Florida Regulations 69U-120.003: Stock Options; Requirements for OFR Approval; Stock Bonuses Prohibited
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(1) State banks may provide stock options for its officers and employees, provided that the plan or proposal meets the requirements set forth in Florida Statutes § 658.35, and as follows:
(a) The grantee of the option is an officer, director, or employee of the bank at the time of granting;
(b) The plan has been approved by a majority of the board of directors and by a majority of the holders of common stock of the bank;
(c) The plan or agreement shall contain a provision which states that all rights to the option shall cease if the employment of the optionee is terminated by the bank for cause. The plan or agreement should define what constitutes cause.
(2) Existing shareholders shall have no preemptive rights in the shares reserved for the option or options.
(3) OFR shall not approve any stock option plan where:
(a) The number of shares allocable to any person is unreasonable in relation to the purpose of the plan and the needs of the bank;
(b) The number of shares subject to the plan is unreasonable in relation to the bank’s capital structure and anticipated growth; or
(c) The bank plans to provide the necessary shares by purchasing the stock as treasury shares, unless the bank has total capital accounts in excess of 8 percent of total assets.
(4) The option shall not be assignable by the optionee, except that the personal representative or legal guardian of the optionee’s estate may have a reasonable time to exercise such option.
(5) The plan or agreement shall not permit the grant of an option at less than par value or fair market value where such grant would result in a loss to the bank.
Rulemaking Authority Florida Statutes § 655.012(2). Law Implemented 658.34, 658.35 FS. History-New 2-13-77, Amended 6-30-81, Formerly 3C-11.16, 3C-11.016, Amended 10-29-97, Formerly 3C-120.003, Amended 1-18-21.
Terms Used In Florida Regulations 69U-120.003
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
(b) The plan has been approved by a majority of the board of directors and by a majority of the holders of common stock of the bank;
(c) The plan or agreement shall contain a provision which states that all rights to the option shall cease if the employment of the optionee is terminated by the bank for cause. The plan or agreement should define what constitutes cause.
(2) Existing shareholders shall have no preemptive rights in the shares reserved for the option or options.
(3) OFR shall not approve any stock option plan where:
(a) The number of shares allocable to any person is unreasonable in relation to the purpose of the plan and the needs of the bank;
(b) The number of shares subject to the plan is unreasonable in relation to the bank’s capital structure and anticipated growth; or
(c) The bank plans to provide the necessary shares by purchasing the stock as treasury shares, unless the bank has total capital accounts in excess of 8 percent of total assets.
(4) The option shall not be assignable by the optionee, except that the personal representative or legal guardian of the optionee’s estate may have a reasonable time to exercise such option.
(5) The plan or agreement shall not permit the grant of an option at less than par value or fair market value where such grant would result in a loss to the bank.
Rulemaking Authority Florida Statutes § 655.012(2). Law Implemented 658.34, 658.35 FS. History-New 2-13-77, Amended 6-30-81, Formerly 3C-11.16, 3C-11.016, Amended 10-29-97, Formerly 3C-120.003, Amended 1-18-21.