VALLEY NATIONAL BANCORP (Form: S-8, Received: 12/29/2017 10:56:39)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on December 29, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

VALLEY NATIONAL BANCORP

(Exact name of registrant as specified in its charter)

New Jersey

22-2477875

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1455 Valley Road

Wayne, New Jersey 07470

(Address, including zip code of registrant’s principal executive offices)

USAMERIBANCORP, INC. 2006 STOCK OPTION AND RESTRICTED STOCK PLAN, AS AMENDED

USAMERIBANCORP, INC. 2015 LONG-TERM INCENTIVE PLAN

(Full title of the Plans)

Ronald H. Janis

Senior Executive Vice President & General Counsel

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07470

(973) 305-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Michael T. Rave, Esq.

Day Pitney LLP

One Jefferson Road

Parsippany, NJ 07054

(973) 966-8123

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered	Amount to be Registered (1)(2)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Common Stock, no par value	336,379 ⁽⁴⁾	$11.49	$3,864,994.71	$481.19
Common Stock, no par value	1,855,017 ⁽⁵⁾	$11.49	$21,314,145.30	$2,653.61
Total				$3,134.80

(1)

Pursuant to the Agreement and Plan of Merger, dated as of July 26, 2017 (the “Merger Agreement”), between Valley National Bancorp (“Valley” or the “Company”) and USAmeriBancorp, Inc. (“Bancorp”), Valley assumed all the outstanding unvested restricted stock units of Bancorp and all the outstanding options to purchase shares of common stock of Bancorp granted under the USAmeriBancorp, Inc. 2006 Stock Option and Restricted Stock Plan, as amended (the “2006 Plan”), and the USAmeriBancorp, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan” and together with the 2006 Plan, the “Plans”), in each case subject to their continued vesting schedules and conditions. The assumed restricted stock units may be settled solely with shares of Valley common stock, with appropriate adjustments to the number of shares underlying the assumed restricted stock units in accordance with the terms of the Merger Agreement. The assumed options became exercisable solely to purchase shares of Valley common stock, with appropriate adjustments to the number of shares into which the assumed options are exercisable and the exercise price of such options, in accordance with the terms of the Merger Agreement.

(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this Registration Statement also covers an indeterminate number of shares of common stock that may be issuable pursuant to anti-dilution provisions contained in the Plans.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based on the average of the high and low prices of the Company’s common stock as reported on the New York Stock Exchange on December 21, 2017.

(4)	Represents shares of Valley common stock issuable upon vesting of assumed restricted stock units granted under the 2015 Plan.

(5)	Represents shares of Valley common stock issuable upon exercise of assumed stock options granted under the Plans.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information. *

Not filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information. *

Not filed with this Registration Statement.

*	All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Documents Incorporated By Reference.

The following documents filed by Valley National Bancorp (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement:

The Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017.

The Company’s Current Reports on Form 8-K filed with the Commission on January 1, 2017, January 9, 2017, January 26, 2017, May 2, 2017, July 26, 2017 (two reports), July 28, 2017, August 1, 2017, November 2, 2017, November 15, 2017 and December 15, 2017.

The description of the Company’s common stock contained in the Registration Statement on Form 8-A filed by the Company pursuant to Section 12 of the Securities Exchange Act of 1934, and any amendment or report filed for the purpose of updating such description.

Information in Current Reports on Form 8-K furnished to the Commission, including under Item 2.02 or 7.01 of Form 8-K, prior, on or subsequent to the date hereof is not and will not be incorporated herein by reference.

In addition, all documents hereafter filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby incorporated herein by reference and are a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Indemnification . Article VI of the Company’s certificate of incorporation provides that the corporation shall indemnify its present and former officers, directors, employees, and agents and persons serving at its request against expenses, including attorney’s fees, judgments, fines or amounts paid in settlement, incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by the New Jersey Business Corporation Act. The Article also provides that such indemnification shall not exclude any other rights to indemnification to which a person may otherwise be entitled, and authorizes the corporation to purchase insurance on behalf of any of the persons enumerated against any liability whether or not the corporation would have the power to indemnify him under the provisions of Article VI.

The New Jersey Business Corporation Act empowers a corporation to indemnify a corporate agent against his expenses and liabilities incurred in connection with any proceeding (other than a derivative lawsuit) involving the corporate agent by reason of his being or having been a corporate agent if (a) the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful. For purposes of the Act, the term “corporate agent” includes any present or former director, officer, employee or agent of the corporation, and a person serving as a “corporate agent” at the request of the corporation for any other enterprise.

With respect to any derivative action, the corporation is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the New Jersey Superior Court or the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable to the corporation.

The corporation may indemnify a corporate agent in a specific case if a determination is made by any of the following that the applicable standard of conduct was met: (i) the board of directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by independent legal counsel, if there is not a quorum of disinterested directors or if the disinterested quorum empowers counsel to make the determination; or (iii) by the shareholders.

A corporate agent is entitled to mandatory indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim, issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification is permissive or mandatory, the agent may apply to a court to grant him the requested indemnification. In advance of the final disposition of a proceeding, the corporation may pay an agent’s expenses if the agent agrees to repay the expenses unless it is ultimately determined he is entitled to indemnification.

Exculpation. Article VII of the Company’s certificate of incorporation provides:

A director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders, except that this provision shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (i) in breach of such person’s duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended after approval by the shareholders of this provision to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director and/or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended.

Any repeal or modification of the foregoing paragraph by the shareholders of the Corporation or otherwise shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

The New Jersey Business Corporation Act, as it affects exculpation, has not been changed since the adoption of this provision by the Company in 1987.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


5.1		Opinion of Day Pitney LLP (filed herewith)

23.1		Consent of KPMG LLP (filed herewith)

23.2		Consent of Day Pitney LLP (included in Exhibit 5.1 hereto)

24.1		Power of Attorney (included on the signature page hereto)

99.1		USAmeriBancorp, Inc. 2006 Stock Option and Restricted Stock Plan, as Amended (filed herewith)

99.2		USAmeriBancorp, Inc. 2015 Long-Term Incentive Plan (filed herewith)

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

(2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or

controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Wayne, State of New Jersey, on the 29th day of December, 2017.


V ALLEY N ATIONAL B ANCORP

By:		/s/ Ronald H. Janis
		Ronald H. Janis Senior Executive Vice President & General Counsel

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ronald H. Janis, Alan D. Eskow and Mitchell L. Crandell as attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to this Registration Statement and any registration statements filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, relating thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Gerald H. Lipkin Gerald H. Lipkin	Chairman of the Board, Chief Executive Officer and Director	December 29, 2017

/s/ Alan D. Eskow Alan D. Eskow	Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 29, 2017

/s/ Mitchell L. Crandell Mitchell L. Crandell	First Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	December 29, 2017

/s/ Andrew B. Abramson Andrew B. Abramson	Director	December 29, 2017

/s/ Peter J. Baum Peter J. Baum	Director	December 29, 2017

/s/ Pamela R. Bronander Pamela R. Bronander	Director	December 29, 2017



/s/ Eric P. Edelstein Eric P. Edelstein	Director	December 29, 2017

/s/ Mary J. Steele Guilfoile Mary J. Steele Guilfoile	Director	December 29, 2017

/s/ Graham O. Jones Graham O. Jones	Director	December 29, 2017

/s/ Gerald Korde Gerald Korde	Director	December 29, 2017

/s/ Michael L. LaRusso Michael L. LaRusso	Director	December 29, 2017

/s/ Marc J. Lenner Marc J. Lenner	Director	December 29, 2017

/s/ Suresh L. Sani Suresh L. Sani	Director	December 29, 2017

/s/ Jeffrey S. Wilks Jeffrey S. Wilks	Director	December 29, 2017

Exhibit 5.1

LOGO

BOSTON CONNECTICUT FLORIDA NEW JERSEY NEW YORK WASHINGTON, D.C.

DAY PITNEY LLP

Attorneys at Law

One Jefferson Road

Parsippany, NJ 07054

T: (973) 966 6300 F: (973) 966 1015

info@daypitney.com

December 29, 2017

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07470

Re:

Valley National Bancorp

Registration of 2,191,396 Shares of Common Stock

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) filed by Valley National Bancorp, a New Jersey corporation (the “Company”), relating to the registration under the Securities Act of 1933, as amended (the “Act”), of 2,191,396 shares of common stock of the Company, no par value (the “Shares”), issuable pursuant to outstanding equity awards assumed by the Company pursuant to the terms of the Agreement and Plan of Merger, dated as of July 26, 2017 (the “Merger Agreement”), between the Company and USAmeriBancorp, Inc. (“Bancorp”). Pursuant to the Merger Agreement, the Company assumed such outstanding equity awards of Bancorp under the USAmeriBancorp, Inc. 2006 Stock Option and Restricted Stock Plan, as amended, and the USAmeriBancorp, Inc. 2015 Long-Term Incentive Plan (the “Plans”), subject to appropriate adjustments.

We have examined originals, or copies certified or otherwise identified to our satisfaction, of the Plans and such corporate records, documents, agreements, instruments and certificates of public officials of the State of New Jersey and of officers of the Company and of Bancorp as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth.

In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons and conformity with the originals of all documents submitted to us as copies.

Based upon the foregoing, and subject to the qualifications and limitations set forth herein and completion of the transactions contemplated by the Merger Agreement, we are of the opinion that the Shares will be validly issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Act; (ii) the Shares have been duly issued as contemplated by the Registration Statement (including the Prospectuses which are not filed herewith) and the Plans; and (iii) either a certificate representing such Shares shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the agreed consideration therefor, if any, or if any such Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchaser thereof, upon payment of the agreed consideration therefor, if any, in accordance with the terms of the Plans.

The foregoing opinion is limited to the laws of the State of New Jersey. We express no opinion as to the effect of the laws of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Day Pitney LLP

Day Pitney LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Valley National Bancorp:

We consent to the use of our reports dated February 28, 2017, with respect to (i) the consolidated statements of financial condition of Valley National Bancorp as of December 31, 2016 and 2015 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016 and (ii) the effectiveness of internal control over financial reporting as of December 31, 2016, which reports appear in the December 31, 2016 annual report on Form 10-K of Valley National Bancorp, incorporated herein by reference in the Registration Statement on Form S-8.

/s/ KPMG LLP

Short Hills, New Jersey

December 29, 2017

EXHIBIT 99.1

USAMERIBANCORP, INC.

2006 STOCK OPTION AND

RESTRICTED STOCK PLAN, AS AMENDED

1. Purpose. The purpose of this Stock Option and Restricted Stock Plan (the “Plan”) is to further the interests of USAMERIBANCORP, INC. a Florida corporation that is a bank holding company operating commercial banking corporation subsidiaries (the “Company”) and the Company’s shareholders by providing incentives in the form of stock option grants and awards of Shares (as that capitalized term is defined below) of restricted stock to Company and subsidiary employees who contribute materially to the success and profitability of the Company and its subsidiaries, thereby recognizing and rewarding outstanding individual performances and contributions in a manner that will establish the grantees as potential equity owners of the Company and likely enhance their proprietary interest in the Company’s continued success and progress, and better enable the Company to attract and retain experienced and valued employees.

2. Administration. This Plan will be administered by the Company’s Board of Directors or a committee of the Board of Directors to which the Board of Directors has delegated the administration of the Plan. The term “Board” shall mean the Board of Directors or a committee of Board of Directors as described in the first sentence of this Section 2. The Board shall have exclusive authority to (a) select participants, determine and fix the amount and duration of award(s) made to each participant, and make all other determinations necessary or advisable under the Plan; (b) determine whether the performance of an eligible employee warrants an award under the Plan; (c) construe and interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to take all actions necessary or advisable for the Plan’s administration; and (d) determine, by resolution (i) which potential participants will be awarded options or Shares of restricted stock, (ii) the number of Shares which may be purchased by exercise of each option or under each award of Shares of restricted stock, and (iii) the terms of any option or award of Shares of restricted stock granted to a participant. Any such determination made by the Board will be final and binding on all persons. No member of the Board will be liable for performing any act or making any determination in good faith and in compliance with the terms of the Plan.

3. Participants. Any employee of the Company or its subsidiaries that the Board designates shall be eligible to participate in this Plan to receive grants of Incentive Stock Options (as that capitalized term is defined below) and awards of Shares of restricted stock. The Board’s designation of a person as a participant in any year does not require the Board to designate that person to receive an award under this Plan in any other year, or, if so designated, to receive the same award as any other participant in any year. The Board may consider such factors as it deems pertinent in selecting participants and in determining the amount of their respective awards, including, but without being limited to (a) the financial condition of the Company and/or its subsidiaries; (b) expected profits for the current or future years; (c) the contributions of a prospective participant to the profitability and success of the Company and/or its subsidiaries; and (d) the adequacy of the prospective participant’s other compensation. The Board, in its discretion, may grant benefits to a participant, even though stock options, award of Shares of restricted stock or other benefits previously were granted to the participant under this or another

plan of the Company, whether or not the previously granted benefits have been exercised, but the participant may hold such options only on the terms and subject to the restrictions hereafter set forth. A person who has participated in another benefit plan of the Company may also participate in this Plan.

4. Kinds of Benefits. Awards under this Plan, if any, will either be granted in the form of options to acquire Shares or awards of Shares of restricted stock, as described below. The Board shall determine whether the option granted to a participant who is an employee of the Company or its subsidiaries shall be an “Incentive Stock Option,” as defined in Code Section 422.

5. Shares. Wherever used in this Plan the word “Share” or “Shares” shall be deemed to refer to share(s) of the Company’s single class of authorized common stock, [ $_.00 ] par value per share, or other securities resulting from an adjustment under Section 18 of the Plan. The number of Shares reserved for awards of shares of restricted stock and issuance upon exercise of options granted under the Plan shall be 1,200,000, subject to automatic adjustment in accordance with the referenced Section 18. If an option is terminated, in whole or in part, for any reason other than its exercise, or is surrendered prior to its termination, the number of Shares no longer subject thereto shall thereupon be released and thereafter be available for issuance upon the exercise of any one or more new options granted or any one or more awards of Shares of restricted stock under the Plan to the fullest extent permitted by then applicable law or regulation. If an award of Shares of restricted stock is terminated, in whole or in part, or is surrendered prior to its termination, the number of Shares no longer subject thereto shall thereupon be released and thereafter be available for issuance upon the exercise of any one or more new options granted or any one or more awards of Shares of restricted stock under the Plan to the fullest extent permitted by then applicable law or regulation.

6. Authority to use Performance Vesting. The Board may, in its discretion, condition the vesting and exercisability of any award of Shares of restricted stock or any option granted under the Plan on satisfaction of (i) any minimum period of continued employment with the Company by the participant the Board deems appropriate (“service vesting”), (ii) satisfaction of any of one or more Management Objectives the Board deems appropriate (“performance vesting”), or (iii) any combination of servicing vesting and performance vesting requirements the Board deems appropriate. “Management Objectives” shall mean the achievement of performance objectives established by the Board pursuant to this Plan for participants who have received awards of Shares of restricted stock or grants of options with performance-vesting. One or more of the following business criteria for the Company, on a consolidated basis, and/or specified subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used exclusively by the Board in establishing performance objectives: (1) total stockholder return; (2) such total stockholder return as compared to total return (on a comparable basis) of a publicly available index of companies of a similar capitalization or in similar industries; (3) net income; (4) annual or quarterly sales or net sales; (5) annual revenues; (6) pretax earnings; (7) earnings before interest expense, taxes, depreciation and amortization; (8) pretax operating earnings after interest expense and before bonuses, service fees, and extraordinary or special items; (9) operating margin; (10) earnings per share; (11) return on equity; (12) return on capital; (13) return on investment; (14) operating earnings; (15) working capital or inventory; (16) ratio of debt to stockholders’ equity; or (17) for awards granted before any equity securities of the Company are registered under the Securities Act of 1933 or otherwise publicly traded, any other specific performance measure

established or set forth by the Board. For grants made during periods in which equity securities of the Company are publicly traded, one or more of the foregoing business criteria described in subparagraphs (1) through (16) shall be exclusively used in establishing performance objectives for grants to executive officers that are intended to qualify as “performance-based compensation” under Code Section 162(m).

7. Option Agreements. For each option granted to a participant under the Plan, the Company and the participant shall enter into an option agreement setting forth the terms and conditions on which the option may be exercised. In addition to such other terms as the Board may deem to be advisable, the option agreement for each option shall specify the term of the option, the option exercise price, the number of Shares which may be purchased by exercising such option, and the period of service or other conditions which must be satisfied before the option may be exercised; and shall contain a provision requiring that if any element of the Company’s capital is determined by the Company’s state or primary federal regulatory agency as being below then applicable minimum regulatory requirements, each participant shall, at the request of the Company’s primary federal regulator, either exercise the vested portion of any option held under this Plan or forfeit the same. Each stock option agreement shall expressly designate whether or not the option is intended to be an Incentive Stock Option.

Each option granted to a participant under the Plan shall be subject to the provisions that if the participant’s employment relationship with the Company or its subsidiaries (as applicable) is terminated for “Cause,” as defined in the below, the participant’s right to exercise the options shall expire immediately on the date of the termination of employment. “Cause” shall include, but not be limited to (i) an act or acts of personal dishonesty of a participant at the expense of the Company or any of its subsidiaries, (ii) a willful violation of the participant’s employment duties and responsibilities, (iii) a conviction of the participant of a felony or a crime involving moral turpitude, (iv) unauthorized disclosure of confidential information, (v) competing with the Company or (vi) conduct substantially prejudicial to the Company. The Board shall have the exclusive right to determine whether Cause exists and the Board’s determination shall be binding and conclusive on the participant and the Company.

8. Term of Option. Any option granted under this Plan shall automatically expire ten years after the Date of Grant or, if earlier, as described in Section 11 or as otherwise directed by the Board in the grant of the option; provided that an Incentive Stock Option granted to a shareholder of the Company who owns, as of the Date of Grant, stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company shall not, in any event, be exercisable after the expiration of five years from the Date of Grant. For the purpose of determining under any provision of this Plan whether a shareholder of the Company owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company, such shareholder shall be considered as owning the stock owned, directly and indirectly, by or for members of his or her immediate family as defined in SEC Rule 701, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries. For purposes of this Plan, the “Date of Grant” for each, participant is the date on which the Board approves a specific grant to the participant.

9. Option Exercise Price. Each option shall state the option price payable to purchase the Shares covered by the option, which shall be, on a per Share basis, not less than 100% of the fair market value of such Share on the Date of Grant (or, if greater, the par value

thereof); provided that a grant of an Incentive Stock Option to an employee who, as of the Date of Grant, owns shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company shall carry an option price not less than 110% of such per share fair market value (or, if greater, the par value thereof.)

10. Determination of Fair Market Value. During any period in which the Shares are not traded in any securities market, the fair market value per Share shall be determined by the Board, using its best judgment and in good faith, relying on a recent stock appraisal or on a reasonable application of any other reasonable valuation methods the Board may in good faith determine to be appropriate in the circumstances. During such time as any Shares are traded in a securities market other than an established stock exchange, the fair market value per Share shall be the mean between dealer “bid” and “ask” prices thereof in the securities market in which it is traded on the Date of Grant, as reported by The NASDAQ Stock Market, Inc. or the National Association of Securities Dealers, Inc. If Shares are listed upon any established stock exchange, such fair market value shall be deemed to be the closing price of a Share on the Date of Grant as reported by the exchange over which the largest volume of Shares are then traded, or if no sales of Shares shall have been made on any stock exchange on that day, then on the next preceding day on which there shall have been a sale of such Shares. Subject to the foregoing, the Board shall have full authority and discretion in fixing the option price and shall be fully protected in doing so.

11. Exercisability of Options.

(a) Each option granted under this Plan may be exercised in accordance with such vesting schedule as may be specified by the Board at the Date of Grant, which schedule shall (i) provide for the exercise of the option within any consecutive 12 month period, measured from the Date of Grant, so as to entitle the holder to acquire no more than one-third of the Shares made the subject of the option, or any lesser percentage as the Board may determine, and (ii) otherwise be in compliance with all then applicable laws, regulations, rules and guidelines. Thereafter, subject to the provisions of subsections (b), (c), (d), and (e) of this Section 11, the participant may exercise the option in full or in part at any time until its expiration. A participant may not exercise an Incentive Stock Option granted under this Plan unless, at the time of exercise, he has been continuously employed by the Company since the date the option was granted. The Board may decide in each case to what extent bona fide leaves of absence for illness, temporary disability, government or military service, or other reasons will not be deemed to interrupt continuous employment.

(b) Except as provided in subsections (c) and (d) of this Section 11, a participant granted an Incentive Stock Option under the Plan cannot exercise the option after he ceases to be an employee of the Company unless the Board, in its sole discretion, grants the participant an extension of time to exercise the Incentive Stock Option after cessation of employment. The extension of time of exercise, which may be granted by the Board under this subsection (b), shall not exceed three months after the date on which the participant ceases to be an employee (but, in any case, no later than the stated expiration date of the option).

(c) If a participant ceases to be an employee as a result of retirement, he may exercise the Incentive Stock Option within twelve months after the date on which he ceases to be an employee (but no later than the stated expiration date of the option) to the extent that the Incentive Stock Option shall have been exercisable when he ceased to be an employee. An employee shall be regarded as retired if he terminates employment after his 65th birthday.

(d) If a participant ceases to be an employee because of disability (within the meaning of Code Section 105(d)(4)), and if at the time of the participant’s disability he is entitled to exercise an Incentive Stock Option granted under this Plan, the Incentive Stock Option may be exercised at any time within the period of 12 months after his termination of employment on account of disability (but no later than the stated expiration date of the option) by the participant. In case of the participant’s death, the participant’s Incentive Stock Option may be exercised by his personal representative, estate or any person who acquires by devise, inheritance or subsequent gift his right to exercise the Incentive Stock Option, within 12 months after the participant’s death. Such options may be exercised only as to the number of Shares for which they are otherwise exercisable on the date of the participant’s death or disability (subject to any adjustment under Section 18 of the Plan).

(e) An Incentive Stock Option granted under this Plan will terminate, as a whole or in part, to the extent that, in accordance with this Section 11, it may no longer be exercised.

12. Limit on Annual Vesting of Incentive Stock Options. Any option granted to a participant under this Plan which is designated as an Incentive Stock Option shall be an Incentive Stock Option only to the extent that the Shares with respect to which the option first becomes exercisable during any calendar year, when aggregated with any Shares with respect to which other Incentive Stock Options previously granted to the participant under the Plan (or any other stock option plan of the Company) first become exercisable during the same calendar year, have an aggregate fair market value (determined as of the Date of Grant) not in excess of $100,000. If the option becomes exercisable during any calendar year with respect to Shares in excess of the foregoing limitation, the option shall be considered to consist of (i) an Incentive Stock Option to acquire the maximum number of Shares permitted under the preceding sentence and (ii) a nonstatutory option to acquire the excess number of Shares on the same terms.

13. Method of Exercise. A participant may exercise an option granted under this Plan by delivering written notice of his decision to do so to the Company. The notice shall specify the number of Shares the participant desires to purchase by such exercise. With such notice, the participant shall concurrently tender to the Company full payment in cash, by certified check, by delivery of shares of common stock already owned by the participant with a fair market value equal to the option price for the Shares to be purchased pursuant to the exercise of the option or any other method approved by the Board subject to applicable law and regulations. Each participant exercising an option must also comply with such other reasonable requirements as the Board establishes pursuant to Section 24 of the Plan. Any option granted under this Plan may be exercised as to any lesser number of Shares than the full amount for which it may be exercised. A partial exercise of an option will not affect the participant’s right to exercise the option from time to time in accordance with this Plan as to the remaining Shares subject to the option. Upon the exercise of an option, the Company shall deliver to the participant stock certificates representing

authorized but unissued Shares. No person, personal representative, estate or other entity will have the rights of a shareholder with respect to Shares subject to an option granted under this Plan until one or more stock certificates for the Shares have been delivered to the person exercising the option.

14. Restricted Stock. “Restricted Stock” shall mean Shares that are issued to eligible officers, or employees of the Company, and made subject to restrictions in accordance with the Plan, including Shares to be issued in the future contingent upon the satisfaction of conditions established by the Board, which may include Management Objectives set forth in Section 6 above, and set forth in the participant’s restricted stock agreement.

(a) Rights As A Shareholder. The Board may, in its discretion, grant a participant an award consisting of Shares, or sell a participant Shares on such terms as the Board may determine to be appropriate. At the time of the award, the Board shall cause the Company to deliver to the participant, or to a custodian or an escrow agent designated by the Board, a certificate or certificates for such Shares of restricted stock, registered in the name of the participant. The participant shall have all the rights of a shareholder of the Company with respect to such restricted stock, subject to the terms and conditions, including forfeiture or resale to the Company, if any, as the Board may determine to be desirable pursuant to this Section 14 of the Plan. The Board may designate the Company or one or more of its executive officers to act as custodian or escrow agent for the certificates.

(b) Awards and Certificates.

(i) A participant granted an award of Shares of restricted stock shall not be deemed to have become a shareholder of the Company, or to have any rights with respect to such Shares of restricted stock, until and unless such participant shall have executed a restricted stock agreement evidencing the terms of the restricted stock award and delivered a fully executed copy thereof to the Company and otherwise complied with the then applicable terms and conditions of such award, including, if the Shares of restricted stock are to be sold to the participant, payment of the specified purchase price for the restricted stock award on such terms as the Board may set.

(ii) When a participant is granted restricted stock, the Company shall issue a stock certificate or certificates in respect of the Shares of restricted stock. Such certificates shall be registered in the name of the participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award substantially in the following form:

“The Shares represented by this Certificate are subject to the terms and conditions (including forfeiture) of a Restricted Stock Agreement entered into between the registered owner and USAmeriBancorp, Inc. A copy of such Agreement is on file in the offices of the Secretary of USAmeriBancorp, Inc.”

(iii) Except as may be otherwise determined by the Board pursuant to Section 14(a) above (or as required in order to satisfy the tax withholding obligations imposed under Section 15 of this Plan), participants granted awards of Shares of restricted stock under this Plan will not be required to make any payment or provide consideration to the Company other than the rendering of services.

(c) Restrictions and Forfeitures. Shares of restricted stock awarded to a participant pursuant to this Section 14 of the Plan shall be subject to the following restrictions and conditions:

(i) Subject to Section 19 herein, during a period set by the Board commencing with the Date of Grant (the “Restriction Period”), the participant will not be permitted to sell, transfer, pledge or assign the Shares of restricted stock awarded to him or her. Within these limits, the Board may provide for the lapse of such restrictions in installments where deemed appropriate, or for the lapse of such restrictions upon the satisfaction of such minimum periods of continued service with the Company or the achievement of such Management Objectives as the Board may have established in connection with the award.

(ii) Except as provided in Section 14(c)(i), the participant shall have with respect to the award of Shares of restricted stock all of the rights provided to any holder of Shares of the Company, subject to the terms of a shareholder agreement, including the right to vote the Shares of restricted stock and receive a share of any dividends or other distributions declared with respect to the Shares.

(iii) Subject to the provisions of Section 14(c)(iv), unless otherwise provided in the participant’s restricted stock agreement or an employment agreement expressly approved by the Board, upon termination of the participant’s employment with the Company during the Restriction Period for any reason, all Shares of restricted stock with respect to which the restrictions have not yet expired shall be forfeited to or repurchased by the Company on such terms as may be set forth in the participant’s restricted stock agreement.

(iv) In the event of a participant’s retirement, permanent total disability, or death, or in cases of special circumstances, the Board may, in its sole discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such participant’s Shares of restricted stock.

(v) Notwithstanding the other provisions of this Section 14, the Board may adopt rules which would permit a participant to transfer all or a portion of his or her Shares of restricted stock to members of his or her immediate family as defined in SEC Rule 701, or to a trust for the benefit of members of his or her immediate family, or to a family limited partnership or limited liability companies of which immediate family members are the only partners or members, provided that the Shares of restricted stock so transferred shall be similarly restricted.

(vi) Any attempt to dispose of Shares of restricted stock in a manner contrary to the restrictions set forth herein shall be ineffective.

(vii) Nothing in this Section 14 shall preclude a participant from exchanging any Shares of restricted stock for any other equity securities of the Company that are similarly restricted.

15. Taxes. The Company, if necessary or desirable, may pay or withhold the amount of any tax attributable to the exercise of any option, or the delivery of any Shares issuable under this Plan, and the Company may defer delivery of stock certificates for such Shares until it is indemnified to its satisfaction for that tax. A participant may elect to satisfy any such tax withholding requirement by (i) remitting to the Company the amount necessary to satisfy the tax withholding obligation, or (ii) by directing the Company to withhold a portion of the Shares otherwise issuable upon the exercise of the option with a fair market value (measured on the date of the exercise) equal to the amount required to be withheld.

16. Compliance with Law. Stock options shall be exercisable, and Shares shall be delivered under this Plan, only in compliance with all applicable federal and state laws and regulations including, without limitation, those applicable to banking and securities matters. The Company may condition delivery of stock certificates for Shares of restricted stock or the Shares issuable upon exercise of an option upon the prior receipt from the participant of any undertaking that it may determine is required to ensure that the Shares are being issued in compliance with all such laws. Any certificate issued to evidence Shares issued under the Plan may bear such legends and statements as the Board deems advisable to assure compliance with federal and state laws and regulations. No option may be exercised, and Shares may not be issued under this Plan, until the Company has obtained the consent or approval from every regulatory body, federal or state, having jurisdiction over such matters as the Board deems advisable. Specifically, in the event that the Company deems it necessary or desirable to file a registration statement with the Securities and Exchange Commission or any state securities commission, no option granted under the Plan may be exercised, and Shares may not be issued, until the Company has obtained the consent or approval of such agency. In the case of the exercise of an option by a person or estate acquiring by bequest or inheritance the right to exercise such option, the Board may require reasonable evidence as to the ownership of the option and may require such consents and releases of taxing authorities as the Board deems advisable.

17. Assignability. Each option granted to a participant under this Plan shall not be transferable other than by will or the laws of descent and distribution. During the life of the participant, each option is granted to the participant shall be exercisable only by him or her.

18. Adjustment Upon Change of Shares. If a reorganization, merger, consolidation, reclassification, recapitalization, combination or exchange of shares, stock split, stock dividend, rights offering, or other event affecting the Shares occurs, the number and class of Shares for which options and awards of Shares of restricted stock are authorized to be granted under this Plan, the number and class of Shares then subject to options previously granted under the Plan or issued as Shares of restricted stock under the Plan, and the price per share payable upon exercise of each option outstanding under the Plan or the issuance of Shares of restricted stock under the Plan, will be equitably adjusted by the Board to reflect such changes.

19. Vesting Period.

(a) The options and the awards of Shares of restricted stock under this Plan shall have a vesting period over the term of five (5) years from the anniversary of the Date of Grant in increments determined by the Board.

(b) In the event of a pending or threatened Change in Control, the Board may, in its sole discretion, take any one or more of the following actions with respect to any one or more participants:

(i) Accelerate the exercise dates of any outstanding options;

(ii) Make outstanding options fully vested and exercisable;

(iii) Determine that all or any portion of conditions associated with an award of Shares of restricted stock have been met;

(iv) Grant a cash bonus award to any of the holders of outstanding options;

(v) Pay cash to any or all option holders in exchange for the cancellation of their outstanding options or unvested award of Shares of restricted stock; or

(vi) Make any other adjustments or amendments to the Plan and outstanding options or awards of Shares of restricted stock and/or substitute new Options or other awards.

If the Shares are registered under the Securities Exchange Act of 1934, any such action with respect to any named executive officer shall be effective only if it is approved by a committee comprised exclusively of outside directors within the meaning of Code section 162(m).

In exercising its authority under this Section 19(b), the Board shall have no duty to apply any action taken under this Section uniformly to all participants, and may choose, in its sole discretion, whether or not the Options, or awards of Shares of restricted stock granted to any particular participant will be affected (subject to any pre-existing provisions in the participant’s option or restricted stock agreement or employment agreement with the Company requiring accelerated vesting upon a Change in Control).

Notwithstanding anything in this Section 19(b) to the contrary, in no event may the exercise date of any outstanding option be accelerated or other action taken to make an outstanding unvested option immediately vested and exercisable in the event of a Change in Control during the first three years after the date that USAmeriBank, Inc. opens for business as a Florida banking corporation.

(i) The acquisition in one or more transactions of more than fifty percent of the Company’s outstanding Shares, or the equivalent in voting power of any class or classes of securities of the Company entitled to vote in elections of directors by any corporation or other entity, or group of related persons, corporations or other entities (other than the Company or any employee benefit plan sponsored by the Company);

(ii) Any merger or consolidation of the Company into or with another corporation in which the Company is not the surviving entity, other than a merger of the Company in which the holders of Shares immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or any transfer or sale of substantially all of the assets of the Company or any merger or consolidation of the Company into or with another corporation in which the Company is the surviving entity and, in connection with such merger or consolidation, all or part of the outstanding Shares shall be changed into or exchanged for other stock or securities of the Company or any other person, or cash, or any other property;

(iii) Any person, or group of persons, announces a tender offer for at least fifty percent of the Company’s Shares;

provided, however, that no acquisition of stock by any person in a public offering or private placement of the Shares or other transaction approved by the Board shall be considered a Change in Control.

(d) Consequence of a Change in Control Occurring on or after July 21, 2017 . Subject to the provisions of Section 19(b) (relating to the discretion of the Board to take certain actions in the event of a pending or threatened Change in Control), at the time of a Change in Control that occurs on or after July 21, 2017:

(i) Subject to any forfeiture and expiration provisions otherwise applicable to the respective awards, all stock options and restricted stock awards the Plan then held by the participant shall become fully exercisable immediately if, and all restricted stock awards under the Plan then held by the participant shall become fully earned and vested immediately if,

(A) The Plan and the respective award agreements are not the obligations of the successor entity (whether the Company, a successor thereto, or an assignee thereof); or

(B) The Plan and the respective award agreements are the obligations of the successor entity (whether the Company, a successor thereto, or an assignee thereof) and the participant is involuntarily terminated without Cause or resigns for Good Reason within twenty-four (24) months following such Change in Control.

(ii) for purposes of this Section 19(d), the following definitions shall apply:

(A) If the participant is subject to an employment or change in control agreement (or other similar agreement or plan) with the Company or a subsidiary that provides a definition of termination for “cause” (or the like), then, for purposes of the Plan, the term “Cause” has the meaning set forth in such agreement; and in the absence of such a definition, “Cause” means:

a. The participant’s willful and continuing failure to perform the participant’s obligations to the Company or a subsidiary;

b. The participant’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

c. The participant’s breach of fiduciary responsibility;

d. An act of dishonesty by the participant that is injurious to the Company or a subsidiary;

e. The participant’s engagement in one (1) or more unsafe or unsound banking practices that has an adverse effect on the Company or a subsidiary;

f. The participant’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

g. An act or omission by the participant that leads to a harm (financial or reputational or otherwise) to the Company or a subsidiary; or

h. A material breach by the participant of Company policies as may be in effect from time to time.

Further, a termination for Cause shall be deemed to have occurred if, within twelve (12) months following the termination, facts and circumstances arising during the course of such employment are discovered that would have warranted a termination for Cause.

(B) If the participant is subject to an employment or change in control agreement (or other similar agreement or plan) with the Company or a subsidiary that provides a definition of termination for “good reason” (or the like), then, for purposes of the Plan, the term “Good Reason” has the meaning set forth in such agreement; and in the absence of such a definition, “Good Reason” means the occurrence of any one (1) of the following events, unless the participant agrees in writing that such event shall not constitute Good Reason:

a. A material, adverse change in the nature, scope, or status of the participant’s position, authorities, or duties from those in effect immediately prior to the applicable Change in Control;

b. A material reduction in the participant’s aggregate compensation or benefits in effect immediately prior to the applicable Change in Control; or

c. A relocation of the participant’s primary place of employment of more than fifty (50) miles from the participant’s primary place of employment immediately prior to the applicable Change in Control, or a requirement that the participant engage in travel that is materially greater than prior to the applicable Change in Control.

Notwithstanding any provision of this definition to the contrary, prior to the participant’s termination for Good Reason, the participant must give the Company written notice of the existence of any condition set forth in clause a - c immediately above within ninety (90) days of its initial existence and the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, the Company cures the condition giving rise to Good Reason, the condition shall not constitute Good Reason. Further notwithstanding any provision of this definition to the contrary, in order to constitute a termination for Good Reason, such termination must occur within twelve (12) months of the initial existence of the applicable condition.

(iii) This Section 19(d) may not be amended during the twenty four (24) month period following a Change in Control.

20. No Effect On Service. A participant’s right, if any, to continue to serve the Company as an officer, employee or otherwise will not be enlarged or otherwise affected by his designation as a participant under this Plan, and such designation will not in any way restrict the right of the Company to terminate at any time the employment or affiliation of any participant for cause or otherwise.

21. Amendment and Termination of Plan. The Board of the Company may terminate this Plan without approval of the shareholders, but any amendment of its terms shall require the approval of the holders of a majority of the Company’s then outstanding Shares, and any amendment that purports to alter the terms or provisions of an option or award of Shares of restricted stock granted or issued prior to the effectiveness of the amendment will be effective only with the consent of the participant to whom the option is granted or the holder currently entitled to exercise it, except for adjustments expressly provided for in this Plan.

22. Expenses of Plan. The expenses of the Plan will be borne by the Company.

23. Duration of Plan. Options and awards of Shares of restricted stock may only be granted or issued under this Plan during the ten years immediately following the effective date of the Plan. Options granted and awards of Shares of restricted stock issued during that ten year period will remain valid thereafter in accordance with then- terms.

24. Other Provisions. The option agreements and restricted stock agreements authorized under the Plan will contain such other provisions including, without limitation, restrictions upon the exercise of the option, as the Board of the Company shall deem advisable. Any such, option agreement which is intended to be an Incentive Stock Option shall contain such limitations and restrictions upon the exercise of the option as shall be necessary in order that such option will be an “Incentive Stock Option” as defined in Section 422 of the Code or to conform to any change in the law.

25. Indemnification of Board. In addition to such other rights of indemnification as they may have as directors, the members of the Board shall be indemnified by the Company against the reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any option granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding a director is liable for willful misconduct or fraud in the performance of his duties; provided that within 60 days after the institution of any such action, suit or proceeding a director shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same.

26. Application of Funds. The proceeds received by the Company from the sale of Shares pursuant to options and awards of Shares of restricted stock will be used for general corporate purposes.

27. No Obligation to Exercise Option. The granting of an option to a participant under this Plan shall impose no obligation upon the participant to exercise such option.

28. Number and Gender. Unless otherwise clearly indicated in this Plan, words in the singular or plural shall include the plural and singular, respectively, where they would so apply, and words in the masculine or neuter gender shall include the feminine, masculine or neuter gender where applicable.

29. Applicable Law. The validity, interpretation and enforcement of this Plan are governed in all respects by the laws of Florida.

30. Effective Date of Plan. This Plan shall not take effect until adopted by the Board. This Plan shall terminate if it is not approved by the holders of a majority of the outstanding Shares within 12 months after the date the Plan is adopted by the Board.

Notwithstanding the foregoing, if the Plan has been approved by the Board, options may be granted and awards of Shares of restricted stock may be issued by the Board prior to such shareholder approval, subject to the subsequent approval of the Plan by the Company’s shareholders. Any such options granted and awards of Shares of restricted stock by the Board shall not be exercisable at any time before such shareholder approval of the Plan has been obtained.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute this 2006 Stock Option and Restricted Stock Plan on its behalf.


Secretary						USAMERIBANCORP, INC.



Attest:		By:
		Name:
		Title:

	Date Plan adopted by Board of Directors: January 12, 2007
	Date Plan approved by Shareholders: January 12, 2007

EXHIBIT 99.2

USAMERIBANCORP, INC.

2015 LONG-TERM INCENTIVE PLAN

Article 1

INTRODUCTION

Section 1.1 Purpose , Effective Date, and Term . The purpose of this USA MERI B ANCORP , I NC . 2015 L ONG -T ERM I NCENTIVE P LAN is to promote the long-term financial success of USA MERI B ANCORP , I NC . and its Subsidiaries by providing a means to attract, retain, and reward individuals who can and do contribute to such success, and to further align their interests with those of the Shareholders. The “ Effective Date ” of the Plan is February 20, 2015, the date of adoption of the Plan by the Board, subject to the approval of the Plan by the Shareholders. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted after the ten (10)-year anniversary of the Effective Date.

Section 1.2 Participation . Each employee and director of, and service provider to, the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the provisions of the Plan shall be a “ Participant ” in the Plan. Award recipients shall be limited to employees and directors of, and service providers to, the Company and its Subsidiaries; provided, however, that an Award (other than an Award of an ISO) may be granted to an individual prior to the date on which he or she first performs services as an employee, director, or service provider, provided that such Award shall not become vested prior to the date such individual commences such services.

Section 1.3 Definitions . Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Article 9 ).

Article 2

AWARDS

Section 2.1 General . Any Award may be granted singularly, in combination with another Award (or Awards), or in tandem whereby the exercise or vesting of one (1) Award held by a Participant cancels another Award held by the Participant. Each Award shall be subject to the provisions of the Plan and such additional provisions as the Committee may provide with respect to such Award and as may be evidenced in the Award Agreement. Subject to the provisions of Section 3.4(b) , an Award may be granted as an alternative to or replacement of an existing Award or an award under any other plan of the Company or a Subsidiary, or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or a Subsidiary, including the plan of any entity acquired by the Company or a Subsidiary. The types of Awards that may be granted include the following:

(a) Stock Options . A stock option represents the right to purchase Shares at an exercise price established by the Committee. Any stock option may be either an ISO or a nonqualified stock option that is not intended to be an ISO. No ISOs may be (i) granted

after the ten (10)-year anniversary of the Effective Date or (ii) granted to a non-employee. To the extent the aggregate Fair Market Value (determined at the time of grant) of Shares with respect to which ISOs are exercisable for the first time by any Participant during any calendar year under all plans of the Company and its Subsidiaries exceeds one hundred thousand dollars ($100,000), the stock options or portions thereof that exceed such limit shall be treated as nonqualified stock options. Unless otherwise specifically provided by the Award Agreement, any stock option granted under the Plan shall be a nonqualified stock option. All or a portion of any ISO granted under the Plan that does not qualify as an ISO for any reason shall be deemed to be a nonqualified stock option. In addition, any ISO granted under the Plan may be unilaterally modified by the Committee to disqualify such stock option from ISO treatment such that it shall become a nonqualified stock option.

(b) Stock Appreciation Rights. A stock appreciation right (an “ SAR ”) is a right to receive, in cash, Shares or a combination of both (as shall be reflected in the respective Award Agreement), an amount equal to or based upon the excess of (i) the Fair Market Value at the time of exercise of the SAR over (ii) an exercise price established by the Committee.

(c) Stock Awards. A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both, as shall be reflected in the respective Award Agreement, excluding Awards designated as stock options, SARs, or cash incentive awards by the Committee) based on the satisfaction of such conditions as may be established by the Committee. Such Awards may include bonus shares, performance shares, performance units, restricted stock, restricted stock units, or any other equity-based Award as determined by the Committee.

(d) Cash Incentive Awards . A cash incentive award is the grant of a right to receive a payment of cash (or Stock having a value equivalent to the cash otherwise payable, excluding Awards designated as stock options, SARs, or stock awards by the Committee, all as shall be reflected in the respective Award Agreement), determined on an individual basis or as an allocation of an incentive pool that is contingent on the achievement of performance objectives established by the Committee.

Section 2.2 Exercise of Stock Options and SARs . A stock option or SAR shall be exercisable in accordance with such provisions as may be established by the Committee; provided , however , that a stock option or SAR shall expire no later than ten (10) years after its grant date (five (5) years in the case of an ISO granted to a 10% Shareholder). The exercise price of each stock option and SAR shall be not less than one hundred percent (100%) of the Fair Market Value on the grant date (or, if greater, the par value of a Share); provided , however , that the exercise price of an ISO shall be not less than one hundred ten percent (110%) of Fair Market Value on the grant date in the case of a 10% Shareholder; and provided , further , that, to the extent permitted under Code Section 409A, and subject to Section 3.4(b) , the exercise price may be higher or lower in the case of stock options and SARs granted in replacement of existing awards held by an employee, director, or service provider granted by an acquired entity. The

payment of the exercise price of a stock option shall be by cash or, subject to limitations imposed by applicable law, by any of the following means unless otherwise determined by the Committee from time to time: (a) by tendering, either actually or by attestation, Shares acceptable to the Committee and valued at Fair Market Value as of the day of exercise; (b) by irrevocably authorizing a third party, acceptable to the Committee, to sell Shares acquired upon exercise of the stock option and to remit to the Company no later than the third (3rd) business day following exercise a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise; (c) by payment through a net exercise such that, without the payment of any funds, the Participant may exercise the option and receive the net number of Shares equal in value to (i) the number of Shares as to which the option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value (on the date of exercise) less the exercise price, and the denominator of which is such Fair Market Value (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); (d) by personal, certified, or cashiers’ check; (e) by other property deemed acceptable by the Committee; or (f) by any combination thereof.

Section 2.3 Performance-Based Compensation . Following an IPO, a ny Award that is intended to qualify as Performance-Based Compensation shall be conditioned on the achievement of one (1) or more objective performance measures, to the extent required by Code Section 162(m), as may be determined by the Committee. The grant of any Award and the establishment of performance measures that are intended to be Performance-Based Compensation shall occur during the period required under Code Section 162(m).

(a) Performance Measures. The performance measures described in this Section 2.3 may be based on any one (1) or more of the following: earnings ( e.g., earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; and earnings per share; each as may be defined by the Committee); financial return ratios ( e.g., return on investment; return on invested capital; return on equity; and return on assets; each as may be defined by the Committee); “Texas ratio”; expense ratio; efficiency ratio; increase in revenue, operating, or net cash flows; cash flow return on investment; total shareholder return; market share; net operating income, operating income, or net income; debt load reduction; loan and lease losses; expense management; economic value added; stock price; book value; overhead; assets; asset quality level; assets per employee; charge offs; loan loss reserves; loans; deposits; nonperforming assets; growth of loans, deposits, or assets; interest sensitivity gap levels; regulatory compliance; improvement of financial rating; achievement of balance sheet or income statement objectives; improvements in capital structure; profitability; profit margins; budget comparisons or strategic business objectives, consisting of one (1) or more objectives based on meeting specific cost targets, business expansion goals, and goals relating to acquisitions or divestitures. Performance measures may be based on the performance of the Company as a whole or of any one (1) or more Subsidiaries, business units, or financial reporting segments of the Company or a Subsidiary, or any combination thereof, and may be measured relative to a peer group, an index, or a business plan.

(b) Partial Achievement. An Award may provide that partial achievement of the performance measures may result in payment or vesting based upon the degree of achievement. In addition, partial achievement of performance measures shall apply toward a Participant’s individual limitations as set forth in Section 3.3 .

(c) Extraordinary Items. In establishing any performance measures, the Committee may provide for the exclusion of the effects of the following items, to the extent identified in the audited financial statements of the Company, including footnotes, or in the Management’s Discussion and Analysis section of the Company’s annual report: (i) extraordinary, unusual, or nonrecurring items of gain or loss, including non-cash refinancing charges; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations, or laws; (iv) mergers or acquisitions; and (v) such other items permitted from time to time hereafter under the regulations promulgated under Code Section 162(m). To the extent not specifically excluded, such effects shall be included in any applicable performance measure.

(d) Adjustments . Pursuant to this Section 2.3 , in certain circumstances the Committee may adjust performance measures; provided, however, that no adjustment may be made with respect to an Award that is intended to be Performance-Based Compensation, except to the extent the Committee exercises such negative discretion as is permitted under Code Section 162(m). If the Committee determines that a change in the business, operations, corporate structure, or capital structure of the Company or the manner in which the Company or a Subsidiary conducts its business or other events or circumstances render current performance measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted, or transferred to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable performance period are no longer appropriate, in which case, the Committee, in its sole discretion, may (i) adjust, change, or eliminate the performance measures or change the applicable performance period or (ii) cause to be made a cash payment to the Participant in an amount determined by the Committee.

Section 2.4 Dividends and Dividend Equivalents . Any Award may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award, which payments may be made currently or credited to an account for the Participant, may be settled in cash or Shares, and may be subject to terms or provisions similar to the underlying Award.

Section 2.5 Forfeiture of Awards . Unless specifically provided to the contrary in an Award Agreement, upon notification of Termination of Service for Cause, any outstanding Award held by a Participant, whether vested or unvested, shall terminate immediately, such Award shall be forfeited, and the Participant shall have no further rights thereunder.

Section 2.6 Deferred Compensation . The Plan is, and all Awards are, intended to be exempt from (or, in the alternative, to comply with) Code Section 409A, and each shall be construed, interpreted, and administered accordingly. The Company does not guarantee that any benefits that may be provided under the Plan will satisfy all applicable provisions of Code Section 409A. If any Award would be considered “deferred compensation” under Code Section 409A, the Committee reserves the absolute right (including the right to delegate such right) to

unilaterally amend the Plan or the applicable Award Agreement, without the consent of the Participant, to avoid the application of, or to maintain compliance with, Code Section 409A. Any amendment by the Committee of the Plan or an Award Agreement pursuant to this Section 2.6 shall maintain, to the extent practicable, the original intent of the applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award shall be deemed to constitute the Participant’s acknowledgment of, and consent to, the rights of the Committee under this Section 2.6 , without further consideration or action. Any discretionary authority retained by the Committee pursuant to the terms of the Plan or pursuant to an Award Agreement shall not be applicable to an Award that is determined to constitute deferred compensation, if such discretionary authority would contravene Code Section 409A.

Article 3

SHARES SUBJECT TO PLAN

Section 3.1 Available Shares . The Shares with respect to which Awards may be granted shall be Shares currently authorized but unissued, currently held, or, to the extent permitted by applicable law, subsequently acquired by the Company, including Shares purchased in the open market or in private transactions.

Section 3.2 Share Limitations .

(a) Share Reserve . Subject to the following provisions of this Section 3.2 , the maximum number of Shares that may be delivered under the Plan shall be 250,000 (all of which may be granted as ISOs and all of which may be granted as full value awards), plus any Shares that are covered under a Prior Plan award that otherwise would become available for reuse, as provided in Section 3.2(b)(v) . The maximum number of Shares available for delivery under the Plan (including the number that may be granted as ISOs) and the number of Shares subject to outstanding Awards shall be subject to adjustment as provided in Section 3.4 . As of the date of shareholder approval of the Plan, no further awards shall be granted under the Prior Plan.

(b) Reuse of Shares.

(i) To the extent any Shares covered by an Award are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited, canceled, or settled in cash, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan and shall again become eligible for delivery under the Plan.

(ii) With respect to SARs that are settled in Shares, only Shares actually delivered shall be counted for purposes of determining the maximum number of Shares available for delivery under the Plan.

(iii) If the exercise price of any stock option granted under the Plan is satisfied by tendering Shares to the Company (whether by actual delivery or by attestation and whether or not such surrendered Shares were acquired pursuant to an Award) or by the net exercise of the award, only the number of Shares delivered net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

(iv) If the withholding tax liabilities arising from an Award are satisfied by the tendering of Shares to the Company (whether by actual delivery or by attestation and whether or not such tendered Shares were acquired pursuant to an Award) or by the withholding of or reduction of Shares by the Company, such Shares shall be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.

(v) Following the Effective Date, any Shares that are covered under a Prior Plan award that otherwise would become available for reuse under the Prior Plan due to forfeiture, expiration, cancellation, or the like shall instead become available for delivery under the Plan.

Section 3.3 Limitations on Grants to Individuals . Following an IPO, the following limitations shall apply with respect to Awards:

(a) Stock Options and SARs. The maximum number of Shares that may be subject to stock options or SARs granted to any one (1) Participant during any calendar year that are intended to be Performance-Based Compensation, and then only to the extent that such limitation is required by Code Section 162(m), shall be 100,000 For purposes of this Section 3.3(a) , if a stock option is granted in tandem with an SAR, such that the exercise of the option or SAR with respect to a Share cancels the tandem SAR or option right, respectively, with respect to such Share, the tandem option and SAR rights with respect to each Share shall be counted as covering one (1) Share for purposes of applying the limitations of this Section 3.3(a) .

(b) Stock Awards. The maximum number of Shares that may be subject to stock awards that are granted to any one (1) Participant during any calendar year and are intended to be Performance-Based Compensation, and then only to the extent that such limitation is required by Code Section 162(m), shall be 100,000

(c) Cash Incentive Awards and Stock Awards Settled in Cash. The maximum dollar amount that may be payable to any one (1) Participant pursuant to cash incentive awards and cash-settled stock awards that are granted to any one (1) Participant during any calendar year and are intended to be Performance-Based Compensation, and then only to the extent that such limitation is required by Code Section 162(m), shall be $1,000,000.

(d) Dividends, Dividend Equivalents and Earnings. For purposes of determining whether an Award is intended to be qualified as Performance-Based Compensation under the foregoing limitations of this Section 3.3 , (i) the right to receive dividends and dividend equivalents with respect to any Award that is not yet vested shall be treated as a separate Award, and (ii) if the delivery of any Shares or cash under an Award is deferred, any earnings, including dividends and dividend equivalents, shall be disregarded.

(e) Partial Performance . Notwithstanding the preceding provisions of this Section 3.3 , if in respect of any performance period or restriction period, the Committee grants to a Participant Awards having an aggregate dollar value and/or number of Shares less than the maximum dollar value and/or number of Shares that could be paid or awarded to such Participant based on the degree to which the relevant performance measures were attained, the excess of such maximum dollar value and/or number of Shares over the aggregate dollar value and/or number of Shares actually subject to Awards granted to such Participant shall be carried forward and shall increase the maximum dollar value and/or the number of Shares that may be awarded to such Participant in respect of the next performance period or restriction period in respect of which the Committee grants to such Participant an Award intended to qualify as Performance-Based Compensation, subject to adjustment pursuant to Section 3.4 .

(f) Director Awards .

(i) The maximum number of Shares that may be subject to stock options or SARs granted to any one (1) Director Participant during any calendar year shall be 25,000.

(ii) The maximum number of Shares that may be subject to stock awards that are granted to any one (1) Director Participant during any calendar year shall be 25,000.

(iii) The foregoing limitations shall not apply to cash-based director fees that a Director elects to receive in the form of Shares or Share-based units equal in value to the cash-based director fees.

Section 3.4 Corporate Transactions; No Repricing .

(a) Adjustments . To the extent permitted under Code Section 409A, and to the extent applicable, in the event of a corporate transaction involving the Company or the Shares (including any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), all outstanding Awards, the number of Shares available for delivery under the Plan under Section 3.2 , and each of the specified limitations set forth in Section 3.3 shall be adjusted automatically to proportionately and uniformly reflect such transaction (but only to the extent that such adjustment will not negatively affect the status of an Award intended to qualify as Performance-Based Compensation, if applicable); provided, however, that, subject to Section 3.4(b) , the Committee may otherwise adjust Awards (or prevent such automatic adjustment) as it deems necessary, in its sole discretion, to preserve the benefits or potential benefits of the Awards and the Plan. Action by the Committee under this Section 3.4(a) may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding stock options and SARs; and (iv) any other adjustments that the Committee determines to be equitable (which may include (A) replacement of an Award with another award that the Committee determines has comparable value and that is based on stock of a company resulting from a corporate transaction, and (B) cancellation of an Award in return for cash payment of the current value of the Award, determined as though the Award were fully vested at the time of payment, provided that in the case of a stock option or SAR, the amount of such

payment shall be the excess of the value of the stock subject to the option or SAR at the time of the transaction over the exercise price, and provided , further , that no such payment shall be required in consideration for the cancellation of the Award if the exercise price is greater than the value of the stock at the time of such corporate transaction).

(b) No Repricing . Following an IPO, and notwithstanding any provision of the Plan to the contrary, no adjustment or reduction of the exercise price of any outstanding stock option or SAR in the event of a decline in Stock price shall be permitted without approval by the Shareholders or as otherwise expressly provided under Section 3.4(a) . The foregoing prohibition includes (i) reducing the exercise price of outstanding stock options or SARs, (ii) cancelling outstanding stock options or SARs in connection with the granting of stock options or SARs with a lower exercise price to the same individual, (iii) cancelling stock options or SARs with an exercise price in excess of the current Fair Market Value in exchange for a cash or other payment, and (iv) taking any other action that would be treated as a repricing of a stock option or SAR under the rules of the primary securities exchange or similar entity on which the Shares are listed.

Section 3.5 Delivery of Shares . Delivery of Shares or other amounts under the Plan shall be subject to the following:

(a) Compliance with Applicable Laws. Notwithstanding any provision of the Plan to the contrary, the Company shall have no obligation to deliver any Shares or make any other distribution of benefits under the Plan unless such delivery or distribution complies with all applicable laws and the applicable requirements of any securities exchange or similar entity.

(b) No Certificates Required. To the extent that the Plan provides for the delivery of Shares, the delivery may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities exchange or similar entity.

Article 4

CHANGE IN CONTROL

Section 4.1 Consequence of a Change in Control . Subject to the provisions of Section 3.4 (relating to the adjustment of shares), and except as otherwise provided in the Plan or in any Award Agreement, at the time of a Change in Control:

(a) Subject to any forfeiture and expiration provisions otherwise applicable to the respective Awards, all stock options and SARs under the Plan then held by the Participant shall become fully exercisable immediately if, and all stock awards and cash incentive awards under the Plan then held by the Participant shall become fully earned and vested immediately if,

(i) The Plan and the respective Award Agreements are not the obligations of the successor entity (whether the Company, a successor thereto, or an assignee thereof); or

(ii) The Plan and the respective Award Agreements are the obligations of the successor entity (whether the Company, a successor thereto, or an assignee thereof) and the Participant incurs a Termination of Service without Cause or by the Participant for Good Reason within twenty-four (24) months following such Change in Control.

(b) Notwithstanding the foregoing provisions of this Section 4.1 , if the vesting of an outstanding Award is conditioned upon the achievement of performance measures, then such vesting shall be subject to the following:

(i) If, at the time of the Change in Control, the established performance measures are less than fifty percent (50%) attained (as determined in the sole discretion of the Committee, but in any event, based pro rata in accordance with time lapsed through the date of the Change in Control in the event of any period-based performance measures), then such Award shall become vested and exercisable on a fractional basis with the numerator being equal to the percentage of attainment and the denominator being fifty percent (50%) upon the Change in Control.

(ii) If, at the time of the Change in Control, the established performance measures are at least fifty percent (50%) attained (as determined in the sole discretion of the Committee, but in any event based pro rata in accordance with time lapsed through the date of the Change in Control in the event of any period-based performance measures), then such Award shall become fully earned and vested immediately upon the Change in Control.

Section 4.2 Definition of Change in Control .

(a) “ Change in Control ” means the first to occur of the following:

(i) The consummation of the acquisition by any “person” (as such term is defined in Section 13(d) or 14(d) of the Exchange Act) of “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the then outstanding Voting Securities of the Company;

(ii) During any twelve (12)-month period, the individuals who, as of the Effective Date, are members of the Board cease for any reason to constitute a majority of the Board, unless the election, or nomination for election by the Company’s shareholders, of any new director was approved by a vote of a majority of the Board, in which case such new director shall, for purposes of the Plan, be considered as a member of the Board; or

(iii) The consummation by the Company of: (A) a merger, consolidation, or similar transaction if the Company’s shareholders immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding Voting Securities of the entity resulting from such merger, consolidation or similar transaction in substantially the same proportion as their ownership of the combined voting power of the Voting Securities of the Company outstanding immediately before such merger or consolidation; or (B) a complete liquidation or dissolution of, or an agreement for the sale or other disposition of all or substantially all of the assets of, the Company.

(b) Notwithstanding any provision of this definition to the contrary, a Change in Control shall not be deemed to have occurred solely because more than fifty percent (50%) of the combined voting power of the then outstanding securities of the Company are acquired by (i) a trustee or other fiduciary holding securities under one (1) or more employee benefit plans maintained by the Company or a Subsidiary or (ii) any corporation that, immediately prior to such acquisition, is owned directly or indirectly by the Company’s shareholders in the same proportion as their ownership of Stock immediately prior to such acquisition.

(c) Further notwithstanding any provision of this definition to the contrary, in the event that any amount or benefit under the Plan constitutes deferred compensation under Code Section 409A and the settlement of or distribution of such amount or benefit is to be triggered by a Change in Control, then such settlement or distribution shall be subject to the event constituting the Change in Control also constituting a “change in control event” (as defined in Code Section 409A).

Article 5

COMMITTEE

Section 5.1 Administration . The authority to control and manage the operation and administration of the Plan shall be vested in the Committee in accordance with this Article 5 . The Committee shall be selected by the Board, provided that following an IPO, the Committee shall consist of two (2) or more members of the Board, each of whom is a “non-employee director” (within the meaning of Rule 16b-3 promulgated under the Exchange Act), an “outside director” (within the meaning of Code Section 162(m)) and an “independent director” (within the meaning of the rules of the securities exchange that then constitutes the principal listing for the Stock). Subject to the applicable rules of any securities exchange or similar entity, if the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.

Section 5.2 Powers of Committee . The Committee’s administration of the Plan shall be subject to the other provisions of the Plan and the following:

(a) The Committee shall have the authority and discretion to select from among the Company’s and the Subsidiary’s employees, directors, and service providers those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of Shares covered by the Awards, to establish the terms of Awards, to cancel or suspend Awards, and to reduce or eliminate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award.

(b) In the event that the Committee determines that it is advisable to grant Awards that do not qualify for the exception for Performance-Based Compensation from the tax deductibility limitations of Code Section 162(m), the Committee may grant such Awards without satisfying the requirements of Code Section 162(m).

(c) The Committee shall have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(d) The Committee shall have the authority to define terms not otherwise defined in the Plan.

(e) Any interpretation of the Plan by the Committee and any decision made by it under the Plan shall be final and binding on all persons.

(f) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the articles and bylaws of the Company and to all applicable law.

Section 5.3 Delegation by Committee . Except to the extent prohibited by applicable law, the applicable rules of any securities exchange or similar entity, the Plan, or the charter of the Committee, or as necessary to comply with the exemptive provisions of Rule 16b-3 of the Exchange Act or of Code Section 162(m), the Committee may allocate all or any portion of its responsibilities and powers under the Plan to any one (1) or more of its members and may delegate all or any part of its responsibilities and powers under the Plan to any person or persons selected by it. The acts of such delegates shall be treated under the Plan as acts of the Committee and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards granted. Any such allocation or delegation may be revoked by the Committee at any time.

Section 5.4 Information to be Furnished to Committee . As may be permitted by applicable law, the Company and each Subsidiary shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties under the Plan. The records of the Company and each Subsidiary as to an employee’s or Participant’s employment, termination of employment, leave of absence, reemployment, and compensation shall be conclusive with respect to all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to benefits under the Plan shall furnish the Committee such evidence, data, or information as the Committee considers desirable to carry out the terms of the Plan.

Section 5.5 Expenses and Liabilities . All expenses and liabilities incurred by the Committee in the administration and interpretation of the Plan or any Award Agreement shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, or other persons in connection with the administration and interpretation of the Plan, and the Company, and its officers and directors, shall be entitled to rely upon the advice, opinions, and valuations of any such persons.

Article 6

AMENDMENT AND TERMINATION

Section 6.1 General . The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement; provided , however , that no amendment or termination may (except as provided in Section 2.6 , Section 3.4 , and Section 6.2 ), in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), impair the rights of any Participant or beneficiary under any Award granted prior to the date such amendment or termination is adopted by the Board; and provided, further , that following an IPO, no amendment may (a) materially increase the benefits accruing to Participants under the Plan, (b) materially increase the aggregate number of securities that may be delivered under the Plan other than pursuant to Section 3.4 , or (c) materially modify the requirements for participation in the Plan, unless the amendment under (a), (b) or (c) immediately above is approved by the Shareholders.

Section 6.2 Amendment to Conform to Law . Notwithstanding any provision of the Plan or an Award Agreement to the contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or the Award Agreement to any applicable law. By accepting an Award, the Participant shall be deemed to have acknowledged and consented to any amendment to an Award made pursuant to this Section 6.2 , Section 2.6 , or Section 3.4 , without further consideration or action.

Article 7

PURCHASE AND SALE RIGHTS

Section 7.1 Additional Conditions of Transfer . Except as permitted by the Plan or with the prior written consent of the Company, a Participant shall not sell, transfer, pledge, assign or otherwise alienate or hypothecate any Owned Shares. If a Participant sells, transfers, pledges, assigns or otherwise alienates or hypothecates any Owned Shares in breach of the Plan, the Company shall not be required to (a) transfer such Owned Shares on its books or (b) treat any transferee as owner of such Owned Shares, to accord the right to vote as such owner or to pay dividends to any such transferee.

Section 7.2 Legend . Each certificate evidencing Owned Shares and each certificate issued in exchange for or upon the transfer of any Owned Shares shall be stamped or otherwise imprinted with such legend as the Company may require.

Section 7.3 Company ’ s Call Rights . If the Participant incurs a Termination of Service for any reason, the Company shall have the right to purchase, and the Participant (or the Participant’s estate or beneficiary, if applicable) shall be required to sell to the Company, any or all of the Owned Shares then held by such person on the following terms (the “ Company Call Right ”):

(a) The purchase price per Owned Share shall be equal to the Fair Market Value thereof on the date on which the Call Notice is delivered; provided , however , that if the Participant’s Termination of Service is for Cause, the purchase price per Owned Share shall be equal to the lesser of (i) the Fair Market Value of a Share on the date on which the Call Notice is delivered and (ii) the price paid for the Owned Share (which may be $0).

(b) If the Company desires to exercise its right to purchase Owned Shares pursuant to this Section 7.3 , the Company shall deliver written notice thereof (the “ Call Notice ”) to the Participant (or to the Participant’s estate or beneficiary, if applicable) of its intention to purchase Owned Shares within 90 days following the date of the Participant’s Termination of Service. The Call Notice shall state that the Company has elected to exercise the Company Call Right and shall specify the number and price of Owned Shares with respect to which the Company Call Right is being exercised.

(c) The closing of any purchase under this Section 7.3 shall take place at the principal office of the Company on a date specified by the Company, which date shall be no later than the 30th day after the giving of the Call Notice.

Section 7.4 Company ’ s Right of First Refusal .

(a) In the event the Participant receives a bona fide offer to sell, pledge or otherwise transfer to a third party any Owned Shares, or any interest in Owned Shares, the Company shall have a “ Right of First Refusal ” with respect to all such Owned Shares. If the Participant wishes to transfer Owned Shares, the Participant shall first provide written notice (the “ Transfer Notice ”) to the Company describing fully the proposed transfer, including the number of Owned Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by the Participant and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Owned Shares, subject to the Company’s Right of First Refusal.

(b) In connection with its Right of First Refusal, the Company shall have the right to purchase all of the Owned Shares on the terms described in the Transfer Notice (subject to any change in such terms permitted in Section 7.4(d) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date the Company receives the Transfer Notice. The Company’s rights with respect to the Right of First Refusal shall be freely assignable, in whole or in part.

(c) If the Company fails to exercise the Right of First Refusal within 30 days after the date that the Company receives the Transfer Notice, the Participant may, not later than 60 days following the date the Company receives the Transfer Notice, conclude a transfer of the Owned Shares subject to the Transfer Notice on the terms described in the Transfer Notice, provided that the transferee acknowledges in writing that such transferee remains bound by the Right of First Refusal with respect to any subsequent transfer of such Owned Shares.

(d) Any proposed transfer on terms different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Participant, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in this Section 7.4 . If the Company exercises its Right of First Refusal, the Participant and the Company shall consummate the sale of the Owned Shares on the terms set forth in the Transfer Notice.

Section 7.5 Delivery of Owned Shares to the Company .

(a) On or before the close of business on the date specified for the purchase, the Participant shall deliver to the Company all certificates representing the Participant’s Owned Shares to be purchased in connection with the Company Call Right pursuant to Section 7.3 , with appropriate executed stock transfers conveying, representing and warranting good title to the Company for the Participant’s Owned Shares in compliance with the terms of the Plan and free and clear of all liens, encumbrances or claims of any third party.

(b) Within 10 days after the Company’s exercise of its Right of First Refusal, the Participant shall deliver to the Company all certificates representing the Participant’s Owned Shares to be purchased in connection with the Right of First Refusal pursuant to Section 7.4 , with appropriate executed stock transfers conveying, representing and warranting good title to the Company for the Participant’s Owned Shares in compliance with the terms of the Plan and free and clear of all liens, encumbrances or claims of any third party.

Section 7.6 Payment of Purchase Price to Participant . Concurrently with the receipt of certificates by the Company in accordance with Section 7.5 , the purchase price of the Participant’s Owned Shares shall be payable, at the option of the Company, by check, with a subordinated note, by cancellation of all or a portion of any outstanding indebtedness owed by the Participant to the Company, or by a combination thereof, in each case subject to Section 7.7 .

Section 7.7 Additional Conditions . All purchases of Owned Shares by the Company pursuant to this Article 7 shall be subject to applicable restrictions contained in the Illinois Business Corporation Act and to the terms of the credit facilities of the Company and its Subsidiaries then in effect.

Section 7.8 Consequences of IPO . Following an IPO, this Article 7 shall no longer be effective, and thereafter the Company shall no longer have a Company Call Right or a Right of First Refusal.

Article 8

GENERAL TERMS

Section 8.1 No Implied Rights .

(a) No Rights to Specific Assets. No person shall by reason of participation in the Plan acquire any right in or title to any assets, funds, or property of the Company or any Subsidiary, including any specific funds, assets, or other property that the Company or a Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Shares or amounts, if any, distributable in accordance with the provisions of the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan or an Award Agreement shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to provide any benefits to any person.

(b) No Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment, and selection as a Participant shall not give any person the right to be retained in the service of the Company or a Subsidiary or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the Plan. No individual shall have the right to be selected to receive an Award, or, having been so selected, to receive a future Award.

(c) No Rights as a Shareholder . Except as otherwise provided in the Plan, no Award shall confer upon the holder thereof any rights as a Shareholder prior to the date on which the individual fulfills all conditions for receipt of such rights.

Section 8.2 Transferability . Except as otherwise provided by the Committee, Awards are not transferable except as designated by the Participant by will or by the laws of descent and distribution or pursuant to a domestic relations order. The Committee shall have the discretion to permit the transfer of Awards; provided, however, that such transfers shall be limited to immediate family members of Participants, trusts, partnerships, limited liability companies, and other entities that are permitted to exercise rights under Awards in accordance with Form S-8 established for the primary benefit of such family members; and provided, further, that such transfers shall not be made for value to the Participant.

Section 8.3 Designation of Beneficiaries . A Participant hereunder may file with the Company a designation of a beneficiary or beneficiaries under the Plan and may from time to time revoke or amend any such designation. Any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant in which case the Company, the Committee, and the members thereof shall not have any further liability to anyone.

Section 8.4 Non-Exclusivity . Neither the adoption of the Plan by the Board nor the submission of the Plan to the Shareholders for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of restricted stock, stock options, or other equity awards otherwise than under the Plan or an arrangement that is or is not intended to qualify under Code Section 162(m), and such arrangements may be either generally applicable or applicable only in specific cases.

Section 8.5 Award Agreement . Each Award shall be evidenced by an Award Agreement. A copy of the Award Agreement, in any medium chosen by the Committee, shall be made available to the Participant, and the Committee may require that the Participant sign a copy of the Award Agreement.

Section 8.6 Form and Time of Elections . Unless otherwise specified in the Plan, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be filed with the Company at such times, in such form, and subject to such terms or conditions, not inconsistent with the provisions of the Plan, as the Committee may require.

Section 8.7 Evidence . Evidence required of anyone under the Plan may be by certificate, affidavit, document, or other information that the person acting on it considers pertinent and reliable, and signed, made, or presented by the proper party or parties.

Section 8.8 Tax Withholding . All distributions under the Plan shall be subject to withholding of all applicable taxes and the Committee may condition the delivery of any Shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. Except as otherwise provided by the Committee, such withholding obligations may be satisfied (a) through cash payment by the Participant; (b) through the surrender of Shares that the Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the Plan; provided, however, that except as otherwise specifically provided by the Committee, such Shares under clause (c) may not be used to satisfy more than the Company’s minimum statutory withholding obligation.

Section 8.9 Successors . All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor to the Company.

Section 8.10 Indemnification . To the fullest extent permitted by law, each person who is or shall have been a member of the Committee or the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.3 , or an employee of the Company shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability, or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan, and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her ( provided that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf), unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

Section 8.11 No Fractional Shares . Unless otherwise permitted by the Committee, no fractional Shares shall be delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Shares, or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

Section 8.12 Governing Law . The Plan, all Awards, and all actions taken in connection herewith and therewith shall be governed by and construed in accordance with the laws of the State of Florida without reference to principles of conflict of laws, except as superseded by applicable federal law.

Section 8.13 Benefits under Other Plans . Except as otherwise provided by the Committee, Awards granted to a Participant (including the grant and the receipt of benefits) shall be disregarded for purposes of determining the Participant’s benefits under, or contributions to, any qualified retirement plan, nonqualified plan, and any other benefit plan maintained by the Participant’s employer.

Section 8.14 Validity . If any provision of the Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan, and the Plan shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.

Section 8.15 Notice . Unless provided otherwise in an Award Agreement or policy adopted from time to time by the Committee, all communications to the Company provided for in the Plan, or any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid ( provided that international mail shall be sent via overnight or two (2)-day delivery) or by prepaid overnight courier to the Company at the address set forth below:

USAmeriBancorp, Inc.

Attention: Christina Ford

4790 140th Ave N

Clearwater, Fl. 33762

Facsimile: (727) 260-6600

Such communications shall be deemed given:

(a) In the case of delivery by overnight service with guaranteed next day delivery, the next day or the day designated for delivery;

(b) In the case of certified or registered U.S. mail, five (5) days after deposit in the U.S. mail; and

(c) In the case of a facsimile, the date on which the transmitting party receives confirmation of receipt by facsimile, telephone or otherwise;

provided, however, that in no event shall any communication be deemed to be given later than the date it is actually received, provided it is actually received. In the event a communication is not received, it shall be deemed received only upon the showing of an original of the applicable receipt, registration, or confirmation from the applicable delivery service provider. Communications that are to be delivered by facsimile, U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s senior human resources officer and corporate secretary.

Section 8.16 Clawback Policy . Any Award, amount, or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission, payback, or other similar action in accordance with any applicable Company clawback policy (the “ Policy ”) or any applicable law, as may be in effect from time to time. A Participant’s receipt of an Award shall be deemed to constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation, and enforcement of (i) the Policy and any similar policy established by the Company that may apply to the Participant together with all other similarly situated Participants, whether adopted prior to or following the making of any Award and (ii) any provision of applicable law relating to cancellation, rescission, payback, or recoupment of compensation, as well as the Participant’s express agreement that the Company may take such actions as are necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.

Section 8.17 Breach of Restrictive Covenants . Except as otherwise provided by the Committee, notwithstanding any provision of the Plan to the contrary, if the Participant breaches a non-competition, non-solicitation, non-disclosure, non-disparagement, or other restrictive covenant set forth in an Award Agreement or any other agreement between the Participant and the Company or a Subsidiary, whether during or after the Participant’s Termination of Service, in addition to any other penalties or restrictions that may apply under any such agreement, state law, or otherwise, the Participant shall forfeit or pay to the Company:

(a) Any and all outstanding Awards granted to the Participant, including Awards that have become vested or exercisable;

(b) Any Shares held by the Participant in connection with the Plan that were acquired by the Participant after the Participant’s Termination of Service and within the twelve (12)-month period immediately preceding the Participant’s Termination of Service;

(c) The profit realized by the Participant from the exercise of any stock options and SARs that the Participant exercised after the Participant’s Termination of Service and within the twelve (12)-month period immediately preceding the Participant’s Termination of Service, which profit is the difference between the exercise price of the stock option or SAR and the Fair Market Value of any Shares or cash acquired by the Participant upon exercise of such stock option or SAR; and

(d) The profit realized by the Participant from the sale, or other disposition for consideration, of any Shares received by the Participant in connection with the Plan after the Participant’s Termination of Service, and within the twelve (12)-month period immediately preceding the Participant’s Termination of Service where such sale or disposition occurs in such similar time period.

Article 9

DEFINED TERMS; CONSTRUCTION

Section 9.1 Definitions . In addition to the other definitions contained in the Plan, unless otherwise specifically provided in an Award Agreement, the following definitions shall apply:

(a) “ 10% Shareholder ” means an individual who, at the time of grant, owns Voting Securities possessing more than ten percent (10%) of the total combined voting power of the Voting Securities.

(b) “ Award ” means an award under the Plan.

(c) “ Award Agreement ” means the document that evidences the terms and conditions of an Award. Such document shall be referred to as an agreement regardless of whether a Participant’s signature is required.

(d) “ Board ” means the Board of Directors of the Company.

(e) “ Call Notice ” has the meaning ascribed to it in Section 7.3 .

(f) If the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “cause” (or the like), then, for purposes of the Plan, the term “ Cause ” has the meaning set forth in such agreement; and in the absence of such a definition, “ Cause ” means:

(i) The Participant’s willful and continuing failure to perform the Participant’s obligations to the Company or a Subsidiary;

(ii) The Participant’s conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or any state thereof;

(iii) The Participant’s breach of fiduciary responsibility;

(iv) An act of dishonesty by the Participant that is injurious to the Company or a Subsidiary;

(v) The Participant’s engagement in one (1) or more unsafe or unsound banking practices that has an adverse effect on the Company or a Subsidiary;

(vi) The Participant’s removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law;

(vii) An act or omission by the Participant that leads to a harm (financial or reputational or otherwise) to the Company or a Subsidiary; or

(viii) A material breach by the Participant of Company policies as may be in effect from time to time.

Further, all rights the Participant has or may have under the Plan shall be suspended automatically during the pendency of any investigation by the Board or its designee or any negotiations between the Board or its designee and the Participant regarding any actual or alleged act or omission by the Participant of the type described in the applicable definition of Cause.

(g) “ Change in Control ” has the meaning ascribed to it in Section 4.2 .

(h) “ Code ” means the Internal Revenue Code of 1986.

(i) “ Committee ” means the Committee acting under Article 5 , and in the event a Committee is not currently appointed, the Board.

(j) “ Company ” means USAmeriBancorp, Inc., a Florida corporation.

(k) “Company Call Right ” has the meaning ascribed to it in Section 7.3 .

(l) “ Director Participant ” means a Participant who is a member of the Board or the board of directors of a Subsidiary.

(m) “ Disability ” means the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident or health plan covering the Company’s or a Subsidiary’s employees.

(n) “ Effective Date ” has the meaning ascribed to it in Section 1.1 .

(o) “ Exchange Act ” means the Securities Exchange Act of 1934.

(p) “Fair Market Value” means, as of any date, the officially-quoted closing selling price of the Shares on such date on the principal national securities exchange on which Shares are listed or admitted to trading or, if there have been no sales with respect to Shares on such date, such price on the most immediately preceding date on which there have been such sales, or if the Shares are not so listed or admitted to trading, the Fair Market Value shall be the value established by the Committee in good faith and, to the extent required, in accordance with Code Sections 422 and 409A.

(q) “ FDIA ” means the Federal Deposit Insurance Act.

(r) “ Form S-8 ” means a Registration Statement on Form S-8 promulgated by the U.S. Securities and Exchange Commission.

(s) If the Participant is subject to an employment agreement (or other similar agreement) with the Company or a Subsidiary that provides a definition of termination for “good reason” (or the like), then, for purposes of the Plan, the term “ Good Reason ” has the meaning set forth in such agreement; and in the absence of such a definition, “ Good Reason ” means the occurrence of any one (1) of the following events, unless the Participant agrees in writing that such event shall not constitute Good Reason:

(i) A material, adverse change in the nature, scope, or status of the Participant’s position, authorities, or duties from those in effect immediately prior to the applicable Change in Control;

(ii) A material reduction in the Participant’s aggregate compensation or benefits in effect immediately prior to the applicable Change in Control; or

(iii) A relocation of the Participant’s primary place of employment of more than fifty (50) miles from the Participant’s primary place of employment immediately prior to the applicable Change in Control, or a requirement that the Participant engage in travel that is materially greater than prior to the applicable Change in Control.

Notwithstanding any provision of this definition to the contrary, prior to the Participant’s Termination of Service for Good Reason, the Participant must give the Company written notice of the existence of any condition set forth in clause (i) – (iii) immediately above within ninety (90) days of its initial existence and the Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, the Company cures the condition giving rise to Good Reason, the condition shall not constitute Good Reason. Further notwithstanding any provision of this definition to the contrary, in order to constitute a termination for Good Reason, such termination must occur within twelve (12) months of the initial existence of the applicable condition.

(t) “ Incumbent Board ” means the members of the Board as of the Effective Date.

(u) “ IPO ” means the date on which the Company closes the first sale of its Shares to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission and under the Securities act.

(v) “ ISO ” means a stock option that is intended to satisfy the requirements applicable to an “incentive stock option” described in Code Section 422(b).

(w) “ Owned Shares ” means Shares acquired in connection with an Award.

(x) “ Participant ” has the meaning ascribed to it in Section 1.2 .

(y) “ Performance-Based Compensation ” has the meaning ascribed to it in Code Section 162(m).

(z) “ Plan ” means the USAmeriBancorp, Inc. 2015 Long-Term Incentive Plan.

(aa) “ Policy ” has the meaning ascribed to it in Section 8.16 .

(bb) “ Prior Plan ” means the USAmeriBancorp, Inc. 2006 Stock Option and Restricted Stock Plan.

(cc) “ Right of First Refusal ” has the meaning ascribed to it in Section 7.4 .

(dd) “ SAR ” has the meaning ascribed to it in Section 2.1(b) .

(ee) “ Securities Act ” means the Securities Act of 1933.

(ff) “ Share ” means a share of Stock.

(gg) “ Shareholders ” means the shareholders of the Company.

(hh) “ Stock ” means the common stock of the Company, $.01 par value per share.

(ii) “ Subsidiary ” means any corporation or other entity that would be a “subsidiary corporation” (as defined in Code Section 424(f)) with respect to the Company.

(jj) “Termination of Service” means the first day occurring on or after a grant date on which the Participant ceases to be an employee and director of, and service provider to, the Company and each Subsidiary, regardless of the reason for such cessation, subject to the following:

(i) The Participant’s cessation as an employee or service provider shall not be deemed to occur by reason of the Participant’s being on a leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s services.

(ii) If, as a result of a sale or other transaction, the Subsidiary for whom the Participant is employed (or to whom the Participant is providing services) ceases to be a Subsidiary, and the Participant is not, following the transaction, an employee or director of, or service provider to, the Company or an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing services.

(iii) A service provider, other than an employee or director, whose services to the Company or a Subsidiary are governed by a written agreement with such service provider shall cease to be a service provider at the time the provision of services under such written agreement ends (without renewal); and such a service provider whose services to the Company or a Subsidiary are not governed by a written agreement with the service provider shall cease to be a service provider on the date that is ninety (90) days after the date the service provider last provides services requested by the Company or a Subsidiary.

(iv) Notwithstanding the foregoing, in the event that any Award constitutes deferred compensation, the term Termination of Service shall be interpreted by the Committee in a manner consistent with the definition of “separation from service” (as defined under Code Section 409A).

(kk) “ Transfer Notice ” has the meaning ascribed to it in Section 7.4 .

(ll) “ Voting Securities ” means any securities that ordinarily possess the power to vote in the election of directors without the happening of any precondition or contingency.

Section 9.2 Construction . In the Plan, unless otherwise stated, the following uses apply:

(a) actions permitted under the Plan may be taken at any time in the actor’s reasonable discretion;

(b) references to a statute or law shall refer to the statute or law and any amendments and any successor statutes or laws, and to all regulations promulgated under or implementing the statute or law, as amended, or its successors, as in effect at the relevant time;

(c) in computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to and including”;

(d) references to a governmental or quasi-governmental agency, authority, or instrumentality shall also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality;

(e) indications of time of day shall be based upon the time applicable to the location of the principal headquarters of the Company;

(f) the words “include,” “includes,” and “including” mean “include, without limitation,” “includes, without limitation,” and “including, without limitation,” respectively;

(g) all references to articles and sections are to articles and sections in the Plan;

(h) all words used shall be construed to be of such gender or number as the circumstances and context require;

(i) the captions and headings of articles and sections appearing in the Plan have been inserted solely for convenience of reference and shall not be considered a part of the Plan, nor shall any of them affect the meaning or interpretation of the Plan or any of its provisions;

(j) any reference to an agreement, plan, policy, form, document, or set of documents, and the rights and obligations of the parties under any such agreement, plan, policy, form, document, or set of documents, shall mean such agreement, plan, policy, document, or set of documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and

(k) all accounting terms not specifically defined in the Plan shall be construed in accordance with GAAP.