2015 Non-Qualified Employee Stock Purchase Plan
FIRST HOME BANCORP, INC.
2015 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
First Home Bancorp, Inc. (the Company) believes that it is in the best interest of the Company, its wholly-owned subsidiary, First Home Bank (the Bank), and the Companys shareholders to permit employees of the Company and/or the Bank to apply a portion of their compensation to the purchase of shares of Company common stock (the Shares). Accordingly, the Company hereby adopts this 2015 Non-Qualified Employee Stock Purchase Plan (the Plan).
Section 1. Eligible Employees. Each employee of the Company or the Bank shall be an Eligible Employee, entitled to participate in the Plan. Each Eligible Employee who participates in the Plan is referred to herein as a Participant.
Section 2. Administration. The Plan shall be administered by the Board of Directors of the Company (the Board), which shall have the complete and express authority, subject to the terms of the Plan, to: (i) amend, modify, or discontinue the Plan; (ii) determine and establish the acceptable methods of payment for Shares purchased under the Plan, provided that Shares may be purchased only for cash; (iii) interpret, implement, and administer any and all terms and provisions of the Plan, with advice of counsel or other professionals as may be deemed appropriate, advisable, or otherwise in the best interests of the Company; (iv) adopt, amend, and rescind general and special rules and regulations deemed appropriate, advisable, or otherwise in the best interests of the Company for the administration of the Plan; and (v) take any and all such other actions as may be deemed appropriate, advisable, or otherwise in the best interests of the Company in the creation, modification, amendment, administration, and/or discontinuance of the Plan.
Section 3. Participation in the Plan.
Section 3.1. Initial Enrollment Period. Each Eligible Employee shall be entitled to enroll and participate in the Plan during the initial enrollment period, beginning on the date the Board adopts the Plan and extending through July 31, 2015 (the Initial Enrollment Period). An Eligible Employee who wishes to participate in the Plan must provide the Board written Notice of Participation setting forth the payroll deduction requested for each pay period. After the Initial Enrollment Period, an Eligible Employee may enroll and participate in the Plan only during a Quarterly Enrollment Period pursuant to the provisions of Section 3.2.
Section 3.2. Quarterly Enrollment Period. After the Initial Enrollment Period, an Eligible Employee may enroll and participate in the Plan only during a Quarterly Enrollment Period, which shall run for the first thirty (30) days of each calendar quarter. An Eligible Employee who wishes to participate in the Plan must provide the Board written Notice of Participation setting forth the payroll deduction requested for each pay period. A Participant may terminate his or her participation at any time by providing the Board written Notice of Termination of Participation; however, such a Participant may not re-enroll and participate in the Plan again until the next Quarterly Enrollment Period.
Section 4. Participation. Each Participant may participate in the Plan by authorizing the Company or the Bank, as applicable, to make specified regular post-withholding payroll deductions from the Participants regular post-withholding payroll. Such regular payroll deductions must be no less than $20.00 per pay period nor greater than 10% of the gross amount of such periodic payroll. The Bank shall transmit all of its deductions to the Company and the Company shall retain all deductions for the benefit of each Participant pending the purchase of Shares in accordance with Section 5.
Section 5. Source and Purchase of Shares. (a) The Company shall retain each Participants payroll deductions in accordance with Section 4, and before the dividend record date for the following calendar quarter, purchase and issue for the account of each Participant, a number of Shares equal to the amount deducted for such Participant in the preceding fiscal quarter divided by the Per Share Price. The Per Share Price shall be determined as of two business days preceding the date on which a Share purchase and issuance is to occur and shall equal:
(i) the closing price of a Share, as quoted by the Nasdaq Stock Market (or other nationally recognized quotation service);
(ii) if the Shares are not traded on the Nasdaq Stock Market but are registered on a national securities exchange, the closing sales price of a Share on such national securities exchange;
(iii) if the Shares are not traded on a national securities exchange or through any other nationally recognized quotation service, then the fair market value of a Share as determined by the Board of Directors or the Compensation Committee of the Company, acting in good faith; provided, however, that;
(iv) in no instance shall the Per Share Price ever be less than the greater of its book value or $20.
(b) Notwithstanding anything in paragraph (a) of this Section, each calendar year, the Board of Directors or the Compensation Committee of the Company may authorize a discount up to 10% from the calculation set forth in paragraph (a) for shares purchased during that year.
(c) The Company shall issue Shares from the Companys authorized but unissued shares. To provide for such issuances the Company shall establish a reserve of 40,000 Shares. The number of Shares to be issued under the Plan shall be limited to those 40,000 reserved Shares.
Section 6. No Fractional Shares. No fractional Shares may be purchased or will be issued pursuant to the Plan. In the event that at of the end of any fiscal quarters Share purchase and issuance, there remains a balance in any Participants payroll deduction account which has not been applied to the purchase of Shares because such purchase, if applied, would result in the issuance of a fractional Share, then such balance will be carried over and applied to purchases of Shares in the following fiscal quarter. If, at the time of any Participants termination of
participation in the Plan, there remains a balance in that Participants payroll deduction account because application of such balance to the purchase of Shares would result in the issuance of a fractional Share, then the balance in such account will be returned to such Participant promptly after the effective date of such termination.
Section 7. Book Entry and Certificates. The Company shall maintain records of each Participants Share ownership in book entry form. Upon the request of any Participant, the Company shall issue a Company stock certificate representing such Participants Shares; provided, however, the Company shall not be obligated to issue a certificate for less than 100 Shares and any stock certificate issued for Shares shall bear the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION THAT IS NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS SET FORTH IN THE SECURITIES ACT OF 1933, AS AMENDED, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
Section 8. Shareholder Rights. No Participant shall have any rights as a shareholder of the Company as a result of any compensation payable under the Plan until the actual delivery of the Shares by the Company to the Participant, either in book entry form or as represented by a stock certificate.
Section 9. No Employment Rights. No provision of the Plan shall confer upon any Participant any right to continue in the employ of the Company or the Bank or to interfere with the right of the Company or the Bank to terminate such Participants employment at any time, nor shall the Plan be construed as evidence of any agreement or understanding, expressed or implied, that the Company or the Bank will employ any Participant in any particular position or at any particular rate of remuneration or for any particular period of time. Furthermore, no provision of the Plan shall, be construed so as to limit the right of the Company or the Bank to: (i) terminate any employee at will without cause or reason; (ii) make changes, in its sole and absolute discretion, in its accounting principles or the methods of applying such principles; or (iii) enter into significant transactions with affiliates, or in the Boards sole and absolute discretion, to modify or terminate the Plan.
Section 10. Limitation of Liability. The Plan shall not be construed as creating any right of any employee of the Company or the Bank to receive any benefit hereunder, or as affecting the rights of the Company or the Bank with respect to its employees, but instead, only as establishing the procedures governing participation in the Plan. No Participant shall have any rights or claim against the Company, the Bank, the Board, or any member of the Board by virtue of such Participants participation in the Plan, except with respect to the enforcement of the terms of the Plan. No provision herein shall be deemed to create any trust or fiduciary relationship between the Company or the Bank (or the Board or any member thereof) and any Participant or any other person whatsoever, including without limitation, any employee, officer, or any Eligible Employee hereunder other than the general fiduciary duty owed by officers of the Company and members of the Board to all shareholders of the Company. Furthermore, in the event that any court of competent jurisdiction determines that any person has any enforceable right, claim or remedy hereunder vis-à-vis the Company, the status of such person shall be that of a general unsecured creditor of the Company. As a condition precedent to participation in the Plan, the Board may require any Participant or his/her beneficiary to execute a release and/or an indemnity in such form as the Board shall deem appropriate.
Section 11. Employment of Agents. The Board may employ, upon such terms as it deems appropriate in its sole and absolute discretion, such employees, agents, clerical help, custodians, servants, contractors, professional and other persons as it may deem appropriate, advisable or otherwise in the best interests of the Company to render advice with regard to any responsibility or obligation it may have under the Plan or to perform other services for the effective operation and administration of the Plan, including, without limitation, legal counsel, accountants, trustees and/or certified financial planners.
Section 12. Liability and Indemnification. The Company may purchase insurance to cover potential liability of those persons who shall serve on the Board in administering the Plan, and the Company shall indemnify such persons to the maximum extent permitted by applicable law against any and all liabilities and expenses incurred in connection with any actions or proceedings to which such persons may be made a party by reason of their being or having been a member of the Board and having any responsibility or obligation for the administration of the Plan, provided, however, that no such person shall be entitled to indemnification from the Company for any act determined by a court of competent jurisdiction to be fraudulent or without good faith. Furthermore, no Board member shall be liable to any Participant or officer or employee of the Company or the Bank for any action taken or determination made in good faith or at the advice of counsel.
Section 13. Plan Amendment and Discontinuance. The Company reserves the right to discontinue the Plan at any time. Discontinuance of the Plan will not affect existing ownership of Shares by Participants, but no new purchases shall be permitted through payroll deductions. The Company also reserves the right to amend the terms of the Plan at any time and from time to time.
Section 14. Other Documents. The Company has provided to each Participant and each Participant represents that he or she has reviewed the Companys Disclosure Memorandum, as updated from time to time.
Section 15. Technical Information Regarding the Plan. Neither the Company nor the Bank will be liable for any act performed in good faith or for any good faith omission to act or failure to act, including, without limitation, any claim of liability: (i) arising out of a failure to terminate a Participants participation in the Plan; or (ii) with respect to the prices or times at which Shares are purchased for a Participants account. All stock dividends and stock splits will be added directly to Participants book entry accounts. Transaction processing may either be curtailed or suspended until the completion of any stock dividend, stock split, or other corporate action.
Section 16. Disclaimers. Neither the Company nor the Bank has or will provide any advice, make recommendations, or offer any opinion with respect to whether or not an employee of the Company or the Bank should purchase Shares or otherwise participate in the Plan. Each Participant must make independent investment decisions based upon his or her own judgment and research. The Plan is not insured and is not subject to the Employee Retirement Income Security Act. The Plan is not qualified under Section 401 of the Internal Revenue Code of 1986, as amended.
Section 17. Gender. Pronouns used within the Plan shall be deemed to include both the masculine and feminine gender and words used in the singular shall be deemed to include both the singular and the plural, unless the context indicates otherwise.
Section 18. Headings. The headings of Sections of the Plan are included only for convenience and shall not be construed as a part of the Plan or in any respect affecting or modifying its provisions.
Section 19. Construction. The Plan shall be construed under the laws of the State of Florida (excluding its choice-of-law rules) to the extent not superseded by federal law. Venue for the enforcement of any provision of the Plan shall be in Pinellas County, Florida. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.