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Exhibit 10.4
FIRST COMMUNITY BANCORP STOCK INCENTIVE PLAN
ADOPTED: MAY 31, 2000
1. PURPOSE.
The purpose of the First Community Bancorp Stock Incentive
Plan (the "Plan") is to strengthen First Community Bancorp, a California
corporation (the "Corporation") and those corporations which are or hereafter
become subsidiary corporations by providing an additional means of attracting
and retaining competent managerial personnel and by providing to participating
directors, officers, and key employees added incentives for high levels of
performance and for unusual efforts to increase the earnings of the Corporation
and any Subsidiary as defined herein; to allow consultants, business associates
and others with business relationships with the Corporation, an opportunity to
participate in the ownership of the Corporation and thereby have an interest in
the success and increased value of the Corporation; and to allow optionees under
the Rancho Santa Fe National Bank 1992 Stock Option Plan and under the First
Community Bank of the Desert 1987 Incentive Stock Option Plan (collectively the
"Subsidiary Plans") to exchange their unexercised, unexpired stock options under
the Subsidiary Plans, for options granted under Section 7 of this Plan, adjusted
as required by the Merger Agreement, as defined herein, or by Section 7 hereof.
The Plan seeks to accomplish these purposes and achieve these results by
providing a means whereby such directors, officers, key employees, consultants,
business associates and others may purchase shares of Common Stock as defined
herein of the Corporation pursuant to Stock Options or Stock Awards as defined
herein granted in accordance with this Plan.
Stock Options granted pursuant to this Plan are intended to be
Incentive Stock Options as defined herein or Non-Qualified Stock Options as
defined herein, as shall be determined and designated by the Stock Option
Committee as defined herein upon the grant of each Stock Option hereunder. All
options granted under the Subsidiary Plans shall be exchanged for comparable
Incentive Stock Options or Non-Qualified Stock Options, according to their
original terms, subject to those adjustments thereto as are required by the
Merger Agreement, as defined herein, or by Section 7 hereof. The provisions of
the Plan as amended shall apply to all Options previously issued pursuant to the
Plan.
2. DEFINITIONS. For the purposes of this Plan, the following
terms shall have the following meanings:
(a) "COMMON STOCK." This term shall mean shares of the
Corporation's no par value common stock, subject to adjustment pursuant to
Section 15 (Adjustment Upon Changes in Capitalization) hereunder.
(b) "CORPORATION." This term shall mean First Community
Bancorp, a California corporation.
(c) "ELIGIBLE PARTICIPANT." This term shall mean:
(i) all directors of the Corporation or any
Subsidiary;
(ii) all full time officers (whether or not they
are also directors) of the Corporation or any Subsidiary;
(iii) all full time key employees (as such persons
may be determined by the Stock Option Committee from time to time) of the
Corporation or any Subsidiary; and
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(iv) consultants, business associates or others
with important business relationships with the Corporation.
(d) "FAIR MARKET VALUE." This term shall mean, as of any
date, the fair market value of the Corporation's Common Stock determined as
follows:
(i) If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation, the National Market System of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, the Fair Market Value of a
share of Common Stock shall be the closing sales price for such stock (or the
closing bid, if no sales are reported) as quoted on such system or exchange (or
the exchange with the greatest volume of trading in the Common Stock) on the
last market trading day prior to the day of determination, as reported in the
Wall Street Journal or such other source as the Stock Option Committee deems
reliable;
(ii) If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or is regularly quoted by
recognized securities dealers but selling prices are not reported, the Fair
Market Value of a share of Common Stock shall be the mean between the high bid
and low asked prices for the Common Stock on the last market trading day prior
to the day of determination, as reported in the Wall Street journal or such
other source as the Stock Option Committee deems reliable;
(iii) In the absence of any established market for
the Common Stock, the Fair Market Value shall be determined in good faith by the
Stock Option Committee.
(e) "GRANTEE." This term shall mean (i) any Optionee or
(ii) any Eligible Participant to whom a Stock Award has been granted pursuant to
this Plan, provided that at least part of the Stock Award is outstanding and
unvested.
(f) "INCENTIVE STOCK OPTION." This term shall mean a
Stock Option which is an "Incentive Stock Option" within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
(g) "MERGER AGREEMENT." This term shall mean the
Agreement and Plan of Merger dated October 22, 1999, as amended, by and among
the Corporation, and Rancho Santa Fe National Bank and First Community of the
Desert.
(h) "NON-QUALIFIED STOCK OPTION." This term shall mean a
Stock Option which is not an Incentive Stock Option.
(i) "OPTION SHARES." This term shall mean shares of
Common Stock which are covered by and subject to any outstanding unexercised
Stock Option granted pursuant to this Plan.
(j) "OPTIONEE." This term shall mean any Eligible
Participant to whom a Stock Option has been granted pursuant to this Plan,
including those persons to whom an option is granted under Section 7 hereof in
exchange for options previously granted under either of the Subsidiary Plans,
provided that at least part of the Stock Option is outstanding and unexercised.
(k) "PLAN." This term shall mean the First Community
Bancorp Stock Incentive Plan as embodied herein and as may be amended from time
to time in accordance with the terms hereof and applicable law.
(l) "STOCK AWARD." This term shall mean a grant by the
Corporation of a specified number of shares of Common Stock upon terms and
conditions determined by the Stock Option Committee.
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(m) "STOCK OPTION." This term shall mean the right to
purchase from the Corporation a specified number of shares of Common Stock under
the Plan at a price and upon terms and conditions determined by the Stock Option
Committee, and shall include options granted under Section 7 hereof in exchange
for options previously granted under either of the Subsidiary Plans, as modified
by the Merger Agreement.
(n) "STOCK OPTION COMMITTEE." The Board of Directors of
the Corporation may select and designate a stock option committee consisting of
at least two and not more than five persons, at least two of whom are directors,
having full authority to act in the matters. Regardless of whether a Stock
Option Committee is selected, the Board of Directors may act as the Stock Option
Committee and any action taken by the Board of Directors as such shall be deemed
to be action taken by the Stock Option Committee. All references in the Plan to
the "Stock Option Committee" shall be deemed references to the Board of
Directors acting as a stock option committee and to a duly appointed Stock
Option Committee, if there be one. In the event of any conflict between any
action taken by the Board of Directors acting as a Stock Option Committee and
any action taken by a duly appointed Stock Option Committee, the action taken by
the Board of Directors shall be controlling and the action taken by the duly
appointed Stock Option Committee shall be disregarded.
(o) "SUBSIDIARY." This term shall mean any subsidiary
corporation of the Corporation as such term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended.
(p) "SUBSIDIARY PLANS." This term shall be defined as
provided in Section 1 of this Plan.
(q) "TERMINATING EVENT." This term shall mean:
(i) the consummation of a plan of dissolution or
liquidation of the Corporation;
(ii) the individuals who, as of the effective
date of the reorganization contemplated by the Merger Agreement, are members of
the Board of Directors of the Corporation ("Incumbent Board"), cease for any
reason to constitute at least two-thirds of the members of the Board; provided,
however, that if the election, or nomination for election by the Corporation's
shareholders, of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided, further, however, that
no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) or other
actual or threatened solicitation of proxies or consents by or on behalf of a
"Person" (as the term person is used for purposes of Section 13(d) or 14(d) of
the Exchange Act) other than the Board of Directors (a "Proxy Contest")
including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest;
(iii) the consummation of a plan of
reorganization, merger or consolidation involving the Corporation, except for a
reorganization, merger or consolidation where (A) the shareholders of the
Corporation immediately prior to such reorganization, merger or consolidation
own directly or indirectly at least 70% of the combined voting power of the
outstanding voting securities of the corporation resulting from such
reorganization, merger or consolidation (the "Surviving Corporation") in
substantially the same proportion as their ownership of voting securities of the
Corporation immediately prior to such reorganization, merger or consolidation,
and (B) the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such reorganization,
merger or consolidation constitute at least two-thirds of the members of the
board of directors of the Surviving Corporation, or a corporation beneficially
directly or indirectly owning a majority of the voting securities of the
Surviving Corporation;
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(iv) the sale of all or substantially all the
assets of the Corporation to another Person; or
(v) the acquisition of beneficial ownership of
stock representing more than fifty percent (50%) of the voting power of the
Corporation then outstanding by another Person.
(r) "VESTING EVENT." This term shall mean the approval by
the shareholders of the Corporation of any matter, plan or transaction which
would constitute a Terminating Event, or if any Terminating Event occurs without
shareholder approval, the occurrence of such Terminating Event.
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3. ADMINISTRATION.
(a) STOCK OPTION COMMITTEE. This Plan shall be
administered by the Stock Option Committee. The Board of Directors of the
Corporation shall have the right, in its sole and absolute discretion, to remove
or replace any person from or on the Stock Option Committee at any time for any
reason whatsoever.
(b) ADMINISTRATION OF THE PLAN. Any action of the Stock
Option Committee with respect to the administration of the Plan shall be taken
pursuant to a majority vote, or pursuant to the unanimous written consent, of
its members. Any such action taken by the Stock Option Committee in the
administration of this Plan shall be valid and binding, so long as the same is
in conformity with the terms and conditions of this Plan. Subject to compliance
with each of the terms, conditions and restrictions set forth in this Plan,
including, but not limited to, those set forth in Section 6(a) hereof, the Stock
Option Committee shall have the exclusive right, in its sole and absolute
discretion, to establish the terms and conditions of any Stock Options or Stock
Awards granted under the Plan, including, without limitation, the power to:
(i) establish the number of Stock Options or
Stock Awards, if any, to be granted hereunder, in the aggregate and with regard
to any individual Eligible Participant;
(ii) determine the time or times when such Stock
Options or Stock Awards, or any parts thereof, may vest or be exercised;
(iii) determine and designate which Stock Options
granted under the Plan shall be Incentive Stock Options and which shall be
Non-Qualified Stock Options;
(iv) determine the Eligible Participants, if any,
to whom Stock Options or Stock Awards are granted, and determine the date as of
which a Grantee's status as an Eligible Participant shall have terminated and
provide written notice of such termination to such Grantee within 60 days after
such termination date;
(v) determine the duration and purposes, if any,
of leaves of absence which may be permitted to holders of unexercised, unexpired
Stock Options without such constituting a termination of employment under the
Plan;
(vi) prescribe and amend the terms, provisions
and form of any instrument or agreement setting forth the terms and conditions
of every Stock Option or Stock Award granted hereunder (such terms and
conditions to include, without limitation, the exercise price, the time or times
when Stock Options or Stock Awards may vest or be exercised (which may be based
on performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Stock Option,
Stock Award or the Option Shares or Common Stock relating thereto); and
(vii) make loans to or guarantee any obligations
of any Optionees, except directors, in connection with the exercise of Stock
Options as specified in Section 8(c) hereof, whenever the Stock Option Committee
determines that such loan or guarantee may reasonably be expected to benefit the
Corporation, subject to the provisions of Section 315(b) of the California
General Corporations Law of 1977, as amended and subject to Regulations G, U and
T promulgated by the Board of Governors of the Federal Reserve System pursuant
to Section 7 of the Securities Exchange Act of 1934, if the Option Shares are
listed on a stock exchange or are contained in the list of over-the-counter
margin securities published by the Federal Reserve Board.
(c) DECISIONS AND DETERMINATIONS. Subject to the express
provisions of the Plan, the Stock Option Committee shall have the authority to
construe and interpret the Plan, to define the terms used therein, to prescribe,
amend, and rescind rules, regulations and policies relating to the
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administration of the Plan, and to make all other determinations necessary or
advisable for administration of the Plan. Determinations of the Stock Option
Committee on matters referred to in this Section 3 shall be final and conclusive
so long as the same are in conformity with the terms of this Plan.
4. SHARES SUBJECT TO THE PLAN.
Subject to adjustments as provided in Section 15 hereof, the
maximum number of shares of Common Stock which may be issued upon exercise of
Stock Options or pursuant to Stock Awards granted under this Plan shall be
780,000 shares in the aggregate (including the shares of Common Stock issuable
upon exercise of Stock Options previously granted under Subsidiary Plans). If
any Stock Option or Stock Award shall be canceled, surrendered, or expire for
any reason without having been exercised or received in full, the unpurchased
Common Stock represented thereby shall again be available for grants under this
Plan.
5. ELIGIBILITY.
Only Eligible Participants shall be eligible to receive
grants of Stock Options and Stock Awards under this Plan.
6. GRANTS OF STOCK OPTIONS.
(a) GRANT. Subject to the express provisions and
limitations of the Plan, the Stock Option Committee, in its sole and absolute
discretion, may grant Stock Options to Eligible Participants exercisable, for a
number of Option Shares, at the price(s) and time(s), on the terms and
conditions and to such Eligible Participants as it deems advisable and specifies
in the respective grants. Subject to the limitations and restrictions set forth
in the Plan, an Eligible Participant who has been granted a Stock Option or
Stock Award may, if otherwise eligible, be granted additional Stock Options if
the Stock Option Committee shall so determine. The Stock Option Committee shall
designate in each grant of a Stock Option whether the Stock Option is an
Incentive Stock Option or a Non-Qualified Stock Option. No Eligible Participant
shall be granted in any fiscal year of the Corporation Stock Options to purchase
more than 100,000 Option Shares. If a Stock Option expires or terminates for any
reason without having been exercised in full, the unpurchased shares subject to
such expired or terminated option will continue to count against the maximum
number of shares for which Stock Options may be granted to an Eligible
Participant in any fiscal year of the Corporation or portion thereof. The
limitations set forth in the two preceding sentences are intended to satisfy the
requirements applicable to Stock Options such that they qualify as
"performance-based compensation" (within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended).
(b) DATE OF GRANT AND RIGHTS OF OPTIONEE. The
determination of the Stock Option Committee to grant a Stock Option shall not in
any way constitute or be deemed to constitute an obligation of the Corporation,
or a right of the Eligible Participant who is the proposed subject of the grant,
and shall not constitute or be deemed to constitute the grant of a Stock Option
hereunder unless and until both the Corporation and the Eligible Participant
have executed and delivered the form of stock option agreement then required by
the Stock Option Committee as evidencing the grant of the Stock Option, together
with such other instruments as may be required by the Stock Option Committee
pursuant to this Plan; provided, however, that the Stock Option Committee may
fix the date of grant as any date on or after the date of its final
determination to grant the Stock Option (or if no such date is fixed, then the
date of grant shall be the date on which the determination was made by the Stock
Option Committee to grant the Stock Option), and such date shall be set forth in
the stock option agreement. The date of grant as so determined shall be deemed
the date of grant of the Stock Option for purposes of this Plan.
(c) SHAREHOLDER-EMPLOYEES. Notwithstanding anything to
the contrary contained elsewhere herein, an Incentive Stock Option shall not be
granted hereunder to an Eligible
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Participant who owns, directly or indirectly, at the date of the grant of the
Incentive Stock Option, more than ten percent (10%) of the total combined voting
power of all classes of capital stock of the Corporation or a Subsidiary
corporation, unless the purchase price of the Option Shares subject to said
Incentive Stock Option is at least one hundred and ten percent (110%) of the
Fair Market Value of the Option Shares, determined as of the date said Stock
Option is granted.
(d) MAXIMUM VALUE OF INCENTIVE STOCK OPTIONS. To the
extent that the aggregate Fair Market Value (determined at the time the Stock
Option is granted) of Option Shares which are designated as Incentive Stock
Options are exercisable for the first time by an Eligible Participant pursuant
to the terms of the Plan during any calendar year exceeds One Hundred Thousand
Dollars ($100,000), such excess Stock Options shall be treated as Non-Qualified
Stock Options.
(e) NON-QUALIFIED STOCK OPTIONS. All Stock Options
granted by the Stock Option Committee which: (i) are designated at the time of
grant as Incentive Stock Options but do not so qualify under the provisions of
Section 422 of the Code or any regulations or rulings issued by the Internal
Revenue Service for any reason; (ii) are in excess of the Fair Market Value
limitation set forth in Section 6(d); or (iii) are designated at the time of
grant as Non-Qualified Stock Options, shall be deemed Non-Qualified Stock
Options under this Plan. Non-Qualified Stock Options granted or substituted
hereunder shall be so designated in the stock option agreement entered into
between the Corporation and the Optionee.
(f) AWARD OF RESTORATION OPTIONS. In the event that any
Optionee delivers to the Corporation shares of Common Stock in payment of the
exercise price of any Option, the Stock Option Committee shall have the right to
provide for the grant of a "Restoration Option" to such Optionee. The grant of a
Restoration Option shall be subject to the satisfaction of such conditions and
criteria as the Stock Option Committee in its sole discretion shall establish
from time to time, including the requirement that the shares of Common Stock
tendered in payment of the exercise price have been held by the Optionee for a
period of more than six months. A Restoration Option shall entitle the holder
thereof to purchase a number of shares of Common Stock equal to the number of
shares delivered or withheld upon exercise of the original Option and, in the
discretion of the Stock Option Committee, the number of shares, if any delivered
or withheld by the Corporation to satisfy any withholding tax liability arising
in connection with the exercise of the original Option. A Restoration Option
shall have a per share exercise price of not less than 100% of the per share
Fair Market Value of the Common Stock on the date of grant of such Restoration
Option, a term not longer than the term of the original Option at the time of
exercise thereof, and such other terms and conditions as the Committee in its
sole discretion shall determine.
7. STOCK OPTION EXERCISE PRICE.
(a) MINIMUM PRICE. The exercise price of any Stock
Options for Option Shares shall be determined by the Stock Option Committee, in
its sole and absolute discretion, upon the grant of a Stock Option. Except as
provided elsewhere herein, said exercise price shall not be less than one
hundred percent (100%) of the Fair Market Value of the Common Stock represented
by the Option Share on the date of grant of the related Stock Option.
(b) EXCHANGED STOCK OPTIONS. Where the outstanding shares
of stock of another corporation are changed into or exchanged for shares of
Common Stock of the Corporation without monetary consideration to that other
corporation, then, subject to the approval of the Board or Directors of the
Corporation, Stock Options may be granted in exchange for unexercised, unexpired
stock options of the other corporation, including but not limited to
unexercised, unexpired stock options under the Subsidiary Plans, and the
exercise price of the Option Shares subject to each Stock Option so granted may
be fixed at a price less than one hundred percent (100%) of the Fair Market
Value of the Common Stock at the time such Stock Option is granted if said
exercise price has been computed to be not less than the exercise price set
forth in the stock option of the other corporation, with appropriate
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adjustment to reflect the exchange ratio of the shares of stock of the other
corporation into the shares of Common Stock of the Corporation.
8. EXERCISE OF STOCK OPTIONS.
(a) EXERCISE. Except as otherwise provided elsewhere
herein, each Stock Option shall be exercisable in such increments, which need
not be equal, and upon such contingencies as the Stock Option Committee shall
determine at the time of grant of the Stock Option; provided, however, (i) that
if an Optionee shall not in any given period exercise any part of a Stock Option
which has become exercisable during that period, the Optionee's right to
exercise such part of the Stock Option shall continue until expiration of the
Stock Option or any part thereof as may be provided in the related stock option
agreement, and (ii) a minimum of twenty percent (20%) of the Stock Option shall
be exercisable in each year over a five year period from the date the Stock
Option is granted. No Stock Option or part thereof shall be exercisable except
with respect to whole shares of Common Stock, and fractional share interests
shall be disregarded except that they may be accumulated.
(b) NOTICE AND PAYMENT. Stock Options granted hereunder
shall be exercised by written notice delivered to the Corporation specifying the
number of Option Shares with respect to which the Stock Option is being
exercised, together with concurrent payment in full of the exercise price as
hereinafter provided in Section 8(c) hereof. If the Stock Option is being
exercised by any person or persons other than the Optionee, said notice shall be
accompanied by proof, satisfactory to counsel for the Corporation, of the right
to such person or persons to exercise the Stock Option. The Corporation's
receipt of a notice of exercise without concurrent receipt of the full amount of
the exercise price shall not be deemed an exercise of a Stock Option by an
Optionee, and the Corporation shall have no obligation to an Optionee for any
Option Shares unless and until full payment of the exercise price is received by
the Corporation in accordance with Section 8(c) hereof, and all of the terms and
provisions of the Plan and the related stock option agreement have been complied
with.
(c) PAYMENT OF EXERCISE PRICE. The exercise price of any
Stock Option for Option Shares purchased upon the proper exercise of a Stock
Option shall be paid in full at the time of each exercise of a Stock Option in
cash and/or, with the prior written approval of the Stock Option Committee, in
Common Stock of the Corporation owned of record on the books of the Corporation
by the Optionee for a period of at least six (6) months prior to such payment
and which, when added to the cash payment, if any, has an aggregate Fair Market
Value equal to the full amount of the exercise price of the Stock Option, or
part thereof, then being exercised and/or, with the prior written approval of
the Stock Option Committee, on a deferred basis evidenced by a promissory note,
containing such terms and subject to such security as the Stock Option Committee
shall determine to be fair and reasonable from time to time, for the total
option price for the number of Option Shares so purchased. No director,
consultant or business associate may purchase any Stock Option on a deferred
basis unless evidenced by a promissory note. Unless payment is on a deferred
basis, payment by an Optionee as provided herein shall be made in full
concurrently with the Optionee's notification to the Corporation of his
intention to exercise all or part of a Stock Option. If all or part of payment
is made in shares of Common Stock as heretofore provided, such payment shall be
deemed to have been made only upon receipt by the Corporation of all required
share certificates, and all stock powers and other required transfer documents
necessary to transfer the shares of Common Stock to the Corporation.
(d) REORGANIZATION. Notwithstanding any provision in any
stock option agreement pertaining to the time of exercise of a Stock Option, or
part thereof, upon the occurrence of a Vesting Event, the Stock Option shall
become immediately exercisable as to all Option Shares (whether or not
previously vested).
(e) MINIMUM EXERCISE. Not less than ten (10) Option
Shares may be purchased at any one time upon exercise of a Stock Option unless
the number of shares purchased is the total number which remains to be purchased
under the Stock Option.
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9. STOCK AWARDS.
(a) GRANT. Subject to the express provisions and
limitations of the Plan, the Stock Option Committee, in its sole and absolute
discretion, may grant Stock Awards to Eligible Participants for a number of
shares of Common Stock on the terms and conditions and to such Eligible
Participants as it deems advisable and specifies in the respective grants.
Subject to the limitations and restrictions set forth in the Plan, an Eligible
Participant who has been granted a Stock Option or Stock Award may, if otherwise
eligible, be granted additional Stock Options or Stock Awards if the Stock
Option Committee shall so determine.
(b) RESTRICTIONS. The Stock Option Committee, in its sole
and absolute discretion, may impose restrictions in connection with any Stock
Award, including without limitation, (i) imposing a restricted period during
which all or a portion of the Common Stock subject to the Stock Award may not be
sold, assigned, transferred, pledged or otherwise encumbered (the "Restricted
Period"), (ii) providing for a vesting schedule with respect to such Common
Stock such that if a Grantee ceases to be an Eligible Participant during the
Restricted Period, some or all of the shares of Common Stock subject to the
Stock Award shall be immediately forfeited and returned to the Corporation. The
Stock Option Committee may, at any time, reduce or terminate the Restricted
Period. Each certificate issued in respect of shares of Common Stock pursuant to
a Stock Award which is subject to restrictions shall be registered in the name
of the Grantee, shall be deposited by the Grantee with the Company together with
a stock power endorsed in blank and shall bear an appropriate legend summarizing
the restrictions imposed with respect to such shares of Common Stock.
(c) REORGANIZATION. Notwithstanding any provision in any
agreement pertaining to a Stock Award, or part thereof, upon the occurrence of a
Vesting Event, all shares of Common Stock subject to the Stock Award shall
become immediately vested.
(d) RIGHTS AS SHAREHOLDER. Subject to the terms of any
agreement governing a Stock Award, the Grantee of a Stock Award shall have all
the rights of a shareholder with respect to the Common Stock issued pursuant to
a Stock Award, including the right to vote such shares; provided, however, that
dividends or distributions paid with respect to any such shares which have not
vested shall be deposited with the Corporation and shall be subject to
forfeiture until the underlying shares have vested unless otherwise released by
the Stock Option Committee in its sole discretion. A Grantee shall not be
entitled to interest with respect to the dividends or distributions so
deposited.
10. COMPLIANCE WITH LAW.
No shares of Common Stock shall be issued by the Corporation
pursuant to a Stock Award or upon exercise of any Stock Option, and a Grantee
shall have no rights or claim to such shares, unless and until: (a) with respect
to a Stock Option, payment in full as provided in Section 8(c) hereof has been
received by the Corporation; (b) in the opinion of the counsel for the
Corporation, all applicable registration requirements of the Securities Act of
1933, all applicable listing requirements of securities exchanges or
associations on which the Corporation's Common Stock is then listed or traded,
and all other requirements of law and of regulatory bodies having jurisdiction
over such issuance and delivery, have been fully complied with; and (c) if
required by federal or state law or regulation, the Grantee shall have paid to
the Corporation the amount, if any, required to be withheld on the amount deemed
to be compensation to the Grantee as a result of the exercise of his or her
Stock Option or his or her Stock Award, or made other arrangements satisfactory
to the Corporation, in its sole discretion, to satisfy applicable income tax
withholding requirements.
11. NONASSIGNABILITY
Except to the extent otherwise provided in the applicable
Stock Option or Stock Award Agreement, no Stock Option, Stock Award or any other
right granted to any person under the Plan shall
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be assignable or transferable other than by will or by the laws of descent and
distribution, and all such Stock Options and Stock Awards and other rights shall
be exercisable during the life of the Grantee only by the Grantee or the
Grantee's legal representative. Notwithstanding the immediately preceding
sentence, the Committee may permit a Grantee to transfer any Stock Option which
is not an Incentive Stock Option to one or more of the Grantee's immediate
family members or to trusts established in whole or in part for the benefit of
the Grantee and/or one or more of such immediate family members. For purposes of
the Plan, the term "IMMEDIATE FAMILY" shall mean the Grantee's spouse and issue
(including adopted and step children).
12. CESSATION OF EMPLOYMENT.
Except as provided in Sections 13, 14 or 16 hereof, if, for
any reason, an Optionee's status as an Eligible Participant is terminated, the
Stock Options granted to such Optionee shall expire on the expiration dates
specified for said Stock Options at the time of their initial grant, or three
(3) months after written notice is provided to the Optionee that the Optionee's
status as an Eligible Participant is terminated, whichever is earlier. During
such period Stock Options shall be exercisable only as to those increments, if
any, which had become exercisable as of the date on which written notice is
provided to the Optionee that such Optionee's status as an Eligible Participant
terminated, and any Stock Options or increments which had not become exercisable
as of such date shall expire and terminate automatically on such date.
13. DEATH OF OPTIONEE.
If an Optionee loses his status as an Eligible Participant by
reason of death, or if an Optionee dies during the three-month period referred
to in Section 12 hereof, the Stock Options granted to such Optionee shall expire
on the expiration dates specified for said Stock Options at the time of their
initial grant, or one (1) year after the date of such death, whichever is
earlier. After such death but before such expiration, subject to the terms and
provisions of the Plan and the related stock option agreements, the person or
persons to whom such Optionee's rights under the Stock Options shall have passed
by will or by the applicable laws of descent and distribution, or the executor
or administrator of the Optionee's estate, shall have the right to exercise such
Stock Options to the extent that increments, if any, had become exercisable as
of the date on which the Optionee died.
14. DISABILITY OF OPTIONEE.
If an Optionee is disabled while employed by or while serving
as a director of the Corporation or a Subsidiary or during the three-month
period referred to in Section 12 hereof, the Stock Options granted to such
Optionee shall expire on the expiration dates specified for said Stock Options
at the time of their initial grant, or one (1) year after the date of such
disability, whichever is earlier. After such disability but before such
expiration, the Optionee or a guardian or conservator of the Optionee's estate,
as duly appointed by a court of competent jurisdiction, shall have the right to
exercise such Stock Options to the extent that increments, if any, had become
exercisable as of the date on which the Optionee became disabled or ceased to be
employed by the Corporation or a Subsidiary as a result of the disability. For
the purpose of this Section 14, an Optionee shall be deemed to have become
"disabled" if it shall appear to the Stock Option Committee, upon written
certification delivered to the Corporation by a qualified licensed physician,
that the Optionee has become permanently and totally unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death, or which has lasted
or can be expected to last for a continuous period of not less than twelve (12)
months.
15. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
If the outstanding shares of Common Stock of the Corporation
are increased, decreased, or changed into or exchanged for a different number or
kind of shares or securities of the Corporation,
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through a reorganization, merger, recapitalization, reclassification, stock
split, stock dividend, stock consolidation, or otherwise, without consideration
to the Corporation, an appropriate and proportionate adjustment shall be made in
the number and kind of shares as to which Stock Options and Stock Awards may be
granted. A corresponding adjustment changing the number or kind of Option Shares
and Stock Awards and the exercise prices per share allocated to unexercised
Stock Options, or portions thereof, which shall have been granted prior to any
such change, shall likewise be made. Any such adjustment, however, in an
outstanding Stock Option shall be made without change in the total price
applicable to the unexercised portion of the Stock Option, but with a
corresponding adjustment in the price for each Option Share subject to the Stock
Option. Any adjustment under this Section shall be made by the Stock Option
Committee, whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive. No fractional shares of stock
shall be issued or made available under the Plan on account of any such
adjustment, and fractional share interests shall be disregarded and the
fractional share interest shall be rounded down to the nearest whole number.
16. TERMINATING EVENTS.
Not less than thirty (30) days prior to the occurrence of any
Terminating Event, the Stock Option Committee or the Board of Directors shall
notify each Grantee of the pendency of the Terminating Event. Upon the effective
date of the Terminating Event, the Plan shall automatically terminate and all
Stock Options theretofore granted shall terminate and all unvested Stock Awards
shall be cancelled and the underlying Common Stock forfeited and returned to the
Company, unless provision is made in connection with such transaction for the
continuance of the Plan and/or assumption of Stock Options and unvested Stock
Awards theretofore granted, or substitution for such Stock Options and unvested
Stock Awards with new stock options and awards covering stock of a successor
employer corporation, or a parent or subsidiary corporation thereof, solely at
the discretion of such successor corporation, or parent or subsidiary
corporation, with appropriate adjustments as to number and kind of shares and
prices, in which event the Plan, options and awards theretofore granted shall
continue in the manner and under the terms so provided. If the Plan and
unexercised Stock Options shall terminate pursuant to the foregoing sentence,
all persons shall have the right to exercise the Stock Options then outstanding
and not exercised (including those vested pursuant to Section 8(d) hereof) at
such time prior to the consummation of the transaction causing such termination
as the Corporation shall designate, unless the Board of Directors shall have
provided for the cancellation of such Stock Options in exchange for a cash
payment equal to the excess of the Fair Market Value of the Common Stock as of
the date of the Terminating Event over the exercise price of such Stock Options.
17. AMENDMENT AND TERMINATION.
The Board of Directors of the Corporation may at any time and
from time-to-time suspend, amend, or terminate the Plan and may, with the
consent of a Grantee, make such modifications of the terms and conditions of a
Stock Option or Stock Award as it shall deem advisable; provided that, except as
permitted under the provisions of Section 16 hereof, no amendment or
modification may be adopted without the Corporation having first obtained all
necessary regulatory approvals and approval of the holders of a majority of the
Corporation's shares of Common Stock present, or represented, and entitled to
vote at a duly held meeting of shareholders of the Corporation if the amendment
or modification would: (a) increase the number of Shares of Common Stock which
may be issued under the Plan; (b) change any provision of the Plan which would
affect the qualification as an Incentive Stock Option under the Plan; or (c)
make any other change for which shareholder approval is required pursuant to the
provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended.
No Stock Option or Stock Award may be granted during any suspension of the Plan
or after termination of the Plan. Amendment, suspension, or termination of the
Plan shall not (except as otherwise provided in Section
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8(d) or Section 16 hereof), without the consent of the Grantee, alter or impair
any rights or obligations under any Stock Option or Stock Award theretofore
granted.
18. RIGHTS OF PARTICIPANTS.
Neither any Eligible Participant, any Grantee nor any other
person shall have any claim or right to be granted any Stock Option or Stock
Award under this Plan, and neither this Plan nor any action taken hereunder
shall be deemed or construed as giving any Eligible Participant, Grantee,
Optionee or any other person any right to be retained in the employ of the
Corporation or any subsidiary of the Corporation. Without limiting the
generality of the foregoing, there is no vesting of any right in the
classification of any person as an Eligible Participant, such classification
being used solely to define and limit those persons who are eligible for
consideration of the grant of Stock Options or Stock Awards under the Plan.
19. PRIVILEGES OF STOCK OWNERSHIP: SECURITIES LAW COMPLIANCE:
NOTICE OF SALE.
No Grantee shall be entitled to the privileges of stock
ownership as to any Common Stock not actually issued and delivered. No Option
Shares may be purchased upon the exercise of a Stock Option and no Common Stock
may be delivered pursuant to a Stock Award unless and until all then applicable
requirements of all regulatory agencies having jurisdiction and all applicable
requirements of securities exchanges upon which the stock of the Corporation is
listed (if any) shall have been fully complied with. The Corporation will
diligently endeavor to comply with all applicable securities laws before any
options are granted under the Plan and before any stock is issued pursuant to
options or Stock Awards. The Grantee shall, not more than five (5) days after
each sale or other disposition of shares of Common Stock acquired pursuant to
the exercise of Stock Options or pursuant to Stock Awards, give the Corporation
notice in writing of such sale or other disposition.
20. EFFECTIVE DATE OF THE PLAN.
The Plan was originally adopted by the Board of Directors of
the Corporation, and by the sole shareholder of the Corporation, as of May 31,
2000, and shall be effective as of that date.
21. TERMINATION.
Unless previously terminated as aforesaid, the Plan shall
terminate on May 30, 2010, which is ten (10) years from the date of adoption of
the Plan by the Board of Directors. No Stock Options or Stock Awards shall be
granted under the Plan thereafter, but such termination shall not affect any
Stock Option or Stock Award theretofore granted.
22. AGREEMENT.
Each Stock Option or Stock Award granted under the Plan shall
be evidenced by a written agreement executed by the Corporation and the Grantee,
and shall contain each of the provisions and agreements herein specifically
required to be contained therein, and such other terms and conditions as are
deemed desirable by the Stock Option Committee and are not inconsistent with the
Plan.
23. STOCK OPTION PERIOD.
Each Stock Option and all rights and obligations thereunder
shall expire on such date as the Stock Option Committee may determine, but not
later than ten (10) years from the date such Stock Option is granted, and shall
be subject to earlier termination as provided elsewhere in the Plan.
24. EXCULPATION AND INDEMNIFICATION OF STOCK OPTION COMMITTEE.
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In addition to such other rights of indemnification which they
may have as officers or members of the board of directors of the Corporation or
as members of any committee thereof, the present and former members of the Stock
Option Committee shall be indemnified by the Corporation in accordance with the
Articles of Incorporation and the Bylaws of the Corporation, and Section 317 of
the California General Corporation Law. The Corporation has the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, agent or employee of the Corporation, including members of
the Stock Option Committee, whether or not the Corporation would have the power
to indemnify such person under the provisions of the Bylaws. The provisions of
this Section shall apply to the estate, executor and administrator of each
member of the Stock Option Committee.
25. AGREEMENT AND REPRESENTATIONS OF GRANTEE.
Unless the shares of Common Stock covered by this Plan have
been registered with the Securities and Exchange Commission pursuant to Section
5 of the Securities Act of 1933, each Grantee shall by and upon accepting a
Stock Option or Stock Award, represent and agree in writing, for himself or
herself and his or her transferees by will or the laws of descent and
distribution, that all shares of Common Stock acquired pursuant thereto will be
acquired for investment purposes and not for resale or distribution. Upon the
exercise of a Stock Option, or a part thereof, and upon issuance of a Stock
Award, Grantee shall, unless waived by the Corporation, furnish evidence
satisfactory to the Corporation, including written and signed representations,
to the effect that the Common Stock issued thereunder is being acquired for
investment purposes and not for resale or distribution. Furthermore, the
Corporation, at its sole discretion, to assure itself that any sale or
distribution by the Grantee complies with this Plan and any applicable federal
or state securities laws, may take all reasonable steps, including placing stop
transfer instructions with the corporation's transfer agent prohibiting
transfers in violation of the Plan and affixing the following legend (and/or
such other legend or legends as the Stock Option Committee shall require) on
certificates evidencing the shares: "IT IS UNLAWFUL TO CONSUMMATE A SALE OR
TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES." and "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE
ACT OR A DETERMINATION BY FIRST COMMUNITY BANCORP (OR ANY SUCCESSOR ENTITY) THAT
REGISTRATION IS NOT REQUIRED." At any time that Grantee contemplates the
disposition of any Common Stock acquired pursuant to this Plan (whether by sale,
exchange, gift or other form of transfer) he or she shall first notify the
Corporation of such proposed disposition and shall thereafter cooperate with the
Corporation in complying with all applicable requirements of law which, in the
opinion of counsel for the Corporation, must be satisfied prior to the making of
such disposition. Before consummating such disposition, the Corporation (or any
successor entity) shall determine that such disposition will not result in a
violation of any state or federal securities law or regulations. The Corporation
shall remove any legend affixed to certificates representing Common Stock
pursuant to this Section if and when all of the restrictions on the transfer of
the Common Stock, whether imposed by this Plan or federal or state law, have
terminated. A Grantee who thereafter sells or disposes of his shares of Common
Stock will be required to notify the Corporation of such sale or disposition
within five (5) days after the sale or disposition.
26. NOTICES.
All notices and demands of any kind which the Stock Option
Committee, any Grantee, or any other person may be required or desires to serve
under the terms of this Plan shall be in writing and shall be served by personal
service upon the respective person or by leaving a copy of such notice or demand
at the address of such person as may be reflected in the records of the
Corporation, or in the case of the Stock Option Committee, with the Secretary of
the Corporation, or by mailing a copy thereof
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by certified or registered mail, postage prepaid, with return receipt requested.
In the case of service by mail, it shall be deemed complete at the expiration of
the third day after the day of mailing, except for notice of the exercise of any
Stock Option and payment of the Stock Option exercise price, both of which must
be actually received by the Corporation.
27. LIMITATION OF OBLIGATIONS OF THE CORPORATION.
Any obligation of the Corporation arising under or as a result
of this Plan or any Stock Option or Stock Award granted hereunder shall
constitute the general unsecured obligation of the Corporation, and not of the
Board of Directors of the Corporation, or any members thereof, the Stock Option
Committee, or any member thereof, any officer of the Corporation, or any other
person or any Subsidiary, and none of the foregoing, except the Corporation,
shall be liable for any debt, obligation, cost or expense hereunder.
28. LIMITATION OF RIGHTS.
The Stock Option Committee, in its sole and absolute
discretion, is entitled to determine who, if anyone, is an Eligible Participant
under this Plan, and which, if any, Eligible Participant shall receive any grant
of a Stock Option or Stock Award. No oral or written agreement by any person on
behalf of the Corporation relating to this Plan or any Stock Option or Stock
Award granted hereunder is authorized, and such agreement may not bind the
Corporation or the Stock Option Committee to grant any Stock Option or Stock
Award to any person.
29. SEVERABILITY.
If any provision of this Plan as applied to any person or to
any circumstances shall be adjudged by a court of competent jurisdiction to be
void, invalid, or unenforceable, the same shall in no way effect any other
provision hereof, the application of any such provision in any other
circumstances, or the validity of enforceability hereof.
30. CONSTRUCTION.
Where the context or construction requires, all words applied
in the plural shall be deemed to have been used in the singular and vice versa,
and the masculine gender shall include the feminine and the neuter.
31. HEADINGS.
The headings of the several paragraphs of this Plan are
inserted solely for convenience of reference and are not intended to form a part
of and are not intended to govern, limit or aid in the construction of any term
or provision hereof.
32. SUCCESSORS.
This Plan shall be binding upon the respective successors,
assigns, heirs, executors, administrators, guardians and personal
representatives of the Corporation and any Optionee.
33. GOVERNING LAW.
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This Plan shall be governed by and construed in accordance
with the laws of the State of California.
34. CONFLICT.
In the event of any conflict between the terms and provisions
of this Plan, and any other document, agreement or instrument, including,
without limitation, any stock option agreement, the terms and provisions of this
Plan shall control.
END OF PLAN.
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