<PAGE>
As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-___________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
TEHAMA BANCORP
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 91-1775524
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
----------------------------------------
TEHAMA BANCORP 1994 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
----------------------------------
WILLIAM P. ELLISON, CHIEF EXECUTIVE OFFICER
TEHAMA BANCORP
239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------
(916) 528-3000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 340,412(1) $12.50(2) $4,255,150(2) $1289.44
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1 Issuable upon exercise of options outstanding or to be granted under
the Tehama Bancorp 1994 Stock Option Plan.
2 Estimated solely for the purpose of determining the registration fee,
based upon the average of the bid and asked prices for the Common
Stock on July 1, 1997, pursuant to Rule 457(h).
This registration statement, including exhibits, consists of 21
--------
sequentially numbered pages. The Exhibit Index is located at page 7.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required to be included in the Section
10(a) prospectus is not required to be included herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below filed or to be filed by
the Company with the Commission are incorporated in this registration statement
by reference:
(a) The Company's Current Report on Form 8-K dated July 1, 1997, which
includes as exhibits (1) audited balance sheets of Tehama Bank as of December
31, 1996 and 1995 and related audited statements of income, shareholders' equity
and cash flows for each of the three years in the period ended December 31,
1996, the notes thereto and related report of independent public accountant
(Exhibit 99.3), and (2) the Bank's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, as filed with the Board of Governors of the Federal
Reserve System (Exhibit 99.4). (The Company was incorporated on January 15,
1997 and hence has not previously filed an Annual Report on Form 10-K pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 15(d) of the Exchange Act.
(c) The Company's common stock is not registered under Section 12 of
the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement, and to be a part hereof from the date of such filing.
ITEM 4. DESCRIPTION OF SECURITIES
See information under the heading "CAPITAL STOCK OF BANCORP AND THE
BANK" on pages 29-32 of the Company's Pre-Effective Amendment No. 1 to
Registration Statement No. 333-23525 on Form S-4 filed with the Commission on
April 2, 1997, which information is incorporated here by reference.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The California General Corporation Law provides for the
indemnification of officers and directors who are made or are threatened to be
made a party to any legal proceeding by reason of their service to the Company.
The Articles of Incorporation and Bylaws of the Company permit indemnification
of directors and officers to the
2
<PAGE>
maximum extent permitted by California law. The Company has in effect director
and officer liability insurance policies indemnifying the Company and the
officers, directors and certain assistant officers of the Company and officers
and directors of the Company's subsidiaries within specific limits for certain
liabilities incurred by reason of their being or having been directors or
officers. The Company pays the entire premium for these policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits, which is incorporated in this item by
reference.
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 (the "Securities Act");
(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 registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is
3
<PAGE>
against public policy as expressed in the Securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
4
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, 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 City of Red Bluff, State of California, on June 30, 1997.
TEHAMA BANCORP
(Registrant)
By /s/ William P. Ellison
-----------------------
William P. Ellison
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: July 1, 1997 /s/ William P. Ellison
---------------------------------------------------------
William P. Ellison, President and Chief Executive Officer
Date: July 1, 1997 /s/ Frank S. Onions
---------------------------------------------------------
Frank S. Onions, Senior Vice President and Cashier
(Principal Financial Officer and
Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William P. Ellison and Frank S. Onions, and each
or any one of them, his true and lawful attorney-in-fact and agent, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or their or his
substitutes or substitute, June lawfully do or cause to be done by virtue
hereof.
Date: July 1, 1997 /s/ Henry Clay Arnest III
-----------------------------------------
Henry Clay Arnest III, Director
Date: July 1, 1997 /s/ Louis J. Bosetti
-----------------------------------------
Louis J. Bosetti, Director
Date: July 1, 1997 /s/ Daniel B. Cargile
-----------------------------------------
Daniel B. Cargile, Director
5
<PAGE>
Date: July 1, 1997 /s/ Harry Dudley
-----------------------------------------
Harry Dudley, Director
Date: July 1, 1997 /s/ William P. Ellison
-----------------------------------------
William P. Ellison, Director
Date: July 1, 1997 /s/ Garry D. Fish
-----------------------------------------
Garry D. Fish, Director
Date: July 1, 1997 /s/ Max M. Froome
-----------------------------------------
Max M. Froome, Director
Date: July 1, 1997 /s/ Orville K. Jacobs
-----------------------------------------
Orville K. Jacobs, Director
Date: July 1, 1997 /s/ Gary C. Katz
-----------------------------------------
Gary C. Katz, Director
Date: July 1, 1997 /s/ John W. Koeberer
-----------------------------------------
John W. Koeberer,
Director and Chairman of the Board
Date: July 1, 1997 /s/ Raymond C. Lieberenz
------------------------------------------
Raymond C. Lieberenz,
Director and Secretary of the Board
Date: July 1, 1997 /s/ Gary L. Napier
------------------------------------------
Gary L. Napier,
Director and Vice Chairman of the Board
Date: July 1, 1997 /s/ Gene Penne
------------------------------------------
Gene Penne, Director
Date: July 1, 1997 /s/ Terrance A. Rust
------------------------------------------
Terrance A. Rust, Director
6
<PAGE>
INDEX OF EXHIBITS
Exhibit Sequential
No. Exhibit Name Page No.
- -- ------------ --------
5 Opinion of Counsel: 8
23.1 Consent of Counsel (See Exhibit 5)
23.2 Consent of Independent Auditors: Perry-Smith&Co 9
24 Power of Attorney (see signature pages)
99 Tehama Bancorp 1994 Stock Option Plan 10-21
7
<PAGE>
Exhibit 5
July 1, 1997
Board of Directors
Tehama Bancorp
239 South Main Street
Red Bluff, California 96080
Re: TEHAMA BANCORP 1994 STOCK OPTION PLAN, AS AMENDED
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by Tehama
Bancorp (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 340,412 shares of the Company's
Common Stock, no par value issuable under the Company's 1994 Stock Option Plan,
as amended. As counsel to the Company, we have examined such questions of law
and such corporate records and other documents as we have considered necessary
or appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion these shares have been duly and
validly authorized and, when issued and sold in the manner contemplated by the
Registration Statement, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Coudert Brothers
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
on Form S-8, pertaining to the Tehama Bancorp 1994 Stock Option Plan, as
amended, of our report dated January 30, 1997, with respect to the financial
statements of its wholly owned subsidiary, Tehama Bank, attached as an exhibit
to Tehama Bancorp's Form 8-K dated July 1, 1997, filed with the Securities and
Exchange Commission.
Perry-Smith&Co.
Sacramento, California
July 1, 1997
- ------
<PAGE>
Exhibit 99
TEHAMA BANCORP
1994 STOCK OPTION PLAN
<PAGE>
(AS AMENDED AND EFFECTIVE JUNE 30, 1997)
TEHAMA BANCORP
1994 STOCK OPTION PLAN
INDEX
ARTICLE COMMENCING
NO. DESCRIPTION ON PAGE
---------------------------------------------------------------------------
1. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . 1
(a) BOARD OF DIRECTORS AND COMMITTEE . . . . . . . . . . . . . . . . . 1
(b) POWERS OF COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . 2
(c) DELIVERY OF OPTION AGREEMENT . . . . . . . . . . . . . . . . . . . 2
3. PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. GRANT, TERMS AND CONDITIONS OF OPTIONS . . . . . . . . . . . . 3
(a) GRANTS TO OFFICERS AND EMPLOYEES . . . . . . . . . . . . . . . . . 3
(b) OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(c) DURATION AND VESTING OF OPTIONS. . . . . . . . . . . . . . . . . . 3
(d) EXERCISE OF OPTIONS; PAYMENT . . . . . . . . . . . . . . . . . . . 4
(e) TAX WITHHOLDING. . . . . . . . . . . . . . . . . . . . . . . . . . 4
(f) TERMINATION OF EMPLOYEE OR OFFICER STATUS. . . . . . . . . . . . . 5
(i) DEATH OR DISABILITY. . . . . . . . . . . . . . . . . . . . . 5
(ii) CAUSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
(iii) OTHER REASONS. . . . . . . . . . . . . . . . . . . . . . . . 5
(g) TRANSFERABILITY OF OPTIONS . . . . . . . . . . . . . . . . . . . . 6
(h) OTHER TERMS AND CONDITIONS . . . . . . . . . . . . . . . . . . . . 6
(i) USE OF PROCEEDS FROM EXERCISE OF OPTIONS . . . . . . . . . . . . . 6
(j) RIGHTS AS A SHAREHOLDER. . . . . . . . . . . . . . . . . . . . . . 6
(k) DIRECTORS' OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . 6
2
<PAGE>
(l) TERMINATION OF DIRECTOR STATUS . . . . . . . . . . . . . . . . . . 6
6. ADJUSTMENT OF AND CHANGES IN THE SHARES. . . . . . . . . . . . 7
(a) CHANGES IN CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . 7
(b) CHANGE OF CONTROL OF BANCORP . . . . . . . . . . . . . . . . . . . 7
(c) TENDER OFFER . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(d) NO FRACTIONAL SHARES . . . . . . . . . . . . . . . . . . . . . . . 8
(e) OTHER EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7. LISTING OR QUALIFICATION OF SHARES . . . . . . . . . . . . . . 8
8. AMENDMENT AND TERMINATION OF THE PLAN. . . . . . . . . . . . . 8
(a) AUTHORITY OF BOARD OF DIRECTORS; PERMITS AND SHAREHOLDER
APPROVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
(b) EFFECT OF AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . 9
9. EFFECTIVENESS OF THE PLAN. . . . . . . . . . . . . . . . . . . 9
10. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE;
NOTICE OF SALE. . . . . . . . . . . . . . . . . . . . . . . . 9
11. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . 9
ii
<PAGE>
TEHAMA BANCORP
1994 STOCK OPTION PLAN
1. PURPOSE.
The purpose of this 1994 Stock Option Plan (the "Plan") of Tehama Bancorp
and its present or future affiliates (hereinafter collectively referred to as
"Bancorp") is to secure for Bancorp and its stockholders the benefits of the
incentive inherent in the ownership of common stock ("Common Stock") of Bancorp
by those key full-time employees, officers and directors of Bancorp who will
share responsibility with management of Bancorp for its future growth and
success. An "affiliate" of Bancorp means any bank or corporation in an unbroken
chain of banks or corporations beginning or ending with Bancorp, if at the time
of the granting of an option, each such bank or corporation other than the last
in that chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other banks or
corporations in the chain. The Plan was originally adopted and approved in 1994
by the Board of Directors and shareholders of Tehama Bank (the "Bank"), and
adopted effective June 30, 1997, by the Board of Directors of Bancorp pursuant
to section 2.5 of the Plan of Reorganization and Merger Agreement dated February
12, 1997, between the Bank, Bancorp and Tehama Merger Corporation.
2. ADMINISTRATION.
(a) BOARD OF DIRECTORS AND COMMITTEE. The Plan shall be administered
by a committee of the Board of Directors appointed for such purposes by the
Board of Directors (the "Committee") and composed of not less than two (2)
disinterested directors. Once appointed, the Committee shall administer the
Plan on behalf of the Board of Directors, subject to such terms and conditions
as the Board of Directors may prescribe and shall continue to serve until
otherwise directed by the Board of Directors. The Committee may include the
entire Board of Directors if all of its members are disinterested. A
"disinterested" director is a director who has not been granted or awarded,
during the period of one year prior to the time such director becomes a member
of the Committee, options pursuant to this Plan or any other similar plan of
Bancorp except pursuant to subarticle 5(k) of the Plan or similar provisions of
such other plan providing for formula grants to directors in compliance with
Rule 16b-3(c)(ii) of the Securities and Exchange Commission, or any applicable
successor rule, and applicable related rulings and interpretations.
The Board of Directors may from time to time remove members from or add
members to the Committee. Vacancies on the Committee, howsoever caused, shall
be filled by the Board of Directors. The Board of Directors shall designate a
Chairman and Vice-Chairman of the Committee from among the Committee members.
Acts of the Committee (i) at a meeting, held at a time and place and in
accordance with rules adopted by the Committee, at which a quorum of the
Committee is present and
1
<PAGE>
acting, or (ii) reduced to and approved in writing by a majority of the members
of the Committee, shall be the valid acts of the Committee.
(b) POWERS OF COMMITTEE. Bancorp shall effect the grant of options
under the Plan by execution of instruments in writing in a form approved by the
Committee. Subject to the express terms and conditions of the Plan and the
terms of any option outstanding under the Plan, the Committee shall have full
power (i) to construe the Plan and the terms of any option granted under the
Plan, (ii) to prescribe, amend and rescind rules and regulations relating to the
Plan or such options, and (iii) to make all other determinations necessary or
advisable for the Plan's administration, including, without limitation, the
power to (A) determine which persons meet the requirements of Section 3 hereof
for selection as participants in the Plan; (B) determine to whom of the eligible
persons, if any, options shall be granted under the Plan; (C) establish the
terms and conditions required or permitted to be included in every option
agreement or any amendments thereto, including whether options to be granted
thereunder shall be incentive stock options ("Incentive Stock Options"), as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or stock options not entitled under the Code to treatment as Incentive
Stock Options ("Nonstatutory Stock Options"); (D) specify the number of shares
to be covered by each option; (E) in the event a particular option is to be an
Incentive Stock Option, determine and incorporate such terms and provisions, as
well as amendments thereto, as shall be required in the judgment of the
Committee, so as to provide for or conform such option to any change in any law,
regulation, ruling or interpretation applicable thereto; (F) determine the fair
market value of Common Stock used by an optionee to pay for the exercise of
options or the withholding of any tax hereunder; (G) accelerate or defer (with
the consent of the optionee) the exercise date of any option, consistent with
the provisions of subarticle 5(b); (H) cancel options outstanding under the Plan
with the consent of the affected optionee and issue replacement options
therefor; and (I) make all other determinations deemed necessary or advisable
for administering the Plan. The Committee's determination on all matters
subject to its regulation or determination under the Plan shall be final,
binding and conclusive.
(c) DELIVERY OF OPTION AGREEMENT. At the time of the grant of an
option, the Committee shall cause to be delivered to the participant a copy of
the participant's stock option agreement and either a copy of the Plan or a
disclosure statement that summarizes the provisions of the Plan and the stock
option agreement.
3. PARTICIPANTS.
Participants in the Plan (hereinafter the "Participants") shall be those
key, full-time salaried employees and key, full-time salaried officers of
Bancorp, to whom options may be granted from time to time by the Committee.
Directors shall be Participants in the Plan subject to the specific limitations
provided in subarticle 5(k).
2
<PAGE>
4. THE SHARES.
The shares of stock subject to options authorized to be granted under the
Plan (hereinafter the "Shares") shall consist of 153,331 shares of Bancorp's
Common Stock, or the number and kind of shares of stock or other securities
which shall be substituted for such Shares or to which such Shares shall be or
have been adjusted as provided in Article 6 of the Plan. The Shares subject to
the Plan shall be set aside initially out of the authorized but unissued shares
of Common Stock of Bancorp not reserved for any other purpose. Shares of Common
Stock subject to an option which, for any reason, terminates in whole or part
unexercised as to the Shares, shall remain in the Plan, and thereto shall be
added shares of Common Stock (i) delivered by an optionee in payment of any
portion of the exercise price of the option or taxes due in connection with such
exercise, or (ii) withheld from the Shares otherwise deliverable upon exercise
of the option in payment of the exercise price or taxes due in connection with
such exercise.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS.
(a) GRANTS TO OFFICERS AND EMPLOYEES. Options may be granted at any
time prior to the termination of the Plan to key, full-time, salaried officers
and other key, full-time salaried employees of Bancorp who, in the judgment of
the Committee, contribute to the successful conduct of Bancorp's operation
through their judgment, interest, ability and special efforts; provided,
however, that: (i) an eligible officer or employee shall not participate in the
granting of his or her own option; (ii) the aggregate fair market value
(determined as of the date the option is granted) of the stock with respect to
which Incentive Stock Options are exercisable for the first time by any optionee
during any calendar year (under all stock option plans of Bancorp) shall not
exceed $100,000; (iii) except in the case of termination by death or disability,
as set forth in subarticle (c) below, the granted option must be exercised by
the optionee no later than three (3) months after any termination of employment
with Bancorp and said employment must have been continuous since the granting of
the option; and (iv) the total number of shares subject to options granted to
any one optionee, at any one time, shall not exceed ten percent (10%) of the
then issued and outstanding shares of Common Stock of Bancorp.
(b) OPTION PRICE. The purchase price of each option shall be not less
than one hundred percent (100%) of the fair market value of the Shares subject
thereto on the date the option is granted, as such value is determined by the
Committee. The fair market value of such stock shall be determined in
accordance with any reasonable method of valuation, including the valuation
methods described in Treasury Regulation Section 20.2031-2. If, however, an
employee owns stock of Bancorp possessing more than 10 percent (10%) of the
total combined voting power of all classes of stock of Bancorp, the option price
of any Incentive Stock Option granted to such optionee shall be not less than
110 percent (110%) of such fair market value at the time such option is granted.
(c) DURATION AND VESTING OF OPTIONS. Each option shall vest in such
manner and at such time up to but not exceeding ten (10) years from the date the
option is granted as the Committee shall determine in its sole discretion;
provided also, however, that the Committee may, in its sole discretion,
accelerate the time of exercise of any option; provided further, that if an
Incentive Stock
3
<PAGE>
Option is granted to any employee owning stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of Bancorp,
such option by its terms is not exercisable after the expiration of five (5)
years from the date such option is granted. The termination of the Plan shall
not alter the maximum duration, the vesting provisions, or any other term or
condition of any option granted prior to the termination of the Plan.
(d) EXERCISE OF OPTIONS; PAYMENT. To the extent the right to purchase
Shares has vested under a Participant's stock option agreement, options
thereunder may be exercised from time to time by delivering to the Secretary of
Bancorp an irrevocable written notice of exercise which shall identify the
option agreement and specify the number of Shares as to which the agreement is
being exercised, together with (i) payment therefor in cash, certified check,
official bank check, or the equivalent thereof acceptable to Bancorp, (ii)
delivery of other shares of Common Stock owned by the optionee and having a fair
market value on the date of surrender equal to the aggregate exercise price of
the Shares as to which the option shall be exercised, (iii) delivery of an
election to Bancorp to withhold a sufficient number of Shares from the Shares
otherwise due upon exercise of the option having an aggregate fair market value
on the date of exercise equal to the exercise price, (iv) any combination of
payment or delivery in accordance with (i) through (iii), or (v) any other
consideration or method of payment for the issuance of Shares permitted under
applicable law.
In addition, full payment for the purchased Shares may be effected through
a broker-dealer sale and remittance procedure pursuant to which the optionee (i)
shall provide irrevocable written instructions to a designated brokerage firm to
effect the immediate sale of all or a sufficient portion of the purchased Shares
to enable said brokerage firm to remit to Bancorp, out of the sale proceeds
available on the settlement date for such sale, sufficient funds to cover the
aggregate exercise price payable for the purchased Shares plus all applicable
federal, state and local income and employment taxes required to be withheld by
Bancorp by reason of such purchase, and (ii) shall provide a written directive
to Bancorp to deliver (or to have its transfer agent deliver) the certificates
for the purchased Shares directly to such brokerage firm in order to complete
the sale transaction. Exercise of an option by the delivery of shares already
owned or by the withholding of Shares from the Shares otherwise due upon
exercise of the option shall be effected in such a manner so as not to result in
the cancellation of outstanding shares of Common Stock and so as to result in a
certificate being issued to the optionee for the net number of Shares being
acquired by the exercise. An optionee's election to deliver shares owned by the
optionee or to have Bancorp withhold Shares from the Shares otherwise due upon
exercise of the option to satisfy the payment of the exercise price of the
option shall be subject to approval by the Committee and must be made in
accordance with rules and procedures established by the Committee, including the
time within which such an election must be made.
(e) TAX WITHHOLDING. Where Bancorp deems that it is appropriate to
withhold taxes relating to the exercise of any option, the Committee may in its
discretion require that such taxes be paid in a manner satisfactory to Bancorp.
Bancorp may require the payment of such taxes before Shares of Bancorp's Common
Stock deliverable pursuant to such exercise are transferred to the optionee. An
Optionee may elect to pay such tax by having Bancorp withhold a sufficient
number of Shares otherwise deliverable pursuant to the exercise of such Option
or by delivering to Bancorp a sufficient number of shares of Common Stock owned
by the optionee. The value of shares of Common Stock withheld or delivered
shall be the fair market value of such shares, as determined by
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the Committee, on the date the exercise becomes taxable. All elections shall be
affected in such a manner so as not to result in the cancellation of outstanding
shares and are subject to the approval of the Committee and must be made in
compliance with rules and procedures established by the Committee.
(f) TERMINATION OF EMPLOYEE OR OFFICER STATUS. Upon the termination
of an optionee's status as an employee or officer of Bancorp, his or her rights
to exercise an option then held shall be only as follows:
(i) DEATH OR DISABILITY. If an optionee's employment or status as an
officer is terminated by death or disability, such optionee or such optionee's
qualified representative (in the event of the optionee's mental disability) or
the optionee's estate (in the event of optionee's death) shall have the right
for a period of twelve (12) months following the date of such death or
disability to exercise the option to the extent the optionee was entitled to
exercise such option on the date of the optionee's death or disability, provided
the actual date of exercise is in no event after the expiration of the term of
the option. An optionee's "estate" shall mean the optionee's legal
representative or any person who acquires the right to exercise an option by
reason of the optionee's death.
(ii) CAUSE. If an employee or officer is determined by the Board of
Directors to have committed an act of embezzlement, fraud, dishonesty, breach
of fiduciary duty to Bancorp, or to have deliberately disregarded the rules
of Bancorp which resulted in loss, damage or injury to Bancorp, or if an
optionee makes any unauthorized disclosure of any of the secrets or
confidential information of Bancorp, induces any client or customer of
Bancorp to break any contract with Bancorp or induces any principal for whom
Bancorp acts as agent to terminate such agency relations, or engages in any
conduct which constitutes unfair competition with Bancorp, or if an optionee
is removed from any office of Bancorp by the Federal Deposit Insurance
Corporation or any other bank regulatory agency, or if an optionee is removed
from the Board of Directors pursuant to Section 302 or Section 304 of the
California Corporations Code, the optionee or the optionee's estate shall be
entitled, within thirty (30) days after termination of employment or officer
status, whether or not after termination of employment or officer status the
optionee may receive payment from Bancorp for vacation pay, for services
rendered prior to termination, for services for the day on which termination
occurred, for salary in lieu of notice, or for other benefits, to exercise
any outstanding option to the extent such option was exercisable by the
optionee on the date of termination of the optionee's employment or status as
an officer, provided the date of exercise in no event occurs after the
expiration of the term of the option. In making such determination, the
Board of Directors shall act fairly and shall give the optionee an
opportunity to appear and be heard at a hearing before the full Board of
Directors and present evidence on the optionee's behalf. For the purpose of
this paragraph, termination of employment or officer status shall be deemed
to occur when Bancorp dispatches notice or advice to the optionee that the
optionee's employment or status as an officer is terminated, and not at the
time of optionee's receipt thereof.
(iii) OTHER REASONS. If an optionee's employment or status as an officer is
terminated for any reason other than those mentioned in subsections (i) and (ii)
above, the optionee may, within three (3) months following such termination,
exercise the option to the extent such option was exercisable by the optionee on
the date of termination of the optionee's employment or status as an officer,
provided the date of exercise in no event occurs after the expiration of the
term of the option.
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(g) TRANSFERABILITY OF OPTIONS. Each option shall be transferable
only by will or the laws of descent and distribution and shall be exercisable
during the optionee's lifetime only by the optionee or, in case of the
optionee's mental disability, the optionee's qualified representative.
(h) OTHER TERMS AND CONDITIONS. Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Committee shall deem appropriate. No option, however, nor anything
contained in the Plan, shall confer upon any optionee any right to continue in
the employ or in the status as an officer or director of Bancorp, nor limit in
any way the right of Bancorp to terminate an optionee's employment or status as
an officer at any time.
(i) USE OF PROCEEDS FROM EXERCISE OF OPTIONS. Proceeds from the sale
of Shares pursuant to the exercise of options granted under the Plan shall
constitute general funds of Bancorp.
(j) RIGHTS AS A SHAREHOLDER. The optionee shall have no rights as a
shareholder with respect to any Shares until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance, except
as provided in Article 6 hereof.
(k) DIRECTORS' OPTIONS. Notwithstanding anything to the contrary in
other provisions of the Plan, each director of Bancorp who is not a full-time
salaried employee or full-time salaried officer of Bancorp shall be eligible to
participate in the Plan in accordance with this subarticle. Options granted to
such directors are subject to the following additional terms and conditions:
(i) all grants to directors shall be Nonstatutory Stock Options; (ii) options
granted to directors shall be exercisable immediately as to 20% of the Shares
subject to the option and as to the remainder of the Shares in four additional
installments of 20% of the Shares on each of the first four anniversary dates
after the date of grant; (iii) options granted to directors under the Plan shall
expire five (5) years from the date of grant; (iv) each member of the Board of
Directors as of the effective date of the Plan shall be granted, as of such
date, an option to purchase 4,500 shares at a price equal to 100% of the fair
market value of the Shares at the time of grant, or such number or kind of
shares of stock or other securities which shall be substituted for such number
of Shares or to which such number of Shares shall be adjusted as provided in
Article 6 of the Plan; (v) each person first becoming a member of the Board of
Directors after the effective date of the Plan shall be granted, as of the date
such person becomes a member of the Board of Directors, an option identical to
the option described in subsection (iv) immediately above; and (vi) no director
shall be entitled to receive more than one grant of options pursuant to this
subarticle.
(l) TERMINATION OF DIRECTOR STATUS. An option held by a non-employee
director shall terminate in connection with the termination of the optionee's
status as a director as follows: (i) if such optionee's status as a director is
terminated as a result of death or disability or any reason other than cause as
specified in subarticle (ii) immediately below, the option shall terminate in
accordance with subarticles (f)(i) and (iii) above; (ii) such option shall
terminate immediately (A) if the optionee is removed as a director of Bancorp
pursuant to Section 302 or Section 304 of the California Corporations Code or by
the Federal Deposit Insurance Corporation or any other bank regulatory agency,
or (B) if such optionee's status as a director is terminated on account of any
act of embezzlement, fraud, dishonesty, breach of fiduciary duty to Bancorp,
deliberate disregard of the rules of Bancorp resulting in loss, damage or injury
to Bancorp, unauthorized disclosure of any of the secrets
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or confidential information of Bancorp, inducement of any client or customer of
Bancorp to break any contract with Bancorp or of any principal for whom Bancorp
acts as agent to terminate such agency relations, or engaging in any conduct
which constitutes unfair competition with Bancorp.
6. ADJUSTMENT OF AND CHANGES IN THE SHARES.
(a) CHANGES IN CAPITALIZATION. In the event the shares of Common
Stock of Bancorp, as presently constituted, shall be changed into or exchanged
for a different number or kind of shares of stock or other securities of Bancorp
or of another corporation (whether by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split, split-up,
combination of shares, or otherwise), or if the number of shares of Common Stock
of Bancorp shall be increased through the payment of a stock dividend, the
Committee shall substitute for or add to each share of Common Stock of Bancorp
theretofore appropriated or thereafter subject or which may become subject to an
option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock of Bancorp shall be
so changed, or for which each share shall be exchanged, or to which each such
share shall be entitled, as the case may be. In addition, the Committee shall
make appropriate adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be exercisable,
so that any optionee's proportionate interest in Bancorp by reason of his or her
rights under unexercised portions of such options shall be maintained as before
the occurrence of such event. Such adjustment in outstanding options shall be
made without change in the total price to the unexercised portion of the option
and with a corresponding adjustment in the option price per share.
(b) CHANGE OF CONTROL OF BANCORP. In the event of (i) a sale,
dissolution or liquidation of Bancorp, (ii) a merger or consolidation in which
Bancorp is not the surviving or resulting corporation, or (iii) the acquisition
by any company, person or group (whether by a single acquisition or a series of
acquisitions) of twenty percent (20%) or more of the outstanding shares of
Common Stock of Bancorp (or shares of stock or other securities which shall be
substituted for such shares or to which such shares shall be adjusted as
provided in subarticle (a) above)(a "Change of Control"), the Committee shall
have the power to cause the termination of every option outstanding hereunder,
except that the surviving or resulting corporation may, in its absolute and
uncontrolled discretion, tender an option or options to purchase its shares on
its terms and conditions, both as to the number of shares and otherwise;
provided, however, that in all events the optionee shall have the right, during
a reasonable period of time as determined by the Committee and prior to such
sale, dissolution, liquidation, merger or consolidation or Change of Control, to
notification thereof and to exercise the optionee's option and purchase Shares
subject thereto to the extent of any unexercised portion of the option,
regardless of the vesting provisions of the option. This right of exercise
shall be conditioned in each case upon, respectively, (i) the execution of a
final plan of dissolution or liquidation, or (ii) the execution of a definitive
agreement of merger or consolidation, or (iii) the filing of a notice of change
of control of Bancorp involving a Change of Control as defined hereinabove,
pursuant to the Change in Bank Control Act of 1978 (or any similar successor
statute), and, if required by law in case (i) or (ii) above, the approval of
such plan or agreement by the shareholders of Bancorp.
(c) TENDER OFFER. In the event of an offer by any person or entity to
all shareholders of Bancorp to purchase any or all shares of Common Stock of
Bancorp (or shares of stock or other
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securities which shall be substituted for such shares or to which such shares
shall be adjusted as provided in subarticle (a) above) any optionee under this
Plan shall have the right upon the commencement of such offer to exercise the
option and purchase shares subject thereto to the extent of any unexercised or
unvested portion of such option.
(d) NO FRACTIONAL SHARES. No right to purchase fractional shares
shall result from any adjustment in options pursuant to this Article 6. In case
of any such adjustment, the Shares subject to the option shall be rounded down
to the nearest whole Share. Notice of any adjustment shall be given by Bancorp
to each holder of an option which is so adjusted and such adjustment (whether or
not such notice is given) shall be effective and binding for all purposes of the
Plan.
(e) OTHER EVENTS. Except as expressly provided in this Article 6, an
optionee shall have no rights by reason of any of the following events: (i) the
subdivision or consolidation of shares of stock of any class; (ii) the payment
of any stock dividend; (iii) any other increase or decrease in the number of
shares of stock of any class; (iv) any dissolution, liquidation, merger,
consolidation, spin-off or acquisition of assets or stock of another
corporation; (v) any issue by Bancorp of shares of stock of any class, or
securities convertible into shares of any class. The grant of an option
pursuant to the Plan shall not affect in any way the right or power of Bancorp
to make adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets.
7. LISTING OR QUALIFICATION OF SHARES.
All options granted under the Plan are subject to the requirement that, if
at any time the Committee shall determine in its discretion that the listing or
qualification of the Shares subject thereto on any securities exchange or under
any applicable law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of or in connection with the
issuance of the Shares under the option, the option may not be exercised in
whole or in part unless such listing, qualification, consent or approval shall
have been effected or obtained, free of any condition not acceptable to the
Board of Directors or the Committee.
8. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AUTHORITY OF BOARD OF DIRECTORS; PERMITS AND SHAREHOLDER APPROVAL.
The Board of Directors shall have complete power and authority to terminate or
amend the Plan; provided, however, that the provisions of subarticle 5(k) of the
Plan shall not be amended more than once every six months, other than to comport
with changes in the Code or the Employee Retirement Income Security Act or rules
promulgated under either of them. The Board of Directors shall, to the extent
required, and in the manner required, by Rule 16b-3(b) of the Securities and
Exchange Commission, as amended from time to time, or by any successor rule or
other applicable law or regulation, obtain shareholder approval of any amendment
to the Plan. The Board of Directors shall not, without the approval of the
shareholders of Bancorp and the approval of the Superintendent, (i) increase the
maximum number of shares for which options may be granted under the Plan; (ii)
change the computation as to minimum option prices set forth in subarticle 5(b);
(iii) extend the period during which options may be granted or
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exercised; or (iv) amend the requirements as to the class of employees, officers
or directors eligible to receive options.
(b) EFFECT OF AMENDMENT OR TERMINATION. Except as provided in Section
6, no termination or amendment of the Plan may, without the consent of any
employee, officer or director to whom an option shall theretofore have been
granted, adversely effect the rights of such optionee under such option. Unless
the Plan shall have been terminated by action of the Board of Directors prior
thereto, it shall terminate February 17, 2004.]
9. EFFECTIVENESS OF THE PLAN.
The Plan shall become effective upon the last to occur of (i) approval of
the Plan by the Board of Directors of the Bank, and (ii) receipt of an
appropriate permit from the California Superntendent of Banks, and (iii) May 3,
1994. No option may be granted prior to the receipt of such permit or exercised
in whole or part prior to the approval of the Plan by the shareholders of the
Bank. If such shareholder approval is not obtained within 12 months before or
after the date the Plan is adopted, the Plan shall be null and void.
10. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF
SALE.
No optionee shall be entitled to the privileges of stock ownership as to
any Shares not actually issued and delivered to the optionee. No Shares shall
be purchased upon the exercise of any option unless and until any applicable
requirements of any regulatory agencies having jurisdiction and of any exchanges
upon which the Common Stock of Bancorp may be listed shall have been fully
complied with. Bancorp shall diligently endeavor to comply with all applicable
securities laws before any options are granted under the Plan and before any
Shares are issued pursuant to the exercise of such options. The optionee shall
give Bancorp notice of any sale or other disposition of any such Shares not more
than five (5) days after such sale or disposition.
11. SEVERABILITY.
If any provision of this Plan shall be determined to be invalid or
prohibited by applicable law, it shall be construed, interpreted and limited to
effectuate its purpose to the maximum extent legally permissible. If any such
provision cannot be so construed and interpreted, such provision shall be
ineffective to the extent of such invalidity or prohibition without invalidating
the remainder of such provision or the remaining provisions of the Plan, and the
Plan shall be construed to the maximum extent possible to carry out its terms
without such invalid or unenforceable provision or portion thereof.
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