United Community Bankshares of Florida, Inc. Director Stock Option Plan



 Exhibit 4.3 
 UNITED COMMUNITY BANKSHARES OF FLORIDA, INC. 
 DIRECTOR 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) “Board” or “Board of Directors” shall
mean the board of directors of the Company. 
 (b) “Change of Control” shall mean (i) the acquisition, other than
from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”),
provided, however, that any acquisition by the Company or any of its subsidiaries, or any director benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than
50% of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the
beneficial owners of the Company Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Company Voting Securities shall not constitute a Change
of Control; or (ii) approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the beneficial owners of the Company Voting Securities
immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock
and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation, or a complete
liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company. 
 (c) “Code” shall mean the Internal Revenue Code of 1986, as amended, unless otherwise specifically provided herein. 
 (d) “Company” shall mean United Community Bankshares of Florida, Inc., a Florida corporation, and its successors. 
 (e) “Director” shall mean any individual who is a director of the Company or any of its Subsidiaries. 
 (f) “Option” shall mean an option to purchase Stock granted by the Company pursuant to the provisions of this Plan. 
 (g) “Option Price” shall mean the purchase price of each share of Stock subject to Option, as defined in Section 5.2 hereof. 

(h) “Optionee” shall mean a Director who has received an Option granted by the Company hereunder. 

(i) “Plan” shall mean this United Community Bankshares of Florida, Inc. Director Stock Option Plan. 

(j) “Service” shall mean the tenure of an individual as a Director of the Company or any of its Subsidiaries. 

(k) “Stock” shall mean the common stock of the Company, par value $.01 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 Company or some other corporation, such other stock or securities. 

(l) “Stock Option Agreement” shall mean the agreement between the Company and the Optionee under which the Optionee may
purchase Stock pursuant to the Plan. 
 (m) “Stock Option Committee” shall mean the committee administering the Plan,
pursuant to Article III hereof. 
 (n) “Subsidiary” shall mean any corporation or other entity which qualifies as a
subsidiary of a corporation under the definition of “subsidiary corporation” contained in Section 424(f) of the Code. 







 ARTICLE II 
 The Plan 
 2.1 Name. This plan shall be known as the “United Community
Bankshares of Florida, Inc. Director Stock Option Plan.” 
 2.2 Purpose. The purpose of the Plan is to advance the
interests of the Company and its shareholders by affording to Directors an opportunity to acquire or increase their proprietary interest in the Company by the grant of Options to such Directors under the terms set forth herein. By encouraging such
Directors to become owners of Stock of the Company, the Company seeks to motivate, retain, and attract those highly competent individuals upon whose judgment, initiative, leadership, and continued efforts the success of the Company and its
Subsidiaries in large measure depends. 
 2.3 Effective Date. The Plan shall become effective on December 13, 2002 (which
is the same date the Plan was adopted by the Company’s shareholders and Board of Directors). 
 2.4 Participants. Only
Directors of the Company and its Subsidiaries 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 Board of Directors of the Company or such other committee as the Board may from time to time determine (the “Stock Option
Committee”). 
 3.2 Power of the Stock Option Committee. The Stock Option Committee shall have full authority and
discretion: (a) 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, the times
at which Options shall be granted, and the number of shares of Stock covered by each Option; (b) to determine the Option Price (subject to Section 5.2 hereof) and other terms and provisions of each respective Stock Option Agreement, which
need not be identical; (c) to construe and interpret the Plan; 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 Two Hundred Seventy Five Thousand Three Hundred Eighty (275,380) shares. Shares subject to Options which terminate or expire prior to exercise shall be available for future Options. 

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. Notwithstanding Section 4.1,
in the event 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 Company 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 Board. If
the Company 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


  
 2 








 
therefor upon exercise of the Option. If the Company 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 Board may (i) declare that all Options shall terminate 30 days after the Board 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 Board 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 Board as to the terms of any of the foregoing adjustments shall be conclusive and binding.
Any fractional shares resulting from any of the foregoing adjustments under this section shall be disregarded and eliminated. 

4.4 Change of Control. Upon a Change of Control, all Options granted under the Plan shall become exercisable immediately notwithstanding
the provisions of the respective Option agreements regarding exercisability. 
 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 Company
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. 
 5.2 Option Price. The Option Price of each share of Stock subject to Option shall not be less than the fair market value of the Stock on the date of grant. If the Stock is traded on a national securities
exchange or on the NASDAQ National Market System (“NMS”) at the date of grant, then the fair market value of the Stock on the date of grant shall be equal to the closing price of such Stock as quoted on such exchange or market as of the
trading day immediately preceding the effective date of such grant. If the Stock is not traded on a national securities exchange or the NMS at 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, which shall include consideration of market quotations to the extent available. 
 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. 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 Company at its principal office; and (ii) payment in full to the Company 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. Payment of the Option Price shall be made in cash, certified check, cashier’s check, or personal check (and if made by personal check
the shares of Stock issued upon exercise of the Option shall be held by the Company until the check has cleared); provided, however, that if at the time of exercise of the Option the Stock is traded on a national securities exchange or on the NMS,
all or part of the Option Price may also be paid by delivery to the Company of shares of Stock previously acquired by the Optionee (provided the exercise of such Option through this “cashless” feature is in accordance with applicable
federal and state securities laws), which shall be valued for such purpose at the closing price of such Stock as quoted on such exchange or market as of the trading day immediately preceding the date of exercise. In addition to and at the time of
payment of the Option Price, the Optionee shall, if and to the extent requested by the Company, pay to the Company 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 or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder (a “Qualified Domestic Order”). During the lifetime of an Optionee,
the Option shall be exercisable only by the Optionee or the Optionee’s 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 Company and its Subsidiaries shall be terminated for any reason other than retirement at or after age sixty-five (65) or the disability (as defined in 

  
 3 








 
Section 5.5(d) 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 the effective date of such
termination. 
 (b) If an Optionee’s Service with the Company and its Subsidiaries shall be terminated by
reason of retirement at or after age sixty-five (65), then the Optionee 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; provided, however, that the Stock Option Committee may, but shall not be obligated to, allow such Optionee to exercise within such time any or all of the Options, if any, held by the Optionee which would
not yet otherwise be exercisable. 
 (c) If an Optionee’s Service with the Company and its Subsidiaries
shall be terminated by reason of the death or disability (as defined in Section 5.5(d) hereof) of the Optionee, then the 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; provided, however, that the Stock Option Committee may, but shall not be obligated to,
allow such Optionee to exercise within such time any or all of the Options, if any, held by the Optionee which would not yet otherwise be exercisable. 
 (d) 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 Company on behalf of its employees 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. 
 (e) No transfer of an Option by the Optionee by will, the laws of
descent and distribution, or a Qualified Domestic Order shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will or the Qualified Domestic Order and/or such
other evidence as the Company 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 Company in writing such information or assurances as, in the Company’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 Company shall have the right to require, as a condition to the exercise of such Option, that the Optionee represent to the Company 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 Company 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 Company
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 Company, in its discretion, shall deem appropriate. 
 ARTICLE VI 

Stock Certificates 
 The Company 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: 

  
 4 








 (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 Company 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 Company 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 Company 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 Company 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 outstanding Option or the unexercised portion thereof. 

Notwithstanding any other provision in this Plan, the Company’s primary federal bank regulator shall at any time have the right to
direct the Company to require Optionees to exercise their Options or forfeit their Options if the Company’s capital falls below the minimum requirements, as determined by such federal bank regulator. 

ARTICLE VIII 

Miscellaneous 

8.1 Continued Service Not Presumed. This Plan and any document describing this Plan and the grant of any Option hereunder shall not give
any Optionee or other director a right to continued Service with the Company or its Subsidiaries. 
 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 Company or its Subsidiaries, nor shall the Plan preclude the Company or its Subsidiaries from establishing any other
forms of incentive or other compensation for directors, officers, or employees of the Company or its Subsidiaries. 
 8.3 Plan
Binding on Successors. The Plan shall be binding upon the successors and assigns of the Company. 
 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. 

  
 5 









			
	 UNITED COMMUNITY BANKSHARES
 OF FLORIDA, INC.

		
	By:	 	/s/ David G. Powers
		 	 David G. Powers, President and
 Chief Executive Officer



  
 6