of the provisions of the Employee Retirement Security Act of 1974, as amended, nor is it a qualified plan under section 401(a) of the Internal Revenue Code of 1986, as amended. The Noone Option is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
James Noone 2022 Retention Bonus Arrangement
On May 17, 2022, the Board approved a Letter Agreement, dated as of May 17, 2022 (the “Letter Agreement”), by and between the Bank and James Noone for a retention bonus arrangement with Mr. Noone, in the amount of $520,000, less applicable deductions and withholdings (the “Retention Bonus”). The Letter Agreement is the definitive written agreement for the retention bonus arrangement approved by the Compensation Committee of the Board on March 29, 2022. The Retention Bonus is advanced and payable in cash in two equal payments, the first of which was made on April 1, 2022, and the second of which was made on March 31, 2023. To earn the Retention Bonus, however, Mr. Noone must be actively employed by the Company or its subsidiaries through January 15, 2023 (the “Retention Bonus Date”).
Javvis Jacobson Non-qualified Stock Option Agreement
The Company is party to a Non-qualified Stock Option Agreement, dated as of January 1, 2021 (the “Jacobson NSO Agreement”), with the Company’s Executive Vice President and Chief Financial Officer, Mr. Javvis Jacobson. The Jacobson NSO Agreement and the stock option granted thereunder (the “Jacobson Option”), to the extent not previously exercised, will expire on January 1, 2031, subject to earlier termination in the event of Mr. Jacobson’s termination of employment. The Jacobson NSO Agreement provides for the issuance of a maximum of 60,000 shares of the Company’s common stock for an exercise price of $4.50 per share pursuant to the exercise of the Jacobson Option. The Jacobson Option is fully vested and exercisable as of the grant date. The Jacobson NSO Agreement is not subject to any of the provisions of the Employee Retirement Security Act of 1974, as amended, nor is it a qualified plan under section 401(a) of the Internal Revenue Code of 1986, as amended. The Jacobson Option is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
2019 Stock Option Plan
The 2019 Plan became effective on June 20, 2019 and will terminate on June 20, 2029, but awards granted before that date will continue in effect in accordance with their terms. The purpose of the 2019 Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to our employees, directors and consultants and to promote the success of our business. The 2019 Plan permits us to grant options and restricted stock as determined and administered by our Compensation Committee. The 2019 Plan is administered by our Compensation Committee. Among other powers, our Compensation Committee has full and exclusive power to interpret the 2019 Plan, grant awards, and to determine the number of shares of common stock that will be subject to the awards. Under our 2019 Plan, incentive stock options can be granted only to our employees or employees of the Bank and nonstatutory stock options and restricted stock can be granted to employees, directors and consultants. Our Compensation Committee, in its sole discretion, may grant various forms of incentive awards, including incentive stock options, nonstatutory stock options, and restricted stock under the 2019 Plan. Each award will be reflected in an agreement between the Company and the relevant recipient and will be subject to the terms of the 2019 Plan, together with any other terms or conditions contained therein that are consistent with the 2019 Plan and that our Compensation Committee deems appropriate. Our Compensation Committee will determine the term and the exercise price per share of each option, provided that the term cannot exceed 10 years from the grant date and the exercise price can never be less than the fair market value of the underlying shares of common stock on the date of grant.
Our Compensation Committee may, at any time and from time to time and in any respect, terminate, amend or modify the 2019 Plan, including to ensure that the 2019 Plan and each award granted under the 2019 Plan comply with applicable law, regulations and stock exchange rules provided that no amendment (other than a capital adjustment) may adversely affect any outstanding award without the written consent of the participant holding such outstanding award. Such termination, amendment or modification may be without shareholder approval except to the extent that such approval is required by the Internal Revenue Code, or pursuant to the rules under Section 16 of the Exchange Act or under any other applicable laws, rules or regulations.
If a change in control (as defined in the 2019 Plan) occurs in which the Company is not the surviving corporation (or the Company survives only as a subsidiary of another corporation), the treatment of any and all outstanding