Exhibit 10.2 The Bank of Venice Directors Stock Option Plan


    
      

      
Exhibit
      10.2

    
 

    THE
      BANK OF VENICE

    DIRECTORS’
      STOCK OPTION PLAN

    


    ARTICLE
      I

    


    Definitions

    


    As
      used
      herein, the following terms have the meanings hereinafter set forth unless
      the
      context clearly indicates to the contrary:

    


    (a) “Bank”
      shall mean The Bank of Venice, a Florida banking corporation. 

    


    (b) “Board”
      or “Board of Directors” shall mean the board of directors of the
      Bank.

    


    (c) “Change
      of Control” shall be deemed to have occurred if an entity or person (including a
“Group”) as defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
      becomes the beneficial owner (as defined in Rule 13d-3 promulgated thereunder)
      of shares of Bank Stock having 50% or more of the total number of votes that
      may
      be cast for the election of directors of the Bank, except in connection with
      any
      transaction involving the formation of a bank holding company for the
      Bank.

    


    (d) “Code”
      shall mean the Internal Revenue Code of 1986, as amended, unless otherwise
      specifically provided herein.

    


    (e) “Director”
      shall mean any individual who is serving as a director of the Bank.

    


    (f) “Option”
      shall mean an option to purchase Stock granted by the Bank pursuant to the
      provisions of this Plan.

    


    (g) “Option
      Price” shall mean the purchase price of each share of Stock subject to Option,
      as defined in Section 5.2 hereof.

    


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

    


    (i) “Plan”
      shall mean this The Bank of Venice Directors’ Stock Option Plan.

    


    (j) “Service”
      shall mean the tenure of an individual as a Director of the Bank.

    


    (k) “Stock”
      shall mean the common stock of the Bank, par value $5.00 per share, or, in
      the
      event that the outstanding shares of Stock are hereafter changed into or
      exchanged for shares of a different class of stock or securities of the Bank
      or
      some other corporation, such other stock or securities.

    


    (l) “Stock
      Option Agreement” shall mean the agreement between the Bank and the Optionee
      under which the Optionee may purchase Stock pursuant to the Plan.

    


    (m) “Stock
      Option Committee” shall mean the Board.

    


    ARTICLE
      II

    


    The
      Plan

    


    2.1 Name.
      This
      plan shall be known as the “The Bank of Venice Directors’ Stock Option
      Plan.”

    


    2.2 Purpose.
      The
      purpose of the Plan is to advance the interests of the Bank and its shareholders
      by affording to the Directors of the Bank an opportunity to acquire or increase
      their proprietary interest in the Bank by the grant of Options to such Directors
      under the terms set forth herein in recognition of their efforts in connection
      with the organization and operation of the Bank. 

    


    2.3 Effective
      Date.
      The
      Plan shall become effective on the later of the approval of this Plan by (i)
      the
      Florida Department of Banking and Finance, or (ii) by the holders of a majority
      of the outstanding shares of Stock.

    


    2.4 Participants.
      Only
      Directors of the Bank shall be eligible to receive Options under the
      Plan.

    


    ARTICLE
      III

    


    Plan
      Administration

    


    3.1 Stock
      Option Committee.
      This
      Plan shall be administered by the Stock Option Committee. 

    


    3.2 Power
      of the Stock Option Committee.
      The
      Stock Option Committee shall have full authority and discretion: (a) to
      determine, consistent with the provisions of this Plan, which of the Employees
      will be granted Options to purchase any shares of Stock which may be issued
      and
      sold hereunder as provided in Section 4.1 hereof, the times at which Options
      shall be granted, and the number of shares of Stock covered by each Option;
      (b)
      to construe and interpret the Plan; (c) to determine the terms and provisions
      of
      each respective Stock Option Agreement, which need not be identical; and (d)
      to
      make all other determinations and take all other actions deemed necessary or
      advisable for the proper administration of the Plan. All such actions and
      determinations shall be conclusively binding upon all persons for all purposes.
      

    


    


    ARTICLE
      IV

    


    Shares
      of
      Stock Subject to Plan

    


    4.1 Limitations.
      Subject
      to adjustment pursuant to the provisions of Section 4.3 hereof, the number
      of
      shares of Stock which may be issued and sold hereunder pursuant to Stock Option
      Agreements shall not exceed Forty Two Thousand Three Hundred Ninety (42,390)
      shares. Shares issued pursuant to the exercise of Options may be either
      authorized and unissued shares or shares issued and thereafter acquired by
      the
      Bank.

    


    4.2 Options
      Granted Under Plan.
      Shares
      of Stock with respect to which an Option granted hereunder shall have been
      exercised shall not again be available for Option hereunder. If Options granted
      hereunder shall terminate for any reason without being wholly exercised, then
      the Stock Option Committee shall have the discretion to grant new Options to
      Optionees hereunder covering the number of shares to which such terminated
      Options related.

    


    4.3 Stock
      Adjustments; Mergers and Combinations.
      Notwithstanding any other provision in this Plan, if the outstanding shares
      of
      Stock are increased or decreased or changed into or exchanged for a different
      number or kind of shares or other securities of the Bank or of any other
      corporation by reason of any merger, sale of stock, consolidation, liquidation,
      recapitalization, reclassification, stock split up, combination of shares,
      or
      stock dividend, the total number of shares set forth in Section 4.1 shall be
      proportionately and appropriately adjusted by the Stock Option Committee. If
      the
      Bank continues in existence, the number and kind of shares that are subject
      to
      any Option and the Option Price per share shall be proportionately and
      appropriately adjusted without any change in the aggregate price to be paid
      therefor upon exercise of the Option. If the Bank will not remain in existence
      or a majority of its stock will be purchased or acquired by a single purchaser
      or group of purchasers acting together, then the Stock Option Committee may
      (i)
      declare that all Options shall terminate 30 days after the Stock Option
      Committee gives written notice to all Optionees of their immediate right to
      exercise all Options then outstanding (without regard to limitations on exercise
      otherwise contained in the Options), or (ii) notify all Optionees that all
      Options granted under the Plan shall apply with appropriate adjustments as
      determined by the Stock Option Committee to the securities of the successor
      corporation to which holders of the numbers of shares subject to such Options
      would have been entitled, or (iii) some combination of aspects of (i) and (ii).
      The determination by the Stock Option Committee as to the terms of any of the
      foregoing adjustments shall be conclusive and binding.

    


    4.4 Acceleration
      of Option Exercise.
      Subject
      to Section 4.3, upon dissolution or liquidation of the Bank, any merger or
      combination in which the Bank is not a surviving corporation, or sale of
      substantially all of the assets of the Bank is involved, or upon any Change
      of
      Control, the Optionee shall have the right to exercise his Option thereafter
      in
      whole or in part notwithstanding the provisions of Section 5.3 hereof, to the
      extent that it shall not have been exercised.

    


    


    ARTICLE
      V

    


    Options

    


    5.1 Option
      Grant and Agreement.
      Each
      Option granted hereunder shall be evidenced by minutes of a meeting of the
      Stock
      Option Committee authorizing the same and by a written Stock Option Agreement
      dated as of the date of grant and executed by the Bank and the Optionee, which
      Stock Option Agreement shall set forth such terms and conditions as may be
      determined by the Stock Option Committee to be consistent with the
      Plan.

    


    5.2 Option
      Price.
      Subject
      to adjustment pursuant to the provisions of Section 4.3 hereof, the Option
      Price
      of each share of Stock subject to Option shall be the greater of Ten and 00/100
      Dollars ($10.00) or the fair market value of the Stock on the date of grant.
      If
      the Stock is publicly held and actively traded in an established market on
      the
      date of grant, then the fair market value of the Stock on the date of grant
      shall be determined by the Board of Directors by any reasonable method using
      market quotations. If the Stock is not publicly held and actively traded in
      an
      established market on the date of grant, then the fair market value of the
      Stock
      on the date of grant shall be determined in good faith by the Board of Directors
      using any reasonable method. Notwithstanding the foregoing, at no time shall
      the
      exercise price be less than the fair market value of the shares on the date
      the
      Option is granted or the par value thereof as determined by the Board of
      Directors.

    


    5.3 Option
      Exercise.
      Options
      may be exercised in whole or in part from time to time with respect to whole
      shares only, within the period permitted for the exercise thereof. Each Option
      shall become exercisable in the following manner:

    


    
      	 	 	
              (a)

            	
              During
                the first five years after the date of grant of such Option, no portion
                of
                the Option shall be exercisable;
                and

            


    

    


    
      	 	 	
              (b)

            	
              During
                the sixth and each succeeding year after the date of grant of such
                Option,
                such Option shall be exercisable as to all shares covered by such
                Option.

            


    

    


    Notwithstanding
      any other provision in this Plan, no option granted under the Plan may be
      exercised more than ten (10) years after the date on which it is granted.
      Options shall be exercised by: (i) written notice of intent to exercise the
      Option with respect to a specific number of shares of Stock which is delivered
      by hand delivery or registered or certified mail, return receipt requested,
      to
      the Bank at its principal office; (ii) payment in full (by a check or money
      order payable to “The Bank of Venice”) to the Bank at such office of the amount
      of the Option Price for the number of shares of Stock with respect to which
      the
      Option is then being exercised; and (iii) delivery by the Optionee to the Bank
      of the signed Shareholder Agreement in the form of that attached to this Plan
      as
      Exhibit A. In addition to and at the time of payment of the Option Price, the
      Optionee shall pay to the Bank in cash the full amount of all federal, state,
      and local withholding or other employment taxes, if any, applicable to the
      taxable income of the Optionee resulting from such exercise, and any sales,
      transfer, or similar taxes imposed with respect to the issuance or transfer
      of
      shares of Stock in connection with such exercise.

    


    5.4 Nontransferability
      of Option.
      No
      Option shall be transferred by an Optionee otherwise than by will or the laws
      of
      descent and distribution. During the lifetime of an Optionee, the Option shall
      be exercisable only by him or by his legal guardian or personal
      representative.

    


    5.5 Effect
      of Death, Disability, Retirement, or Other Termination of
      Service.

    


    
      	 	 	
              (a)

            	
              If
                an Optionee’s Service with the Bank shall be terminated for any reason
                other than the retirement at age sixty-five (65) or the disability
                (as
                defined in Section 5.5(c) hereof) or death of the Optionee, then
                no
                Options held by such Optionee, which are unexercised in whole or
                in part,
                may be exercised on or after such termination of
                Service.

            


    

    


    
      	 	 	
              (b)

            	
              If
                an Optionee’s Service with the Bank shall be terminated by reason of
                retirement at age sixty-five (65) or the death or disability (as
                defined
                in Section 5.5(c) hereof) of the Optionee, then the Optionee or personal
                representative or administrator of the estate of the Optionee or
                the
                person or persons to whom an Option granted hereunder shall have
                been
                validly transferred by the personal representative or administrator
                pursuant to the Optionee’s will or the laws of descent and distribution,
                as the case may be, shall have the right to exercise the Optionee’s
                Options for ninety (90) days after the date of such termination,
                but only
                to the extent that such Options were exercisable at the date of such
                termination; provided,
                however,
                that if such retirement, death or disability occurs during the first
                five
                years following the date of grant of the Option, then, notwithstanding
                any
                other provision of this Plan, the Option shall be deemed exercisable
                to
                the extent of the product obtained by multiplying (i) the number
                of shares
                subject to the Options, by (ii) the quotient obtained by dividing
                the
                number of full months of the Optionee’s Service with the Bank prior to
                termination of Service, divided by 60.


            


    

    


    
      	 	 	
              (c)

            	
              For
                purposes of this Section 5.5, the terms “disability” and “disabled” shall
                have the meaning set forth in the principal disability insurance
                policy or
                similar program then maintained by the Bank on behalf of its employees
                or,
                if no such policy or program is then in existence, the meaning then
                used
                by the United States Government in determining persons eligible to
                receive
                disability payments under the social security system of the United
                States.

            


    

    


    
      	 	
              (d)

            	
              No
                transfer of an Option by the Optionee by will or by the laws of descent
                and distribution shall be effective to bind the Bank unless the Bank
                shall
                have been furnished with written notice thereof and an authenticated
                copy
                of the will and/or such other evidence as the Bank may deem necessary
                to
                establish the validity of the transfer and the acceptance by the
                transferee or transferees of the terms and conditions of such
                Option.

            


    

    


    5.6 Rights
      as Shareholder.
      An
      Optionee or a transferee of an Option shall have no rights as a shareholder
      with
      respect to any shares of Stock subject to such Option prior to the purchase
      of
      such shares by exercise of such Option as provided herein.

    


    5.7 Investment
      Intent.
      Upon or
      prior to the exercise of all or any portion of an Option, the Optionee shall
      furnish to the Bank in writing such information or assurances as, in the Bank’s
      opinion, may be necessary to enable it to comply fully with the Securities
      Act
      of 1933, as amended, and the rules and regulations thereunder and any other
      applicable statutes, rules, and regulations. Without limiting the foregoing,
      if
      a registration statement is not in effect under the Securities Act of 1933,
      as
      amended, with respect to the shares of Stock to be issued upon exercise of
      an
      Option, the Bank shall have the right to require, as a condition to the exercise
      of such Option, that the Optionee represent to the Bank in writing that the
      shares to be received upon exercise of such Option will be acquired by the
      Optionee for investment and not with a view to distribution and that the
      Optionee agree, in writing, that such shares will not be disposed of except
      pursuant to an effective registration statement, unless the Bank shall have
      received an opinion of counsel reasonably acceptable to it to the effect that
      such disposition is exempt from the registration requirements of the Securities
      Act of 1933, as amended. The Bank shall have the right to endorse on
      certificates representing shares of Stock issued upon exercise of an Option
      such
      legends referring to the foregoing representations and restrictions or any
      other
      applicable restrictions on resale or disposition as the Bank, in its discretion,
      shall deem appropriate.

    


    ARTICLE
      VI

    


    Stock
      Certificates

    


    The
      Bank
      shall not be required to issue or deliver any certificate for shares of Stock
      purchased upon the exercise of any Option granted hereunder or of any portion
      thereof, prior to fulfillment of all of the following conditions:

    


    (a) The
      admission of such shares to listing on all stock exchanges on which the Stock
      is
      then listed, if any;

    


    (b) The
      completion of any registration or other qualification of such shares under
      any
      federal or state law or under the rulings or regulations of the Securities
      and
      Exchange Commission or any other governmental regulatory agency, which the
      Bank
      shall in its sole discretion determine to be necessary or
      advisable;

    


    (c) The
      obtaining of any approval or other clearance from any federal or state
      governmental agency which the Bank shall in its sole discretion determine to
      be
      necessary or advisable; and

    


    (d) The
      lapse
      of such reasonable period of time following the exercise of the Option as the
      Bank from time to time may establish for reasons of administrative
      convenience.

    


    ARTICLE
      VII

    


    Termination,
      Amendment, and Modification of Plan

    


    The
      Board
      may at any time terminate, and may at any time and from time to time and in
      any
      respect amend or modify, the Plan; provided, however, that no such action of
      the
      Board without approval of the shareholders of the Bank may increase the total
      number of shares of Stock subject to the Plan except as contemplated in Section
      4.3 hereof or alter the class of persons eligible to receive Options under
      the
      Plan, and provided further that no termination, amendment, or modification
      of
      the Plan shall without the written consent of the Optionee of such Option
      adversely affect the rights of the Optionee with respect to an Option or the
      unexercised portion thereof.

    


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

    


    ARTICLE
      VIII

    


    Miscellaneous

    


    8.1 Service.
      Nothing
      in the Plan or in any Option granted hereunder or in any Stock Option Agreement
      relating thereto shall confer upon any Director the right to continue in the
      Service of the Bank.

    


    8.2 Other
      Compensation Plans.
      The
      adoption of the Plan shall not affect any other stock option or incentive or
      other compensation plans in effect for the Bank, nor shall the Plan preclude
      the
      Bank from establishing any other forms of incentive or other compensation for
      directors, officers, or employees of the Bank.

    


    8.3 Plan
      Binding on Successors.
      The
      Plan shall be binding upon the successors and assigns of the Bank.

    


    8.4 Singular,
      Plural; Gender.
      Whenever used herein, nouns in the singular shall include the plural, and the
      masculine pronoun shall include the feminine gender.

    


    8.5 Applicable
      Law.
      This
      Plan shall be governed by and construed in accordance with the laws of the
      State
      of Florida.

    


    8.6 Headings,
      etc., No Part of Plan.
      Headings of Articles and Sections hereof are inserted for convenience and
      reference; they constitute no part of the Plan.

    


    8.7 Severability.
      If any
      provision or provisions of this Plan shall be held to be invalid, illegal,
      or
      unenforceable, the validity, legality, and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

    


    IN
      WITNESS WHEREOF, the undersigned President and Chief Executive Officer of the
      Bank has signed this Plan for and on behalf of the Bank.

    


    


    
      	 	 	 
	 	
              David
                F. Voigt

              President
                and Chief Executive Officer

            


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    The
      Bank of Venice

    240
      Nokomis Avenue, South

    Venice,
      Florida 34285

    


    SHAREHOLDER
      AGREEMENT

    


    In
      connection with the purchase by the undersigned Optionee of shares of The Bank
      of Venice (“Bank”) common stock (the “Shares”), the Optionee understands that
      the Bank has filed an election with the Internal Revenue Service to have the
      Bank treated as an S Corporation under the Internal Revenue Code. The Optionee
      also understands that this election must be signed by each shareholder of the
      Bank. Accordingly, the Optionee also has attached to this Agreement a completed
      S Corporation Election Form. In addition to signing the election, each Bank
      shareholder also must maintain eligibility to hold S corporation stock. The
      Optionee also understands that if the Bank shares are ever transferred by a
      Bank
      shareholder to an individual who is not eligible to own S corporation stock,
      then the Bank’s S corporation election will terminate. Accordingly, the Optionee
      understands the Bank is requiring each Bank shareholder to sign a form of this
      Agreement which will serve as an agreement between the Bank and the shareholder
      as to the shares of Common Stock owned by the shareholder, in order to preserve
      for the Bank and its shareholders the benefits of the S corporation
      election.

    


    The
      Optionee hereby represents, warrants and agrees to the Bank and the Bank
      shareholders as follows:

    


    	1.  	
            The
              Optionee is eligible to hold and own shares of an S Corporation under
              the
              Internal Revenue Code.

          


    


    	2.  	
            The
              Optionee has signed the form to be filed by the Bank with the Internal
              Revenue Service electing treatment by the Bank as an S corporation
              under
              the Internal Revenue Code and will promptly file any additional documents
              or agreements requested by the Bank relating to the S corporation
              election.

          


    


    	3.  	
            The
              Shares will not be transferred by the Optionee to any individual who
              is
              not eligible to own S Corporation stock. Prior to transferring any
              of the
              Shares, the Optionee will provide to the President of the Bank such
              documentation as the Bank in its sole discretion may require in order
              to
              assure that the proposed transfer is to an individual who is eligible
              to
              hold S corporation stock. If the individual is not so eligible, the
              Optionee will not transfer the Shares. The Optionee understands that
              the
              Shares may not be transferred by the Optionee to any entity, including
              any
              trust.

          


    


    	4.  	
            The
              Optionee understands that an S corporation can have no more than 75
              shareholders. As a result, the Optionee understands that there may
              be
              circumstances where the Optionee would like to transfer all or any
              part of
              the Shares to a person eligible to own S corporation stock, but the
              Optionee’s transfer, either alone or in combination with other transfers,
              may cause the number of Bank shareholders to exceed the limitation
              on the
              number of S corporation shareholders. The Optionee agrees that the
              Optionee will not transfer the Shares to more than one individual.
              The
              Optionee also understands that prior to registering any transfer of
              the
              Optionee’s Shares the Bank has the right to request from the Optionee’s
              attorney a legal opinion that the transfer of Shares is in compliance
              with
              the terms of this agreement, including that the transferee is an
              individual eligible to own S corporation
              stock.

          


    


    	5.  	
            The
              Optionee understands that this agreement is irrevocable and will survive
              the Optionee’s death or disability and will be binding upon the Optionee’s
              heirs, executors, administrators and permitted successors and assigns.
              The
              Optionee understands that any permitted transferee of the Shares will
              take
              such Shares subject to the terms of this agreement and must enter into
              an
              agreement with the Bank similar to this agreement prior to the Bank
              registering any transfer of the Shares.

          


    


    	6.  	
            The
              Optionee understands that the certificates for the Optionee’s Shares will
              be legended to reflect the agreements and restrictions on the transfer
              of
              the Optionee’s Shares set forth in this letter, and that the Bank will not
              register or recognize any transfer of the Shares in violation of this
              agreement. The Optionee agrees to promptly deliver to the Bank upon
              request by the Bank all certificates for the Optionee’s Shares in order
              that the Bank may place a legend on each such certificate in accordance
              with the foregoing.

          


    


    	7.  	
            The
              Optionee either alone or with the Optionee’s purchaser representative(s)
              has the knowledge and experience in financial and business matters
              that
              the Optionee is capable of evaluating the merits and risks of the purchase
              of the Shares.

          


    


    	8.  	
            The
              Optionee understands the consequences of the agreements set forth in
              this
              letter and will indemnify the Bank and its directors, officers and
              agents
              from and against all claims, damages, losses, costs and expenses
              (including reasonable attorneys’ fees) which they may incur, directly or
              indirectly, by reason of the failure by the Optionee to fulfill any
              of the
              terms and conditions of this agreement.

          


    


    IN
      WITNESS WHEREOF, the undersigned Optionee has signed this Shareholder Agreement
      this ___ day of ______________, 2002.

    


    
      	 	 	 
	 	
              (Signature
                of Optionee)

            	 
	 	 	 
	 	
              (Name
                of Optionee)