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Exhibit 10.4
BUSINESS BANK OF CALIFORNIA
1994 STOCK OPTION PLAN
Adopted October 19, 1994
Amended April 16, 1997
1. Purpose. The purpose of the 1994 Stock Option Plan, as amended
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(the "Plan") is to strengthen BUSINESS BANK OF CALIFORNIA (the "Bank") and those
corporations which are or hereafter become subsidiary corporations of the Bank,
within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code"), by providing to participating employees and directors
added incentive for high levels of performance and for unusual efforts to
increase the earnings of the Bank and its subsidiary corporations. The Plan
seeks to accomplish these purposes and results by providing a means whereby such
employees and directors may purchase shares of the common stock of the Bank
pursuant to (a) options granted pursuant to the Incentive Stock Option Plan (the
"Incentive Plan") (Division A hereof) which will qualify as incentive stock
options under Section 422 of the Code ("Incentive Options"), or (b) options
granted pursuant to the Non-Qualified Stock Option Plan (the "Non-Qualified
Plan") (Division B hereof) which are intended to be non- qualified stock options
described in Treas. Reg. ss.1.83-7 to which Section 421 of the Code does not
apply ("Non-Qualified Options"). (Hereinafter, the term "Options" shall
collectively refer to Incentive Options and Non-Qualified Options.)
2. Administration. This Plan shall be administered by the Board of
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Directors of the Bank (the "Board of Directors"). Any action of the Board of
Directors with respect to administration of the Plan shall be taken pursuant to
a majority vote of its members; provided, however, that with respect to action
taken by the Board of Directors in granting an option to an individual director,
such action must be authorized by the required number of directors without
counting the interested director, who shall abstain as to any vote on his
option. An interested director may be counted in determining the presence of a
quorum at a meeting of the Board of Directors where such action will be taken.
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The Board of Directors may, in its sole discretion, from time to time,
establish a Stock Option Committee composed of not less than three (3) persons
who must be directors of the Bank and, by appropriate resolution, delegate to
the Stock Option Committee such power and authority over the administration of
the Plan as the Board of Directors deems appropriate. Nothing contained herein
shall prevent the Board of Directors from delegating to the Stock Option
Committee full power and authority over the administration of the Plan.
Subject to the express provisions of the Plan, the Board of Directors
(or the Stock Option Committee, if authorized) shall have the authority to
construe and interpret the Plan, and to define the terms used therein, to
prescribe, amend, and rescind rules and regulations relating to administration
of the Plan, to determine the duration and purposes of leaves of absence which
may be granted to participants without constituting a termination of their
employment for purposes of the Plan, and to make all other determinations
necessary or advisable for administration of the Plan. Determinations of the
Board of Directors (or the Stock Option Committee, if authorized) on matters
referred to in this section shall be final and conclusive.
3. Participation. All full-time salaried employees of the Bank and
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its subsidiary corporations shall be eligible for selection to receive both
Incentive Options and Non-Qualified Options. Directors of the Bank and its
subsidiary corporations who are not also full-time salaried officers or
employees of the Bank or a subsidiary corporation shall be eligible to receive
only Non-Qualified Options under the Plan. Subject to the express provisions of
the Plan, the Board of Directors (or the Stock Option Committee, if authorized)
shall select from the eligible class and determine the individuals who shall
receive Options, whether such Options shall be Incentive Options or Non-
Qualified Options, and the terms and provisions of the Options, and shall grant
such Options to such individuals. An individual who has been granted an Option
(an "Optionee") may, if such individual is otherwise eligible, be granted
additional Options if the Board of Directors (or the Stock Option Committee, if
authorized) shall so determine.
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4. Stock Subject to the Plan. Subject to adjustment as provided in
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Section 13 hereof, the stock to be offered under the Plan shall be shares of the
Bank's authorized but unissued common stock, no par value (hereinafter called
"stock"), and the aggregate amount of stock to be delivered upon exercise of all
Options granted under the Plan, whether Incentive Options or Non-Qualified
Options, shall not exceed Five Hundred Eighty- Three Thousand Eight Hundred
Sixty-Two (583,862) shares (40% of the number of shares of the Bank's stock
issued and outstanding as of April 16, 1997), including shares which are subject
to Options previously granted under the Bank's 1983 Stock Option Plan, as
amended, which have been transferred to this Plan. Two-thirds (2/3) of such
shares shall be reserved exclusively for the grant of options to full-time
salaried officers and employees of the Bank. The remaining one-third (1/3) of
such shares may be granted to anyone eligible to participate in the Plan,
including directors, officers and employees. If any Option shall expire for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for purposes of the Plan.
5. Option Price. The purchase price of stock subject to each Option
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shall be determined by the Board of Directors (or the Stock Option Committee, if
authorized) but shall not be less than one hundred percent (100%) of the fair
market value of such stock at the time such Option is granted. As to any
Incentive Option granted to an Optionee who, immediately before the Option is
granted, owns beneficially more than ten percent (10%) of the outstanding stock
of the Bank, the purchase price must be at least one hundred ten percent (110%)
of the fair market value of the stock at the time when such Option is granted.
The fair market value of such stock shall be determined in accordance with any
reasonable valuation method, including the valuation methods described in Treas.
Reg. ss.20.2031-2. The purchase price of any shares purchased shall be paid in
full in cash at the time of each such purchase.
6. Option Period. Each Option and all rights or obligations
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thereunder shall expire on such date as the Board of Directors (or the Stock
Option Committee, if authorized) may determine, but not later than ten (10)
years from the date such Option is granted, and shall be subject to earlier
termination as provided elsewhere in the Plan. As to any
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Incentive Option granted to an Optionee who, immediately before the Option is
granted, owns beneficially more than ten percent (10%) of the outstanding stock
of the Bank (whether acquired upon exercise of Options or otherwise), such
Option must not be exercisable by its terms after five (5) years from the date
of its grant.
7. Continuation of Employment. In the case of employees, nothing
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contained in the Plan (or in any Option agreement) shall obligate the Bank or
its subsidiary corporations to employ any Optionee for any period or interfere
in any way with the right of the Bank or its subsidiary corporations to reduce
such Optionee's compensation.
8. Exercise of Options. Each Option shall become exercisable in such
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installments, which need not be equal, and upon such contingencies as the Board
of Directors (or the Stock Option Committee, if authorized) shall determine;
provided, however, that if an Optionee shall not in any given installment period
purchase all of the shares which such Optionee is entitled to purchase in such
installment period, such Optionee's right to purchase any shares not purchased
in such installment period shall continue until the expiration of such Option.
No Option or installment thereof shall be exercisable except with respect to
whole shares, and fractional share interests shall be disregarded except that
they may be accumulated in accordance with the next preceding sentence. Options
may be exercised by ten (10) days written notice delivered to the Bank stating
the number of shares with respect to which the Option is being exercised,
together with cash in the amount of the purchase price for such shares. No fewer
than ten (10) shares may be purchased at one time unless the number purchased is
the total number which may be purchased under the Option. As a condition to the
exercise of a Non-Qualified Option, in whole or in part, by an Optionee who is
an employee of the Bank (or who was an employee during the term of the Option),
the Optionee shall be required to pay to the Bank, in addition to the purchase
price for the shares being exercised, an amount equal to any taxes required to
be withheld by the Bank in order to enable the Bank to claim a deduction in
connection with the exercise of the Option.
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9. Nontransferability of Options. Each Option shall, by its terms,
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be nontransferable by the Optionee, other than by Will or the laws of descent
and distribution, and shall be exercisable during such Optionee's lifetime only
by the Optionee.
10. Cessation of Employment; Disability. Except as provided in
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Sections 6 and 11 hereof, if an Optionee ceases to be employed by or to serve as
a director of the Bank or a subsidiary corporation for any reason other than
death or disability, such Optionee's Option shall expire thirty (30) days
thereafter, and during such period after such Optionee ceases to be an employee
or director, such Option shall be exercisable only as to those shares with
respect to which installments, if any, had accrued as of the date on which the
Optionee ceased to be employed by or ceased to serve as a director of the Bank
or such subsidiary corporation. Except as provided in Sections 6 and 11 hereof,
if an Optionee ceases to be employed by or ceases to serve as a director of the
Bank or a subsidiary corporation by reason of disability (within the meaning of
Section 22(e)(3) of the Code), such Optionee's Option shall expire not later
than one (1) year thereafter, and during such period after such Optionee ceases
to be an employee or director such Option shall be exercisable only as to those
shares with respect to which installments, if any, had accrued as of the date on
which the Optionee ceased to be employed by or ceased to serve as a director of
the Bank or such subsidiary corporation.
11. Termination of Employment for Cause. If an Optionee's employment
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by or service as a director of the Bank or a subsidiary corporation is
terminated for cause, such Optionee's Option shall expire immediately; provided,
however, that the Board of Directors may, in its sole discretion, within thirty
(30) days of such termination, waive the expiration of the Option by giving
written notice of such waiver to the Optionee at such Optionee's last known
address. In the event of such waiver, the Optionee may exercise the Option only
to such extent, for such time, and upon such terms and conditions as if such
Optionee had ceased to be employed by or ceased to serve as a director of the
Bank or such subsidiary corporation upon the date of such termination for a
reason other than cause, disability, or death. In the case of an employee,
termination for cause shall include termination for malfeasance or gross
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misfeasance in the performance of duties, conviction of illegal activity in
connection therewith, any conduct seriously detrimental to the interests of the
Bank or a subsidiary corporation, or removal pursuant to the exercise of
regulatory authority by the California State Banking Department, the Federal
Deposit Insurance Corporation or other bank supervisory agency; and, in any
event, the determination of the Board of Directors with respect thereto shall be
final and conclusive. In the case of a director, termination for cause shall
include removal pursuant to Sections 302 or 304 of the California Corporations
Code or removal pursuant to the exercise of regulatory authority by the
California State Banking Department, the Federal Deposit Insurance Corporation
or other bank supervisory agency.
12. Death of Optionee. Except as provided in Section 6 hereof, if any
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Optionee dies while employed by or serving as a director of the Bank or a
subsidiary corporation or during the 30-day or one-year period referred to in
Section 10 hereof, such Optionee's Option shall expire one (1) year after the
date of such death. After such death but before such expiration, the persons to
whom the Optionee's rights under the Option shall have passed by Will or by the
applicable laws of descent and distribution shall have the right to exercise
such Option to the extent that installments, if any, had accrued as of the date
on which the Optionee ceased to be employed by or ceased to serve as a director
of the Bank or such subsidiary corporation.
13. Adjustments Upon Changes in Capitalization. If the outstanding
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shares of the stock of the Bank are increased, decreased, or changed into, or
exchanged for a different number or class of shares or securities of the Bank,
without receipt of consideration by the Bank, through reorganization, merger,
recapitalization, reclassification, stock split-up, stock dividend, stock
consolidation, or otherwise, an appropriate and proportionate adjustment shall
be made in the number and class of shares as to which Options may be granted. A
corresponding adjustment changing the number or class of shares and the exercise
price per share allocated to unexercised 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 Option shall be made without change
in the total price applicable to the unexercised portion of
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the Option but with a corresponding adjustment in the price for each share
subject to the Option. No fractional shares of stock shall be issued under the
Plan on account of any such adjustment.
14. Terminating Events. Not less than thirty (30) days prior to a
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"Terminating Event," i.e., a dissolution or liquidation of the Bank, a
reorganization, merger, or consolidation of the Bank with one or more
corporations as a result of which the Bank will not be the surviving
corporation, a sale of substantially all the assets and property of the Bank to
another person, or any other transaction involving the Bank where there is a
change in ownership of at least twenty-five percent (25%), except as may result
from a transfer of shares to another corporation in exchange for at least eighty
percent (80%) control of that corporation, the Stock Option Committee or the
Board of Directors shall notify each Optionee of the pendency of the Terminating
Event. Upon delivery of said notice, any Option granted prior to the Terminating
Event shall be, notwithstanding the provisions of Section 8 hereof, exercisable
in full and not only as to those shares with respect to which installments, if
any, have then accrued, subject, however, to earlier expiration or termination
as provided elsewhere in the Plan. Upon the date thirty (30) days after delivery
of said notice, any Option or portion thereof not exercised shall terminate, and
upon the effective date of the Terminating Event, the Plan and any Options
granted thereunder shall terminate, unless provision is made in connection with
the Terminating Event for assumption of Options theretofore granted, or
substitution for such Options of new options covering stock of a successor
employer corporation, or a parent or subsidiary corporation thereof, with
appropriate adjustments as to the number and class of shares and prices.
15. Amendment and Termination by Board of Directors. The Board of
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Directors may at any time suspend, amend, or terminate the Plan and may, with
the consent of an Optionee, make such modification of the terms and conditions
of such Optionee's Option as it shall deem advisable; provided that, except as
permitted under the provisions of Section 13 hereof, any amendment or
modification of the Plan which would:
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(a) increase the maximum number of shares which may be purchased
pursuant to Options granted under the Plan;
(b) change the minimum option price;
(c) increase the maximum term of Options provided for herein; or
(d) permit Options to be granted to anyone other than a director
or a full-time salaried officer or employee of the Bank or a subsidiary
corporation,
requires the approval of the Bank's shareholders as described below. Any such
amendment or modification shall be deemed adopted as of the date of the action
of the Board of Directors effecting such amendment or modification and shall be
effective immediately, unless otherwise provided therein, subject to approval
thereof within twelve (12) months before or after the effective date by
shareholders of the Bank holding not less than a majority of the voting power of
the Bank.
Notwithstanding the above, the Board of Directors (or the Stock Option
Committee, if authorized to do so) may grant to an Optionee, if such Optionee is
otherwise eligible, additional Options or, with the consent of the Optionee,
grant a new Option in lieu of an outstanding Option for a number of shares, at a
purchase price and for a term which in any respect is greater or less than that
of the earlier Option, subject to the limitations of Sections 5, 6 and A-2
hereof.
No Option may be granted during any suspension of the Plan or after
termination of the Plan. Amendment, suspension, or termination of the Plan shall
not, without the consent of the Optionee, alter or impair any rights or
obligations under any Option outstanding prior to such amendment, suspension or
termination of the Plan.
16. Time of Granting Options. The time an Option is granted,
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sometimes referred to as the date of grant, shall be the day of the action of
the Board of Directors (or action of the Stock Option Committee, if authorized
to take such action) described in the second sentence of Section 2 hereof;
provided, however, that if appropriate resolutions of the Board of Directors (or
the Stock Option Committee, if authorized to grant options) indicate
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that an Option is to be granted as of and on some future date, the time such
Option is granted shall be such future date. If action by the Board of Directors
(or the Stock Option Committee, if authorized to take such action) is taken by
the unanimous written consent of its members, the action of the Board of
Directors (or the Stock Option Committee) shall be deemed to be at the time the
last Board (or Stock Option Committee) member signs the consent.
17. Privileges of Stock Ownership; Securities Laws Compliance; Notice
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of Sale. No Optionee shall be entitled to the privileges of stock ownership as
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to any shares of stock not actually issued and delivered. No shares shall be
issued upon the exercise of any Option unless and until any then applicable
requirements of any regulatory agencies having jurisdiction, and of any
exchanges upon which stock of the Bank may be listed, shall have been complied
with fully. The Bank 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. The Optionee shall give the Bank notice of
any sale or other disposition of any such shares not more than five (5) days
after such sale or other disposition.
18. Effective Date of the Plan. The effective date of the Plan is
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October 19, 1994.
19. Termination. Unless previously terminated by the Board of
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Directors or as provided in Section 14 hereof, the Plan shall terminate at the
close of business on October 19, 2004, and no Options shall be granted under it
thereafter, but such termination shall not affect any Option theretofore
granted.
20. Option Agreement. Each Option shall be evidenced by a written
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Stock Option Agreement executed by the Bank and the Optionee and shall contain
each of the provisions and agreements herein specifically required to be
contained therein, including whether the Option is an Incentive Option or Non-
Qualified Option, and such other terms and conditions as are deemed desirable
and are not inconsistent with the Plan.
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21. Exculpation and Indemnification. The Bank shall indemnify and
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hold harmless a member or members of the Board of Directors (or the Stock Option
Committee), in any action brought against such member or members to the maximum
extent permitted by then applicable law and the Articles of Incorporation and
Bylaws of the Bank and any amendments thereto.
DIVISION A
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INCENTIVE STOCK OPTION PLAN
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A-1. Eligible Persons. All full-time salaried officers and employees
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of the Bank and its subsidiary corporations shall be eligible for selection to
participate in the Incentive Plan. Notwithstanding any other provisions of the
Plan to the contrary, no director of the Bank or a subsidiary corporation who is
not a full-time salaried employee of the Bank or a subsidiary corporation and no
member of the Stock Option Committee may be granted options under the Incentive
Plan.
A-2. Limit on Exercisability. The aggregate fair market value
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(determined as of the time the Option is granted) of the stock for which any
full-time salaried officer or employee may be granted Incentive Options which
are first exercisable during any one calendar year (under all Incentive Stock
Option Plans of such employee's employer corporation and its parent and
subsidiary corporations) shall not exceed One Hundred Thousand Dollars
($100,000).
A-3. Incorporation by Reference. The provisions of Sections 5, 6, 9,
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10, 12 and 19 of the Plan are hereby incorporated by this reference into this
Incentive Stock Option Plan.
A-4. Interpretation of Plan. Options granted pursuant to the Incentive
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Plan are intended to be "incentive stock options" within the meaning of Section
422 of the Code, and the Incentive Plan shall be construed to implement that
intent. If all or any part of an
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Incentive Option shall not be deemed an "incentive stock option" within the
meaning of Section 422 of the Code, whether by reason of Section 422(b)(6) of
the Code or otherwise, said Option shall nevertheless be valid and carried into
effect as a Non-Qualified Option.
DIVISION B
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NON-QUALIFIED STOCK OPTION PLAN
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B-1. Eligible Persons. All full-time salaried officers and employees
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and all directors of the Bank and its subsidiary corporations, except members of
the Stock Option Committee, shall be eligible for selection to participate in
the Non-Qualified Plan.
B-2. Interpretation of Plan. Options granted pursuant to the Non-
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Qualified Plan are intended to be non-qualified stock options described in
Treas. Reg.ss.1.83-7 to which Section 421 of the Code does not apply, and the
Non-Qualified Plan shall be construed to implement that intent.
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