option,” which does not satisfy the conditions of Section 422 of the Code. The award agreement also must specify the number of shares of common stock that may be issued upon exercise of the option and set forth the exercise price of the option. The exercise price for options that qualify as incentive stock options may not be less than 100% of the fair market value of our common stock as of the date of grant. The option exercise price may be satisfied in cash or check payable to Reliant Bancorp. Options have a maximum term of 10 years from the date of grant. The board of directors has broad discretion to determine the terms and conditions upon which options may be exercised.
Transferability. No options under the 2011 Stock Option Plan are transferable other than by will or the laws of descent and distribution.
Amendment and Termination. The board of directors has the authority to amend, alter, suspend, or terminate the 2011 Stock Option Plan at any time. Any amendment to the plan must be approved by the Company’s shareholders to the extent such approval is required by the terms of the 2011 Stock Option Plan, the rules and regulations of the SEC, or the rules and regulations of any exchange upon which Reliant Bancorp’s stock is listed. However, no amendment, alteration, suspension, or termination of the plan may impair the rights of any participant, unless mutually agreed to in writing by the participant and the board of directors.
Adjustments upon Change in Capitalization. In the event of a reorganization, recapitalization, stock split, stock dividend, issuance of securities convertible into stock, combination of shares, merger, consolidation, or any other change in the corporate structure of Reliant Bancorp affecting any shares of stock, or a sale by Reliant Bancorp of all or substantially all of its assets, or any distribution to shareholders other than a normal cash dividend, or any assumption or conversion of outstanding grants as a result of an acquisition, the board of directors is to make appropriate adjustments in the period of time in which non-qualified stock options may be exercised, the number and kind of shares authorized, and any adjustments in outstanding grants of options as deemed appropriate to maintain equivalent value, provided that adjustments to incentive stock options must meet the requirements of Code Sections 422 and 424.
Change in Control. If an event constituting a “change in control” (as defined in the 2011 Stock Option Plan) occurs, the options outstanding under the 2011 Stock Option Plan will continue to vest in accordance with the vesting schedule set forth in the option holder’s stock option agreement and continue to be exercisable in accordance with the terms set forth in the option holder’s stock option agreement.
2015 Equity Incentive Plan
General. On April 23, 2015, the board of directors adopted, and the Reliant Bancorp shareholders later approved at the 2015 annual meeting of Reliant Bancorp shareholders, the Commerce Union Bancshares, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). The purpose of the 2015 Plan is to promote the Company’s interests by attracting and retaining employees through performance-related incentives to achieve long-range performance goals, enabling employees to participate in the financial success of the Company, encouraging ownership of Company stock by employees, and linking employees’ compensation to the long-term interests of the Company and its shareholders. Additionally, the 2015 Plan provides for compensation for directors of Reliant Bancorp and its subsidiaries for their service as members of these companies’ boards of directors. The 2015 Plan provides for incentive stock options, non-qualified stock options, restricted stock grants, performance-based cash and equity awards, and other stock and stock-based awards.
Plan Term. The 2015 Plan’s term commenced upon shareholder approval at the 2015 annual shareholders’ meeting held on June 18, 2015, and will terminate on June 18, 2025 (subject to early termination as described in the 2015 Plan).
Administration. The 2015 Plan is administered by a committee of the board, which the board has designated as the Compensation Committee. Subject to the express provisions of the 2015 Plan, the Compensation Committee is authorized to construe and interpret the 2015 Plan and make all the determinations necessary or advisable for administration of the 2015 Plan.
Eligible Participants. The 2015 Plan provides that all directors and employees of Reliant Bancorp and its affiliated companies and subsidiaries are eligible to receive grants of stock options, restricted stock, performance-based cash and equity awards, and other stock and stock-based awards.
Shares Subject to the 2015 Plan. The 2015 Plan provides for the grant of options to purchase and/or stock-based awards of up to 900,000 shares of Reliant Bancorp’s common stock.
