EXHIBIT 99.1
REVISED NORTH BAY BANCORP STOCK OPTION PLAN
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NORTH BAY BANCORP
STOCK OPTION PLAN
SECTION 1 PURPOSE AND RECITALS
On November 1, 1999, North Bay Bancorp (the "Company") became the bank
holding company of The Vintage Bank (the "Bank") through a corporate
reorganization (the "Reorganization"). In the Reorganization, the Bank became
the wholly-owned subsidiary of the Company. Pursuant to the terms of the
reorganization the Amended and Restated 1993 Stock Option Plan of the Bank
became the North Bay Bancorp Stock Option Plan. The Bank Stock Option Plan (the
"1993 Plan") was originally approved by the Board of Directors of the Bank on
March 4, 1993, approved by the stockholders of the Bank on April 27, 1993, and
approved by the California Superintendent of Banks on March 25, 1993, and
thereafter amended and restated by the Board of Directors of the Bank on March
17, 1997, and approved by the stockholders of the Bank on April 29, 1997, and
amended by the Board of Directors of the Bank on July 21, 1997, and approved by
the stockholders of the Bank on April 28, 1998. This document memorializes all
amendments to the 1993 Plan as well as an amendment approved by the Board of
Directors of the Company on November 15, 1999, which amendment did not require
the approval of the stockholders of the Bank; conforming revisions consistent
with the effect of the Reorganization; an amendment approved by the Board of
Directors of the Company on January 18, 2000, which amendment did not require
stockholder approval; and an amendment approved by the Board of Directors of the
Company on March 20, 2000, and approved by stockholders of the Bank on May 9,
2000. The purpose of the North Bay Bancorp Stock Option Plan (the "Plan") is to
provide a means whereby non-employee directors (subject to the restrictions
contained in Sections 2 and 4), full-time, salaried officers, non-employee
officers and employees of the Company and its wholly-owned bank subsidiaries may
be granted incentive stock options and/or nonqualified stock options to purchase
the Common Stock (as defined in Section 3) of the Company, in order to attract
and retain the services of such directors, full-time, salaried officers,
non-employee officers and employees, and to provide added incentive to them by
encouraging stock ownership in the Company.
SECTION 2 ADMINISTRATION
2.1 Plan Administration
This Plan shall be administered by a Stock Option Plan Administration
Committee (the "Committee") appointed by the Board of Directors of the Company
(the "Board"). The number of members of the Committee shall be not less than
three. The Committee shall be composed of the Personnel Committee of the Board
excluding, however, any full-time, salaried officer or employee of the Company
or any of its wholly-owned subsidiaries and provided that all of the members of
the Committee shall be "disinterested persons" as defined in the rules and
regulations promulgated under Section 16(b) of the Securities and Exchange Act
of 1934 (the "Exchange Act"), as amended from time to time.
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2.2 Procedures
The Committee may hold meetings at such times and places as it shall
determine. The acts of a majority of the members of the Committee present at
meetings at which a quorum exists, or acts reduced to or approved in writing by
all Committee members, shall be valid acts of the Committee.
2.3 Responsibilities
Except for the terms and conditions explicitly set forth in this Plan,
the Committee shall have the authority, in its discretion, to determine all
matters relating to the options to be granted under this Plan, including
selection of the individuals to be granted options, the number of shares to be
subject to each option, the exercise price, all other terms and conditions of
the options. Grants under the Plan need not be identical in any respect, even
when made simultaneously. The interpretation and construction by the Committee
of any terms or provisions of this Plan or any option issued hereunder, or of
any rule or regulation promulgated in connection herewith, shall be conclusive
and binding on all interested parties, so long a such interpretation and
construction, with respect to incentive stock options, corresponds to the
requirements of Section 422 of the Internal Revenue Code of 1986 (the "Code"),
the regulations thereunder, and any amendments thereto.
2.4 Section 16(b) Compliance and Bifurcation of This Plan
It is the intention of the Company that this Plan comply in all
respects with Rule 16b-3 under the Exchange Act and, if any Plan provision is
later found not to be in compliance with such Rule, the provisions shall be
deemed null and void, and in all events this Plan shall be construed in favor of
its meeting the requirements of Rule 16b-3. Notwithstanding anything in this
Plan to the contrary, the Board, in its absolute discretion, may bifurcate this
Plan so as to restrict, limit or condition the use of any provision of this Plan
to participants who are officers and directors subject to Section 16(b) of the
Exchange Act without so restricting, limiting or conditioning this Plan with
respect to other participants. No options shall be granted under this Plan to
any person if the granting of such option would not meet the requirements of
Rule 16b-3 for exemption under Section 16(b) of the Exchange Act.
2.5 Information to Optionees
The Company shall provide Optionees (defined in Section 4) with
consolidated Financial Statements of the Company and its subsidiaries not less
frequently than annually in accordance with Regulation 260.140.46 of the Rules
of the California Corporations Commissioner.
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SECTION 3 STOCK SUBJECT TO THIS PLAN
The stock subject to this Plan shall be the Company's Common Stock (the
"Common Stock"), presently authorized but unissued or now held or subsequently
acquired by the Company. Subject to adjustments as provided in Section 7, the
aggregate amount of Common Stock to be delivered upon the exercise of all
options granted under this Plan shall not exceed 370,274 shares, as such Common
Stock was constituted on the effective date of the Reorganization.1 If any
option granted under this Plan shall expire, be surrendered, exchanged for
another option, canceled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall thereupon again
be available for purposes of this Plan, including for replacement options which
may be granted in exchange for such surrendered, canceled or terminated options.
SECTION 4 ELIGIBILITY
An incentive stock option may be granted only to an individual who, at
the time the option is granted, is a full-time salaried officer or employee of
the Company or any of its wholly-owned subsidiaries. A nonqualified stock option
may be granted to any director, full-time, salaried officer, non-employee
officer or employee of the Company or any of its wholly-owned subsidiaries. Any
party to whom an option is granted under this Plan shall be referred to
hereinafter as an "Optionee."
SECTION 5 TERMS AND CONDITIONS OF OPTIONS
Options granted under this Plan shall be evidenced by written
agreements which shall contain such terms, conditions, limitations and
restrictions as the Committee shall deem advisable and which are not
inconsistent with this Plan. Notwithstanding the foregoing, options shall
include or incorporate by reference the following terms and conditions:
5.1 Number of Shares and Price
The maximum number of shares that may be purchased pursuant to the
exercise of each option and the price per share at which such option is
exercisable (the "exercise price") shall be as established by the Committee,
subject to the following limitations:
(a) the exercise price of any option shall be not less than
the fair market value per share of the Common Stock at the time the option is
granted, which shall be determined by
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(1) By the terms of the 1993 Plan, the aggregate amount of Common Stock
reserved for issuance upon the exercise of all options granted was 140,000.
After giving effect to the split of the Bank"s stock in 1997 and stock dividends
since the 1993 Plan was adopted, the adjusted number of shares available for
issuance under the 1993 Plan as of November 1, 1999, the effective date of the
Reorganization, was 337,211. At the 2000 Annual meeting of Shareholders the
number of shares was increased to 370,274
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the Committee in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2;
(b) with respect to incentive stock options granted to greater
than 10% stockholders, the exercise price shall be as required by Section 6;
(c) the number of shares subject to outstanding stock options
held by any single optionee shall not exceed 10% of the total outstanding shares
of Common Stock.
5.2 Non-Employee Directors
(a) In accordance with subsection 5.2 of the 1993 Plan, every
director of the Bank who was not also a full-time, salaried officer or employee
(a "non-employee director") was granted an option to purchase 3,000 shares
effective upon the latest of the following dates: (1) the date on which the
Optionee had been a director for six months; (2) the date on which the 1993 Plan
was approved by the Bank's stockholders; or (3) the date on which the 1993 Plan
was approved by the California Superintendent of Banks. The exercise price of
the options granted to the non-employee directors was the fair market value per
share of the Common Stock at the time of the grant. The term with respect to the
options granted to the non-employee directors was 5 years and 30 days
exercisable pursuant to a vesting schedule entitling non-employee directors to
exercise 20% of the total option following the completion of each year of
service from the date the options were granted.
(b) Notwithstanding any provision herein to the contrary, but
subject to all limitations not inconsistent herewith, every non-employee
director of the Company or any of its wholly-owned subsidiaries shall be
eligible to be granted an option to purchase 6,000 shares.2 The time of any such
grant shall be on the latest of the following dates: (1) the date on which this
Plan is approved by the Bank's stockholders; or (2) the date on which the
Optionee becomes a director. The exercise price of any option granted to a
non-employee director shall be the fair market value per share of the Common
Stock at the time of such grant. No options may be granted to a non-employee
director except as provided in this paragraph.
5.3 Term and Maturity
Subject to the restrictions contained in Section 6 with respect to
granting incentive stock options to greater than 10% stockholders, the term of
each incentive stock option shall be as established by the Committee and, if not
so established, shall be 10 years from the date it is granted, but in no event
shall the term of any incentive stock option exceed 10 years. The term of each
nonqualified stock option shall be as established by the Committee and, if not
so established, shall be 10 years; provided, however, that (i) the term with
respect to any option previously granted to a non-employee director under
subsection 5.2(a) or 5.2(b) shall remain 5 years and 30 days. To ensure that the
Company will achieve the purpose and receive the benefits
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(2) By the terms of the 1993 Plan, the number of shares was 3,000. The
number of shares has been increased to reflect the effect of the 1997 stock
split.
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contemplated in this Plan, any option granted to any Optionee shall (unless,
with respect to employees who are not subject to Section 16 of the Exchange Act,
the condition of this sentence is waived or modified in the agreement evidencing
the option or by resolution adopted by the Committee) be exercisable according
to the following schedule:
Period of Optionee's Continuous
Relationship With the Company From Portion of Total Option
the Date the Option Is Granted Which is Exercisable
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after 1 year 20%
after 2 years 40%
after 3 years 60%
after 4 years 80%
after 5 years 100%
Notwithstanding the foregoing, any option granted to a non-employee
director under subsection 5.2(b) shall be exercisable only according to the
following schedule:
Period of Optionee's Continuous
Relationship With the Company From Portion of Total Option
the Date the Option Is Granted Which is Exercisable
------------------------------------ -----------------------
after 1 year 20%
after 2 years 40%
after 3 years 60%
after 4 years 80%
after 5 years 100%
Notwithstanding the foregoing, in the event an Optionee is unable to
exercise any non-qualified stock option on account of the Company's Insider
Trading Policy, the exercise period shall be extended until the next succeeding
trading window (determined in accordance with the Insider Trading Policy)
closes.
5.4 Exercise
Subject to the vesting schedules described in subsection 5.3 and to any
additional holding period required by applicable law, each option may be
exercised in whole or in part; provided, however, that no fewer than 20% of the
total shares subject to the option (or the remaining shares then purchasable
under the option, if less than 20%) may be purchased upon any exercise of option
rights hereunder and that only whole shares will be issued pursuant to the
exercise of any option. During an Optionee's lifetime, any stock options granted
under this Plan are personal to him or her and are exercisable solely by such
Optionee. Options shall be exercised by delivery to the Company of notice of the
number of shares with respect to which the option is exercised, together with
payment of the exercise price.
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5.5 Payment of Exercise Price
Payment of the option exercise price shall be made in full at the time
the notice of exercise of the option is delivered to the Company and shall be in
cash, bank certified or cashier's check or personal check (unless at the time of
exercise the Committee in a particular case determines not to accept a personal
check) for the Common Stock being purchased.
5.6 Withholding Tax Requirement
The Company shall have the right to retain and withhold from any
payment of cash or Common Stock under this Plan the amount of taxes required by
any government to be withheld or otherwise deducted and paid with respect to
such payment. At its discretion, the Company may require an Optionee receiving
shares of Common Stock to reimburse the Company for any such taxes required to
be withheld by the Company and withhold any distribution in whole or in part
until the Company is so reimbursed. In lieu thereof, the Company shall have the
right to withhold from any other cash amounts due or to become due from the
Company to the Optionee an amount equal to such taxes or retain and withhold
that number of shares having a fair market value not less than the amount of
such taxes required to be withheld by the Company to reimburse the Company for
any such taxes and cancel (in whole or in part) any such shares so withheld. If
required by Section 16(b) of the Exchange Act, the election to pay withholding
taxes by delivery of shares held by any person who at the time of exercise is
subject to Section 16(b) of the Exchange Act shall be made within six months
prior to the date the option exercise becomes taxable.
5.7 Nontransferability of Option
Options granted under this Plan and the rights and privileges conferred
hereby may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Internal Revenue Code or Title I of the Employment Retirement
Income Security Act, or the rules thereunder, and shall not be subject to
execution, attachment or similar process. Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any option under the Plan or of any
right or privilege conferred hereby contrary to the Code or to the provisions of
this Plan, or the sale or levy of any attachment or similar process upon the
rights and privileges conferred hereby shall be null and void. Notwithstanding
the foregoing, an Optionee may, during the Optionee's lifetime, designate a
person who may exercise the option after the Optionee's death by giving written
notice of such designation to the Committee. Such designation may be changed
from time to time by the Optionee by giving written notice to the Committee
revoking any earlier designation and making a new designation.
5.8 Termination of Relationship
If the Optionee's relationship with the Company or any wholly-owned subsidiary
ceases for any reason other than termination for cause, death or total
disability, and unless by its terms the option sooner terminates or expires,
then the Optionee may exercise, for a period of 90 days following termination of
the relationship, that portion of the Optionee's option which is exercisable at
the time of such cessation, but the Optionee's option shall terminate at the end
of
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such period following such cessation as to all shares for which it has not
theretofore been exercised. If, in the case of an incentive stock option, an
Optionee's relationship with the Company or any wholly-owned subsidiary changes
(i.e., from employee to nonemployee, such as a consultant), such change shall
constitute a termination of the Optionee's employment with the Company or
wholly-owned subsidiary, and the Optionee's incentive stock option shall
terminate in accordance with this subsection.
If the relationship of an Optionee is terminated for cause, any option
granted hereunder shall automatically terminate as of the first discovery by the
Company or wholly-owned subsidiary of any reason for termination for cause, and
such Optionee shall thereupon have no right to purchase any shares pursuant to
such option. "Termination for cause" shall mean dismissal for dishonesty,
conviction or confession of a crime punishable by law (except minor violations),
fraud, serious misconduct, material regulatory violation or disclosure of
confidential information, and shall include termination of any relationship
pursuant to the order or request of any governmental regulatory agency. If an
Optionee's relationship with the Company or any wholly-owned subsidiary is
suspended pending an investigation of whether or not the Optionee shall be
terminated for cause, all the Optionee's rights under any option granted
hereunder likewise shall be suspended during the period of investigation.
If an Optionee's relationship with the Company or any wholly-owned
subsidiary ceases because of a total disability, the Optionee's option shall
terminate at the end of a 12-month period following such cessation (unless by
its terms it sooner terminates and expires). As used in this Plan, the term
"total disability" refers to a mental or physical impairment of the Optionee
which is expected to result in death or which has lasted or is expected to last
for a continuous period of 12 months or more and which causes the Optionee to be
unable, in the opinion of the Company and two independent physicians, to perform
his or her duties for the Company or wholly-owned subsidiary and to be engaged
in any substantial gainful activity. Total disability shall be deemed to have
occurred on the first day after the Company and the two independent physicians
have furnished their opinion of total disability to the Committee.
For purposes of this subsection 5.7, with respect to incentive stock
options, employment shall be deemed to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Committee). The foregoing notwithstanding, employment shall not be deemed to
continue beyond the first 90 days of such leave, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.
5.9 Death of Optionee
If an Optionee dies while he or she has a relationship with the Company
or any wholly-owned subsidiary, any option held by such Optionee, to the extent
that the Optionee would have been entitled to exercise such option, may be
exercised within one year after his or her death by the personal representative
of his or her estate or by the person or persons to whom the Optionee's rights
under the option shall pass by will or by the applicable laws of descent and
distribution.
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5.10 Status of Stockholders
Neither the Optionee nor any party to which the Optionee's rights and
privileges under the option may pass shall be, or have any of the rights or
privileges of, a stockholder of the Company with respect to any of the shares
issuable upon the exercise of any option granted under this Plan unless and
until such option has been exercised.
5.11 Continuation of Relationship
Nothing in this Plan or in any option granted pursuant to this Plan
shall confer upon any Optionee any right to continue in the employ of the
Company or wholly-owned subsidiary or to interfere in any way with the right of
the Company or wholly-owned subsidiary to terminate his or her employment or
other relationship with the Company or wholly-owned subsidiary at any time.
5.12 Modification and Amendment of Option
Subject to the requirements of Code Section 422 with respect to
incentive stock options and to the terms and conditions and within the
limitations of this Plan, the Committee may modify or amend outstanding options
granted under this Plan. The modification or amendment of an outstanding option
shall not, without the consent of the Optionee, impair or diminish any of his or
her rights or any of the obligations of the Company under such option. Except as
otherwise provided in this Plan, no outstanding option shall be terminated
without the consent of the Optionee. Unless the Optionee agrees otherwise, any
changes or adjustments made to outstanding incentive stock options granted under
this Plan shall be made in such a manner so as not to constitute a
"modification," as defined in Code Section 424(h), and so as not to cause any
incentive stock option issued hereunder to fail to continue to qualify as an
incentive stock option as defined in Code Section 422(b).
5.13 Limitation on Value for Incentive Stock Options
As to all incentive stock options granted under the terms of this Plan,
to the extent that the aggregate fair market value (determined at the time the
incentive stock option is granted) of the stock with respect to which incentive
stock options are exercisable for the first time by the Optionee during any
calendar year (under this Plan and all other incentive stock option plans of the
Company) exceeds $100,000, such options shall be treated as nonqualified stock
options. The previous sentence shall not apply if the Internal Revenue Service
publicly rules, issues a private ruling to the Company, any Optionee, or any
legatee, personal representative or distributee of an Optionee or issues
regulations changing or eliminating such annual limit.
SECTION 6 GREATER THAN 10% STOCKHOLDERS
6.1 Exercise Price and Term of Incentive Stock Options
If incentive stock options are granted under this Plan to employees who
own more than 10% of the total combined voting power of all classes of stock of
the Company, the term of such incentive stock options shall not exceed five
years and the exercise price shall be not less than
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110% of the fair market value of the Common Stock at the time the incentive
stock option is granted. This provision shall control notwithstanding any
contrary terms contained in an option agreement or any other document.
6.2 Attribution Rule
For purposes of subsection 6.1, in determining stock ownership, an
employee shall be deemed to own the stock owned, directly or indirectly, by or
for his or her brothers, sisters, spouse, ancestors and lineal descendants.
Stock owned, directly or indirectly, by or for a corporation, partnership,
estate or trust shall be deemed to be owned proportionately by or for its
stockholders, partners or beneficiaries. If an employee or a person related to
the employee owns an unexercised option or warrant to purchase stock of the
Company, the stock subject to that portion of the option or warrant which is
unexercised shall not be counted in determining stock ownership. For purposes of
this Section 6, stock owned by an employee shall include all stock actually
issued and outstanding immediately before the grant of the incentive stock
option to the employee.
SECTION 7 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
The aggregate number and class of shares for which options may be
granted under this Plan, the number and class of shares covered by each
outstanding option and the exercise price per share thereof (but not the total
price), and each such option, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock of the
Company resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend.
7.1 Effect of Liquidation, Reorganization or Change in Control
7.1.1 Conversion of Options on Stock-for-Stock Exchange
If the stockholders of the Company receive capital stock of
another corporation ("Exchange Stock") in exchange for their shares of Common
Stock in any transaction involving a merger, consolidation, acquisition of
property or stock, separation or reorganization, all options granted hereunder
shall be converted into options to purchase shares of Exchange Stock unless the
Company and the corporation issuing the Exchange Stock, in their sole
discretion, determine that any or all such options granted hereunder shall not
be converted into options to purchase shares of Exchange Stock but instead shall
terminate. The amount and price of converted options shall be determined by
adjusting the amount and price of the options granted hereunder in the same
proportion as used for determining the number of shares of Exchange Stock the
holders of Common Stock receive in such merger, consolidation, acquisition of
property or stock, separation or reorganization. The vesting schedule set forth
in the option agreement shall continue to apply to the options granted for the
Exchange Stock.
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7.2 Fractional Shares
In the event of any adjustment in the number of shares covered by any
option, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.
7.3 Determination of Committee to Be Final
All Section 7 adjustments shall be made by the Committee, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. Unless an Optionee agrees otherwise, any
change or adjustment to an incentive stock option shall be made in such a manner
so as not to constitute a "modification," as defined in Code Section 424(h), and
so as not to cause his or her incentive stock option issued hereunder to fail to
continue to qualify as an incentive stock option as defined in Code Section
422(b).
SECTION 8 SECURITIES REGULATION
Shares of Common Stock shall not be issued with respect to an option
granted under this Plan unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Exchange Act, the
rules and regulations promulgated thereunder, any applicable banking rules and
regulations, and the requirements of any stock exchange upon which the shares
may then be listed, and shall be further subject to the approval of counsel for
the Bank with respect to such compliance, including the availability of an
exemption from registration for the issuance and sale of any shares hereunder.
Inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an exemption
from registration for the issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such shares as to which such requisite authority shall not have been obtained.
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As a condition to the exercise of an option, the Company may require
the Optionee to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of the counsel for the
Company, such a representation is required by any relevant provision of the
aforementioned laws. At the option of the Company, a stop-transfer order against
any shares of stock may be placed on the official stock books and records of the
Company, and a legend indicating that the stock may not be pledged, sold or
otherwise transferred unless an opinion of counsel is provided (concurred in by
counsel for the Company) stating that such transfer is not in violation of any
applicable law or regulation may be stamped on stock certificates in order to
assure exemption from registration. The Committee may also require such other
action or agreement by the Optionee as may from time to time be necessary to
comply with the federal and state securities laws.
Should any of the Company's capital stock of the same class as the
Common Stock subject to options granted hereunder be listed on a national
securities exchange, all shares of Common Stock issued hereunder if not
previously listed on such exchange shall be authorized by that exchange for
listing thereon prior to the issuance thereof.
SECTION 9 AMENDMENT AND TERMINATION
9.1 Action of Board of Directors
The Board of Directors of the Company may at any time suspend, amend or
terminate this Plan, provided that except as set forth in Section 7, the
approval of the Company's stockholders shall have been obtained within 12 months
before or after the adoption by the Board of any amendment which will:
(a) increase the number of shares which are to be reserved for
the issuance of options under this Plan;
(b) permit the granting of stock options to a class of persons
other than those presently permitted to receive stock options under
this Plan;
(c) reduce the minimum exercise price of options to be granted
under this Plan;
(d) increase the maximum term of options to be granted under
this Plan; or
(e) require stockholders' approval under applicable law,
including Section 16(b) of the Exchange Act.
Any amendment made to this Plan which would constitute a "modification"
to incentive stock options outstanding on the date of such amendment shall not
be applicable to such outstanding incentive stock options, but shall have
prospective effect only, unless the Optionee agrees otherwise.
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Notwithstanding the foregoing, no amendment to this Plan which changes
the amount, price or timing of options which may be granted to non-employee
directors shall be made more than once every six months, other than to comport
with changes in the Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.
9.2 Automatic Termination
Unless sooner terminated by the Board, this Plan shall terminate 10
years from the date on which this Plan is adopted by the Board. No option may be
granted after such termination or during any suspension of this Plan. The
amendment or termination of this Plan shall not, without the consent of the
Optionee, alter or impair any rights or obligations under any option theretofore
granted under this Plan.
SECTION 10 EFFECTIVENESS OF THIS PLAN
This Plan became effective upon adoption by the Board and approval by
the stockholders of the Bank. This plan was approved by the stockholders of the
Bank on April 27, 1993 and by the California Superintendent of Banks of March
25, 1993.
Adopted and amended by the Board of Directors of the Bank on March 17,
1997, approved by the stockholders of the Bank on April 29, 1997.
An amendment made to include non-employee officers was adopted by the
Board of Directors of the Bank on July 21, 1997 and approved by the stockholders
of the Bank on April 28, 1998.
Adopted and amended by the Board of Directors of the Company on
November 15, 1999.
An amendment made to delete former 7.1.1 which authorized the
acceleration of unvested options; to modify prior Section 7.1.2 (now Section
7.1.1) to delete references to the former acceleration provision; and to add a
new Section 2.5 "Information to Optionees," all as required as condition to
issuance of a permit by the California Department of Corporations, was adopted
by the Board of Directors of the Company on January 18, 2000, and did not
require stockholder approval.
An amendment increasing the number of shares subject to grant was
adopted by the Board of Directors of the Company on March 20, 2000 and approved
by the stockholders on May 9, 2000.
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