First Bradenton Bank Amended and Restated Stock Option Plan



 Exhibit 10(dd) 
  
 FIRST BRADENTON BANK 
  
 AMENDED AND RESTATED INCENTIVE STOCK OPTION PLAN 
  
 Section 1. Purpose and Scope 
  
 The purposes of this Plan are to encourage stock ownership by key management employees of First Bradenton Bank (herein called the “Bank”) to
provide an incentive for such employees to expand and improve the profits and prosperity of the Bank, and to assist the Bank in attracting and retaining key personnel through the grant of Options to purchase shares of the Bank’s common stock.

  
 Section 2. Definitions 
  
 “Bank” shall mean First Bradenton Bank, a Florida banking
corporation. 
  
 “Board” shall mean the Board of
Directors of the Bank. 
  
 “Code” shall mean the
Internal Revenue Code of 1986, as amended. 
  
 “Option”
shall mean a right to purchase Stock, granted pursuant to the Plan, which options are intended to qualify as incentive stock options within the meaning of §422 of the Code. 
  
 “Option Price” shall mean the purchase price for Stock under an Option, as determined in Section 6 below. 
  
 “Participant” shall mean an employee of the Bank to whom an Option is granted under the plan. 
  
 “Plan” shall mean this First Bradenton Bank Stock Option Plan.

  
 “Stock” shall mean the common stock of the Bank.








 Section 3. Shares Reserved Under Plan 
  
 Subject to the provisions of Section 12 of the Plan, the maximum number of
shares of Stock that may be optioned or sold under the Plan is four (4) shares. Such shares may be treasury, or authorized, but unissued, shares of Stock of the Bank. 
  
 Section 4. Administration 
  
 The Plan shall be administered by the Board. The Board shall make all decisions with respect to participation in the Plan by
employees of the Bank and with respect to the extent of that participation. The interpretation and construction of any provision of the Plan by the Board shall be final. No member of the Board shall be liable for any action or determination made by
him in good faith. The Board may in its discretion at any time delegate its powers to administer the Plan to a Committee consisting of two or more directors, in which event all references to the “Board” throughout this Plan shall be deemed
to refer to such Committee. 
  
 Section 5.
Eligibility 
  
 The Board may grant Options to any key
employee of the Bank other than an employee who owns 10 percent or more of the Bank’s Stock. Options may be awarded by the Board at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants, as the Board shall determine. Options granted at different times need not contain similar provisions. 
  
 Section 6. Option Price 
  
 The purchase price for Stock under each Option shall be the greater of (i) 100 percent of its fair marker value at the time
the Option is granted or (ii) the par value thereof. For this purpose, the fair market value of the Stock shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse. 







 Section 7. Terms and Conditions of Options 
  
 Options granted pursuant to the Plan shall be authorized by the Board and
shall be evidenced by written agreements in the form of Exhibit A hereto or such other form as the Board shall from time to time approve (the “Agreements”). Such agreements shall comply with and be subject to the following terms and
conditions: 
  
 A. Employment Agreement. The Board may, in
its discretion, include in any Option granted under the Plan a condition that the Participant shall agree to remain in the employ of, and to render services to, the Bank or any of its Subsidiaries for a period of time (specified in the agreement)
following the date the Option is granted. No such agreement shall impose upon the Bank any obligation to employ the Participant for any period of time. 
  
 B. Time Method of Payment. The Option Price shall be paid in full in cash at the time an Option is exercised under the Plan. Otherwise, an exercise
of any Option granted under the Plan shall be invalid and of no effect. Promptly after the exercise of an Option and the payment of the full Option Price, the Participant shall be entitled to the issuance of a stock certificate evidencing his
ownership of such of Stock. A Participant shall have none of the rights of a shareholder until shares are issued to him, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock
certificate is issued. 
  
 C. Number of Shares; Limitation.
Each Option shall state the total number of shares of Stock to which it pertains. Options to purchase fractional shares may not be granted. The aggregate fair market value (determined on the date the option is granted) of Stock subject to an Option
granted to any one Participant that can be exercised for the first time in any one calendar year shall not exceed $100,000. Notwithstanding the foregoing, the Agreement may provide that more than $100,000 worth of optioned Stock can first be
exercised within a single calendar year if the 








 
Agreement states that only a percentage of each share of Stock acquired upon exercise of the Option will be treated as having been acquired pursuant to an
incentive stock option within the meaning of §422 of the Code and the remainder of the Stock will be treated as having been acquired pursuant to a non-qualifying stock option. The percentage which shall be treated as having been acquired
pursuant to an incentive stock option shall be determined by the following fraction: 
  

					
	$100,000	 	=	  	Percentage of stock
treated as acquired
pursuant to incentive
stock option
	Fair marketing value of stock first exercisable within one calendar year based on value at date option granted	 	 	  

  
 D. Option Period
and Limitations on Exercise of Options. The Board may, in its discretion, provide that an Option may not be exercised in whole or in part for any period or periods of time specified in the agreement and the exercise may be further conditioned on
such events as the Board may elect to establish and set forth in the agreement. Except as provided in the agreement, an Option may be exercised in whole or in part at any time during its term. No Option may be exercised after the expiration of seven
(7) years from the date it is granted. 
  
 Section 8. Termination of Employment; Retirement; Permanent Disability 
  
 Except as provided in Section 9 below, if a Participant ceases to be employed by the Bank, his Options shall terminate immediately; provided, however, that if a Participant’s cessation of employment
with the Bank is due to retirement or permanent disability (as each is determined by the Board), the Participant may, at any time within three months after such cessation of employment, exercise his Options to the extent that he was entitled to
exercise them on the date of cessation of employment, but in no event shall any Option be exercisable more than seven (7) years from the date it was granted. The Board may cancel an Option during the three-month period referred to in this paragraph
if the Participant engages in employment or activities contrary, in the opinion of the Board, to the best interests of the Bank. The Board shall determine in each case whether a 








 
termination of employment shall be considered a retirement with the consent of the Bank, and, subject to applicable law, whether a leave of absence shall
constitute a termination of employment. Any such determination of the Board shall be final and conclusive. 
  
 Section 9. Rights in Event of Death 
  
 If a Participant dies while employed by the Bank, or within three months after having retired with the consent of the Bank, and without having fully
exercised his Options, the personal representative or administrator of his estate shall have the right to exercise such Options; provided, however, that in the event of the death of the Participant in no event shall the Options be
exercisable more than one (1) year after the Participant’s death or more than seven (7) years from the date they were granted. 
  
 Section 10. No Obligations to Exercise Option 
  
 The granting of an Option shall impose no obligation upon the Participant to exercise such Option. 
  
 Section 11. Nonassignability 
  
 Options shall not be transferable other than by will or by the laws of
descent and distribution, and during a Participant’s lifetime shall be exercisable only by such Participant or in the event of his legal incapacity, his duly authorized representative. 
  
 Section 12. Effect of Change in Stock Subject to the
Plan 
  
 The aggregate number of shares of Stock available
for Options under the Plan, the shares subject to any Option, and the price per share shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Stock subsequent to the effective date of the Plan resulting
from (1) a subdivision or consolidation of shares or any other capital adjustment, (2) the payment of a stock dividend, or (3) other increase or decrease in such shares effected without receipt 








 
of consideration by the Bank. If the Bank shall be the surviving institution in any merger or consolidation, any Option shall pertain, apply, and relate to
the securities to which a holder of the number of shares of Stock subject to the Option would have been entitled after the merger or consolidation. Upon dissolution or liquidation of the Bank, or upon a merger or consolidation in which the Bank is
not the surviving institution, all Options outstanding under the Plan shall terminate; provided, however, that each Participant (and each other person entitled under Section 9 to exercise an Option) shall have the right, immediately
prior to such dissolution or liquidation, or such merger or consolidation, to exercise such Participant’s Options in whole or in part, but only to the extent that such Options are otherwise exercisable under the terms of the Plan. 

 
 Section 13. Amendment and Termination 

 
 The Board, by resolution, may terminate, amend, or revise the Plan with
respect to any shares as to which Options have not been granted. The Board may not, without the consent of the holder of an Option, alter or impair any Option previously granted under the Plan, except as authorized herein. Unless sooner terminated,
the Plan shall remain in effect for a period of seven (7) years from the date of the Plan’s adoption by the Board. Termination of the Plan shall not affect any Option previously granted. 
  
 Section 14. Transfer Restriction; Representation of
Employees 
  
 As a condition to the exercise of any portion
of an Option, the Bank may require the person exercising such option to agree not to sell, pledge or otherwise transfer any or all shares of Stock acquired at exercise for up to two (2) years and/or to represent and warrant at the time of such
exercise that any shares of Stock acquired at exercise are being acquired only for investment and without any intention to sell or distribute such shares, if, in the opinion of counsel for the Bank, such a representation is required under the
Securities Act of 1933 or any other applicable law, regulation, 








 
or rule of any governmental agency. Certificates representing shares of Stock acquired at exercise may, in the discretion of the Board, bear a restrictive
legend indicating that the sale or other transfer of such Stock is restricted. The content of such legend shall be determined by the Board at the time of exercise. 
  
 Section 15. Reservation of Shares of Stock 
  
 The Bank, during the term of this Plan, will at all times reserve and keep
available, and will seek or obtain from any regulatory body having jurisdiction any requisite authority necessary to issue and to sell, the number of shares of Stock that shall be sufficient to satisfy the requirements of this Plan. The inability of
the Bank to obtain from any regulatory body having jurisdiction the authority deemed necessary by counsel for the Bank for the lawful issuance and sale of its Stock hereunder shall relieve the Bank of any liability in respect of the failure to issue
or sell Stock as to which the requisite authority has not been obtained. 
  
 Section 16. General Restriction 
  
 Each grant of an Option under the Plan shall be subject to the requirement that, if at any time the Board shall determined that (i) the listing, registration or qualification of the shares of Stock subject or related thereto upon any
securities exchange or under any state or Federal law, or (ii) the consent or approval of any government regulatory body, or (iii) an agreement by the grantee of an option with respect to the disposition of shares of Stock, is necessary or desirable
as a condition of, or in connection with, the grant or the issue or purchase of shares of Stock thereunder, such grant may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the Committee. 







 Section 17. Withholding Taxes 
  
 Whenever the Bank proposes or is required to issue or transfer shares of
Stock under the Plan, the Bank shall have the right to require the grantee to remit to the Bank an amount sufficient to satisfy any Federal, state and/or local withholding tax requirements prior to the delivery of any certificate or certificates for
such shares. Alternatively, the Bank may issue or transfer such shares of Stock net of the number of shares sufficient to satisfy the withholding tax requirements. For withholding tax purposes, the shares of Stock shall be valued on the dare the
withholding obligation is incurred. 
  
 Section
18. Non-Uniform Determination 
  
 The Board’s
determinations under the Plan (including without limitation determinations of the persons to receive grants, the form, amount and timing of such grants, the terms and provisions of such grants and the agreements evidencing same) need not be uniform
and may be made by it selectively among persons who receive, or are eligible to receive, grants under the Plan, whether or not such persons are similarly situated. 
  
 Section 19. Effective Date of Plan 
  
 The Plan shall be effective from the date that the Plan is approved by the Board and the holders of a majority of the
Bank’s Stock. However, Options may be granted under the Plan following its adoption by the Board and prior to approval of the Plan by the holders of a majority of the Bank’s Stock provided such grant is expressly subject to stockholder
approval of the Plan within 12 months following its adoption by the Board. 







 Exhibit A to Plan 
  
 FIRST BRADENTON BANK 
  
 FORM OF STOCK OPTION AGREEMENT 
  
 Section 1. Grant. A STOCK OPTION (the “Option”) for a total of          share(s) of Common
Stock of First Bradenton Bank, a federal savings bank (herein the “Bank”) is hereby granted to
                                 (herein the “Optionee”), subject in all
respects to the terms and provisions of the First Bradenton Bank Incentive Stock Option Plan (herein the “Plan”), adopted November     , 1998, a copy of which is attached hereto and which is incorporated herein
by reference [and to stockholder approval of the Plan as provided in Section 19 thereof]. 
  
 Section 2. Price. The Option exercise price as determined by the Board of Directors of the Bank is
$                     per share, which is its fair market value as of the date hereof. 
  
 Section 3. Exercise; Expiration Date. Subject to the terms of this
Agreement and the Plan, this Option shall be exercisable only from and after five (5) years from the date hereof. This Option shall terminate and expire on the seventh (7th) anniversary hereof. Notwithstanding the foregoing, this Option shall be
exercisable at any time commencing from and after the 10th day immediately prior to the occurrence of a Change of Control of the Bank. As used herein, “Change of Control” shall mean (a) the acquisition of the Bank by any individual, entity
or group by means of a merger, purchase of assets or other form of acquisitive reorganization or (b) the acquisition by any individual, entity or group, other than the currently existing shareholders, of beneficial ownership of 50 percent or more of
either (i) the then outstanding Common Stock of the Bank or (ii) the combined voting power of the outstanding voting securities of the Bank entitled to vote generally in the election of directors. 







 Section 4. Restrictions. 
  
 A. This Option may not be exercised if the issuance of shares of Common Stock of the Bank upon such exercise would
constitute a violation of any applicable Federal or State securities or other law or valid regulation. 
  
 B. The Optionee, as a condition to his exercise of this Option, shall represent to the Bank that the shares of Common Stock of the Bank that he acquires
under this Option are being acquired by him for investment and not with a present view to distribution or resale, unless counsel for the Bank is then of the opinion that such a representation is not required under the Securities Act of 1933 or any
other applicable law, regulation, or rule of any governmental agency. 
  
 C. Shares of Common Stock of the Bank acquired under this Option may not be pledged, sold or otherwise transferred (except by will or the laws of descent and distribution upon death) for two years following the date of issuance
without the prior written consent of the Bank. 
  
 Section 5.
Option Non-Transferable; Exception. This Option may not be transferred in any manner otherwise than by will or the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by him or by his legal or by his
legal or personal representative upon his incapacity or death as provided in the Plan. The terms of this Option shall be binding upon the executors, administrators, heirs, successors, and permitted assigns of the Optionee. 
  
 Section 6. Terms of Plan. This option may be exercised during its term
only in accordance with the terms of the Plan. 







 Dated: 
  

			
	 FIRST BRADENTON BANK

		
	 By:
	 	 
	 Name:
	 	 George T. Smith

	 Title:
	 	 Chairman of the Board



  
 The Optionee
accepts the grant of the Option described herein and acknowledges that he is familiar with the terms and provisions of the Plan. The Optionee hereby accepts this Option subject to all the terms and provisions of the Plan. 
  
 Dated: 
  

	
	
	 
	 OPTIONEE