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Exhibit 10.2    
    


 
  LYDIAN TRUST COMPANY
  
    2003 EQUITY INCENTIVE PLAN    
    


(as amended to reflect a two-for-one stock split effective December 15, 2003)  



SECTION
1.    Purpose.    The purposes of the Lydian Trust Company 2003 Equity Incentive Plan are to promote the interests of Lydian
Trust Company and its stockholders by (i) attracting and retaining exceptional directors, executive personnel and other key employees of the Company and its Affiliates; (ii) motivating
such directors, executive personnel and employees by means of performance-related incentives to achieve long-range performance goals; and (iii) enabling such directors, executive
personnel and employees to participate in the long-term growth and financial success of the Company. 


SECTION
2.    Definitions.    As used in the Plan, the following terms shall have the meanings set forth below: 



        "Affiliate"
shall mean (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest,
in either case as determined by the Committee. 


        "Award"
shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Other Stock-Based Award or Performance Award. 


        "Award
Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a Participant. 


        "Board"
shall mean the Board of Directors of the Company. 


        "Change
in Control" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Exchange Act or any successor thereto, provided that, without limiting the foregoing, a change in control also shall mean the occurrence of any of the following events: 



        (i)    any
"person" (as defined in Section 3(a)(9) of the Exchange Act) or "group" of persons (as provided under Rule 13d-3 under the Exchange Act) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 or otherwise under the Exchange Act), directly or indirectly (including as provided in
Rule 13d-3(d)(1) under the Exchange Act), of capital stock of the Company the holders of which are entitled to vote for the election of directors ("voting stock") representing that
percentage of the Company's then outstanding voting stock (giving effect to the deemed ownership of securities by such person or group, as provided in Rule 13d-3(d)(1) the Exchange
Act, but not giving effect to any such deemed ownership of securities by another person or group) equal to or greater than twenty-five percent (25%) of all such voting stock; 


        (ii)   during
any period of twenty four consecutive months, individuals who at the beginning of such period constituted the Board (including for this purpose any new director
whose election or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board (excluding any Board seat that is vacant or otherwise unoccupied); and 


        (iii)  there
shall be consummated any consolidation, merger, stock for stock exchange or similar transaction (collectively, "Merger Transactions") involving securities of the
Company in which holders of voting stock of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting stock of the Company (or, if the Company
does not survive the Merger Transaction, voting securities of the corporation surviving such transaction) having less than 50% of the total voting power in an election of directors of the Company (or
such other surviving corporation). 




        "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time. 





 

        "Committee"
shall mean the Compensation Committee of the Board, which shall be composed of not less than the minimum number of persons from time to time required by
(i) Rule 16b-3, each of whom, to the extent necessary to comply with Rule 16b-3, shall be a "non-employee director" within the meaning of
Rule 16b-3, as from time to time amended, and (ii) applicable listing or quotation requirements relating to the Shares, each of whom, to the extent necessary to comply with
such requirements, shall be "independent" directors within the meaning of such requirements, provided that, with respect to any Covered Employee, "Committee" shall mean a Compensation Subcommittee of
the Compensation Committee of the Board, which shall consist of two or more members of the Board appointed by the Board who qualify as outside directors for purposes of Section 162(m) of the
Code. Any reference in the Plan to the "Committee" shall be understood to refer to the Compensation Committee or its Compensation Subcommittee, whichever has administrative authority with respect to
the matter. 


        "Company"
shall mean Lydian Trust Company and any successor thereto. 


        "Covered
Employee" shall mean any Employee who is a covered employee as defined in Section 162(m)(3) of the Code and the regulations thereunder, or any successor section and
regulations thereunder. 



        "Director"
shall mean any Director of the Company or of any Affiliate. 


        "Employee"
shall mean an employee of the Company or of any Affiliate. 


        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" shall mean the fair market value of the property or other item being valued, as determined by the Committee in its sole discretion, provided that, unless otherwise
determined by the Committee in order to satisfy the requirements relating to Incentive Stock Options under applicable laws and regulations, the "Fair Market Value" of a Share shall be (i) if
the Shares are listed or admitted to trading on any securities exchange or national market system in the United States, the closing price, regular way, on such day on the principal securities exchange
or national market system in the United States on which Shares are traded, (ii) if the Shares are not then listed or admitted to trading on any such day, or if no sale takes place on such day,
the average of the closing bid and asked prices in the United States on such day, as reported by a reputable quotation source designated by the Committee,
(iii) if the Shares are not then listed or admitted to trading on any such securities exchange or national market system and no such reported sale price or bid and asked prices are available,
the average of the reported high bid and low asked prices in the United States on such day, as reported in The Wall Street Journal (Eastern edition) or
other newspaper designated by the Committee, and (iv) in the absence of any market for the Shares, as determined in good faith by the Committee. 


        "Incentive
Stock Option" shall mean a right to purchase Shares from the Company at a fixed price for a specified period that is granted under Section 6 of the Plan and that is
intended to meet the requirements of Section 422 of the Code or any successor provisions thereto. 


        "Nonqualified
Stock Option" shall mean a right to purchase Shares from the Company at a fixed price for a specified period that is granted under Section 6 of the Plan and that is
not intended to be an Incentive Stock Option. 


        "Option"
shall mean an Incentive Stock Option or a Nonqualified Stock Option. 


        "Other
Stock-Based Award" shall mean any right granted under Section 9 of the Plan. 


        "Participant"
shall mean any Director or Employee selected by the Committee to receive an Award under the Plan. 


        "Performance
Award" shall mean any Award granted under Section 10 of the Plan. 


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        "Performance
Goal" shall have the meaning set forth in Section 10(d). 


        "Performance
Period" shall mean, with respect to any Performance Award, the period specified by the Committee, including, but not limited to, the calendar year or any part thereof and
periods of more than one consecutive calendar year. 


        "Performance
Targets" shall mean the specific measures which must be satisfied in connection with any Performance Goal. 



        "Person"
shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other
entity. 


        "Plan"
shall mean this Lydian Trust Company 2003 Equity Incentive Plan, as may be amended from time to time in accordance with its terms. 


        "QDRO"
shall mean a domestic relations order meeting such requirements as the Committee shall determine, in its sole discretion. 


        "Restricted
Stock Award" shall mean any Award granted under Section 8 of the Plan. 



        "Restricted
Stock" shall mean any Share granted under Section 8 of the Plan that is subject to a substantial risk of forfeiture due to a restriction based on continued employment
or the occurrence of other events as determined by the Committee in its sole discretion and as specified in the Applicable Award Agreement. 


        "Restricted
Stock Unit" shall mean any unit granted under Section 8 of the Plan that is subject to a substantial risk of forfeiture due to a restriction based on continued
employment or the occurrence of other events as determined by the Committee in its sole discretion, which may be settled either (i) by the delivery of one Share for each Restricted Stock Unit
or (ii) in cash in an amount equal to the Fair Market Value of one Share for each Restricted Stock Unit, all as specified in the applicable Award Agreement. The Award of a Restricted Stock Unit
represents the mere promise of the Company to deliver a Share or the appropriate amount of cash, as applicable, upon removal of the applicable restriction (or such later date as may be provided in the
Award Agreement) in accordance with and subject to the terms and conditions of the applicable Award Agreement, and is not intended to constitute a transfer of "property" within the meaning of
Section 83 of the Code. 


        "Rule 16b-3"
shall mean Rule 16b-3 as promulgated and interpreted by the SEC under the Exchange Act, or any successor rule or regulation thereto as
in effect from time to time. 


        "SEC"
shall mean the Securities and Exchange Commission or any successor thereto and shall include the staff thereof. 


        "Shares"
shall mean shares of the common stock, $.01 par value, of the Company, or such other securities of the Company as may be designated by the Committee from time to time. 


        "Stock
Appreciation Right" shall mean any right granted under Section 7 of the Plan to receive the difference between (i) a grant price, which shall be no less than one
hundred percent (100%) of the Fair Market Value of a Share on the date of grant, and (ii) the Fair Market Value of a Share on the date the right is exercised, which amount may be paid in cash,
Shares or a combination of cash and Shares. 


SECTION
3.    Administration. 


        (a)   Authority of Committee.    The Plan shall be administered by the Committee. Subject to the terms of the Plan
and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to an eligible Employee; (iii) determine the number of Shares to be covered by, or with respect to which payments, 


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rights
or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited or suspended; (vi) determine whether, to what extent
and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election
of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (ix) determine the meaning of the terms "retirement"
and "permanent and total disability" for purposes of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan. 


        (b)   Committee Discretion Binding.    Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any stockholder and any Employee. 


        (c)   Delegation.    Subject to the terms of the Plan and applicable law, the Committee may delegate in writing to
one or more officers of the Company or any Affiliate, or to a committee of such officers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or
to cancel, modify or waive rights with respect to, or to alter, discontinue, suspend or terminate Awards held by, Employees who are not (i) Covered Employees or (ii) officers or
directors of the Company for purposes of Section 16 of the Exchange Act, or any successor section thereto, or who are otherwise not subject to such Section. 


SECTION
4.    Shares Available for Awards. 


        (a)   Shares Available.    Subject to adjustment as provided in Section 4(c), the number of Shares with
respect to which Awards may be granted under the Plan shall be equal to 2,256,000. If, after the effective date of the Plan, any Shares covered by an Award granted under the Plan, or to which such an
Award relates, are forfeited, or if such an Award is settled for cash or otherwise terminates or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such
Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture,
termination or cancellation, shall again become Shares with respect to which Awards may be granted. In the event that any Option or other Award granted hereunder is exercised through the delivery of
Shares or in the event that withholding tax liabilities arising from such Award are satisfied by the withholding of Shares by the Company, the number of Shares available for Awards under the Plan
shall be increased by the number of Shares so surrendered or withheld. 


        (b)   Award Limits.    Notwithstanding any provision herein to the contrary, subject to adjustment as set forth in
Section 4(c), in no event shall a Participant receive an Award or Awards during any one calendar year covering in the aggregate more than 225,600 Shares (whether such Award or Awards may be
settled in Shares, cash or any combination thereof). 


        (c)   Adjustments.    In the event that the Committee determines that any dividend or other distribution (whether in
the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made 


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available
under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number of Shares or other securities of the Company (or number and kind
of other securities or property) with respect to which Awards may be granted, (ii) the number of Shares or other securities of the Company (or number and kind of other securities or property)
subject to outstanding Awards and (iii) the grant or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, in each case, that (A) with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code, as from time to time amended, and (B) with respect to any Award no such adjustment shall be authorized to the extent that such authority would be
inconsistent with the Plan's meeting the requirements of Section 162(m) of the Code, as from time to time amended, or Rule 16b-3, as from time to time amended. 



        (d)   Sources of Shares Deliverable Under Awards.    Any Shares delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued Shares or of treasury Shares, including Shares purchased in the open market or in private transactions. 


SECTION
5.    Eligibility.    Any Director or Employee shall be eligible to be designated a Participant. 


SECTION
6.    Stock Options. 



        (a)   Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom Options shall be granted, the number of Shares to be covered by each Option, the option price therefor and the conditions and limitations applicable to the exercise
of the Option. The Committee shall have the authority to grant Incentive Stock Options, or to grant Nonqualified Stock Options, or to grant both types of options, provided that Incentive Stock Options
may only be granted to Employees of the Company and its subsidiaries. In the case of Incentive Stock Options, the terms and conditions of such grants shall be subject to and comply with such rules as
may be prescribed by Section 422 of the Code, as from time to time amended, and any regulations implementing such statute. 


        (b)   Exercise Price.    The Committee in its sole discretion shall establish the exercise price at the time each
Option is granted, provided that the per share price at which Shares may be purchased upon exercise of an Option shall be no less than one hundred percent (100%) of the Fair Market Value of a Share at
the time such Option is granted. 


        (c)   Exercise.    Subject to the terms of the Plan, each Option shall be exercisable at such times and subject to
such terms and conditions as the Committee may, in its sole discretion, specify in the applicable Award Agreement or thereafter, provided that no Option shall be exercisable after the expiration of
ten years from the date the Option is granted. The Committee may impose such conditions with respect to the exercise of Options, including without limitation any conditions relating to the application
of federal or state securities laws, as it may deem necessary or advisable. 


        (d)   Payment.    No Shares shall be delivered pursuant to any exercise of an Option until payment in full of the
option price therefor is received by the Company. Such payment may be made in cash, or its equivalent, or, if and to the extent permitted by the Committee, by exchanging Shares owned by the optionee
(which are not the subject of any pledge or other security interest), or by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value
of any such Shares so tendered to the Company as of the date of such tender is at least equal to such option price. 


SECTION
7.    Stock Appreciation Rights. 


        (a)   Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom Stock Appreciation Rights shall be granted, the 


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number
of Shares to be covered by each Stock Appreciation Right, the grant price thereof, which may be no less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant,
the conditions and limitations applicable to the exercise thereof and whether a Stock Appreciation Right shall be settled in cash, Shares or a combination of cash and Shares. Stock Appreciation Rights
may be granted in tandem with another Award, in addition to another Award, or freestanding and unrelated to another Award. Stock Appreciation Rights granted in tandem with or in addition to an Award
may be granted either at the same time as the Award or at a later time, provided that any Stock Appreciation Right related to an Incentive Stock Option must be granted at the same time such Incentive
Stock Option is granted. 


        (b)   Other Terms and Conditions.    Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine, at or after the grant of a Stock Appreciation Right, the term, methods of exercise, methods and form of settlement and any other terms and conditions of any Stock
Appreciation Right. Any such determination by the Committee may be changed by the Committee from time to time and may govern the exercise of Stock Appreciation Rights granted prior to such
determination as well as Stock Appreciation Rights granted thereafter. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it shall deem
appropriate. 


SECTION
8.    Restricted Stock and Restricted Stock Units. 


        (a)   Grant.    Subject to the provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom Shares of Restricted Stock and Restricted Stock Units shall be granted, the number of Shares of Restricted Stock and/or the number of Restricted Stock Units to be
granted to each Participant, the duration of the period during which, and the conditions under which, the Restricted Stock and Restricted Stock Units may be forfeited to the Company, the other terms
and conditions of such Awards and, in the case of Restricted Stock Units, whether such Units shall be settled in cash, Shares or a combination of cash and Shares on the date of grant. Each Restricted
Stock Unit shall have a value equal to no less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant. 


        (b)   Transfer Restrictions.    Shares of Restricted Stock and Restricted Stock Units may not be sold, assigned,
transferred, pledged or otherwise encumbered, except, in the case of Restricted Stock, as provided in the Plan or the applicable Award Agreements. Certificates issued in respect of Shares of
Restricted Stock shall be registered in the name of the Participant and deposited by such Participant, together with a stock power endorsed in blank, with the Company. Upon the lapse of the
restrictions applicable to such Shares of Restricted Stock, the Company shall deliver such certificates to the Participant or the Participant's legal representative. 


        (c)   Dividends and Distributions.    Dividends and other distributions paid on or in respect of any Shares of
Restricted Stock may be paid directly to the Participant, or may be reinvested in additional Shares of Restricted Stock or in additional Restricted Stock Units, as determined by the Committee in its
sole discretion. 


        (d)   Voting of Restricted Stock.    Unless otherwise determined by the Committee at the time of grant, a Participant
to whom Shares of Restricted Stock shall be granted shall be entitled to vote such Shares. 


SECTION
9.    Other Stock-Based Awards.    The Committee shall have authority to grant to Participants an Other Stock-Based Award,
which shall consist of any right that is (i) not an Award described in Sections 6 through 8 above and (ii) an Award of Shares or an Award denominated or payable in, valued in whole or in
part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as deemed by the Committee to be consistent with the purposes of
the Plan. Subject to the terms of the Plan and any applicable Award Agreement, 


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the
Committee shall determine the terms and conditions of any such Other Stock-Based Award and whether such Awards shall be paid in cash, Shares or a combination of cash and Shares. 


SECTION
10.    Performance Awards. 



        (a)   Grant.    The Committee shall have sole and complete authority to determine the extent to which an Award of
Restricted Stock, Restricted Stock Units or Other Stock-Based Awards shall be subject to the achievement of one or more Performance Targets over one or more Performance Periods. For any Award to a
Covered Employee, any such Performance Target and related Performance Goal(s) and Performance Period(s) shall be determined by the Committee within the time prescribed by Section 162(m) and the
regulations thereunder, or any successors thereto, in order for the Performance Target to be considered "pre-established" for this purpose. 



        (b)   Terms and Conditions.    Subject to the terms of the Plan and any applicable Award Agreement, the Committee
shall determine the Performance Targets to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award and the amount and kind of any payment
or transfer to be made pursuant to any Performance Award. 


        (c)   Payment of Performance Awards.    Performance Awards may be paid in a lump sum or in installments following the
close of the Performance Period, provided that no full and/or partial payment of a Performance Award granted hereunder may be made to a Covered Employee until the Committee has certified in writing
the attainment by the Company of the applicable Performance Target or Performance Targets over the applicable Performance Period or Performance Periods. 


        (d)   Performance Goals.    For purposes of the Plan, the term "Performance Goals" shall mean objective criteria
based on one or more of the following: net income, net income before taxes, operating earnings, cash earnings, operating cash earnings, cash flow, financial return ratios (including, but not limited
to, return on average total assets, return on tangible total assets, return on average stockholders' equity, return on average tangible stockholders' equity, average stockholders' equity to average
total assets, risk-adjusted return on capital, return on investment, economic value added, efficiency ratio, expense ratio, revenue growth, noninterest income to total revenue ratio and
net interest margin), total stockholder return, earnings per share, operating earnings per share, cash earnings per share, other balance sheet or income statement items, stock price, market share or
project completion. Performance Goals with respect to awards to Participants who are not Covered Employees also may be based on any other objective performance goals as may be established by the
Committee for a Performance Period. Performance Goals may be measured (i) solely on a corporate, subsidiary or business unit basis or a combination thereof and/or (ii) on actual or
targeted growth factors. Performance Goals may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group of entities or other external
measure of the selected Performance Goals. A Performance Goal may include or exclude items that measure specific objectives, such as the cumulative effect of changes in generally accepted accounting
principles, losses resulting from discontinued operations, securities gains and losses, restructuring, merger-related and other nonrecurring costs, amortization of goodwill and other intangible
assets, extraordinary gains or losses and any unusual, nonrecurring gain or loss that is separately quantified in the Company's financial statements. Any Performance Goal expressed on a
per-Share basis shall, in case of a recapitalization, stock dividend, stock split or reverse stock split affecting the number of outstanding Shares, be mathematically adjusted by the
Committee so that the change in outstanding Shares does not cause a substantive change in the relevant goal. The Committee may adjust Performance Goals for any other objective events or occurrences
which occur during a Performance Period, including, but not limited to, acquisitions by the Company and changes in applicable tax laws or accounting principles, provided that the Committee shall not
have the discretion to increase the amount of a Performance Award that would otherwise be due upon attainment of a Performance Target or Performance Targets to any 


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Participant
who is a Covered Employee except to the extent permitted under Section 162(m) of the Code and the regulations thereunder or any successors thereto. 



SECTION
11.    Termination or Suspension of Directorship or Employment.    The following provisions shall apply in the event of the
Participant's termination of directorship or employment unless the Committee shall have provided otherwise, either at the time of the grant of the Award or thereafter. 


        (a)   Nonqualified Stock Options and Stock Appreciation Rights. 



        (i)    Termination of Directorship or Employment.    If the Participant's directorship or employment with the Company
or its Affiliates is terminated for any reason other than death, permanent and total disability or retirement, the Participant's right to exercise any Nonqualified Stock Option or Stock Appreciation
Right shall terminate, and such Option or Stock Appreciation Right shall expire, on the earlier of (A) the close of business on the 90th day after such termination of directorship
or employment or (B) the date such Option or Stock Appreciation Right would have expired had it not been for the termination of directorship or employment. The Participant shall have the right
to exercise such Option or Stock Appreciation Right prior to such expiration to the extent it was exercisable at the date of such termination of directorship or employment and shall not have been
exercised. 


        (ii)   Death, Disability or Retirement.    If the Participant's directorship or employment with the Company or its
Affiliates is terminated by death, permanent and total disability or retirement, the Participant or his successor (if employment is terminated by death) shall have the right to exercise any
Nonqualified Stock Option or Stock Appreciation Right to the extent it was exercisable at the date of such termination of directorship or employment and shall not have been exercised, but in no event
shall such Option or Stock Appreciation Right be exercisable later than the date the Option or Stock Appreciation Right would have expired had it not been for the termination of such directorship or
employment. 


        (iii)  Acceleration and Extension of Exercisability.    Notwithstanding the foregoing, the Committee may, in its
discretion, provide (A) that an Option granted to a Participant may terminate at a date earlier than that set forth above, including without limitation the date of termination of directorship
or employment, (B) that an Option granted to a Participant may terminate at a date later than that set forth above, provided such date shall not be beyond the date the Option would have expired
had it not been for the termination of the Participant's directorship or employment, and (C) that an Option or Stock Appreciation Right may become immediately exercisable when it finds that
such acceleration would be in the best interests of the Company. 




        (b)   Incentive Stock Options.    Except as otherwise determined by the Committee at the time of grant, if the
Participant's employment with the Company is terminated for any reason, the Participant shall have the right to exercise any Incentive Stock Option and any related Stock Appreciation Right during the
90 days after such termination of employment to the extent it was exercisable at the date of such termination, but in no event later than the date the Option would have expired had it not been
for the termination of such employment. If the Participant does not exercise such Option or related Stock Appreciation Right to the full extent permitted by the preceding sentence, the remaining
exercisable portion of such Option automatically will be deemed a Nonqualified Stock Option, and such Option and any related Stock Appreciation Right will be exercisable during the period set forth in
Section 11(a) of the Plan, provided that in the event that employment is terminated because of death or the Participant dies during such 90-day period, the Option will continue to
be an Incentive Stock Option to the extent provided by Section 421 or Section 422 of the Code, or any successor provisions, and any regulations promulgated thereunder. 


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        (c)   Restricted Stock.    Except as otherwise determined by the Committee at the time of grant, upon termination of
a Participant's directorship or employment for any reason during the restriction period, all shares of Restricted Stock still subject to restriction shall be forfeited by the Participant and
reacquired by the Company at the price (if any) paid by the Participant for such Restricted Stock, provided that in the event of a Participant's retirement, permanent and total disability or death, or
in cases of special circumstances, the Committee may, in its sole discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining
restrictions with respect to such Participant's shares of Restricted Stock. 


SECTION
12.    Change in Control.    Notwithstanding any other provision of the Plan to the contrary, upon a Change in Control all
outstanding Awards shall vest, become immediately exercisable or payable or have all restrictions lifted as may apply to the type of Award. 


SECTION
13.    Amendment and Termination. 


        (a)   Amendments to the Plan.    The Board may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time, provided that no such amendment, alteration, suspension, discontinuation or termination shall be made that would adversely affect the rights of any Participant or any
holder or beneficiary of any Award theretofore granted without the consent of the affected Participant, holder or beneficiary, or that without the approval of the stockholders of the Company would: 



        (i)    except
as provided in Section 4(c) of the Plan, increase the total number of Shares with respect to which Awards may be granted under the Plan; 


        (ii)   change
the employees or class of employees eligible to participate in the Plan; 


        (iii)  reduce
the exercise price for Options and Stock Appreciation Rights by repricing or replacing such Awards; or 


        (iv)  change
the Performance Goals which may be established for Performance Awards. 




        (b)   Amendments to Awards.    The Committee may waive any conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively, provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation
or termination that would adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary. Notwithstanding any other provision of the Plan to the contrary, except as provided in Section 4(c) and Section 13(c), the Committee shall
not have the authority to cancel any outstanding Option or Stock Appreciation Right and issue a new Option or Stock Appreciation Right in its place with a lower exercise price without the approval of
the stockholders of the Company. 


        (c)   Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.    The Committee is hereby
authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(c) hereof) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan, provided that no such adjustment shall be authorized to the extent that such authority would be inconsistent with the Plan's meeting the requirements of Section 162(m) of the
Code, as from time to time amended, or Rule 16b-3, as from time to time amended. 


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SECTION
14.    General Provisions. 


        (a)   Dividend Equivalents.    In the sole and complete discretion of the Committee, an Award may provide the
Participant with dividends or dividend equivalents, payable in cash, Shares, other securities or other property on a current or deferred basis. 



        (b)   Nontransferability.    No Award shall be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant, except by will or the laws of descent and distribution or pursuant to a QDRO, provided, however, that an Award may be transferable, to the extent determined by the
Committee and set forth in the applicable Award Agreement, (i) if such Award Agreement provisions do not disqualify such Award for exemption under Rule 16b-3, as from time to
time amended, (ii) if such Award is not intended to qualify for exemption under such rule or (iii) with respect to Awards which are Incentive Stock Options, if such Award Agreement
provisions do not prevent the Incentive Stock Options from qualifying as such under Section 422 of the Code, as from time to time amended. 


        (c)   No Rights to Awards.    No Director, Employee, Participant or other Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of Directors, Employees, Participants or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the same
with respect to each recipient. 


        (d)   Share Certificates.    All certificates for Shares or other securities of the Company or any Affiliate
delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the
rules, regulations and other requirements of the SEC, any stock exchange or national market quotation system upon which such Shares or other securities are then listed or quoted, respectively, and any
applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 


        (e)   Withholding.    A Participant may be required to pay to the Company or any Affiliate and the Company or any
Affiliate shall have the right and is hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount
owing to a Participant the amount (in cash, Shares, other securities, other Awards or other property) of any applicable withholding taxes in respect of any Award, its exercise or any payment or
transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes. The Committee may
provide for additional cash payments to holders of Awards to defray or offset any tax arising from the grant, vesting, exercise or payments of any Award, but only in the case of a Covered Employee to
the extent permitted under Section 162(m) of the Code and the regulations thereunder or any successor thereto. 



        (f)    Award Agreements.    Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered to
the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto. 


        (g)   No Limit on Other Compensation Arrangements.    Nothing contained in the Plan shall prevent the Company or any
Affiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Stock Awards and other types of Awards provided
for hereunder (subject to stockholder approval if such approval is required), and such arrangements may be either generally applicable or applicable only in specific cases. 


        (h)   No Right to Employment.    Neither the Plan nor the grant of any Awards 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 Director to remain in this capacity or any Employee to continue in the employ of the Company or any
Affiliate. 


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        (i)    No Rights as Stockholder.    Subject to the provisions of the applicable Award and the Plan, no Participant or
holder or beneficiary of any Award shall have any rights as a stockholder with respect to any Shares to be distributed under the Plan until he or she has become the holder of such Shares. 


        (j)    Governing Law.    The validity, construction and effect of the Plan and any rules and regulations relating to
the Plan and any Award Agreement shall be determined in accordance with the laws of the State of Florida. 



        (k)   Severability.    The Plan is intended to comply in all aspects with applicable laws and regulations, including,
with respect to those Participants who are Covered Employees, Section 162(m) of the Code and the regulations thereunder, or any successors thereto. If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full
force and effect. 


        (l)    Other Laws.    The Committee may refuse to issue or transfer any Shares or other consideration under an Award
if, acting in its sole discretion, it determines that the issuance or transfer of such Shares or such other consideration might violate any applicable law, regulation or listing or quotation
requirement relating to the Shares or entitle the Company to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. Without limiting the generality of the foregoing, no Award
granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that
any such offer, if made, would be in compliance with all applicable requirements of the U.S. federal securities laws and any other laws to which such offer, if made, would be subject, as well as any
applicable listing or quotation requirements relating to the Shares. 


        (m)  No Trust or Fund Created.    Neither the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate. 


        (n)   No Fractional Shares.    No fractional Shares shall be issued or delivered pursuant to the Plan or any Award,
and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated. 


        (o)   Headings.    Headings are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 


        (p)   Successors and Assigns.    The Plan and any Award Agreement shall be binding upon the successors and assigns of
the Company and upon each Participant and such Participant's heirs, executors, administrators, personal representatives, permitted assignees and successors in interest. 


SECTION
15.    Effective Date; Term of the Plan. 


        (a)   Effective Date.    The Plan shall be effective upon its approval by the stockholders of the Company. 


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        (b)   Term of the Plan.    The Plan shall remain in effect until the earlier of (i) the date that no
additional Shares are available for issuance under the Plan, (ii) the date that the Plan has been terminated in accordance with Section 13 or (iii) the close of business on the
tenth annual anniversary of the Effective Date. Termination of the Plan shall not affect any Awards previously granted and such Awards shall remain valid and in effect until they have been fully
exercised or earned, are surrendered or by their terms expire or are forfeited. 


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Exhibit 10.2


LYDIAN TRUST COMPANY 2003 EQUITY INCENTIVE PLAN