Exhibit 4.6


 





MARQUIS BANCORP, INC.


2017 STOCK OPTION PLAN


 


		1.	Purpose.
                                         The purpose of this Marquis Bancorp, Inc. 2017 Stock Option Plan (this “Plan”)
                                         is to advance the interests of Marquis Bancorp, Inc., a Florida corporation (the “Company”),
                                         and its wholly-owned subsidiary, Marquis Bank, a Florida state-chartered bank (the “Bank”),
                                         by providing an additional incentive to attract and retain qualified and competent persons
                                         who provide management services and upon whose efforts and judgment the success of the
                                         Company and the Bank is largely dependent, through the encouragement of stock ownership
                                         in the Company by such persons.



 


		2.	Definitions.
                                         For purposes of this Plan, the following terms shall be defined as set forth below, in
                                         addition to such terms defined in Section 1 hereof and elsewhere herein.



 


		a.	“Board” shall mean the Board of Directors
of the Company.



 


		b.	“Committee” shall mean the Board, or if the
Board shall so determine, a committee of the Board.



 


		c.	“Common Stock” shall mean the Company’s
Common Stock, par value $5.00 per share.



 


		d.	“Director” shall mean a member of the Board
or the Board of Directors of the Bank.



 


		e.	“Eligible Employees” shall mean all full-time
employees of the Company or the Bank.



 


		f.	“Eligible Person” shall mean each Director
or Eligible Employee.



 


		g.	“Fair Market Value” of a Share on any date
of reference shall be the fair market value of a share, as determined by the Board in accordance with generally accepted valuation
methods.



 


		h.	“Incentive Stock Option” shall mean an incentive
stock option as defined in Section 422 of the Internal Revenue Code.



 


		i.	“Internal Revenue Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.



 


		j.	“Non-Qualified Stock Option” shall mean an
Option which is not an Incentive Stock Option.



 


		k.	“Option” (when capitalized) shall mean any
Incentive Stock Option or Non- Qualified Stock Option granted under this Plan.



 


		l.	“Optionee” shall mean a Director or Eligible
Employee to whom an Option is granted under this Plan.



 


		m.	“Share(s)” shall mean a share or shares of
Common Stock.



 


		3.	Administration
                                         of the Plan. This Plan shall be administered by the Committee. The Committee,
                                         from time to time, may adopt rules and regulations for carrying out the purposes of this
                                         Plan. The Committee shall have full and final authority, subject to and consistent with
                                         the provisions of this Plan, to select Eligible Persons to become Optionees, grant Options,
                                         determine the type, number and other terms and conditions of, and all other matters relating
                                         to, Options, prescribe option agreements (which need not be identical for each Optionee
                                         or Option) and rules and regulations for the administration of this Plan, construe and
                                         interpret this Plan and option agreements and correct defects, supply omissions or reconcile
                                         inconsistencies therein, and to make all other decisions and determinations as the Committee
                                         may deem necessary or advisable for the administration of this Plan. In exercising any
                                         discretion granted to the Committee under this Plan or pursuant to any option agreement,
                                         the Committee shall not be required to follow past practices, act in a manner consistent
                                         with past practices, or treat any Eligible Person or Optionee in a manner consistent
                                         with the treatment of other Eligible Persons or Optionees. The Committee’s determinations
                                         and its interpretation and construction of any provision of this Plan shall be final
                                         and conclusive.



 






     


     


    

 


		4.	Shares and
                                         Options. The maximum number of Shares which may be issued under this Plan pursuant
                                         to the exercise of both Incentive Stock Options and Non-Qualified Stock Options granted
                                         under this Plan is Five Hundred Thousand (500,000) Shares. If any Option granted under
                                         this Plan shall terminate, expire, or be canceled or surrendered as to any Shares, new
                                         Options may thereafter be granted covering such shares. Notwithstanding the foregoing
                                         or any provision herein, for purposes of satisfying the requirements set forth in Treas.
                                         Reg. Section 1.27(e)(2)(vi), the maximum number of shares that may be granted under one
                                         or more Option(s) to any one person in a calendar year is 50,000. An Option granted hereunder
                                         shall be either an Incentive Stock Option or a Non-Qualified Stock Option as determined
                                         by the Committee at the time of grant of such Option and set forth in the option agreement.



 


		5.	Dollar Limitation.
                                         Options otherwise qualifying as Incentive Stock Options hereunder will not be treated
                                         as Incentive Stock Options to the extent that the aggregate fair market value (determined
                                         at the time the Option is granted) of the Shares, with respect to which Options meeting
                                         the requirements of Internal Revenue Code Section 422(b) are exercisable for the first
                                         time by any Optionee during any calendar year (under all option plans of the Company)
                                         exceeds $100,000.



 


		6.	Conditions
                                         for Grant of Options.



 


		a.	Each Option shall be evidenced by an option agreement
that may contain any term deemed necessary or desirable by the Committee, provided such terms are not inconsistent with this Plan
or any applicable law. Optionees shall be those persons selected by the Committee from the class of Eligible Persons; provided,
however, that no Incentive Stock Option shall be granted to a Director who is not also an employee of the Company or the Bank.



 


		b.	In granting Options, the Committee shall take into consideration
the contribution the Eligible Person has made to the success of the Company or the Bank and such other factors as the Committee
shall determine. The Committee shall also have the authority to consult with and receive recommendations from officers and other
personnel of the Company or the Bank with regard to these matters. The Committee may from time to time in granting Options under
this Plan prescribe such terms and conditions concerning such Options as it deems appropriate, including, without limitation,
providing that the Option accrues or becomes exercisable in installments over a period of years, or upon the attainment of stated
goals or both, provided that such terms and conditions are not inconsistent with the provisions of this Plan.



 


		d.	The Options granted to employees under this Plan shall
be in addition to regular salaries, pension, life insurance and other benefits, if any, related to their employment with the Company
and/or the Bank. Neither this Plan nor any Option granted under this Plan shall confer upon any person any right to employment
or continued employment.



 


		7.	Option Price.
                                         The option price per Share of any Option shall be not less than the greater of the Fair
                                         Market Value of the Shares underlying such Option as of the date the Option is granted
                                         or the par value of the Shares underlying such Option.



 


		8.	Exercise
                                         of Options. An Option shall be deemed exercised when (i) the Company has received
                                         written notice of such exercise in accordance with the terms of the Option, (ii) full
                                         payment of the aggregate option price of the Shares as to which the Option is exercised
                                         has been made in collected funds, and (iii) arrangements that are satisfactory to the
                                         Committee in its sole discretion have been made for the Optionee’s payment to the
                                         Company of the amount that is necessary for the Company to withhold in accordance with
                                         applicable Federal or state tax withholding requirements. Unless further limited by the
                                         Committee in the option agreement for any Option, the Option price of any Shares purchased
                                         shall be paid in cash, by certified or official bank check, by money order, or by a combination
                                         of the above; provided further, however, that the Committee in its sole discretion may
                                         accept a personal check in full or partial payment of any Shares. No Optionee shall be
                                         deemed to be a holder of any Shares subject to an Option unless and until a stock certificate
                                         or certificates for such Shares are issued to such person(s) under the terms of this
                                         Plan. No adjustment shall be made for dividends (ordinary or extraordinary, whether in
                                         cash, securities or other property) or distributions or other rights for which the record
                                         date is prior to the date such stock certificate is issued, except as expressly provided
                                         in Section 11 hereof.



 






     


     


    

 


		9.	Exercisability
                                         of Options. Any Option shall become exercisable in such amounts, at such intervals
                                         and upon such terms as the Committee shall provide in the option agreement for such Option,
                                         except as otherwise provided in this Section 9.



 


		a.	The expiration date of an Option shall be five (5) years
from the grant date, unless otherwise determined by the Committee in writing at the time of grant; provided, however, that in
no event shall an Option be exercisable after the expiration of ten (10) years from the date of grant of the Option.



 


		b.	An Option shall become exercisable in substantially equal
percentages over a minimum of three (3) years. Unless otherwise provided in the option agreement for any Option, each outstanding
Option shall become immediately exercisable in full upon the Optionee’s (i) death or (ii) mental or physical disability
(within the meaning of Internal Revenue Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee, in
each case, if the only unsatisfied condition precedent to the exercisability of such Option at such date of death was the passage
of a specified period of time.



 


		c.	No Option may be exercised after the Optionee’s
employment with the Bank and the Company is terminated (or in the case of a non-employee Director, the date on which the Optionee
ceases to be a Director of the Company and the Bank), unless the Optionee was entitled to exercise such Option at the date of
such termination, and then only for such period of time as shall be permitted pursuant to Section 10.



 


		10.	Termination
                                         of Option Period.



 


		a.	The unexercised portion of any Option shall automatically
and without notice terminate and become null and void upon the earliest to occur of the following:



 


		i.	Thirty (30) days after the date on which the Optionee’s
employment with the Company and the Bank is terminated (or, in the case of a non-employee Director, sixty (60) days after the
date on which the Optionee ceases to be a Director of the Company and the Bank), for any reason other than by reason of:



 


		A.	“Cause,” which, solely for purposes of this
Plan, shall mean the termination of the Optionee’s employment (or, in the case of non-employee Director, the removal of
the Optionee as a Director) by reason of any act or any failure to act by the Optionee that constitutes (1) misfeasance or malfeasance
in connection with the performance by the Optionee of his or her duties and responsibilities as an employee or Director, as applicable;
(2) fraud, embezzlement or breach of trust; (3) any criminal act other than minor traffic infractions; or (4) the willful or knowing
refusal by the Optionee to perform substantially all or any portion of his or her duties and responsibilities as an employee or
Director, as applicable;



 


		B.	a mental or physical disability (within the meaning of
Internal Revenue Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee; or



 


		C.	death;



 


		ii	Immediately upon the termination of the Optionee’s
employment with the Company and the Bank (or in the case of a non-employee Director, immediately upon the removal of the Optionee
as a Director of the Company and the Bank) for Cause;



 




     


     


    

 


		iii.	Nine (9) months after the date on which the Optionee’s
employment with the Company and the Bank is terminated (or in the case of a non-employee Director, nine (9) months after the date
the Optionee ceases to be a Director of the Company and the Bank) by reason of a mental or physical disability (within the meaning
of Internal Revenue Code Section 22(e)) as determined by a medical doctor satisfactory to the Committee;



 


		iv.	Twelve (12) months after the Optionee’s death;
or



 


		v.	The expiration of such Option as set forth in the option
agreement.



 


		b.	The Committee in its sole discretion may by giving written
notice (“Cancellation Notice”) cancel, effective upon the date of the consummation of any corporate transaction described
in Subsections 11(b)(i), (ii) or (iii) hereof, any Option that remains unexercised on such date. Such Cancellation Notice shall
be given a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after approval
of such corporate transaction.



 


		11.	Adjustment
                                         of Shares.



 


		a.	If at any time while this Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares by reason of a
stock dividend, stock split, recapitalization, division, subdivision, combination or exchange of Shares or other similar event
affecting the Shares, then and in such event;



 


		i.	appropriate adjustment shall be made in the maximum number
of Shares available for grant under this Plan in order to maintain the same percentage of the Company’s issued and outstanding
Shares which are available for grant under this Plan; and



 


		ii.	appropriate adjustment shall be made in the number of
Shares and the option price per Share thereof then subject to any outstanding Option to prevent any enlargement or dilution of
the Optionee’s rights with respect to the Option.



 


		b.	Subject to the specific terms of any Option, the Committee
may change the terms of Options outstanding under this Plan, with respect to the option price or the number of Shares subject
to the Options, or both, when, in the Committee’s sole discretion, such adjustments become appropriate by reason of any
of the following transactions:



 


		i.	if there occurs any transaction (which shall include
a series of transactions occurring within sixty (60) days or occurring pursuant to a plan), that has the result that shareholders
of the Company immediately before such transaction cease to own at least fifty-one percent (51%) of the voting securities of the
Company or of the surviving entity in a reorganization, consolidation, merger, liquidation or any other form of corporate transaction
involving the Company;



 


		ii.	if the shareholders of the Company shall approve a plan
of merger, consolidation, reorganization, liquidation or dissolution in which the Company does not survive (unless the approved
merger, consolidation, reorganization, liquidation or dissolution is subsequently abandoned or terminated without consummation);
or



 


		iii	if the shareholders of the Company shall approve a plan
for the sale, lease, exchange or other disposition of all or substantially all the property and assets of the Company (unless
such plan is subsequently abandoned or terminated without consummation).



 


		c.	Except as otherwise expressly provided herein, the issuance
by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class,
either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by
reason thereof shall be made with respect to the number of or option price of Shares then subject to outstanding Options granted
under this Plan.



 






     


     


    

 


		d.	Without limiting the generality of the foregoing, the
existence of outstanding Options granted under this Plan shall not affect in any manner the right or power of the Company to make,
authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s
structure or its business; (ii) any merger or consolidation of the Company; (iii) any issuance by the Company of debt securities,
or preferred or preference stock and that would rank above the Shares subject to outstanding Options; (iv) the dissolution or
liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company;
or (vi) any other corporate act or proceeding, whether of a similar character or otherwise and whether relating to the Company
or the Bank.



 


		12.	Transferability
                                         of Options. Each Option shall provide that such Option shall not be transferable
                                         by the Optionee otherwise than by will or the laws of descent and distribution, and each
                                         Option shall be exercisable during the Optionee’s lifetime only by the Optionee
                                         or his or her guardian or legal representative or upon the Optionee’s death by
                                         his or her estate or heirs.



 


		13.	Issuance
                                         of Shares. As a condition of any sale or issuance of shares upon exercise of
                                         any Option, the Committee may require such agreements or undertakings, if any, as the
                                         Committee may deem necessary or advisable to assure compliance with any applicable law,
                                         regulation or agreement, including, but not limited to, the following: (i) a representation
                                         and warranty by the Optionee to the Company, at the time any Option is exercised, that
                                         he is acquiring the Shares to be issued to him for investment and not with a view to,
                                         or for sale in connection with, the distribution of any such Shares; and (ii) a representation,
                                         warranty and/or agreement to be bound by any legends that are, in the opinion of the
                                         Committee, necessary or appropriate to comply with the provisions of any securities law
                                         deemed by the Committee to be applicable to the issuance of the Shares and are endorsed
                                         upon the Share certificates.



 


		14.	Options
                                         for 10% Shareholders. Notwithstanding any other provisions of this Plan to the
                                         contrary, an Incentive Stock Option shall not be granted to any Eligible Person owning
                                         directly or indirectly (through attribution under Section 424(d) of the Internal Revenue
                                         Code) at the date of grant, stock possessing more than 10% of the total combined voting
                                         power of all classes of stock of the Company (or of its parent or subsidiary (as defined
                                         in Section 424 of the Internal Revenue Code) at the date of grant) unless the option
                                         price of such Option is at least 110% of the Fair Market Value of the Shares subject
                                         to such Option on the date the Option is granted, and such Option by its terms is not
                                         exercisable after the expiration of five years from the date such Option is granted.



 


		15.	Interpretation.



 


		a.	This Plan shall be administered and interpreted so that
all Incentive Stock Options granted under this Plan will qualify as Incentive Stock Options under Section 422 of the Internal
Revenue Code. If any provision of this Plan should be held invalid for the granting of Incentive Stock Options or illegal for
any reason, such determination shall not affect the remaining provisions hereof, but instead this Plan shall be construed and
enforced as if such provision had never been included in this Plan, or such provision shall be amended so as to qualify all Incentive
Stock Options granted hereunder as Incentive Stock Options under Section 422 of the Internal Revenue Code.



 


		b.	This Plan shall be governed by the laws of the State
of Florida.



 


		c.	Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan.



 


		d.	Any reference to the masculine or feminine gender shall
be a reference to such other gender, or neuter, as is appropriate.



 




     


     


    

 


		16.	Amendment
                                         and Discontinuation of the Plan. The Committee may from time to time amend this
                                         Plan or any Option; provided, however, that, except to the extent provided in Section
                                         11, no such amendment may, without approval by the shareholders of the Bank, (a) materially
                                         increase the benefits accruing to participants under this Plan, (b) increase the number
                                         of Shares which may be issued under this Plan, or (c) materially modify the requirements
                                         as to eligibility for participation in this Plan; and provided further, that except to
                                         the extent provided in Section 10 or Section 18 hereof, no amendment or suspension of
                                         this Plan or any Option issued hereunder shall substantially adversely impair any Option
                                         previously granted to any Optionee and then outstanding without the consent of such Optionee.



 


		17.	Effective
                                         Date and Termination Date. The effective date of this Plan is April 20, 2017,
                                         subject to the approval by the shareholders of the Company at the Annual Meeting of Shareholders
                                         of the Company to be held on such date. This Plan shall terminate on the tenth anniversary
                                         of the Effective Date or the earlier termination of this Plan by the Board. Options outstanding
                                         upon termination or expiration of this Plan shall remain in effect until they have been
                                         exercised or terminated, or have expired.



 


		18.	Internal
                                         Revenue Code Section 409A.



 


		a.	It is intended that the Options awarded pursuant to this
Plan be exempt from Section 409A of the Internal Revenue Code (“Section 409A”). Accordingly, except as otherwise permitted
without causing an Option to become subject to Section 409A: (i) the option prices for Options granted pursuant to this Plan shall
never be less than the Fair Market Value of a Share on the date of grant; (ii) the number of shares subject to the Option shall
be fixed on the original date of grant, and (iii) the option agreements for each Option shall not include any feature for the
deferral of compensation other than the deferral of recognition of income until the exercise of the Option. The provisions of
this Agreement and the respective option agreements shall be interpreted in a manner consistent with the foregoing intention.
In the event that either the Company or the Optionee believes, at any time, that any Option is subject to Section 409A, then the
Committee may (acting alone and without any required consent of the Optionee) amend the Plan and/or the option agreement for that
Option in such manner as the Committee deems necessary or appropriate to be exempt from or otherwise comply with the requirements
of Section 409A (including, without limitation, amending the option agreement to increase the option price to such amount as may
be required in order for the Option to be exempt from Section 409A).



 


		b.	Notwithstanding the foregoing, the Company does not make
any representation to the Optionee that the Options awarded pursuant to this Plan are exempt from, or satisfy, the requirements
of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless the Optionee or any
beneficiary of any Optionee for any tax, additional tax, interest or penalties that the Optionee or any such beneficiary may incur
in the event that any provision of this Plan or any option agreement, or any amendment or modification thereof or any other action
taken with respect thereto, is deemed to violate any of the requirements of Section 409A.