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Exhibit 10.1




SNB BANCSHARES, INC.




2002 STOCK OPTION PLAN

(As Amended and Restated)




     SECTION 1. Purpose of the Plan. The purpose of the SNB Bancshares, Inc.
2002 Stock Option Plan (as Amended and Restated) (the “Plan”) is to encourage
ownership of common stock, $0.01 par value (“Common Stock”), of SNB Bancshares,
Inc., a Texas corporation (the “Company”), by key employees and directors of
the Company and its Affiliates (as defined below) and to provide increased
incentive for such key employees and directors to render services and to exert
maximum effort for the success of the Company. In addition, the Company
expects that the Plan will further strengthen the identification of the key
employees and directors with the stockholders. Certain options to be granted
under this Plan are intended to qualify as incentive stock options (“ISOs”)
pursuant to Section 422 of the Internal Revenue Code of 1986, as amended
(“Code”), while other options granted under this Plan will be nonqualified
options which are not intended to qualify as ISOs (“Nonqualified Options”),
either or both as provided in the agreements evidencing the options as provided
in Section 6 hereof. As used in this Plan, the term “Affiliates” means any
“parent corporation” of the Company and any “subsidiary corporation” of the
Company within the meaning of Code Sections 424(e) and (f), respectively.



     SECTION 2. Administration of the Plan.




     (a) Composition of Committee. The Plan shall be administered by the
Compensation Committee (the “Committee”) designated by the Board of
Directors of the Company (the “Board”), which shall also designate the
Chairman of the Committee. If the Company is governed by Section 16 of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), no
director shall serve as a member of the Committee unless he or she is a
“Non-Employee Director” within the meaning of Rule 16b-3 promulgated by
the Securities and Exchange Commission (the “Commission”) under the
Exchange Act.




     (b) Committee Action. The Committee shall hold its meetings at such
times and places as it may determine. A majority of its members shall
constitute a quorum, and all determinations of the Committee shall be
made by not less than a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members
shall be fully as effective as if it had been made by a majority vote of
its members at a meeting duly called and held. The Committee may
designate the Secretary of the Company or other Company employees to
assist the Committee in the administration of the Plan, and may grant
authority to such persons to execute award agreements or other documents
on behalf of the Committee and the Company. Any duly constituted
committee of the Board satisfying the qualifications of this Section 2
may be appointed as the Committee.




     (c) Committee Expenses. All expenses and liabilities incurred by
the Committee in the administration of the Plan shall be borne by the
Company. The Committee may employ attorneys, consultants, accountants or
other persons.



     SECTION 3. Stock Reserved for the Plan. Subject to adjustment as provided
in Section 6 hereof, the aggregate number of shares of Common Stock that may be
optioned under the Plan is 1,300,000. The shares subject to the Plan shall
consist of authorized but unissued shares of Common Stock and such number of
shares shall be and is hereby reserved for sale for such purpose. Any of such
shares which may remain unsold and which are not subject to outstanding options
at the termination of the Plan shall cease to be reserved for the purpose of
the Plan, but until termination of the Plan or the termination of the last of
the options granted under the Plan, whichever last occurs, the Company shall at



 









 




all times reserve a sufficient number of shares to meet the requirements
of the Plan. Should any option expire or be canceled prior to its exercise in
full, the shares theretofore subject to such option may again be made subject
to an option under the Plan.




     SECTION 4. Eligibility. The persons eligible to participate in the Plan
as a recipient of options (“Optionee”) shall include only key employees and
directors of the Company or its Affiliates at the time the option is granted.
A key employee or director who has been granted an option hereunder may be
granted an additional option or options, if the Committee shall so determine.



     SECTION 5. Grant of Options.




     (a) Committee Discretion. The Committee shall have sole and
absolute discretionary authority (i) to determine, authorize, and
designate those persons pursuant to this Plan who are to receive options
under the Plan, (ii) to determine the number of shares of Common Stock to
be covered by such options and the terms thereof, and (iii) to determine
the type of option granted: ISO, Nonqualified Option or a combination of
ISO and Nonqualified Options; provided that a director who is not an
employee may not receive ISOs. If the Company is governed by Section 16
of the Exchange Act, the Committee shall specifically pre-approve each
grant to each Optionee subject to Section 16(b) in accordance with Rule
16b-3 as amended, unless such grant is or will be otherwise exempt from
Section 16(b). The Committee shall thereupon grant options in accordance
with such determinations as evidenced by a written option agreement.
Subject to the express provisions of the Plan, the Committee shall have
discretionary authority to prescribe, amend and rescind rules and
regulations relating to the Plan, to interpret the Plan, to prescribe and
amend the terms of the option agreements (which need not be identical)
and to make all other determinations deemed necessary or advisable for
the administration of the Plan.




     (b) Stockholder Approval. All options granted under this Plan are
subject to, and may not be exercised before, the approval of this Plan by
the stockholders prior to the first anniversary date of the Board meeting
held to approve the Plan, by the affirmative vote of the holders of a
majority of the shares of the Company present, or represented by proxy,
and entitled to vote at a meeting at which a quorum is present, or by
written consent in accordance with the laws of the United States and the
State of Texas, as may be applicable; provided that if such approval by
the stockholders of the Company is not forthcoming, all options
previously granted under this Plan shall be void.




     (c) Limitation on Incentive Stock Options. The aggregate fair
market value (determined in accordance with Section 6(b) of this Plan at
the time the option is granted) of the Common Stock with respect to which
ISOs may be exercisable for the first time by any Optionee during any
calendar year under all such plans of the Company and its Affiliates
shall not exceed $100,000.



     SECTION 6. Terms and Conditions. Each option granted under the Plan shall
be evidenced by an agreement, in a form approved by the Committee, which shall
be subject to the following express terms and conditions and to such other
terms and conditions as the Committee may deem appropriate.




     (a) Option Period. The Committee shall promptly notify the Optionee
of the option grant and a written agreement shall promptly be executed
and delivered by and on behalf of the Company and the Optionee, provided
that the option grant shall expire if a written agreement is not signed
by said Optionee (or his agent or attorney) and returned to the Company
within 60 days from date of receipt by the Optionee of such agreement.
The date of grant shall be the date



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the option is actually granted by the Committee, even though the
written agreement may be executed and delivered by the Company and the
Optionee after that date. Each option agreement shall specify the period
for which the option thereunder is granted (which in no event shall
exceed ten years from the date of grant) and shall provide that the
option shall expire at the end of such period. If the original term of
an option is less than ten years from the date of grant, the option may
be amended prior to its expiration, with the approval of the Committee
and the Optionee, to extend the term so that the term as amended is not
more than ten years from the date of grant. However, in the case of an
ISO granted to an individual who, at the time of grant, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or its Affiliate (“Ten Percent
Stockholder”), such period shall not exceed five years from the date of
grant.




     (b) Option Price. The purchase price of each share of Common Stock
subject to each option granted pursuant to the Plan shall be determined
by the Committee at the time the option is granted and, in the case of
ISOs, shall not be less than 100% of the fair market value of a share of
Common Stock on the date the option is granted, as determined by the
Committee. In the case of an ISO granted to a Ten Percent Stockholder,
the option price shall not be less than 110% of the fair market value of
a share of Common Stock on the date the option is granted. The purchase
price of each share of Common Stock subject to a Nonqualified Option
under this Plan shall be determined by the Committee prior to granting
the option. The Committee shall set the purchase price for each share
subject to a Nonqualified Option at either the fair market value of each
share on the date the option is granted, or at such other price as the
Committee in its sole discretion shall determine.




     At the time a determination of the fair market value of a share of
Common Stock is required to be made hereunder, the determination of its
fair market value shall be made by the Committee in such manner as it
deems appropriate.




     (c) Exercise Period. The Committee may provide in the option
agreement that an option may be exercised in whole, immediately, or is to
be exercisable in increments. However, no portion of any option may be
exercisable by an Optionee prior to the approval of the Plan by the
stockholders of the Company.




     (d) Procedure for Exercise. Options shall be exercised by the
delivery of written notice to the Secretary of the Company setting forth
the number of shares with respect to which the option is being exercised.
Such notice shall be accompanied by (i) cash, cashier’s check, Company
draft, or postal or express money order payable to the order of the
Company, (ii) subject to the approval by the Committee, certificates
representing shares of Common Stock theretofore owned by the Optionee
duly endorsed for transfer to the Company, or (iii) any combination of
the preceding, equal in value to the full amount of the exercise price.
Notice may also be delivered by fax or telecopy provided that the
purchase price of such shares is delivered to the Company via wire
transfer on the same day the fax is received by the Company. The notice
shall specify the address to which the certificates for such shares are
to be mailed. An Optionee shall be deemed to be a stockholder with
respect to shares covered by an option on the date the Company receives
such written notice and such option payment. As promptly as practicable
after receipt of such written notification and payment, the Company shall
deliver to the Optionee certificates for the number of shares with
respect to which such option has been so exercised, issued in the
Optionee’s name or such other name as Optionee directs; provided,
however, that such delivery shall be deemed effected for all purposes
when a stock transfer agent of the Company shall have deposited such
certificates in the United States mail, addressed to the Optionee at the
address specified pursuant to this Section 6(d).



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     (e) Termination of Employment or Directorship. If an Optionee to
whom an option is granted ceases to be employed by the Company or its
Affiliates or ceases to serve on the Board of the Company for any reason
other than death or disability, any option which is exercisable on the
date of such termination of employment or cessation of serving on the
Board may be exercised during a three month period after such date, but
in no event may the option be exercised after its expiration under the
terms of the option agreement; provided, however, that if an Optionee’s
employment or service on the Board is terminated because of the
Optionee’s theft or embezzlement from the Company or any of its
Affiliates, disclosure of trade secrets of the Company or any of its
Affiliates or the commission of a willful, felonious act while in the
employment of the Company or any of its Affiliates (such reasons shall
hereinafter be collectively referred to as “for cause”), and if said
employee has an employment agreement with the Company or any of its
Affiliates, any other reason that is described as “for cause” under the
terms of such employment agreement, then any option or unexercised
portion thereof granted to said Optionee shall expire upon such
termination of employment or cessation of serving on the Board.




     (f) Disability or Death of Optionee. In the event of the
determination of disability or death of an Optionee under the Plan while
the Optionee is employed by the Company or any of its Affiliates or while
the Optionee serves on the Board of the Company or any of its Affiliates,
the options previously granted to him will automatically vest in full and
may be exercised at any time and from time to time, within a one year
period after the date of such determination of disability or death, by
the former employee, the guardian of his estate, the executor or
administrator of his estate or by the person or persons to whom his
rights under the option shall pass by will or the laws of descent and
distribution, but in no event may the option be exercised after its
expiration under the terms of the option agreement. An Optionee shall be
deemed to be disabled if, in the opinion of a physician selected by the
Committee, he or she is incapable of performing services for the Company
or any of its Affiliates of the kind he or she was performing at the time
the disability occurred by reason of any medically determinable physical
or mental impairment which can be expected to result in death or to be of
long, continued and indefinite duration. The date of determination of
disability for purposes hereof shall be the date of such determination by
such physician.




     (g) Assignability. An option shall not be assignable or otherwise
transferable except by will or by the laws of descent and distribution.
During the lifetime of an Optionee, an option shall be exercisable only
by him or his authorized legal representative.




     (h) Incentive Stock Options. Each option agreement may contain such
terms and provisions as the Committee may determine to be necessary or
desirable in order to qualify an option designated as an ISO.




     (i) No Rights as Stockholder. No Optionee shall have any rights as
a stockholder with respect to shares covered by an option until the
option is exercised by the written notice and accompanied by payment as
provided in clause (d) above.




     (j) Extraordinary Corporate Transactions. The existence of
outstanding options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations, exchanges or other changes in the
Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issuance of Common Stock or other
securities or subscription rights thereto, or any issuance of bonds,
debentures, preferred or prior preference stock ahead of or affecting the
Common Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding,



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whether of a similar character or otherwise. If the Company merges,
consolidates, sells all of its assets or dissolves (each of the foregoing
a “Fundamental Change”), then thereafter upon any exercise of an option
theretofore granted the Optionee shall be entitled to purchase under such
option, in lieu of the number of shares of Common Stock as to which
option shall then be exercisable, the number and class of shares of stock
and securities to which the Optionee would have been entitled pursuant to
the terms of the Fundamental Change if, immediately prior to such
Fundamental Change, the Optionee had been the holder of record of the
number of shares of Common Stock as to which such option is then
exercisable. If (i) the Company shall not be the surviving entity in any
merger or consolidation (or survives only as a subsidiary of another
entity), (ii) the Company sells all or substantially all of its assets to
any other person or entity (other than a wholly-owned subsidiary), (iii)
any person or entity (including a “group” as contemplated by Section
13(d)(3) of the Exchange Act) acquires or gains ownership or control of
(including, without limitation, power to vote) more than 50% of the
outstanding shares of the Company’s capital stock, (iv) the Company is to
be dissolved and liquidated, or (v) as a result of or in connection with
a contested election of directors, the persons who were directors of the
Company before such election shall cease to constitute a majority of the
Board (each such event in clauses (i) through (v) above is referred to
herein as a “Corporate Change”), the time at which all or a portion of an
Optionee’s options may be exercised shall be accelerated and the option
shall immediately become exercisable in full.




     (k) Changes in Company’s Capital Structure. If the outstanding
shares of Common Stock or other securities of the Company, or both, for
which the option is then exercisable shall at any time be changed or
exchanged by declaration of a stock dividend, stock split, combination of
shares, recapitalization, or reorganization, the number and kind of
shares of Common Stock or other securities which are subject to the Plan
or subject to any options theretofore granted, and the option prices,
shall be appropriately and equitably adjusted so as to maintain the
proportionate number of shares or other securities without changing the
aggregate option price. Upon each adjustment of the purchase price and
upon each change in the number of shares of Common Stock issuable upon
the exercise of this Option, and in the event of any change in the rights
of the holder of this Option by reason of other events herein set forth,
then and in each such case, the President of the Company will promptly
execute a certificate stating (i) the adjusted purchase price and the new
number of shares so issuable, or specifying the other shares of stock,
securities or assets and the amount thereof receivable as a result of
such change in rights, and (ii) setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based.
The Company will promptly mail a copy of such certificate to the
registered holder of this Option. No fractional shares of stock shall be
issued as a result of any such adjustment.




     (l) Acceleration of Options. Except as hereinbefore expressly
provided, (i) the issuance by the Company of shares of stock or any class
of securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, 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, (ii) the payment of a dividend in property other than Common
Stock or (iii) the occurrence of any similar transaction, and in any case
whether or not for fair value, shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number of shares of
Common Stock subject to options theretofore granted or the purchase price
per share, unless the Committee shall determine, in its sole discretion,
that an adjustment is necessary to provide equitable treatment to
Optionee. Notwithstanding anything to the contrary contained in this
Plan, the Committee may, in its sole discretion, accelerate the time at
which any option may be exercised, including, but not limited to, upon
the occurrence of the events specified in this Section 6.



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     SECTION 7. Amendments or Termination. The Board may amend, alter or
discontinue the Plan, but no amendment or alteration shall be made which would
impair the rights of any Optionee, without his consent, under any option
theretofore granted, or which, without the approval of the stockholders, would:
(i) except as is provided in Section 6(k) of the Plan, increase the total
number of shares reserved for the purposes of the Plan, (ii) change the class
of persons eligible to participate in the Plan as provided in Section 4 of the
Plan, (iii) extend the applicable maximum option period provided for in Section
6(a) of the Plan, (iv) extend the expiration date of this Plan set forth in
Section 14 of the Plan, (v) except as provided in Section 6(k) of the Plan,
decrease to any extent the option price of any option granted under the Plan or
(vi) withdraw the administration of the Plan from the Committee.



     SECTION 8. Compliance With Other Laws and Regulations. The Plan, the
grant and exercise of options thereunder, and the obligation of the Company to
sell and deliver shares under such options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
governmental or regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common Stock prior
to the completion of any registration or qualification of such shares under any
federal or state law or issuance of any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be necessary
or advisable. Any adjustments provided for in Sections 6(j), 6(k) and 6(l)
shall be subject to any shareholder action required by Texas or federal law.



     SECTION 9. Purchase for Investment. Unless the options and shares of
Common Stock covered by this Plan have been registered under the Securities Act
of 1933, as amended, or the Company has determined that such registration is
unnecessary, each person exercising an option under this Plan may be required
by the Company to give a representation in writing that he or she is acquiring
such shares for his own account for investment and not with a view to, or for
sale in connection with, the distribution of any part thereof.



     SECTION 10. Taxes.




     (a) The Company may make such provisions as it may deem appropriate
for the withholding of any taxes which it determines is required in
connection with any options granted under this Plan.




     (b) Notwithstanding the terms of Section 10(a), any Optionee may pay
all or any portion of the taxes required to be withheld by the Company or
paid by him or her in connection with the exercise of a Nonqualified
Option by electing to have the Company withhold shares of Common Stock,
or by delivering previously owned shares of Common Stock, having a fair
market value, determined in accordance with Section 6(b), equal to the
amount required to be withheld or paid; provided, however, that, if the
Optionee is subject to Section 16, such tax withholding or delivery right
was specifically pre-approved by the Committee as a feature of the option
or is otherwise approved in accordance with Rule 16b-3. An Optionee must
make the foregoing election on or before the date that the amount of tax
to be withheld is determined.



     SECTION 11. Replacement of Options. The Committee from time to time may
permit an Optionee under the Plan to surrender for cancellation any unexercised
outstanding option and receive from the Company in exchange an option for such
number of shares of Common Stock as may be designated by the Committee. The
Committee may, with the consent of the person entitled to exercise any
outstanding option, amend such option, including reducing the exercise price of
any option to not less than the fair market value of the Common Stock at the
time of the amendment and extending the term thereof.



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     SECTION 12. No Right to Company Employment or Directorship. Nothing in
this Plan or as a result of any option granted pursuant to this Plan shall
confer on any individual any right to continue in the employ of the Company or
any Affiliate or to continue to serve on the Board of the Company or any
Affiliate or interfere in any way with the right of the Company or any
Affiliate to terminate an individual’s employment at any time. The option
agreements may contain such provisions as the Committee may approve with
reference to the effect of approved leaves of absence.



     SECTION 13. Liability of Company. The Company and any Affiliate which is
in existence or hereafter comes into existence shall not be liable to an
Optionee or other persons as to:




     (a) Non-Issuance of Shares. The non-issuance or sale of shares as
to which the Company has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any shares hereunder; and




     (b) Tax Consequences. Any tax consequence expected, but not
realized, by any Optionee or other person due to the exercise of any
option granted hereunder.



     SECTION 14. Effectiveness and Expiration of Plan. The Plan shall be
effective on the date the Board adopts the Plan. If the stockholders of the
Company fail to approve the Plan within twelve months of the date the Board
approved the Plan, the ISO provisions of the Plan shall terminate, all ISOs
previously granted under the Plan shall become void and of no effect and the
Committee may only grant Nonqualified Options thereafter. The Plan shall
expire ten years after the date the Board approves the Plan and thereafter no
option shall be granted pursuant to the Plan.



     SECTION 15. Non-Exclusivity of the Plan. Neither the adoption by the
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including without limitation, the granting of restricted stock or stock options
otherwise than under the Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.



     SECTION 16. Governing Law. This Plan and any agreements hereunder shall
be interpreted and construed in accordance with the laws of the State of Texas
and applicable federal law.




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