Cypress Bank Director's Stock Option Plan



 Exhibit 10.34 
  
 CYPRESS BANK 
 DIRECTORS’ STOCK OPTION PLAN 
  
 ARTICLE I

  
 Definitions 
  
 As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary: 
  
 (a)
“Bank” shall mean Cypress Bank, a Florida corporation. 
  
 (b) “Board” or “Board of Directors” shall mean the board of directors of the Bank. 
  
 (c) “Change of Control” shall be deemed to have occurred if an entity or person (including a “Group”) as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, becomes the beneficial owner (as defined in Rule 13d-3 promulgated thereunder) of Bank Stock having 50% or more of the total number of votes that may be cast for the election of directors of the Bank
(excluding any transaction which results in the formation for the Bank of a bank holding company owned by substantially all of the former shareholders of the Bank). 
  
 (d) “Director” shall mean any individual who is serving as a director of the Bank. 
  
 (e) “Option” shall mean an option to purchase Stock granted by the
Bank pursuant to the provisions of this Plan. 
  
 (f) “Option
Price” shall mean the purchase price of each share of Stock subject to Option, as defined in Section 5.2 hereof. 
  
 (g) “Optionee” shall mean a Director who has received an Option granted by the Bank hereunder. 
  
 (h) “Plan” shall mean this Cypress Bank Directors’ Stock
Option Plan. 
  
 (i) “Service” shall mean the tenure of
an individual as a director of the Bank. 
  
 (j) “Stock”
shall mean the common stock of the Bank, par value $5.00 per share, or, in the event that the outstanding shares of Stock are hereafter changed into or exchanged for shares of a different class of stock or securities of the Bank or some other
corporation, such other stock or securities. 
  
 (k) “Stock
Option Agreement” shall mean the agreement between the Bank and the Optionee under which the Optionee may purchase Stock pursuant to the Plan. 







 (l) “Stock Option Committee” shall mean such Board committee as may be designated by the Board
to administer the Plan. 
  
 ARTICLE II 
  
 The Plan 
  
 2.1 Name. This plan shall be known as the “Cypress Bank Directors’ Stock Option Plan.” 
  
 2.2 Purpose. The purpose of the Plan is to advance the interests of
the Bank and its shareholders by affording to the Directors of the Bank an opportunity to increase their proprietary interest in the Bank and recognize their efforts in connection with the organization of the Bank by the grant of Options to such
Directors under the terms set forth herein. 
  
 2.3 Effective
Date. The Plan shall become effective on the later of the approval of this Plan by (i) the Florida Department of Banking and Finance, or (ii) by the holders of a majority of the outstanding shares of Stock. 
  
 2.4 Participants. Only non-employee Directors of the Bank shall be
eligible to receive Options under the Plan. 
  
 ARTICLE III

  
 Plan Administration 
  
 3.1 Stock Option Committee. This Plan shall be administered by the
Stock Option Committee. 
  
 3.2 Power of the Stock Option
Committee. The Stock Option Committee shall have full authority and discretion: (a) except with respect to Options covering the Directors and the shares of Stock specified on Exhibit A attached hereto, to determine, consistent with the
provisions of this Plan, which of the Directors will be granted Options to purchase any shares of Stock which may be issued and sold hereunder as provided in Section 4.1 hereof to the extent such shares are not covered by the Options to be granted
to the Directors specified on Exhibit A attached hereto, the times at which Options shall be granted, and the number of shares of Stock covered by each Option; (b) to construe and interpret the Plan; (c) to determine the terms and provisions of each
respective Stock Option Agreement, which need not be identical; and (d) to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plan. All such actions and determinations shall be
conclusively binding upon all persons for all purposes. 







 ARTICLE IV 
  
 Shares of Stock Subject to Plan 
  
 4.1 Limitations. Subject to adjustment pursuant to the provisions of Section 4.3 hereof, the number of shares of Stock which may be issued and sold
hereunder pursuant to Stock Option Agreements shall not exceed sixty-seven thousand two hundred (67,200) shares. All of the sixty-seven thousand two hundred (67,200) shares of Stock which may be issued and sold hereunder shall be covered by the
Options specified on Exhibit A attached hereto, which Options shall be granted to the Directors (and, as to each such Director, shall cover the number of shares of Stock) specified on Exhibit A attached hereto on the Effective Date. Shares issued
pursuant to the exercise of Options shall be issuable only from authorized and unissued shares. 
  
 4.2 Options Granted Under Plan. Shares of Stock with respect to which an Option granted hereunder shall have been exercised shall not again be
available for Option hereunder. If Options granted hereunder shall terminate for any reason without being wholly exercised, then the Stock Option Committee shall have the discretion to grant new Options to Optionees hereunder covering the number of
shares to which such terminated Options related. 
  
 4.3 Stock
Adjustments; Mergers and Combinations. Notwithstanding any other provision in this Plan, if the outstanding shares of Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of
the Bank or of any other corporation by reason of any merger, sale of stock, consolidation, liquidation, recapitalization, reclassification, stock split up, combination of shares, or stock dividend, the total number of shares set forth in Section
4.1 shall be proportionately and appropriately adjusted by the Stock Option Committee. If the Bank continues in existence, the number and kind of shares that are subject to any Option and the Option Price per share shall be proportionately and
appropriately adjusted without any change in the aggregate price to be paid therefor upon exercise of the Option. If the Bank will not remain in existence or a majority of its stock will be purchased or acquired by a single purchaser or group of
purchasers acting together, then the Stock Option Committee may (i) declare that all Options shall terminate 30 days after the Stock Option Committee gives written notice to all Optionees of their immediate right to exercise all Options then
outstanding (without regard to limitations on exercise otherwise contained in the Options), or (ii) notify all Optionees that all Options granted under the Plan shall apply with appropriate adjustments as determined by the Stock Option Committee to
the securities of the successor corporation to which holders of the numbers of shares subject to such Options would have been entitled, or (iii) some combination of aspects of (i) and (ii). The determination by the Stock Option Committee as to the
terms of any of the foregoing adjustments shall be conclusive and binding. 
  
 4.4 Acceleration of Option Exercise. Subject to Section 4.3, upon dissolution or liquidation of the Bank, any merger or combination in which the Bank is not a surviving corporation, or sale of substantially all
of the assets of the Bank is involved, or upon any Change of Control, the Optionee shall have the right to exercise his Option thereafter in whole or in part notwithstanding the provisions of Section 5.3 hereof, to the extent that it shall not have
been exercised. 







 ARTICLE V 
  
 Options 
  
 5.1 Option Grant and Agreement. Each Option granted hereunder shall be evidenced by minutes of a meeting of the Stock Option Committee authorizing
the same and by a written Stock Option Agreement dated as of the date of grant and executed by the Bank and the Optionee, which Stock Option Agreement shall set forth such terms and conditions as may be determined by the Stock Option Committee to be
consistent with the Plan; provided, however, that the Options to be granted to the Directors (and, as to each such Director, to cover the number of shares of Stock) specified on Exhibit A attached hereto shall not be required to be evidenced by
minutes of a meeting of the Stock Option Committee authorizing the same. 
  
 5.2 Option Price. Subject to adjustment pursuant to the provisions of Section 4.3 hereof, the Option Price of each share of Stock subject to Option shall be the greater of Ten and 00/100 Dollars ($10.00) or the
fair market value of the Stock on the date of grant. The Option Price of the Options set forth on Exhibit A shall be Ten Dollars and 00/100 Dollars ($10.00). If the Stock is publicly held and actively traded in an established market on the date of
grant, then the fair market value of the Stock on the date of grant shall be determined by the Board of Directors by any reasonable method using market quotations. If the Stock is not publicly held and actively traded in an established market on the
date of grant, then the fair market value of the Stock on the date of grant shall be determined in good faith by the Board of Directors using any reasonable method (and the book value of such shares may be substituted for the fair market value).
Notwithstanding the foregoing, at no time shall the exercise price be less than the fair market value of the shares on the date the Option is granted or the par value thereof as determined by the Board of Directors. 
  
 5.3 Option Exercise. Options may be exercised in whole or in part from
time to time with respect to whole shares only, within the period permitted for the exercise thereof. Each Option shall become exercisable in the following manner: 
  

	 	(a)	During the first three years after the date of grant of such Option, no portion of the Option shall be exercisable; 

  

	 	(b)	During the fourth year after the date of grant of such Option, such Option shall be exercisable only to the extent of fifty percent (50%) of the shares covered by such Option;


  

	 	(c)	During the fifth year after the date of grant of such Option, such Option shall be exercisable only to the extent of seventy-five percent (75%) of the shares covered by such Option;
and 









	 	(d)	During the sixth and each succeeding year after the date of grant of such Option, such Option shall be exercisable as to all shares covered by such Option. 


 
 Notwithstanding any other provision in this Plan, no option granted under the Plan may be
exercised more than ten (10) years after the date on which it is granted. Options shall be exercised by: (i) written notice of intent to exercise the Option with respect to a specific number of shares of Stock which is delivered by hand delivery or
registered or certified mail, return receipt requested, to the Bank at its principal office; and (ii) payment in full (by a check or money order payable to “Cypress Bank”) to the Bank at such office of the amount of the Option Price for
the number of shares of Stock with respect to which the Option is then being exercised. In addition to and at the time of payment of the Option Price, the Optionee shall pay to the Bank in cash the full amount of all federal, state, and local
withholding or other employment taxes, if any, applicable to the taxable income of the Optionee resulting from such exercise, and any sales, transfer, or similar taxes imposed with respect to the issuance or transfer of shares of Stock in connection
with such exercise. 
  
 5.4 Nontransferability of Option.
No Option shall be transferred by an Optionee otherwise than by will or the laws of descent and distribution. During the lifetime of an Optionee, the Option shall be exercisable only by him or by his legal guardian or personal representative.

  
 5.5 Effect of Death, Disability, Retirement, or Other
Termination of Service. 
  

	 	(a)	If an Optionee’s Service with the Bank shall be terminated for any reason other than the retirement after age sixty-five (65) or the disability (as defined in Section 5.5(c)
hereof) or death of the Optionee, then no Options held by such Optionee, which are unexercised in whole or in part, may be exercised on or after such termination of Service. 

  

	 	(b)	If an Optionee’s Service with the Bank shall be terminated by reason of retirement after age sixty-five (65) or the death or disability (as defined in Section 5.5(c) hereof) of
the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the person or persons to whom an Option granted hereunder shall have been validly transferred by the personal representative or
administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s Options for ninety (90) days after the date of such termination, but only to the
extent that such Options were exercisable at the date of such termination. 

  

	 	(c)	For purposes of this Section 5.5, the terms “disability” and “disabled” shall have the meaning set forth in the principal disability insurance policy or similar
program then maintained by the Bank on behalf of its Directors or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the
social security system of the United States. 









	 	(d)	No transfer of an Option by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Bank unless the Bank shall have been furnished with
written notice thereof and an authenticated copy of the will and/or such other evidence as the Bank may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions of such
Option. 

  
 5.6 Rights as Shareholder. An
Optionee or a transferee of an Option shall have no rights as a shareholder with respect to any shares of Stock subject to such Option prior to the purchase of such shares by exercise of such Option as provided herein. 
  
 5.7 Investment Intent. Upon or prior to the exercise of all or any
portion of an Option, the Optionee shall furnish to the Bank in writing such information or assurances as, in the Bank’s opinion, may be necessary to enable it to comply fully with the Securities Act of 1933, as amended, and the rules and
regulations thereunder and any other applicable statutes, rules, and regulations. Without limiting the foregoing, if a registration statement is not in effect under the Securities Act of 1933, as amended, with respect to the shares of Stock to be
issued upon exercise of an Option, the Bank shall have the right to require, as a condition to the exercise of such Option, that the Optionee represent to the Bank in writing that the shares to be received upon exercise of such Option will be
acquired by the Optionee for investment and not with a view to distribution and that the Optionee agree, in writing, that such shares will not be disposed of except pursuant to an effective registration statement, unless the Bank shall have received
an opinion of counsel reasonably acceptable to it to the effect that such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended. The Bank shall have the right to endorse on certificates representing
shares of Stock issued upon exercise of an Option such legends referring to the foregoing representations and restrictions or any other applicable restrictions on resale or disposition as the Bank, in its discretion, shall deem appropriate.

  
 ARTICLE VI 
  
 Stock Certificates 
  
 The Bank shall not be required to issue or deliver any certificate for shares
of Stock purchased upon the exercise of any Option granted hereunder or of any portion thereof, prior to fulfillment of all of the following conditions: 
  
 (a) The admission of such shares to listing on all stock exchanges on which the Stock is then listed, if any; 
  
 (b) The completion of any registration or other qualification of such shares
under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory agency, which the Bank shall in its sole discretion determine to be necessary or advisable; 








 (c) The obtaining of any approval or other clearance from any federal or state governmental agency which
the Bank shall in its sole discretion determine to be necessary or advisable; and 
  
 (d) The lapse of such reasonable period of time following the exercise of the Option as the Bank from time to time may establish for reasons of administrative convenience. 
  
 ARTICLE VII 
  
 Termination, Amendment, and Modification of Plan 
  
 The Board may at any time terminate, and may at any time and from time to time and in any respect amend or modify, the Plan;
provided, however, that no such action of the Board without approval of the shareholders of the Bank may increase the total number of shares of Stock subject to the Plan except as contemplated in Section 4.3 hereof or alter the class of persons
eligible to receive Options under the Plan, and provided further that no termination, amendment, or modification of the Plan shall without the written consent of the Optionee of such Option adversely affect the rights of the Optionee with respect to
an Option or the unexercised portion thereof. 
  
 Notwithstanding
any other provision of this Plan, the Bank’s primary federal bank regulator shall at any time have the right to direct the Bank to require Optionees to exercise their Options or forfeit their Options if the Bank’s capital falls below the
minimum requirements, as determined by such federal bank regulator. 
  
 ARTICLE VIII 
  
 Miscellaneous 
  
 8.1 Service. Nothing in the Plan or in any Option granted hereunder or
in any Stock Option Agreement relating thereto shall confer upon any Director the right to continue in the Service of the Bank. 
  
 8.2 Other Compensation Plans. The adoption of the Plan shall not affect any other stock option or incentive or other compensation plans in effect
for the Bank, nor shall the Plan preclude the Bank from establishing any other forms of incentive or other compensation for directors of the Bank. 
  
 8.3 Plan Binding on Successors. The Plan shall be binding upon the successors and assigns of the Bank. 
  
 8.4 Singular, Plural; Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the feminine gender. 







 8.5 Applicable Law. This Plan shall be governed by and construed in accordance with the laws of
the State of Florida. 
  
 8.6 Headings, etc., No Part of
Plan. Headings of Articles and Sections hereof are inserted for convenience and reference; they constitute no part of the Plan. 
  
 8.7 Severability. If any provision or provisions of this Plan shall be held to be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 IN WITNESS WHEREOF, the undersigned President and Chief Executive Officer of the Bank has signed this Plan for and on behalf of the Bank. 
  

	
	 /s/ Bruce E. Page


	 Bruce E. Page

	 President and Chief Executive Officer










 EXHIBIT A 
 TO 
 CYPRESS BANK 
 DIRECTORS’ STOCK OPTION PLAN 
  

						
	 Name of Director

	  	 Number of Shares
 Covered by Options
 Granted
 to the Director

	  	Option Price


	 Albert W. Baylor
	  	7,000	  	$	10.00
	 Michael D. Chiumento
	  	7,000	  	$	10.00
	 C. Scott Crews
	  	7,000	  	$	10.00
	 Thomas L. Gibbs
	  	7,000	  	$	10.00
	 Gerald P. Keyes
	  	7,000	  	$	10.00
	 John J. Martin
	  	4,200	  	$	10.00
	 James M. McNab
	  	7,000	  	$	10.00
	 Michael G. Morello, Jr.
	  	7,000	  	$	10.00
	 Edwin E. Prevatte, Jr.
	  	7,000	  	$	10.00
	 William J. Scullion
	  	7,000	  	$	10.00
			
	 Total
	  	67,200	  	 	 
	 	  	
	  	 	 








 ASSUMPTION OF DIRECTORS’ STOCK OPTION PLAN 
  
 THIS ASSUMPTION OF STOCK OPTION PLAN (the “Assumption”) is made as
of the 1st day of June, 2003. 
  
 WITNESSETH THAT: 
  
 WHEREAS, Cypress Bank (the “Bank”) and Cypress Bankshares, Inc. (“Bankshares”) entered into an Agreement and Plan of Share Exchange
(the “Agreement”) pursuant to which the Bank has been reorganized as a wholly-owned subsidiary of Bankshares through a share exchange transaction (the “Share Exchange”); and 
  
 WHEREAS, the Bank has in effect a Directors’ Stock Option Plan (the
“Plan”); and 
  
 WHEREAS, Bankshares and the Bank desire
to set forth in this Assumption the assumption by Bankshares of the Plan and the options issued thereunder (“Options”). 
  
 NOW, THEREFORE, the parties agree as follows: 
  
 1. Adoption of Recitals. The parties confirm that the foregoing recitals are true and accurate as of the date hereof and are reflective of the
intent of the parties. 
  
 2. Assumption of Plan and
Options. Effective June 1, 2003, Bankshares shall assume the Plan and the Options, and the obligations of the Bank in connection with the Plan and said Options, as if an original party thereto. 
  
 3. Additional Instruments. Bankshares and the Bank agree to provide
from time to time any additional documents, agreements, instruments or writings that may be deemed necessary or appropriate by either party to evidence the assumption by Bankshares of the Plan and the Options. 
  
 IN WITNESS WHEREOF, Bankshares and the Bank have caused this Assumption to be
duly executed all as of the date first above written. 
  

							
	 CYPRESS BANKSHARES, INC.
	 	 CYPRESS BANK

				
	 By:
	 	 /s/ Bruce E. Page

	 	 By:
	 	 /s/ Bruce E. Page


	 	 	 Bruce E. Page
	 	 	 	 Bruce E. Page

	 	 	 Chief Executive Officer
	 	 	 	 Chief Executive Officer

				
	 By:
	 	 /s/ James E. Weite, Jr.

	 	 By:
	 	 /s/ James E. Weite, Jr.


	 	 	 James E. Weite, Jr.
	 	 	 	 James E. Weite, Jr.

	 	 	 President
	 	 	 	 President