board of Directors of the Corporation or a Subsidiary Company or any
successors thereto (including service as an Advisory Director to the Corporation
or any Subsidiary Company) after reaching normal retirement age as established
by the Company.

       

      3.26           “Stock
Option Agreement” means the written agreement setting forth the number of shares
subject to the Option, the exercise price thereof, designating the Option as an
Incentive Stock Option or a Non-Qualified Option and such other terms of the
Option as the Committee shall deem appropriate.

       

      3.27           “Subsidiary
Companies” means those subsidiaries of the Corporation, including the Bank,
which meet the definition of “subsidiary corporations” set forth in Section
424(f) of the Code, at the time of granting of the Option in
question.

       

      ARTICLE
IV

      ADMINISTRATION
OF THE PLAN

       

      4.01           Duties
of the Committee.  The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02.  The Committee shall have the authority to
adopt, amend and rescind such rules, regulations and procedures as, in its
opinion, may be advisable in the administration of the Plan, including, without
limitation, rules, regulations and procedures which (i) address matters
regarding the satisfaction of an Optionee’s tax withholding obligation pursuant
to Section 12.02 hereof, (ii) to the extent permissible by applicable law and
regulation, include arrangements to facilitate the Optionee’s ability to borrow
funds for payment of the exercise or purchase price of an Option, if applicable,
from securities brokers and dealers, and (iii) subject to any legal or
regulatory restrictions or limitations,  include arrangements which
provide for the payment of some or all of such exercise or purchase price by
delivery of previously owned shares of Common Stock or other property and/or by
withholding some of the shares of Common Stock which are being
acquired.  The interpretation and construction by the Committee of any
provisions of the Plan, any rule, regulation or procedure adopted by it pursuant
thereto or of any Option shall be final and binding in the absence of action by
the Board.

       

      4.02           Appointment
and Operation of the Committee.  The members of the Committee
shall be appointed by, and will serve at the pleasure of, the
Board.  The Board from time to time may remove members from, or add
members to, the Committee, provided the Committee shall continue to consist of
two or more members of the Board, each of whom shall be a Non-Employee Director,
as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor
thereto.  In addition, each member of the Committee shall be an (i)
“outside director” within the meaning of Section 162(m) of the Code and
regulations thereunder at such times as is required under such regulations and
(ii) an “independent director” as such term is defined in Rule 4200(a)(15) of
the Marketplace Rules of the Nasdaq Stock Market.  The Committee shall
act by vote or written consent of a majority of its members.  Subject
to the express provisions and limitations of the Plan, the Committee may adopt
such rules, regulations and procedures as it deems appropriate for the conduct
of its affairs.  It may appoint one of its members to be chairman and
any person, whether or not a member, to be its secretary or
agent.  The Committee shall report its actions and decisions to the
Board at appropriate times but in no event less than one time per calendar
year.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      4.03           Revocation
for Misconduct.  The Board or the Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof, to the
extent not yet vested, previously granted or awarded under this Plan to an
Employee who is discharged from the employ of the Corporation or a Subsidiary
Company for cause, which, for purposes hereof, shall mean termination because of
the Employee’s personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule, or regulation (other than traffic
violations or similar offenses) or final cease-and-desist
order.  Options granted to a Non-Employee Director who is removed for
cause pursuant to the Corporation’s Articles of Incorporation or Bylaws or the
Bank’s Charter and Bylaws or the constituent documents of such other Subsidiary
Company on whose board he serves shall terminate as of the effective date of
such removal.

       

      4.04           Limitation
on Liability.  Neither the members of the Board nor any member
of the Committee shall be liable for any action or determination made in good
faith with respect to the Plan, any rule, regulation or procedure adopted by it
pursuant thereto or any Options granted under it.  If a member of the
Board or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Corporation and its Subsidiary Companies and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

       

      4.05           Compliance
with Laws and Regulations.  All Options granted hereunder shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any government or regulatory agency as may be
required.  The Corporation shall not be required to issue or deliver
any certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any federal or state law or any rule or regulation
of any government body, which the Corporation shall, in its sole discretion,
determine to be necessary or advisable.  Moreover, no Option may be
exercised if such exercise would be contrary to applicable laws and
regulations.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      4.06           Restrictions
on Transfer.  The Corporation may place a legend upon any
certificate representing shares acquired pursuant to an Option granted hereunder
noting that the transfer of such shares may be restricted by applicable laws and
regulations.

       

      4.07           No Deferral of Compensation Under Section
409A of the Code.  All
Options granted under this Plan are designed to
not constitute a deferral of compensation for purposes of Section 409A of the
Code.  Notwithstanding any other provision in this Plan to the
contrary, all of the terms and conditions of any Options granted under this Plan
shall be designed to satisfy the exemption for stock options set forth in the
regulations issued under Section 409A of the Code.  Both this Plan and
the terms of all Options granted hereunder shall be interpreted in a manner that
requires compliance with all of the requirements of the exemption for stock
options set forth in the regulations issued under Section 409A of the
Code.  No Optionee shall be permitted to defer the recognition of
income beyond the exercise date of a Non-Qualified Option or beyond the date
that the Common Stock received upon the exercise of an Incentive Stock Option is
sold.

       

      ARTICLE
V

      ELIGIBILITY

       

      Options
may be granted to such Employees or Non-Employee Directors of the Corporation
and its Subsidiary Companies as may be designated from time to time by the Board
or the Committee.  Options may not be granted to individuals who are
not Employees or Non-Employee Directors of either the Corporation or its
Subsidiary Companies.  Non-Employee Directors shall be eligible to
receive only Non-Qualified Options.

       

      ARTICLE
VI

      COMMON
STOCK COVERED BY THE PLAN

       

      6.01           Option
Shares.  The aggregate number of shares of Common Stock which
may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 174,389.  None of such shares shall be the
subject of more than one Option at any time, but if an Option as to any shares
is surrendered before exercise, or expires or terminates for any reason without
having been exercised in full, or for any other reason ceases to be exercisable,
the number of shares covered thereby shall again become available for grant
under the Plan as if no Options had been previously granted with respect to such
shares.  During the time this Plan remains in effect, the aggregate
grants of Options to each Employee and each Non-Employee Director shall not
exceed 25% and 5% of the shares of Common Stock initially available under the
Plan, respectively.  Options granted to
Non-Employee  Directors in the aggregate may not exceed 30% of the
number of shares initially available under this Plan.

       

      6.02           Source
of Shares.  The shares of Common Stock issued under the Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Corporation on the open market or from private sources for use under the
Plan.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      ARTICLE
VII

      DETERMINATION
OF

      OPTIONS,
NUMBER OF SHARES, ETC.

       

      The Board
or the Committee shall, in its discretion, determine from time to time which
Employees or Non-Employee Directors will be granted Options under the Plan, the
number of shares of Common Stock subject to each Option, and whether each Option
will be an Incentive Stock Option or a Non-Qualified Stock Option.  In
making all such determinations there shall be taken into account the duties,
responsibilities and performance of each respective Employee and Non-Employee
Director, his or her present and potential contributions to the growth and
success of the Corporation, his or her salary or other compensation and such
other factors as the Board or the Committee shall deem relevant to accomplishing
the purposes of the Plan.  The Board or the Committee may but shall
not be required to request the written recommendation of the Chief Executive
Officer of the Corporation other than with respect to Options to be granted to
him or her.

       

      ARTICLE
VIII

      OPTIONS

       

      Each
Option granted hereunder shall be on the following terms and
conditions:

       

      
             8.01        Stock Option
Agreement.  The proper Officers on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which shall
set forth the total number of shares of Common Stock to which it pertains, the
exercise price, whether it is a Non-Qualified Option or an Incentive Stock
Option, and such other terms, conditions, restrictions and privileges as the
Board or the Committee in each instance shall deem appropriate, provided they
are not inconsistent with the terms, conditions and provisions of this
Plan.  Each Optionee shall receive a copy of his executed Stock Option
Agreement.  Any Option granted with the intention that it will be an
Incentive Stock Option but which fails to satisfy a requirement for Incentive
Stock Options shall continue to be valid and shall be treated as a Non-Qualified
Option.

      

       

      8.02        Option
Exercise Price.

       

      (a)           Incentive
Stock Options.  The per share price at which the subject Common
Stock may be purchased upon exercise of an Incentive Stock Option shall be no
less than one hundred percent (100%) of the Fair Market Value of a share of
Common Stock at the time such Incentive Stock Option is granted, except as
provided in Section 8.09(b).

       

      (b)           Non-Qualified
Options.  The per share price at which the subject Common Stock
may be purchased upon exercise of a Non-Qualified Option shall be no less than
one hundred percent (100%) of the Fair Market Value of a share of Common Stock
at the time such Non-Qualified Option is granted.

       

      8.03        Vesting
and Exercise of Options.

       

      (a)           General
Rules.  Incentive Stock Options and Non-Qualified Options shall
become vested and exercisable at a rate no more rapid than 20% per year,
commencing one year from the date of grant as shall be determined by the
Committee and the right to exercise shall be
cumulative.  Notwithstanding the foregoing, except as provided in
Section 8.03(b) hereof, no vesting shall occur on or after an Employee’s
employment and/or service as a Non-Employee Director (which, for purposes
hereof, shall include service as an Advisory Director) with the Corporation or
any of the Subsidiary Companies is terminated.  In determining the
number of shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded down to the nearest whole number,
provided that such fractional shares shall be aggregated and deemed vested on
the final date of vesting.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (b)           Accelerated
Vesting.  Unless the Board or the Committee shall specifically
state otherwise at the time an Option is granted, all Options granted under this
Plan shall become vested and exercisable in full on the date an Optionee
terminates his employment with the Corporation or a Subsidiary Company or
service as a Non-Employee Director (including for purposes hereof service as an
Advisory Director) because of his death or Disability (provided, however, no
such accelerated vesting shall occur if an Optionee remains employed by or
continues to serve as a Director (including for purposes hereof service as an
Advisory Director) of at least one member of the Employer
Group).  Furthermore, notwithstanding the general rule contained in
Section 8.03(a), all Options granted under this Plan shall become vested and
exercisable in full as of the effective date of a Change in
Control.

       

      8.04        Duration
of Options.

       

      (a)           General
Rule.  Except as provided in Sections 8.04(b) and 8.09, each
Option or portion thereof granted to Employees and Non-Employee Directors shall
be exercisable at any time on or after it vests and becomes exercisable until
the earlier of (i) ten (10) years after its date of grant or (ii) six (6) months
after the date on which the Optionee ceases to be employed (or in the service of
the Board of Directors) by the Corporation and all Subsidiary Companies, unless
the Board of Directors or the Committee in its discretion decides at the time of
grant to extend such period of exercise to a period not exceeding three (3)
years.  In the event an Incentive Stock Option is not exercised within
90 days of the effective date of termination of the Optionee’s status as an
Employee, the tax treatment accorded Incentive Stock Options by the Code may not
be available.  In addition, the accelerated vesting of Incentive Stock
Options provided by Section 8.03(b) may result in all or a portion of such
Incentive Stock Options no longer qualifying as Incentive Stock
Options.  Notwithstanding anything herein to the contrary, all
executive officers and directors of the Corporation must either exercise or
forfeit any Options granted hereunder in the event that the Bank becomes
critically undercapitalized (as defined in 12 C.F.R. § 565.4 or any successor
thereto), is subject to OTS enforcement action or receives a capital directive
from the OTS under 12 C.F.R. § 565.7.

       

      (b)           Exception
for Termination Due to Disability, Retirement, Change in Control or
Death.  Unless the Board or the Committee shall specifically
state otherwise at the time an Option is granted: (i) if an Employee terminates
his employment with the Corporation or a Subsidiary Company as a result of
Disability or Retirement without having fully exercised his Options, the
Employee shall have the right, during the three (3) year period following his
termination due to Disability or Retirement, to exercise such Options, and (ii)
if a Non-Employee Director terminates his service as a director (including
service as an Advisory Director) with the Corporation or a Subsidiary Company as
a result of Disability or Retirement without having fully exercised his Options,
the Non-Employee Director shall have the right, during the three (3) year period
following his termination due to Disability or Retirement, to exercise such
Options.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Subject
to the provisions of Article IX hereof, unless the Board or the Committee shall
specifically state otherwise at the time an Option is granted, if an Employee or
Non-Employee Director terminates his employment or service with the Corporation
or a Subsidiary Company following a Change in Control without having fully
exercised his Options, the Optionee shall have the right to exercise such
Options during the remainder of the original ten (10) year term (or five (5)
year term for Options subject to Section 8.09(b) hereof) of the Option from the
date of grant.

       

      If an
Optionee dies while in the employ or service of the Corporation or a Subsidiary
Company or terminates employment or service with the Corporation or a Subsidiary
Company as a result of Disability or Retirement and dies without having fully
exercised his Options, the executors, administrators, legatees or distributees
of his estate shall have the right, during the one (1) year period following his
death, to exercise such Options.

       

      In no
event, however, shall any Option be exercisable more than ten (10) years (five
(5) years for Options subject to Section 8.09(b) hereof) from the date it was
granted.

       

      8.05           Nonassignability.  Options
shall not be transferable by an Optionee except by will or the laws of descent
or distribution, and during an Optionee’s lifetime shall be exercisable only by
such Optionee or the Optionee’s guardian or legal
representative.  Notwithstanding the foregoing, or any other provision
of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his immediate family or to a duly established trust for the benefit
of one or more of these individuals.   For purposes hereof,
“immediate family” includes but is not necessarily limited to the Participant’s
spouse, children (including step children), parents, grandchildren and great
grandchildren.  Options so transferred may thereafter be transferred
only to the Optionee who originally received the grant or to an individual or
trust to whom the Optionee could have initially transferred the Option pursuant
to this Section 8.05.  Options which are transferred pursuant to this
Section 8.05 shall be exercisable by the transferee according to the same terms
and conditions as applied to the Optionee.

       

      8.06           Manner
of Exercise.  Options may be exercised in part or in whole and
at one time or from time to time.  The procedures for exercise shall
be set forth in the written Stock Option Agreement provided for in Section 8.01
above.

       

      8.07           Payment
for Shares.  Payment in full of the purchase price for shares
of Common Stock purchased pursuant to the exercise of any Option shall be made
to the Corporation upon exercise of the Option.  All shares sold under
the Plan shall be fully paid and nonassessable.  Payment for shares
may be made by the Optionee (i) in cash or by check, (ii) by delivery of a
properly executed exercise notice, together with irrevocable instructions to a
broker to sell the shares and then to properly deliver to the Corporation the
amount of sale proceeds to pay the exercise price, all in accordance with
applicable laws and regulations, or (iii) at the discretion of the Board or the
Committee, by delivering shares of Common Stock (including shares acquired
pursuant to the previous exercise of an Option) equal in fair market value to
the purchase price of the shares to be acquired pursuant to the Option, by
withholding some of the shares of Common Stock which are being purchased upon
exercise of an Option, or any combination of the foregoing.  With
respect to subclause (iii) hereof, the shares of Common Stock delivered to pay
the purchase price must have either been (x) purchased in open market
transactions or (y) issued by the Corporation pursuant to a plan thereof more
than six months prior to the exercise date of the Option.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      8.08           Voting
and Dividend Rights.  No Optionee shall have any voting or
dividend rights or other rights of a shareholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the Corporation’s shareholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.

       

      8.09           Additional
Terms Applicable to Incentive Stock Options.  All Options
issued under the Plan which are designated as Incentive Stock Options will be
subject, in addition to the terms detailed in Sections 8.01 to 8.08 above, to
those contained in this Section 8.09.

       

      (a)           Amount
Limitation.  Notwithstanding any contrary provisions contained
elsewhere in this Plan and as long as required by Section 422 of the Code, the
aggregate Fair Market Value, determined as of the time an Incentive Stock Option
is granted, of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by the Optionee during any calendar year,
under this Plan and stock options that satisfy the requirements of Section 422
of the Code under any other stock option plans maintained by the Corporation (or
any parent or Subsidiary Company), shall not exceed $100,000.

       

      (b)           Limitation
on Ten Percent Shareholders.  The price at which shares of
Common Stock may be purchased upon exercise of an Incentive Stock Option granted
to an individual who, at the time such Incentive Stock Option is granted, owns,
directly or indirectly, more than ten percent (10%) of the total combined voting
power of all classes of stock issued to shareholders of the Corporation or any
Subsidiary Company, shall be no less than one hundred and ten percent (110%) of
the Fair Market Value of a share of the Common Stock of the Corporation at the
time of grant, and such Incentive Stock Option shall by its terms not be
exercisable after the earlier of the date determined under Section 8.04 or the
expiration of five (5) years from the date such Incentive Stock Option is
granted.

       

      (c)           Notice
of Disposition; Withholding; Escrow.  An Optionee shall
immediately notify the Corporation in writing of any sale, transfer, assignment
or other disposition (or action constituting a disqualifying disposition within
the meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of.  The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any minimum withholding requirements of
federal or state law or regulation and, further, to collect from the Optionee
any additional amounts which may be required for such purpose.  The
Committee may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow
arrangement for the purpose of enabling compliance with the provisions of this
Section 8.09(c).

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      ARTICLE
IX

      ADJUSTMENTS
FOR CAPITAL CHANGES

       

      9.01           General
Adjustments.  The aggregate number of shares of Common Stock
available for issuance under this Plan, the number of shares to which any Option
relates, the maximum number of shares that can be covered by Options to each
Employee, each Non-Employee Director and Non-Employee Directors as a group and
the Exercise Price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the Effective Date of
this Plan resulting from a split, subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Corporation.

       

      9.02           Adjustments
for Mergers and Other Corporate Transactions. If, upon a merger,
consolidation, reorganization, liquidation, recapitalization or the like of the
Corporation, the shares of the Corporation’s Common Stock shall be exchanged for
other securities of the Corporation or of another corporation, each Option shall
be converted, subject to the conditions herein stated, into the right to
purchase or acquire such number of shares of Common Stock or amount of other
securities of the Corporation or such other corporation as were exchangeable for
the number of shares of Common Stock of the Corporation which such Optionee
would have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of
outstanding Options, provided that
in each case the number of shares or other securities subject to the substituted
or assumed stock options and the exercise price thereof shall be determined in a
manner that satisfies the requirements of Treasury Regulation §1.424-1 and the
regulations issued under Section 409A of the Code so that the substituted or
assumed option is not deemed to be a modification of the outstanding
Options. Notwithstanding
any provision to the contrary herein, the term of any Option granted hereunder
and the property which the Optionee shall receive upon the exercise or
termination thereof shall be subject to and be governed by the provisions
regarding the treatment of any such Options set forth in a definitive agreement
with respect to any of the aforementioned transactions entered into by the
Corporation to the extent any such Option remains outstanding and unexercised
upon consummation of the transactions contemplated by such definitive
agreement.

       

      ARTICLE
X

      AMENDMENT
AND TERMINATION OF THE PLAN

       

      The Board
may, by resolution, at any time terminate or amend the Plan with respect to any
shares of Common Stock as to which Options have not been granted, subject to
regulations of the OTS and any required shareholder approval or any shareholder
approval which the Board may deem to be advisable for any reason, such as for
the purpose of obtaining or retaining any statutory or regulatory benefits under
tax, securities or other laws or satisfying any applicable stock exchange
listing requirements.  The Board may not, without the consent of the
holder of an Option, alter or impair any Option previously granted or awarded
under this Plan except as provided by Article IX hereof or except as
specifically authorized herein.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      Notwithstanding
anything to the contrary herein, in no event shall the Board of Directors
without shareholder approval amend the Plan nor shall the Board of Directors or
the Committee amend an Option in any manner that effectively allows the
repricing of any Option previously granted under the Plan either through a
reduction in the Exercise Price or through the cancellation and regrant of a new
Option in exchange for the cancelled Option (except as permitted pursuant to
Article IX in connection with a change in the Corporation’s
capitalization).

       

      ARTICLE
XI

      EMPLOYMENT
RIGHTS

       

      Neither
the Plan nor the grant of any Options hereunder nor any action taken by the
Committee or the Board in connection with the Plan shall create any right on the
part of any Employee or Non-Employee Director of the Corporation or a Subsidiary
Company to continue in such capacity.

       

      ARTICLE
XII

      WITHHOLDING

       

      12.01        Tax
Withholding.  The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the Corporation
the amount required to be withheld as a condition to delivering the shares
acquired pursuant to an Option.  The Corporation also may withhold or
collect amounts with respect to a disqualifying disposition of shares of Common
Stock acquired pursuant to exercise of an Incentive Stock Option, as provided in
Section 8.09(c).

       

      12.02        Methods
of Tax Withholding.  The Board or the Committee is authorized
to adopt rules, regulations or procedures which provide for the satisfaction of
an Optionee’s tax withholding obligation by the retention of shares of Common
Stock to which the Employee would otherwise be entitled pursuant to an Option
and/or by the Optionee’s delivery of previously owned shares of Common Stock or
other property.

       

      ARTICLE
XIII

      EFFECTIVE
DATE OF THE PLAN; TERM

       

      13.01        Effective
Date of the Plan.  This Plan as originally adopted became
effective on the Effective Date, and Options may be granted hereunder no earlier
than the date this Plan was approved by shareholders and no later than the
termination of the Plan.  The shareholders of the Corporation approved
this Plan as originally adopted pursuant to Article XIV hereof.  The
amendment and restatement of the Plan was adopted effective as of November 12,
2008.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      13.02       Term
of Plan.  Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date.  Termination of the Plan shall not affect any Options
previously granted and such Options shall remain valid and in effect until they
have been fully exercised or earned, are surrendered or by their terms or the
terms hereof expire or are forfeited.

       

      ARTICLE
XIV

      SHAREHOLDER
APPROVAL

       

      The
shareholders of the Corporation approved this Plan as originally adopted at a
meeting of shareholders of the Corporation held within twelve (12) months
following the Effective Date in order to meet the requirements of (i) Section
422 of the Code and regulations thereunder and (ii) Section 162(m) of the Code
and regulations thereunder.  This Plan as originally adopted was also
approved by a majority of the total votes eligible to be cast by shareholders
other than the MHC.

       

      ARTICLE
XV

      MISCELLANEOUS

       

      15.01      Governing
Law.  To the extent not governed by federal law, this Plan
shall be construed under the laws of the State of Louisiana.

       

      
        
          
          

        

        
          13