Exhibit
10.1



1ST UNITED BANCORP, INC.

OFFICERS’ AND EMPLOYEES’ STOCK OPTION PLAN


ARTICLE I


Definitions


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


                    (a)
“Board” or “Board of Directors” shall mean the board of directors of the
Company.


                    (b)
“Change of Control” shall mean the acquisition, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors.


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


                    (d)
“Company” shall mean 1st United Bancorp, Inc., a Florida
corporation, and its successors.


                    (e)
“Employee” shall mean any individual who is employed with the Company or any of
its Subsidiaries as an officer or employee.


                    (f)
“Incentive Stock Option” shall have the meaning given to it by Section 422 of
the Code.


                    (g)
“Nonstatutory Stock Option” shall mean any Option granted by the Company
pursuant to this Plan which is not an Incentive Stock Option.


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


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


                    (j)
“Optionee” shall mean an Employee who has received an Option granted by the
Company hereunder.






                    (k)
“Plan” shall mean this 1st United Bancorp, Inc. Officers’ and
Employees’ Stock Option Plan.


                    (1)
“Service” shall mean the tenure of an individual, as an Employee of the Company
or any of its Subsidiaries.


                    (m)
“Stock” shall mean the common stock of the Company, par value $.01 per share,
or, in the event that the outstanding shares of Stock are hereafter changed
into or exchanged for shares of a different class of stock or securities of the
Company or some other corporation, such other stock or securities. Upon the
effective date of the Plan (as set forth in Section 2.3 hereof), it Is
contemplated that the Company will have shares of Class A common stock and
shares of Class B common stock: outstanding. For purposes of this Plan, the
term “Stock” shall mean the shares of Class A common stock and, thereafter, the
shares into which such Stock is converted.


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


                    (o)
“Stock Option Committee” shall mean the committee administering the Plan,
pursuant to Article III hereof. The Stock Option Committee shall consist, of at
least two members of the Company’s Board each of whom shall, unless the Board
determines otherwise, meet the requirements for a “non-employee director” as
set forth in Rule 16b-3(b)(3) or any successor provision, promulgated pursuant
to the Exchange Act, and the requirements for an “outside director” as set
forth in Code Section 162(m) and the regulations thereunder.


                    (p)
“Subsidiary” shall mean any corporation or other entity which qualifies as a
subsidiary of a corporation under the definition of “subsidiary corporation”
contained in Section 424(f)of the Code.


ARTICLE II


The Plan


          2.1
Name. This plan shall be known as the “1st United Bancorp,
Inc. Officers’ and Employees’ Stock Option Plan.”


          2.2
Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording to Employees an opportunity to
acquire or increase their proprietary interest in the Company by the grant of
Options to such Employees under the terms set forth herein. By encouraging such
Employees to become owners of Stock of the Company, the Company seeks to
motivate, retain, and attract those highly competent individuals upon, whose
judgment, initiative, leadership, and continued efforts the success of the
Company and its Subsidiaries in large measure depends.


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          2.3
Effective Date. The Plan shall become effective on the Closing Date as
defined in that certain Agreement dated April 9, 2003 by and between the
Company and 1st United, L.L.C.


          2.4
Participants. Only Employees of the Company and its Subsidiaries shall
be eligible to receive Options under the Plan.


ARTICLE III


Plan Administration


          3.1
Stock Option Committee. This Plan shall be administered by the 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 determine the Option
Price (subject to Section 5.2 hereof) and other terms and provisions of each
respective Stock Option Agreement, which need not be identical; (c) to
determine whether the Options granted pursuant to this Plan shall be Incentive
Stock Options or Nonstatutory Stock Options; (d) to construe and interpret the
Plan; and (e) to make ail 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. Unless otherwise indicated by the Stock Option Committee,
Options granted pursuant to this Plan shall be Incentive Stock Options.


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 5% of the shares
of Company Common Stock (i.e., Class
A common stock plus Class B common stock) outstanding, from time to time.
Shares subject to Options which terminate or expire prior to exercise shall be
available for future Options.


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


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


          4.4
Change of Control. Upon a Change of Control, all Options granted under
the Plan shall become exercisable immediately notwithstanding the provisions of
the respective Option agreements regarding exercisability.


ARTICLE V


Options


          5.1
Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting of the Stock Option Committee authorizing the
same and by a written Stock Option Agreement dated as of the date of grant and
executed by the Company and the Optionee, which Stock Option Agreement shall
set forth such terms and conditions as may be determined by the Stock Option
Committee to be consistent with the Plan and shall indicate whether the Option
that it evidences is intended to be an Incentive Stock Option or a Nonstatutory
Stock Option.


          5.2
Option Price. The Option Price of each share of Stock subject to Option
shall not be less than the fair market value of the Stock on the date of grant.
If the Stock is traded on a national securities exchange or on the NASDAQ
National Market System (“NMS”) at the date of grant, then the fair market value
of the Stock on the date of grant shall be equal to the closing price of such
Stock as quoted on such exchange or market as of the trading day immediately
preceding the effective date of such grant. If the Stock is not traded on a
national securities exchange or the NMS at the date of grant, then the fair
market value of the Stock on the date of grant shall be determined


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in good faith by the Board
of Directors using any reasonable method, which shall include consideration of
market quotations to the extent available.


          5.3
Option Exercise. Options may be exercised in whole or in part from time
to time with respect to whole shares only, within the period permitted for the
exercise thereof. Notwithstanding any other provision in this Plan, no option
granted under the Plan may be exercised more than ten (10) years after the date
on which it is granted. Options shall be exercised by: (i) written notice of
intent to exercise the Option with respect to a specific number of shares of
Stock which is delivered by hand delivery or registered or certified mail,
return receipt requested, to the Company at its principal office; and (ii)
payment in full to the Company at such office of the amount of the Option Price
for the number of shares of” Stock, with respect to which the Option is then
being exercised. Payment of the Option Price shall be made in cash, certified
check, cashier’s check, or personal check (and if made by personal check the
shares of Stock issued upon exercise of the Option shall be held by the Company
until the check has cleared); provided,
however, that if at the time of exercise of the Option the Stock is
traded on a national securities exchange or on the NMS or other recognized
trading or quotation system, ail or part of the Option Price may also be paid
by delivery to the Company of shares of Stock previously acquired by the
Optionee (provided the exercise of such Option through this “cashless” feature
is in accordance with applicable federal and state securities laws), which
shall be valued for such purpose at the closing price of such Stock as quoted
on such exchange or market as of the trading day immediately preceding the date
of exercise. In addition to and at the time of payment of the Option Price, the
Optionee shall, if and to the extent requested by the Company, pay to the
Company in cash the full amount of all federal, state, and local withholding or
other employment taxes, if any, applicable to the taxable income of the
Optionee resulting from such exercise, and any sales, transfer, or similar
taxes imposed with respect to the issuance or transfer of shares of Stock in
connection with such exercise.


          5.4
Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the rules thereunder
(a “Qualified Domestic Order”). During the lifetime of an Optionee, the Option
shall be exercisable only by the Optionee or the Optionee’s legal guardian or
personal representative.


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


	
 

	
 

	
 


	
 

	
(a)

	
If an Optionee’s Service
 with the Company and its Subsidiaries shall be terminated for “cause,” as
 defined in Section 5.5(b) hereof, then no Options held by such Optionee,
 which are unexercised in whole or in part, may be exercised on or after the
 date on which such Optionee is first notified in writing by the Company of
 such termination for cause.


	
 

	
 

	
 


	
 

	
(b)

	
For purposes of this
 Section 5.5, termination for “cause” shall mean termination for the
 Optionee’s personal dishonesty, incompetence, willful





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misconduct, breach of
 fiduciary duty, violation of any law, rule, or regulation (other than traffic
 violations or similar offenses) affecting the Company or its Subsidiaries,
 violation of any agreement or order with any bank regulatory agency, failure
 by the Optionee to perform Optionee’s stated duties with the Company or its
 Subsidiaries, or such other circumstances as the Company and/or its
 Subsidiaries determines as resulting in the Optionee’s termination of
 employment for “cause.”


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

	
If an Optionee’s Service
 with the Company and its Subsidiaries shall be terminated by reason of
 retirement at or after age sixty-five (65), then the Optionee shall have the
 right to exercise the Optionee’s Options for one hundred eighty (180) days
 after the date of such termination, but only to the extent that such Options
 were exercisable at the date of such termination; provided, however, that the Stock Option Committee may,
 but shall not be obligated to, allow such Optionee to exercise within such
 time any or all of the Options, if any, held by the Optionee which would not
 yet otherwise be exercisable.


	
 

	
 

	
 


	
 

	
(e)

	
If an Optionee’s Service
 with the Company and its Subsidiaries shall be terminated by reason of the
 death or disability (as defined in Section 5.5(f) hereof) of the Optionee,
 then the personal representative or administrator of the estate of the
 Optionee or the person or persons to whom an Option granted hereunder shall
 have been validly transferred by the personal representative or administrator
 pursuant to the Optionee’s will or the laws of descent and distribution, as
 the case may be, shall have the right to exercise the Optionee’s Options for
 one hundred eighty (180) days after the date of such termination, but only to
 the extent that such Options were exercisable at the date of such
 termination; provided, however, that
 the Stock Option Committee may, but shall not be obligated to, allow such
 Optionee to exercise within such time any or all of the Options, if any, held
 by the Optionee which would not yet otherwise be exercisable.


	
 

	
 

	
 


	
 

	
(f)

	
For purposes of this
 Section 5.5, the terms “disability” and “disabled” shall have the meaning set
 forth in the principal disability insurance policy or similar program then
 maintained by the Company on behalf of Employees or, if no such policy or
 program is then in existence, the meaning then used by





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the United States
 Government in determining persons eligible to receive disability payments
 under the social security system of the United States.


	
 

	
 

	
 


	
 

	
(g)

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





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


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


ARTICLE VI


Incentive Stock Options


          6.1
Requirements. All Incentive Stock Options granted pursuant to the terms
of this Plan shall be subject to the additional limitations and restrictions as
set forth in the Code and in this Article VI. Any Option granted pursuant to
this Plan which does not fulfill all of the provisions of this Article VI shall
not be an Incentive Stock Option and thus shall be a Nonstatutory Stock Option.


          6.2
Grant Period. All Incentive Stock Options granted hereunder must be
granted within ten (10) years from the Effective Date set forth in Section 2.3
which represents the earlier of: (a) the


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date the Plan was adopted by
the Board; or (b) the date the Plan is approved by the shareholders of the
Company.


          6.3
Eligibility. The Stock Option Committee shall determine which Employees
shall receive Incentive Stock Options, No member of the Stock Option Committee shall be eligible to receive
Incentive Stock Options. Incentive Stock Options may not be granted to any
Employee who, at the time the Incentive Stock Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company unless: (a) such Incentive Stock Option by
its terms is not exercisable after the expiration of five (5) years from the
date of its grant; and (b) the Option Price of the shares covered by such
Incentive Stock Option is not less than one hundred and ten percent (110%) of
the fair market value of such shares on the date that such Incentive Stock
Option is granted.


          6.4
Special Rule Regarding Exercisability. If, for any reason, any Option
granted hereunder which is intended to be an Incentive Stock Option shall
exceed the limitation on exercisability contained in the Code at any time, such
Options shall nevertheless be exercisable, but: (a) any exercise of such Option
shall be deemed to be an exercise of an Incentive Stock Option first until the
portion of such Option qualifying as an Incentive Stock Option shall have been
exercised in full; and (b) the portion of such Option in excess of the
foregoing limitation on exercisability shall be deemed to be a Nonstatutory
Stock Option.


ARTICLE VII


Nonstatutory Stock Options


          The
Stock Option Committee may grant Nonstatutory Stock Options under this Plan.
Such Nonstatutory Stock Options must fulfill all of the requirements of all
provisions of this Plan except for those contained in Article VI hereof.
Subject to the approval and acceptance of the Stock Option Committee in its
discretion, any Employee who is granted a Nonstatutory Stock Option pursuant to
this Plan shall be entitled to elect to surrender all or any part of such
Nonstatutory Stock Option to the Company and receive, in exchange, an Incentive
Stock Option covering the same number of shares as those with respect to which
the Nonstatutory Stock Option was surrendered. Any such election shall be valid
and effective only upon its approval and acceptance by the Stock Option
Committee, which may impose additional terms as a condition to its approval.


ARTICLE VIII


Stock Certificates


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


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


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


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


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


ARTICLE IX


Termination, Amendment, and Modification of Plan


          The
Board may at any time terminate, and may at any time and from time to time and
in any respect amend or modify, the Plan;
provided, however, that no such, action of the Board without
approval of the shareholders of the Company may increase the total number of
shares of Stock subject to the Plan except as contemplated in Section 4,3
hereof or alter the class of persons eligible to receive Options under the
Plan, and provided further that no termination, amendment, or modification of
the Plan shall without the written consent of the Optionee of such Option
adversely affect the rights of the Optionee with respect to an outstanding
Option or the unexercised portion thereof.


ARTICLE X


Miscellaneous


          10.1
Continued Employment Not Presumed. This Plan and any document describing
this Plan and the grant of any Option hereunder shall not give any Optionee or
other employee a right to continued employment by the Company or its
Subsidiaries or affect the right of the Company or its Subsidiaries to
terminate the employment of any such person with or without cause.


          10.2
Other Compensation Plans. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation plans in effect for the
Company or its Subsidiaries, nor shall the Plan preclude the Company or its
Subsidiaries from establishing any other forms of incentive or other compensation
for directors, officers, or employees of the Company or its Subsidiaries.


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          10.3
Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.


          10.4
Singular, Plural; Gender. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.


          10.5
Applicable Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Florida.


          10.6
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.


          10.7
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.


	
 

	
 

	
 


	
 

	
1ST
 UNITED BANCORP, INC.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Warren S. Orlando


	
 

	
 

	



	
 

	
 

	
Warren S.
 Orlando, Chairman of the Board





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