Exhibit 4.7
COUNTY BANK
INCENTIVE STOCK OPTION PLAN
AS OF MAY 15, 1995
1. PURPOSE
The Board of Directors of County Bank ("Company") wish to adopt the Stock
Option Plan effective as of May 15, 1995 (the "Plan"), which will provide
certain key employees of the Company (as defined below) with an opportunity to
purchase voting common stock of the companies as an Incentive to continue as
employees of the Company and to work for the growth, development, and financial
success of the Company.
2. DEFINITIONS
The following terms shall have the meaning set forth below, unless context
otherwise requires.
(a) "Company" means County Bank, an Arizona corporation and its successors
in interest.
(b) "Board of Directors" or "Board" means the Board of Directors of County
Bank.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(d) "Committee" means the Board of Directors, and is used interchangeably
with the term "Board of Directors" or "Board."
(e) "Effective Date", means May 15, 1995.
(f) "ISO" means an incentive stock option granted a Participant under this
Plan and which qualifies as an incentive stock option under section 422 of the
Code.
(g) "NSO" means any option granted under this Plan that is not an ISO.
(h) "Participant" means any employee of the Company who has been selected
by the Board to participate in the Plan.
(i) "Plan" means the Incentive Stock Option Plan, effective as of May 15,
1995.
(j) "Restricted Stock Grant" means the right granted a Participant to
purchase Restricted Stock at a price determined by the Board, and subject to
such restrictions and conditions as may be determined by the Board.
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(k) "Restricted Stock" means stock sold to a Participant pursuant to a
Restricted Stock Grant.
(l) "Stock" means the common stock of County Bank, par value $5.00 per
share.
(m) "Stock Option" means any ISO or NSO granted to a Participant under this
Plan, which is evidenced by a writing executed by the Participant and by an
authorized member of the Board.
(n) "Stock Grant" means the grant of a Stock Option or an award of a
Restricted Stock Grant.
3. STOCK GRANTS
The Board may make Stock Grants to a Participant (including, without
limitation, "ISO"s, "NSO"s or make Restricted Stock Grants) under this Plan, in
any combination. At the time a Stock Grant is awarded under this Plan, the Board
shall designate whether such grant is an ISO, NSO or a Restricted Stock Grant.
Any Stock Grant made by the Board hereunder shall be administered pursuant to,
and in accordance with, this Plan, and shall be subject to all restrictions set
forth herein. No Stock Grant shall be made under this Plan at any time that the
Company is "undercapitalized" as that term is defined in Section 7(h) of this
Plan.
4. ELIGIBILITY
The Board, subject to the following limitations, shall from time to time
designate from among the Company's employees those persons who will be
Participants in the Plan. Only full-time employees of the Company at the time a
Stock Option is granted, who, in the sole judgment of the Board, (i) are
qualified by position, training, ability, and responsibility to contribute
substantially to the progress of the Company; (ii) have a material, positive
effect on the results of the operations of the Company; or (iii) are key
employees or critical line employees shall be eligible to participate in the
Plan.
5. ADMINISTRATION
(a) Administrative Committee. This Plan shall be administered by the Board.
No Member of the Board shall participate in or take any action with respect to
any Stock Grant made with respect to such member, except as otherwise provided
herein. The Board shall hold meetings at such times and places as it may
determine for the purpose of administering the Plan and may entertain all
matters connected with the Plan at regular or special meetings of the Board,
whether or not such matters are included in the notice of such meeting. A
majority of the Board at a meeting at which a quorum is present, or acts reduced
to or approved in writing by a majority of the members of the Board, shall be
valid acts of the Board. The Board shall have the sole, final, and conclusive
authority to interpret this Plan, to determine the rights and obligations of
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participants under the Plan, and to determine matters relating to the County
Bank employment of a participant, including, without limitation, the time at
which a participant terminates employment. No member of the Board or the Board
shall be liable for any action or determination made in good faith with respect
to this Plan or any option granted hereunder.
(b) Administration of Plan. The Board may adopt rules and procedures for
administration of the Plan, to the extent such rules and procedures are not
inconsistent herewith, which shall be of general application to all Participants
and the Stock Options granted pursuant to the Plan. Subject to the provisions of
this Plan, the Board shall have the sole, final, and conclusive authority to
determine:
(1) Those employees who will become Participants and the terms and
conditions of their eligibility;
(2) The Participants to whom Stock Grants are to be made and the
nature and amount of such Stock Grants;
(3) All terms and conditions of each Stock Grant, including, without
limitation:
(i) The number of shares of Stock (as hereinafter defined) for
which a Stock Grant is made;
(ii) The price to be paid for Stock upon exercise of a Stock
Grant;
(iii) The terms and conditions of the exercise;
(iv) The terms of payment of the exercise price of a grant;
(v) Any conditions to which the grant or its exercise may be
subject; and
(vi) Any restrictions or limitations placed on Stock issued
pursuant to the exercise of a Stock Grant.
6. SHARES OF STOCK SUBJECT TO PLAN
(a) Shares Reserved For Option Grants. There shall be reserved for the
Stock Grants pursuant to this Plan 1 5% of the presently authorized and issued
Stock, which at the date hereof equals 200,981 shares. ISOs, NSOs or Restricted
Stock, or any combination thereof, may be granted pursuant to this Plan from
such shares, up to such total limitation; provided, however, that in no event
shall the aggregate number of shares of Stock subject to all Stock Grants made
under this Plan exceed 200,981 shares of Stock, except as described in paragraph
(b) below.
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(b) Adjustment to Shares. The aggregate number of shares of Stock which may
be issued under paragraph (a) of this Section 6 pursuant to Stock Grants made
under this Plan shall be automatically adjusted, without further action by the
Board or the Shareholders of the Company, to reflect changes in the
capitalization of the Company, such as stock dividends, stock splits, reverse
stock splits, subdivisions, reorganizations or reclassification, or any similar
recapitalization that affects or modifies the number of shares of Stock issued
and outstanding at any time.
(c) Number of Stock Grants: Partial Exercise. More than one Stock Grant may
be made to the same Participant, and Stock Grants may be subject to partial
exercise. If any Stock Grant made under this Plan expires or is terminated
without being exercised, or after being partially exercised, the shares of Stock
allocated to the unexercised portion of a Stock Grant shall revert to the pool
of shares reserved In paragraph (a) of this Section for grants made hereunder
and shall again be available for Stock Grants made under this Plan.
(d) ISOs. The aggregate fair market value of Stock subject to an ISO
granted under this Plan (determined without regard to this paragraph}
exercisable for the first time by any Participant during any calendar year
(under all plans of the Company} shall not exceed $100,000. The preceding
sentence shall be applied by taking ISO Options into account in the order in
which they were granted hereunder. If any ISO is granted that exceeds the
limitations of this paragraph at the first time it is exercisable, it shall not
be invalid, but shall constitute and be treated as an NSO to the extent of such
excess. For purposes of this Plan, the fair market value of the Stock subject to
any ISO shall be determined by the Board without regard to any restriction other
than a restriction which, by its terms, will never lapse.
7. TERMS AND CONDITIONS OF GRANTS
(a) Grant Agreement. Each Stock Grant made under this Plan shall be
evidenced by a written agreement ("Stock Grant Agreement"} and shall be executed
by the Company and the Participant. The Stock Grant Agreement shall contain any
terms and conditions required by this Plan and such other terms and conditions
not inconsistent with the Plan as the Board, in its sole discretion, may
require.
(b) Number of Shares and Notice of action. Each Stock Grant shall state the
number of shares of Stock subject to the grant and shall state whether the
action is for an ISO, NSO, or Restricted Stock.
(c) Option or Purchase Price. Each Stock Option shall state the exercise
price of the option, which, in the case of an ISO, shall not be less than less
than 100% of the fair market value of the optioned Stock on the date the Stock
Option is granted. Any Restricted Stock Grant shall state the price at which the
Restricted Stock may be purchased. In the case of a Participant who, at the time
the ISO is granted, owns shares of Stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (or any parent or
subsidiary}, the
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exercise price of such ISO shall be not less than 110% of the fair market value
of Stock on the date the option is granted, and in no event shall such option be
exercisable after the expiration of five years from the date such option is
granted. The fair market value of a share of Company's Stock shall equal the
closing County Bank price for such stock on the day preceding the date of grant,
as reported by the National Association of Securities Dealers Automated
Quoteline System (NASDAQ) (National Market) or The Wall Street Journal. If for
any reason the Company's stock is not publicly traded on a national securities
market or not listed on NASDAQ, the Board shall evaluate all factors which the
Board believes are relevant in determining the fair market value of a share of
Stock and, the Board, in good faith and exercising its business judgment, shall
establish the fair market value of the Stock as of the date an option is
granted.
(d) Limitation on Period in Which to Grant or Exercise Options. No ISO
shall be granted under this Plan more than 10 years after the earlier of (i) the
date the Plan is adopted by the Board or (ii) the date the Plan is approved by
the Shareholders of Company. Any Stock Grant other than an ISO made under the
Plan may be exercised within any reasonable term and may be granted any time
prior to the termination of the Plan. Exercise of an ISO is subject to the
limitation of Section 7(j) of the Plan.
(e) Transferability. No Stock Grant made under this Plan shall be
transferable by the Participant other than by will or by the laws of descent and
distribution. During a Participant's lifetime, a Stock Grant made hereunder
shall be exercisable only by the Participant and only if at all times during the
period of time beginning on the date the Stock Grant is made and ending on the
day three months (or one year, in the case of an employee who retires on account
of becoming "permanently and totally disabled" within the meaning of that term
under section 22(e)(3) of the Code) before the date of exercise of such Stock
Grant, such Participant was an employee of the Company (or a corporation or a
parent corporation or subsidiary corporation of a corporation assuming an option
in a transaction to which section 424(a) of the Code applies).
(f) Payment for Stock. The exercise price for any shares of Stock acquired
through the whole or partial exercise of any Stock Grant shall be paid in cash
or immediately available funds, or in Stock with a current market value equal to
all or a part of the exercise price, or both.
(g) Compliance With Applicable Laws and Regulations. Stock Grants made
under this Plan are subject to compliance with applicable federal and state law
as the Board, with the advice of Company's counsel, may deem appropriate,
including, without limitation, any provision necessary to comply with state or
federal securities laws.
(h) Disposition of ISO Stock. No Stock issued in connection with a
Participant's exercise of an ISO may be disposed of by the Participant within
two years from the date the option is granted nor within one year after the date
such Stock is issued to the Participant and be eligible for treatment as an ISO;
provided, however, unless otherwise provided in the Stock Grant Agreement,
these holding periods shall not apply if the Stock Option is exercised after the
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death of a Participant by the estate County Bank of such Participant, or by a
person who acquired the right to exercise such option by bequest or inheritance
or by reason of the death of a deceased Participant.
(i) Option Exercise Required. Every Stock Option shall be granted subject
to the following condition. Should the Company become "undercapitalized" as that
term is defined by the Federal Deposit Insurance Act and the regulations
promulgated pursuant thereto by the Federal Deposit Insurance Corporation and
amended thereafter from time to time, each Participant within 90 days after the
receipt of written notice (the "Notice") from the Company that it is
"undercapitalized" as herein defined and without regard to limitations on the
right to exercise the ISO, shall exercise all or part of the ISO's held by that
person. Any ISO not exercised by the Participants within the permitted time
shall lapse on the 91st day following the receipt of the Notice. The
unexercised portion of the Stock Grants shall revert to the pool of shares
reserved in Section 6(a) for grants made hereunder and shall again be available
for Stock Grants made under this Plan.
(j) Term of ISO. In no event shall an ISO granted under this Plan be
exercised after the expiration of 5 years from the date such option is granted.
(k) Insolvent Participants. No disposition of Stock, as described in
Section 422(c)(3) of the Code, acquired pursuant to the exercise of an ISO shall
constitute a disposition of Stock in violation of paragraph (h) of this Section.
8. MERGERS OR CONSOLIDATIONS
If Company at any time dissolves or undergoes a reorganization, including,
without limitation, a merger or consolidation with any other corporation, in any
manner or form whatsoever, and the surviving corporation is not Company and does
not agree to assume the options granted pursuant to this Plan or to substitute
options in place thereof, the Stock Grants made under this Plan may be
terminated, subject to the procedures set forth in this Section. Prior to any
termination of this Plan or the Stock Grants made hereunder, each Participant
holding an outstanding Stock Grant not yet exercised shall be notified of such
termination and shall be provided a reasonable period of not less than 15 days
in which to exercise such Stock Option prior to its termination. The Board may,
in its sole discretion, prescribe such terms and conditions as the Board deems
appropriate and authorize the exercise of such Stock Grants with respect to all
shares covered. Any Stock Grant not exercised in accordance with such prescribed
terms and conditions shall terminate as of the date specified by the Board, and
simultaneously, the Plan itself shall be terminated.
9. TERMINATION OF EMPLOYMENT
Any Stock Grant made pursuant to this Plan shall immediately terminate upon
a Participant's termination of employment with the Company, unless such
termination County
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Bank of employment occurs by reason of the death or retirement (including early
retirement) of the Participant or on account of the permanent and total
disability of the Participant (as such term is defined in Section 22(e)(3) of
the Code and the regulations therein). Upon retirement, a Participant (or the
administrator or conservator of the Participant's estate) may, subject to
Section 7(j) of the Plan, exercise any Stock Option granted in full within three
months of retirement or, in the event the Participant retired or terminated
employment on account of "permanent and total disability" (as that term is
defined in Section 22(e)(3) of the Code), within one year of retirement. Should
a Participant die while in the employment of the Company or within three months
after retirement, the Participant's personal representative of his or her estate
or other person who acquired the right to exercise such option by bequest or
inheritance or by reason of the death of the deceased optionee may, subject to
Section 7 (j) of the Plan or any contrary provision of the Stock Grant
Agreement, exercise the option in full within two years from the date of the
optionee's death, unless such exercise period would disqualify such ISO as an
incentive stock option under Section 422 of the Code.
10. EXPIRATION DATE OF PLAN
If not earlier terminated, this Plan shall terminate on May 15,2005. In no
event shall any Stock Option be granted under this Plan after May 15, 2005.
11. ADJUSTMENT TO SHARES SUBJECT TO STOCK OPTION
In the event the issued and outstanding Stock of Company is increased or
decreased by reason of any stock split, reverse stock split, subdivision, stock
dividend, reorganization, or reclassification, the Stock subject to any
unexercised Stock Grant shall be automatically adjusted, without further action
on the part of any person, to reflect the effect of such event, as if the shares
of Stock subject to such Stock Grant were then issued and outstanding.
12. CORPORATE ACTION
The grant of an option pursuant to this Plan shall not affect in any way
the right or power of Company to make adjustments, reclassifications,
reorganizations, or changes of any kind to its capital or business structure or
to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of
its business or assets.
13. RIGHTS AS A SHAREHOLDER
A Participant shall have no rights as a shareholder of Company with respect
to any shares of Stock subject to a Stock Grant made hereunder until the date of
the issuance of a stock certificate to the Participant for such shares. Except
as provided in Sections 6(b) and 11, no adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities, or other property) or
distributions or other rights for which the record date precedes the date a
stock
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certificate is issued to a Participant upon exercise of a Stock Grant, except as
otherwise provided in this Plan.
14. INVESTMENT PURPOSE
Unless the Stock received for issuance under this Plan is registered with
the Securities and Exchange Commission, each Stock Grant made under this Plan is
subject to the condition that the purchase of Stock hereunder by a Participant
is for investment purposes only, and not with a view to the subsequent resale or
distribution of such Stock, unless such Stock is registered under the Securities
Act of 1933, as amended, or an exemption from registration is available.
15. INVESTMENT LETTER
Any Participant exercising a Stock Grant shall, as a condition to such
exercise, execute and deliver to Company in any form the Board may require a
letter in which the Participant certifies and agrees that the Stock purchased
hereunder is for investment purposes only and not with a view to resale or
distribution of such Stock unless it is registered under the Securities Act of
1933, as amended, or an exemption from registration is available.
16. AMENDMENT OF THE PLAN
The Board may terminate, suspend, discontinue, modify or amend this Plan in
any respect whatsoever, except that, without approval of the Shareholders of
Company, no such revision or amendment shall change the number of shares of
stock of Company subject to the Plan, change the designation of the class of
employees eligible to receive options or decrease the price at which options may
be granted. The preceding sentence notwithstanding and subject to the provisions
of Section 7(g), the Company may not terminate this Plan with respect to any
issued and outstanding Stock Grant unless it gives the Participant notice of
termination and not less than 15 days in which to exercise such Stock Grant, if
such Stock Grant is then exercisable. To the extent this Plan has authorized the
Board to grant ISOs, this Plan shall be interpreted and construed so as to
qualify as an incentive stock option plan under Section 422 of the Code and the
regulations thereunder.
17. APPLICATION OF FUNDS
The proceeds received by Company from the sale of shares of Stock pursuant
to the exercise of options shall be used for general corporate purposes.
18. OBLIGATION TO EXERCISE GRANT
A Stock Grant shall impose no obligation upon the grantee to exercise such
grant.
19. EFFECTIVE DATE
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This Plan, shall be effective as of May 15, 1995, the "Effective Date," but
shall be subject to approval by the majority vote of the Shareholders of the
Company within 12 months after the Effective Date. If such approval is not given
by the Shareholders of the Company within that 12 month period, all options
granted under this Plan shall be void.
IN WITNESS WHEREOF, the foregoing Plan was approved by the Board on May 15,
1995, and is executed by the undersigned officers of County Bank, being duly
authorized to do so.
County Bank,
a[n] Arizona corporation
By: --------------------------------------------
Its: --------------------------------------------
By: --------------------------------------------
Its: --------------------------------------------
By: --------------------------------------------
Its: --------------------------------------------
By: --------------------------------------------
Its: --------------------------------------------
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CERTIFICATION OF
________________
IN WITNESS WHEREOF, this Plan was adopted by the Board of Directors of County
Bank ("Company") on May 15, 1995, subject to the condition that it be approved
by the Shareholders of County Bank on or before May 14, 1996, and was executed
by the Chairman of the Board of and its Secretary as of May 15, 1995.
DATED this _____ day of ____________________.
County Bank,
a[n] Arizona corporation
By: --------------------------------------------
Its: --------------------------------------------
