Exhibit 99.1
FIRST AMENDMENT
TO
INCENTIVE STOCK OPTION AGREEMENT
Option No. 2001-022-ISO
Granted: August 13, 2002
First Amendment to Incentive Stock Option Agreement (this
"First Amendment") dated as of July 17, 2006 by and between Coast
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Bank of Florida, Inc., a Florida banking corporation (the
"Bank"), and Xxxxx X. Xxxxxx (the "Optionee"), which option has
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been assumed by Coast Financial Holdings, Inc., a Florida
corporation ("CFHI").
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PREAMBLE
WHEREAS, pursuant to an Incentive Stock Option Agreement,
dated as of August 13, 2002 ("Option Agreement"), the Optionee
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was granted options (Option No. 2001-022-ISO) to purchase shares
of common stock, $5.00 par value per share, of the Bank under the
terms and conditions set forth therein and under the Coast Bank
of Florida 2001 Stock Option Plan ("Original Plan");
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WHEREAS, pursuant to a merger transaction effective April
15, 2003, whereby CFHI acquired all the outstanding capital stock
of the Bank, all of the options awarded under the Original Plan
were converted into the right to purchase shares of CFHI common
stock, $5.00 par value per share, under the Coast Financial
Holdings, Inc. 2003 Stock Option Plan ("Coast Financial Stock
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Option Plan") on the same terms and conditions under which they
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could be purchased under the Original Plan;
WHEREAS, the Optionee, a director and former officer of
CFHI, has tendered his resignation from his officer and director
positions with CFHI and its direct or indirect subsidiaries
including the Bank, under the terms of his Option Agreement the
options granted thereunder are scheduled to terminate three
months following the date of such resignation;
WHEREAS, CFHI desires to revise the terms of the Option
Agreement so that such options do not terminate prior to their
stated expiration date due to the Optionee's resignation; and
WHEREAS, the parties here to now desire to amend the Option
Agreement on the terms and conditions set forth herein for the
purpose of making certain neutrally agreed revisions to the
Option Agreement;
NOW, THEREFORE, in consideration of the above and the mutual
representations, warranties, covenants, and agreements herein
contained, the parties hereby agree as follows:
1. Amendments to the Option Agreement. Section 3 of the
Option Agreement is hereby amended by deleting Section 3(c)
thereof in its entirety.
2. Defined Terms. All terms which are capitalized but are
not otherwise defined herein shall have the meanings ascribed to
them in the Option Agreement.
3. Inconsistent Provisions. All provisions of the Option
Agreement which have not been amended by this First Amendment
shall remain in full force and effect. Notwithstanding the
foregoing to the contrary, to the extent that there is any
inconsistency between the provisions of the Option Agreement
and the provisions of this First Amendment, the provisions of
this First Amendment shall control and be binding.
4. Counterparts. The First Amendment may be executed in
one or more counterparts, all of which taken together shall
constitute a single instrument. Execution and delivery may be by
facsimile transmission.
IN WITNESS WHEREOF, each of the parties has caused this
First Amendment to be executed on its behalf by their respective
officers thereunto duly authorized, all as of the date first
written above.
COAST FINANCIAL HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Compensation Committee
The Optionee acknowledges receipt of a copy of Coast
Financial Stock Option Plan and represents that he is familiar
with the terms and provisions thereof, and hereby accepts this
revised Option subject to all of the terms and provisions
thereof. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Board of Directors or the Committee upon any questions arising
under the Plan.
Dated: July 17, 2006 OPTIONEE: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Signature Page to Amendment No. 1
to 2001 Incentive Stock Option Agreement