As filed with the Securities and Exchange Commission on June 12, 1995
Registration No. 33-48724
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. One to
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SANTA BARBARA BANCORP
(Exact name of Registrant as specified in its charter)
California 95-3673456
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
1021 Anacapa Street
Santa Barbara, California 93101
(805) 564-6300
(Address of Principal Executive Offices)
SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN ("RSOP")
SANTA BARBARA BANCORP DIRECTORS STOCK OPTION PLAN ("DSOP")
(Full titles of the Plan)
Kent M. Vining
1021 Anacapa Street
Santa Barbara, California 93101
(805) 564-6300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Bruce W. McRoy, Esq.
Schramm & Raddue
15 West Carrillo Street
Post Office Box 1260
Santa Barbara, California 93102
(805) 963-2044
Pursuant to Rule 429, the Reoffer Prospectus contained herein
relates to the Registration Statements filed by Registrant on April
20, 1983 (File No. 2-83293), on May 7, 1986 (File No. 33-5493) and on
October 28, 1991 (File No. 33-43560).
EXPLANATORY NOTE
This Registration Statement covers the registration of up to
50,000 shares of Common Stock issuable upon exercise of stock options
granted under the Company's Directors Stock Option Plan and up to
500,000 shares of Common Stock issuable upon exercise of stock options
granted under the Company's Restricted Stock Option Plan. The
Registrant previously has filed Registration Statements on Form S-8
(Registration No. 2-83293 (April 20, 1983), Registration No. 33-5493
(May 7, 1986), and Registration No. 33-43560 (October 28, 1991))
covering additional shares of Common Stock issuable upon exercise of
options granted under the Company's Directors Stock Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* The Part I information required to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 promulgated under the Securities Act of
1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in
this Registration Statement:
(1) Registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1994 (Commission file number 0-11113),
which Report incorporates by reference certain information contained
in Registrant's definitive proxy statement (the "1995 Proxy
Statement") for Registrant's April 25, 1995 annual meeting of
shareholders;
(2) Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and
(3) The description of Registrant's Common Stock
contained in Registrant's Registration Statement on Form 8-A
(Registration No. 0-11113) under the Securities Exchange Act of 1934,
including any amendment or report subsequently filed by Registrant for
the purpose of updating that description.
In addition, all documents subsequently filed by Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered under this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Counsel for Registrant, Schramm & Raddue, has rendered an opinion
to the effect that Registrant's shares of Common Stock covered by the
Registration Statement will be duly and validly issued, fully paid and
non-assessable upon issuance.
Dale E. Hanst, a director of Registrant, is a partner in the firm
of Schramm & Raddue. Mr. Hanst owns 19,574 shares of Registrant's
Common Stock and holds options to purchase approximately 16,831 shares
of Registrant's Common Stock. Certain other attorneys of Schramm &
Raddue own an aggregate of approximately 14,524 shares of Registrant's
Common Stock. In addition, certain attorneys of Schramm & Raddue
serve as fiduciaries for various trust accounts. These trust accounts
own an aggregate of approximately 10,139 shares of Registrant's Common
Stock, as to which shares the attorneys serving as fiduciaries
disclaim beneficial ownership.
Item 6. Indemnification of Directors and Officers
The Board of Directors of Registrant has resolved to indemnify
the officers and directors of Registrant to the full extent permitted
by Section 317 of the California General Corporation Law, and Article
VI of Registrant's Bylaws provides for indemnification of officers and
directors to the same extent. Section 317 of the California General
Corporation Law makes provision for the indemnification of officers
and directors under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act
of 1933. On January 27, 1988, Registrant's Board of Directors
approved amendments to Registrant's Articles of Incorporation
providing for the indemnification of directors and officers of the
Company to the fullest extent permitted under California law. These
amendments limit the personal monetary liability of directors in
performing their duties on behalf of Registrant, to the extent
permitted by the California General Corporation Law, and permit
Registrant to indemnify its directors and officers against certain
liabilities and expenses, to the extent permitted by the California
General Corporation Law. These amendments and the entering into of
indemnification agreements were approved by Registrant's stockholders
at the annual stockholders' meeting held on March 30, 1988. In
addition, Registrant maintains a directors' and officers' liability
insurance policy that insures its directors and officers against
certain liabilities, including certain liabilities under the
Securities Act of 1933.
Item 7. Exception from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are filed as a part of this Registration
Statement:
4.1 The Santa Barbara Bancorp Restricted Stock Option Plan
(as amended though the date of this Registration Statement)*
4.1.1 Form of 5-Year Restricted Stock Option Agreement
(Nonstatutory Stock Option)
4.1.2 Form of 10-Year Restricted Stock Option Agreement
(Nonstatutory Stock Option)
4.1.3 Form of Restricted Stock Option Agreement
(Incentive Stock Option)
4.1.4 Form of Nonstatutory "Reload" Option Agreement
4.1.5 Form of Incentive "Reload" Option Agreement
4.2 The Santa Barbara Bancorp Directors Stock Option Plan*
4.2.1 Form of Directors Stock Option Agreement
4.2.2 Form of Directors "Reload" Option
5.1 Opinion of Schramm & Raddue*
24.1 Consent of Arthur Andersen & Co.*
24.2 Consent of Schramm & Raddue (included in Opinion of
Schramm & Raddue filed as Exhibit 5.1 herein)*
*Incorporated by reference to Registration Statement on Form S-8
filed June 22, 1992 (Registration No. 33-48724).
Item 9. Undertakings
(A) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or
events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
Provided however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(B) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be in the initial bona fide offering thereof.
(C) (1) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the Prospectus to each person to
whom the Prospectus is sent or given a copy of Registrant's annual
report to stockholders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case Registrant
shall state in the Prospectus that it will promptly furnish, without
charge, a copy of such report on written request of the employee. If
the last fiscal year of Registrant has ended within 120 days prior to
the use of the Prospectus, the annual report of Registrant for the
preceding fiscal year may be so delivered, but within such 120-day
period the annual report for the last fiscal year will be furnished to
each such employee.
(2) The undersigned Registrant hereby undertakes to
transmit or cause to be transmitted to all employees participating in
the Plan who do not otherwise receive such material as stockholders of
Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.
(D) The undersigned Registrant and plan hereby undertake to
transmit or cause to be transmitted promptly, without charge, to any
participant in the plan who makes a written request, a copy of the
then latest annual report of the plan filed pursuant to Section 15(d)
of the Securities Exchange Act of 1934 (Form 11-K). If such report is
filed separately on Form 11-K, such form shall be delivered upon
written request. If such report is filed as part of the Registrant's
annual report on Form 10-K, that entire report (excluding exhibits)
shall be delivered upon written request. If such report is filed as a
part of the Registrant's annual report to stockholders delivered
pursuant to paragraph (1) or (2) of this undertaking, additional
delivery shall not be required.
(E) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses
incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suite or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, Registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose signature
appears below hereby appoints David W. Spainhour, Jay D. Smith, Kent
Vining, and Donald Lafler, and each of them severally, as his
attorney-in-fact to sign in his name and behalf, in any and all
capacities stated below, and to file with the Commission any and all
amendments, including post-effective amendments, to this Registration
Statement, and the Registrant hereby also appoints each such person as
its attorney-in-fact with like authority to sign and file any such
amendments in its name and behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Barbara,
State of California, on the day of , 1995.
SANTA BARBARA BANCORP
By
David W. Spainhour
President/Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature
Title
Date
Chairman of the Board , 1995
Donald M. Anderson
President, Chief Executive , 1995
David W. Spainhour Officer and Director
Senior Vice President and , 1995
Kent Vining Chief Financial Officer
(Principal Financial Officer)
Principal Accounting Officer , 1995
Donald Lafler
Director , 1995
Franco Barranco, M.D.
Director , 1995
Edward E. Birch
Director , 1995
Richard M. Davis
Director , 1995
Anthony Gunterman
Director , 1995
Dale E. Hanst
Director , 1995
Harry B. Powell
*By , 1995
Jay D. Smith,
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number Description of Item Sequential Page
4.1 The Santa Barbara Bancorp Restricted Stock Option Plan
(as amended through the date of this Registration
Statement)*
4.1.1 Form of 5-Year Restricted Stock Option Agreement
(Nonstatutory Stock Option)
4.1.2 Form of 10-Year Restricted Stock Option Agreement
(Nonstatutory Stock Option)
4.1.3 Form of Restricted Stock Option Agreement (Incentive
Stock Option)
4.1.4 Form of Nonstatutory "Reload" Option
4.1.5 Form of Incentive "Reload" Option
4.2 The Santa Barbara Bancorp Directors Stock Option Plan (as
amended through the date of this Registration Statement)*
4.2.1 Form of Directors Stock Option Agreement
4.2.2 Form of Directors "Reload" Option
5.1 Opinion of Schramm & Raddue*
24.1 Consent of Arthur Andersen & Co.*
24.2 Consent of Schramm & Raddue (included in Opinion of
Schramm & Raddue filed as Exhibit 5.1 herein)*
*Incorporated by reference to Registration Statement on Form S-8
filed June 22, 1992 (Registration No. 33-48724).
Exhibit 4.1
SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN
(as amended through the date of this Registration Statement)
Exhibit 4.1.1
FORM OF 5-YEAR RESTRICTED STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
SANTA BARBARA BANCORP
RESTRICTED STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT ("Agreement") is entered into this day
of , 19 , between SANTA BARBARA
BANCORP ("the Company") and
, ("Employee").
RECITALS
WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by the
shareholders of the Company on April 28, 1992; and
WHEREAS, the Plan provides for the issuance of non statutory
stock options (options which do not qualify as Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code);
and
WHEREAS, Employee has been designated by the Committee which
administers the Plan as the recipient of a Nonstatutory Stock
Option (the "Option") under the Plan.
AGREEMENT
NOW, THEREFORE:
1. GRANT
The Company hereby grants to Employee the option to purchase
an aggregate of shares of the Company's Common Stock
at a price of $ per share, (which price the Company has
determined to be 100% of the fair market value of the shares at
the time of grant).
2. OPTION PERIOD
The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall commence
after the expiration of six (6) months following the date hereof
and shall terminate five (5) years from the date hereof, subject
to the provisions governing earlier termination in Section 5,
below.
3. EXERCISE
3.1 Vesting. The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.
3.2 Option Exercise Price. The option price must be paid
(a) in cash or check or (b) by the tender of other Shares of
Common Stock owned by the Employee, having a fair market value on
the date of surrender equal to the aggregate exercise price of
the Shares as to which said option is intended to be exercised,
or (c) any combination of such methods of payment.
3.3 Stock-for-Stock Exercises. In the event that the
option price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company already owned by
the Employee, then this Option must be exercised for a minimum of
at least 100 shares, or the total number of shares remaining
subject to the Option, if less than 100 shares.
3.4 Periodic Exercise. The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time and
from time to time on or after the date on which the Option
becomes exercisable with respect to such shares; provided that
the Option may not be exercised at any one time with respect to
less that one hundred (100) shares of Common Stock unless the
number of shares with respect to which the Option is exercised is
the total number of shares with respect to which the Option is
exercisable at that time.
4. RESTRICTION ON TRANSFER OF STOCK ISSUED
Any and all shares of Common Stock and other securities, if
any, issued pursuant to this Agreement shall be subject to the
restrictions on transfer, if any, set forth in Section 2 of
Exhibit A attached hereto. Any restriction on transfer set forth
in Exhibit A attached hereto shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option. Appropriate legends shall be placed on any
certificates evidencing any shares of Common Stock or other
securities issued upon exercise of this Option, and appropriate
stop transfer instructions shall be given to the Company's
transfer agent.
5. EXPIRATION
This Option shall expire upon the occurrence of the
following events:
5.1 Thirty (30) days following termination of
employment, other than as a result of the Employee's retirement,
death or disability;
5.2 Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the date
of retirement (but in no event beyond the period of time for
which the options evidenced by this Agreement are granted)
exercise the option as to those shares with respect to which
installments, if any, had accrued and were exercisable as of the
date on which Employee retired; and
5.3 Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and Investment
Profit Sharing Plan and Trust) of Employee while in the employ of
the Company (but in no event beyond the period of time for which
the options evidenced by this Agreement are granted). During
such twelve-month period, Employee (or his personal
representative) or the persons to whom the Employee's rights
under this Agreement shall have passed by will or by the
applicable laws of descent and distribution, shall have the right
to exercise the Option evidenced by this Agreement to the extent
that installments, if any, had accrued and were exercisable as of
the date of Employee's death or disability.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Employee,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Employee, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at last
six (6) months prior to the exercise of the Option, in accordance
with regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. NO LIMIT ON GRANT
The options evidenced by this Agreement are nonstatutory or
non-qualified stock options and not incentive stock options as
defined in Section 422 of the Internal Revenue Code. As
nonstatutory stock options issued pursuant to the Plan, they are
not subject to any limitations as to the aggregate fair market
value of the stock subject to such options and, specifically,
shall not be subject to the $100,000 limitation specified in
Internal Revenue Code Section 422(b)(7).
8. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option, and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Committee, the determination of which in that respect
shall be final, binding, and conclusive.
9. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised portion of this Option
shall be deemed cancelled unless the surviving corporation in any
such merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or to
issue substitute options in place thereof; provided, however,
that if the unexercised portion of this Option would be cancelled
in accordance with the foregoing, Employee shall have the right,
exercisable during a 10-day period ending on the fifth day prior
to the effective date of such liquidation, merger,
reorganization, consolidation or sale, to exercise the Option in
whole or in part without regard to any installment exercise
provisions in this Agreement. The Company shall give Employee at
least thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger, reorganization,
consolidation or sale. Notwithstanding anything in the Plan or
this Agreement to the contrary, (i) any exercise of the Option
effected during the foregoing 10-day period shall be deemed to be
effective immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale, then
(A) any exercise during the foregoing 10-day period shall cease
to be effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under this
Agreement and without consideration of this Section.
10. SECURITIES COMPLIANCE
Should the Company at any time determine that the listing,
registration, qualification, or exemption of the shares covered
by this Option is required on any securities exchange or under
any state or federal law, or should the Company determine that
the notification, consent, or approval of any governmental
regulatory authority is necessary or desirable as a condition to
the exercise of this Option, then this Option may not be
exercised, in whole or in part, unless and until such listing,
registration, qualification, notification, consent, or approval
shall have been effected, obtained, or given, free of any condi-
tions not acceptable to the Company.
11. METHOD OF EXERCISE
The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying (a)
the number of shares which Employee (or his personal representa-
tive) then desires to purchase, (b) the name or names in which
Employee desires to have the shares issued, and (c) that the
options being exercised are nonstatutory options granted pursuant
to this Agreement. Employee may designate in the notice of
exercise that some or all of the shares to be issued upon such
exercise shall be issued in the name of Employee's spouse, the
trustee of a revocable trust in which Employee and his or her
spouse are the sole primary beneficiaries, Employee's prior
spouse, or any combination of the foregoing. Notwithstanding
anything in this Agreement to the contrary, Employee may not
designate in the notice of exercise that any of the shares shall
be issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of Section
1041 of the Code.
Said notice shall be accompanied by full payment of the aggregate
purchase price for the shares being acquired. The Company shall,
as soon as practicable thereafter, issue and deliver to Employee,
the necessary certificate or certificates evidencing the number
of shares purchased (excluding any fractional shares) in the name
of Employee and/or such other person(s) as Employee has properly
designated in the notice of exercise. The Company shall have no
obligation to deal directly with, and shall have no liability to,
any person other than Employee, or Employee's personal
representative if Employee has died or become permanently
disabled prior to the delivery of the shares. Employee shall
indemnify and hold harmless the Company, and each of its
officers, directors, employees and agents, from and against any
and all claims made by any person other than Employee, or
Employee's personal representative, who is designated in the
notice of exercise. The Company shall pay all expenses, taxes
and other charges payable in connection with the preparation,
issue and delivery of the foregoing stock certificates, except
that, in case such stock certificates shall be registered in a
name or names other than the name of Employee, funds sufficient
to pay all stock transfer taxes which shall be payable upon the
issuance of such stock certificates shall be paid by Employee at
the time of the delivery of the notice of exercise.
12. NON-TRANSFERABILITY
Options granted pursuant to this Agreement are not trans-
ferable by Employee other than by will or by the laws of descent
and distribution. Said options are exercisable during Employee's
lifetime only by Employee (or Employee's legal representative).
Any attempt by Employee to assign or transfer the options granted
herein other than as provided in this Section shall be null and
void. If Employee designates in the written notice of exercise
any person other than Employee, or Employee's personal
representative, to whom stock certificates should be issued upon
such exercise, the Company may require, as a condition to such
exercise, that Employee and the other persons designated in the
notice of exercise represent and warrant to the Company that
Employee has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior to
Employee's delivery of the notice of exercise, payment of the
exercise price, and performance of the other conditions required
to be performed by Employee in connection with such exercise of
this Option and that such other persons are either Employee's
spouse, the trustee of a revocable trust in which Employee and
his or her spouse are the sole primary beneficiaries, or
Employee's ex-spouse and the issuance to such person is being
made incident to Employee's divorce.
13. NO SHAREHOLDER RIGHTS
Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options granted
herein unless and until such shares shall have been issued to
Employee upon exercise of said options and the exercise price
therefor has been paid for in full.
14. INTERPRETATION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Committee administering the Plan shall have full power to
interpret the provisions of this Agreement and of the Plan and to
decide any dispute which may arise hereunder or thereunder. Said
Committee's action shall be final and conclusive upon all persons
affected thereby. All references in this Plan to Employee shall
mean and include Employee's personal representative if Employee
has died or become permanently disabled prior to the time in
question.
15. AMENDMENT
The Board of Directors of the Company shall have such power
to amend or terminate the Plan as is specified in the Plan. Such
amendment or termination shall not, however, affect any options
then outstanding hereunder.
16. SUCCESSORS
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
17. SUBSIDIARIES
The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.
18. TAX MATTERS
Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Employee and that the Company is not making any representation
to Employee and is not advising Employee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Employee under this
Agreement or with respect to the Option. Employee shall be
solely responsible for determining such tax and legal
consequences to Employee and for obtaining such advice as
Employee deems appropriate.
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, EMPLOYEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF EMPLOYEE
REQUESTS THE COMPANY TO DO SO.
19. SPOUSAL CONSENT
If Employee is married or otherwise deemed to have a spouse
for purposes of California law, Employee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Employee.
Notwithstanding anything in this Agreement to the contrary, if
Employee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Employee delivers to
the Company a duly executed Spousal Consent form and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Employee any shares covered by
the Option until Employee delivers to the Company a duly executed
Spousal Consent form.
20. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
21. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
22. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
23. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"EMPLOYEE":
Signature of Employee
Name of Employee
Address of Employee
Exhibit A
Vesting; Restrictions on Transfer
Set forth below are the terms on which the Option shall vest
and the restrictions on transfer, if any, that are applicable to
the shares of Common Stock and other securities issued upon
exercise of this Option. The provisions that are applicable to
this Option are those that are initialed by the Company and
Employee. In the event that either (a) the Company and Employee
do not initial a subsection under either Section 1 or Section 2
of this Exhibit or (b) the Company and Employee initial more than
one subsection in either Section 1 or Section 2, then Section 1.1
and Section 2.1 shall apply for all purposes under this
Agreement.
1. Vesting
1.1 Five-Year Vesting. The Option shall "vest" and
become exercisable in equal annual installments over a period of
five (5) years. Specifically, Employee shall become entitled to
purchase an additional 20% of the total number of option shares
specified in Section 1 of the Agreement (on a cumulative basis)
during each one-year period following the date of the Agreement.
Thus, during the first year following the date of the Agreement,
Employee shall be entitled to exercise this Option to purchase
20% of the total number of option shares; 40% during the second
year; 60% during the third year; 80% during the fourth year; and
100% during the fifth year.
Company initial Employee initial
1.2 Other Vesting. The Option shall "vest" and
become exercisable in equal installments over a
period of ( ) years.
Company initial Employee initial
2. Restriction on Transfer.
2.1 Five-Year Restriction. None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of, without the prior written approval of
the Committee, for a period of five (5) years following the date
this Agreement and two (2) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later. The
foregoing restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise of
this Option through shares which otherwise would be issued as a
result of the exercise. Appropriate legends shall be placed on
any certificates evidencing any shares issued upon exercise of
this Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.
Company initial Employee initial
2.2 Other Restriction. None of the shares of Common
Stock and other securities issued upon exercise of the Option may
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of the
Committee, for a period of ( ) years following the
date this Agreement and ( ) years following
the date of exercise of the Option as to those shares of Common
Stock and/or other securities issued upon such exercise,
whichever is later. The foregoing restriction on transfer shall
not apply to Employee's transfer of shares of Common Stock to the
Company in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election to
satisfy his tax withholding obligation, if any, with respect to
any exercise of this Option through shares which otherwise would
be issued as a result of the exercise. Appropriate legends shall
be placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.
Company initial Employee initial
2.3 No Restriction. The shares of Common Stock and
other securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of at any time without the prior written approval of the
Committee.
Company initial Employee initial
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees to
not sell the Shares that may be issued upon exercise of the
Option, including my community interest, if any, in them, during
certain periods specified in the Agreement. I hereby approve of
the provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
Exhibit 4.1.2
FORM OF 10-YEAR RESTRICTED STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
SANTA BARBARA BANCORP
RESTRICTED STOCK OPTION AGREEMENT
(Nonstatutory Stock Option)
THIS AGREEMENT ("Agreement") is entered into this day
of , 19 , between SANTA BARBARA
BANCORP ("the Company") and
, ("Employee").
RECITALS
WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by the
shareholders of the Company on April 28, 1992; and
WHEREAS, the Plan provides for the issuance of non-statutory
stock options (options which do not qualify as Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code")); and
WHEREAS, Employee has been designated by the Committee which
administers the Plan as the recipient of a Nonstatutory Stock
Option (the "Option") under the Plan.
AGREEMENT
NOW, THEREFORE:
1. GRANT
The Company hereby grants to Employee the option to purchase
an aggregate of shares of the Company's Common Stock
at a price of $ per share, (which price the Company has
determined to be 100% of the fair market value of the shares at
the time of grant).
2. OPTION PERIOD
The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall commence
after the expiration of six (6) months following the date hereof
and shall terminate ten (10) years from the date hereof, subject
to the provisions governing earlier termination in Section 5,
below.
3. EXERCISE
3.1 Vesting. The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.
3.2 Option Exercise Price. The option price must be paid
(a) in cash or check or (b) by the tender of other Shares of
Common Stock owned by the Employee, having a fair market value on
the date of surrender equal to the aggregate exercise price of
the Shares as to which said option is intended to be exercised,
or (c) any combination of such methods of payment.
3.3 Stock-for-Stock Exercises. In the event that the
option price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company already owned by
the Employee, then this Option must be exercised for a minimum of
at least 100 shares, or the total number of shares remaining
subject to the Option, if less than 100 shares.
3.4 Periodic Exercise. The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time and
from time to time on or after the date on which the Option
becomes exercisable with respect to such shares; provided that
the Option may not be exercised at any one time with respect to
less that one hundred (100) shares of Common Stock unless the
number of shares with respect to which the Option is exercised is
the total number of shares with respect to which the Option is
exercisable at that time.
4. RESTRICTION ON TRANSFER OF STOCK ISSUED
Any and all shares of stock and other securities, if any,
issued pursuant to this Agreement shall be subject to the
restrictions on transfer, if any, set forth in Section 2 of
Exhibit A attached hereto. Any restriction on transfer set forth
in Exhibit A attached hereto shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option. Appropriate legends shall be placed on any
certificates evidencing any shares of Common Stock or other
securities issued upon exercise of this Option, and appropriate
stop transfer instructions shall be given to the Company's
transfer agent.
5. EXPIRATION
This Option shall expire upon the occurrence of the
following events:
5.1 Thirty (30) days following termination of
employment, other than as a result of the Employee's retirement,
death or disability;
5.2 Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the date
of retirement (but in no event beyond the period of time for
which the options evidenced by this Agreement are granted)
exercise the option as to those shares with respect to which
installments, if any, had accrued and were exercisable as of the
date on which Employee retired; and
5.3 Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and Investment
Profit Sharing Plan and Trust) of Employee while in the employ of
the Company (but in no event beyond the period of time for which
the options evidenced by this Agreement are granted). During
such twelve-month period, Employee (or his personal
representative) or the persons to whom the Employee's rights
under this Agreement shall have passed by will or by the
applicable laws of descent and distribution, shall have the right
to exercise the Option evidenced by this Agreement to the extent
that installments, if any, had accrued and were exercisable as of
the date of Employee's death or disability.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Employee,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Employee, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at last
six (6) months prior to the exercise of the Option, in accordance
with regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. NO LIMIT ON GRANT
The options evidenced by this Agreement are nonstatutory or
non-qualified stock options and not incentive stock options as
defined in Section 422 of the Internal Revenue Code. As
nonstatutory stock options issued pursuant to the Plan, they are
not subject to any limitations as to the aggregate fair market
value of the stock subject to such options and, specifically,
shall not be subject to the $100,000 limitation specified in
Internal Revenue Code Section 422(b)(7).
8. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option, and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Committee, the determination of which in that respect
shall be final, binding, and conclusive.
9. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised portion of this Option
shall be deemed cancelled unless the surviving corporation in any
such merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or to
issue substitute options in place thereof; provided, however,
that if the unexercised portion of this Option would be cancelled
in accordance with the foregoing, Employee shall have the right,
exercisable during a 10-day period ending on the fifth day prior
to the effective date of such liquidation, merger,
reorganization, consolidation or sale, to exercise the Option in
whole or in part without regard to any installment exercise
provisions in this Agreement. The Company shall give Employee at
least thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger, reorganization,
consolidation or sale. Notwithstanding anything in the Plan or
this Agreement to the contrary, (i) any exercise of the Option
effected during the foregoing 10-day period shall be deemed to be
effective immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale, then
(A) any exercise during the foregoing 10-day period shall cease
to be effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under this
Agreement and without consideration of this Section.
10. SECURITIES COMPLIANCE
Should the Company at any time determine that the listing,
registration, qualification, or exemption of the shares covered
by this Option is required on any securities exchange or under
any state or federal law, or should the Company determine that
the notification, consent, or approval of any governmental
regulatory authority is necessary or desirable as a condition to
the exercise of this Option, then this Option may not be
exercised, in whole or in part, unless and until such listing,
registration, qualification, notification, consent, or approval
shall have been effected, obtained, or given, free of any condi-
tions not acceptable to the Company.
11. METHOD OF EXERCISE
The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying (a)
the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or names
in which Employee desires to have the shares issued, and (c) that
the options being exercised are nonstatutory options granted
pursuant to this Agreement. Employee may designate in the notice
of exercise that some or all of the shares to be issued upon such
exercise shall be issued in the name of Employee's spouse, the
trustee of a revocable trust in which Employee and his or her
spouse are the sole primary beneficiaries, Employee's prior
spouse, or any combination of the foregoing. Notwithstanding
anything in this Agreement to the contrary, Employee may not
designate in the notice of exercise that any of the shares shall
be issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of Section
1041 of the Code. Said notice shall be accompanied by full
payment of the aggregate purchase price for the shares being
acquired. The Company shall, as soon as practicable thereafter,
issue and deliver to Employee the necessary certificate or
certificates evidencing the number of shares purchased (excluding
any fractional shares) in the name of Employee, and/or such other
person(s) as Employee has properly designated in the notice of
exercise. The Company shall have no obligation to deal directly
with, and shall have no liability to, any person other than
Employee, or Employee's personal representative if Employee has
died or become permanently disabled prior to the delivery of the
shares. Employee shall indemnify and hold harmless the Company,
and each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise. The Company shall pay all
expenses, taxes and other charges payable in connection with the
preparation, issue and delivery of the foregoing stock certifi-
cates, except that, in case such stock certificates shall be
registered in a name or names other than the name of Employee,
funds sufficient to pay all stock transfer taxes which shall be
payable upon the issuance of such stock certificates shall be
paid by Employee at the time of the delivery of the notice of
exercise.
12. NON-TRANSFERABILITY
Options granted pursuant to this Agreement are not trans-
ferable by Employee other than by will or by the laws of descent
and distribution. Said options are exercisable during Employee's
lifetime only by Employee (or Employee's legal representative).
Any attempt by Employee to assign or transfer the options granted
herein other than as provided in this Section shall be null and
void. If Employee designates in the written notice of exercise
any person other than Employee, or Employee's personal
representative, to whom stock certificates should be issued upon
such exercise, the Company may require, as a condition to such
exercise, that Employee and the other persons designated in the
notice of exercise represent and warrant to the Company that
Employee has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior to
Employee's delivery of the notice of exercise, payment of the
exercise price, and performance of the other conditions required
to be performed by Employee in connection with such exercise of
this Option and that such other persons are either Employee's
spouse, the trustee of a revocable trust in which Employee and
his or her spouse are the sole primary beneficiaries, or
Employee's ex-spouse and the issuance to such person is being
made incident to Employee's divorce.
13. NO SHAREHOLDER RIGHTS
Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options granted
herein unless and until such shares shall have been issued to
Employee upon exercise of said options and the exercise price
therefore has been paid for in full.
14. INTERPRETATION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Committee administering the Plan shall have full power to
interpret the provisions of this Agreement and of the Plan and to
decide any dispute which may arise hereunder or thereunder. Said
Committee's action shall be final and conclusive upon all persons
affected thereby. All references in this Plan to Employee shall
mean and include Employee's personal representative if Employee
has died or become permanently disabled prior to the time in
question.
15. AMENDMENT
The Board of Directors of the Company shall have such power
to amend or terminate the Plan as is specified in the Plan. Such
amendment or termination shall not, however, affect any options
then outstanding hereunder.
16. SUCCESSORS
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
17. SUBSIDIARIES
The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.
18. TAX MATTERS
Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Employee and that the Company is not making any representation
to Employee and is not advising Employee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Employee under this
Agreement or with respect to the Option. Employee shall be
solely responsible for determining such tax and legal
consequences to Employee and for obtaining such advice as
Employee deems appropriate.
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, EMPLOYEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF EMPLOYEE
REQUESTS THE COMPANY TO DO SO.
19. SPOUSAL CONSENT
If Employee is married or otherwise deemed to have a spouse
for purposes of California law, Employee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Employee.
Notwithstanding anything in this Agreement to the contrary, if
Employee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Employee delivers to
the Company a duly executed Spousal Consent form and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Employee any shares covered by
the Option until Employee delivers to the Company a duly executed
Spousal Consent form.
20. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
21. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
22. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
23. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"EMPLOYEE":
Signature of Employee
Name of Employee
Address of Employee
Exhibit A
Vesting; Restrictions on Transfer
Set forth below are the terms on which the Option shall vest
and the restrictions on transfer, if any, that are applicable to
the shares of Common Stock and other securities issued upon
exercise of this Option. The provisions that are applicable to
this Option are those that are initialed by the Company and
Employee. In the event that either (a) the Company and Employee
do not initial a subsection under either Section 1 or Section 2
of this Exhibit or (b) the Company and Employee initial more than
one subsection in either Section 1 or Section 2, then Section 1.1
and Section 2.1 shall apply for all purposes under this
Agreement.
1. Vesting
1.1 Five-Year Vesting. The Option shall "vest" and
become exercisable in equal annual installments over a period of
five (5) years. Specifically, Employee shall become entitled to
purchase an additional 20% of the total number of option shares
specified in Section 1 of the Agreement (on a cumulative basis)
during each one-year period following the date of the Agreement.
Thus, during the first year following the date of the Agreement,
Employee shall be entitled to exercise this Option to purchase
20% of the total number of option shares; 40% during the second
year; 60% during the third year; 80% during the fourth year; and
100% during the fifth year.
Company initial Employee initial
1.2 Other Vesting. The Option shall "vest" and
become exercisable in equal installments over a
period of ( ) years.
Company initial Employee initial
2. Restriction on Transfer.
2.1 Five-Year Restriction. None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of, without the prior written approval of
the Committee, for a period of five (5) years following the date
this Agreement and two (2) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later. The
foregoing restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option or to Employee's election to satisfy his tax
withholding obligation with respect to any exercise of this
Option through shares which otherwise would be issued as a result
of the exercise. Appropriate legends shall be placed on any
certificates evidencing any shares issued upon exercise of this
Option, and appropriate stop transfer instructions shall be given
to the Company's transfer agent.
Company initial Employee initial
2.2 Other Restriction. None of the shares of Common
Stock and other securities issued upon exercise of the Option may
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of the
Committee, for a period of ( ) years following the
date this Agreement and ( ) years following
the date of exercise of the Option as to those shares of Common
Stock and/or other securities issued upon such exercise,
whichever is later. The foregoing restriction on transfer shall
not apply to Employee's transfer of shares of Common Stock to the
Company in payment of all or any portion of the exercise price
payable on exercise of this Option or to Employee's election to
satisfy his tax withholding obligation with respect to any
exercise of this Option through shares which otherwise would be
issued as a result of the exercise. Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.
Company initial Employee initial
2.3 No Restriction. The shares of Common Stock and
other securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of at any time without the prior written approval of the
Committee.
Company initial Employee initial
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees to
not sell the Shares that may be issued upon exercise of the
Option, including my community interest, if any, in them, during
certain periods specified in the Agreement. I hereby approve of
the provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
Exhibit 4.1.3
FORM OF RESTRICTED STOCK OPTION AGREEMENT
(Incentive Stock Option)
SANTA BARBARA BANCORP
RESTRICTED STOCK OPTION AGREEMENT
(Incentive Stock Option)
THIS AGREEMENT ("Agreement") is entered into this day of
, 19 , between SANTA BARBARA BANCORP (the
"Company") and ("Employee").
RECITALS
WHEREAS, the Company has duly adopted a Stock Option Plan,
(the "Plan"), which was adopted by the Board of Directors of the
Company on January 29, 1992, and approved by the shareholders of
the Company on April 28, 1992; and
WHEREAS, the Plan provides for the issuance of incentive
stock options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"); and
WHEREAS, Employee has been designated by the Committee which
administers the Plan as the recipient of an incentive stock
option under the Plan.
AGREEMENT
NOW, THEREFORE:
1. GRANT
The Company hereby grants to Employee the option to purchase
an aggregate of shares of the Company's Common Stock
at a price of $ per share, (which price the Company has
determined to be 100% of the fair market value at the time of
grant).
2. OPTION PERIOD
The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall commence
after the expiration of six (6) months following the date hereof
and shall terminate five years from the date hereof, subject to
the provisions governing earlier termination in paragraph 4,
below.
3. EXERCISE
3.1 Vesting. The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.
3.2 Option Exercise Price. The option price must be paid
(a) in cash or check or (b) by the tender of other Shares of
Common Stock owned by the Employee, having a fair market value on
the date of surrender equal to the aggregate exercise price of
the Shares as to which said option is intended to be exercised,
or (c) any combination of such methods of payment.
3.3 Stock-for-Stock Exercises. In the event that the
option price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company already owned by
the Employee, then this Option must be exercised for a minimum of
at least 100 shares, or the total number of shares remaining
subject to the Option, if less than 100 shares.
3.4 Periodic Exercise. The Option may be exercised
by Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time and
from time to time on or after the date on which the Option
becomes exercisable with respect to such shares; provided that
the Option may not be exercised at any one time with respect to
less that one hundred (100) shares of Common Stock unless the
number of shares with respect to which the Option is exercised is
the total number of shares with respect to which the Option is
exercisable at that time.
4. RESTRICTION ON TRANSFER OF STOCK ISSUED
Any and all shares of Common Stock and other securities, if
any, issued pursuant to this Agreement shall be subject to the
restrictions on transfer, if any, set forth in Section 2 of
Exhibit A attached hereto. Any restriction on transfer set forth
in Exhibit A attached hereto shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option. Appropriate legends shall be placed on any
certificates evidencing any shares of Common Stock or other
securities issued upon exercise of this Option, and appropriate
stop transfer instructions shall be given to the Company's
transfer agent.
5. EXPIRATION
This Option shall expire upon the occurrence of the
following events:
5.1 Thirty (30) days following termination of
employment, other than as a result of the Employee's retirement,
death or disability;
5.2 Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the date
of retirement (but in no event beyond the period of time for
which the options evidenced by this Agreement are granted)
exercise the option as to those shares with respect to which
installments, if any, had accrued and were exercisable as of the
date on which Employee retired; and
5.3 Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and Investment
Profit Sharing Plan and Trust) of Employee while in the employ of
the Company (but in no event beyond the period of time for which
the options evidenced by this Agreement are granted). During
such twelve-month period, Employee (or his personal
representative) or the persons to whom the Employee's rights
under this Agreement shall have passed by will or by the
applicable laws of descent and distribution, shall have the right
to exercise the Option evidenced by this Agreement to the extent
that installments, if any, had accrued and were exercisable as of
the date of Employee's death or disability.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Employee,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Employee, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at last
six (6) months prior to the exercise of the Option, in accordance
with regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. LIMIT ON GRANT
The aggregate fair market value, as determined by the
Committee, of the shares of Common Stock with respect to which
this Option is exercisable for the first time by Employee during
any calendar year shall not exceed the difference between (a) One
Hundred Thousand Dollars ($100,000) and (b) the sum of the fair
market value, as determined by the Committee, as of the time the
options, if any, were granted, of the shares of Common Stock
covered by this Option and all other incentive stock options
granted to Employee under the Plan and all other incentive stock
option plans of the Company and which are exercisable for the
first time by the Employee during such calendar year. If the
aggregate fair market value of the shares with respect to which
this Option first becomes exercisable in any calendar year
exceeds such $100,000 limitation, the portion of this Option
which is in excess of the $100,000 limitation shall be treated as
a Non-qualified Option pursuant to Section 422(d)(1) of the Code.
This Section is intended to comply with the provisions of
Section 422 of the Code and shall be interpreted so as to comply
with the provisions of such Section of the Code. Nothing in this
Section shall obligate the Company, to grant options or any
additional options to Employee under this Plan or any other stock
option plan here or hereafter adopted by the Company.
8. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option, and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Committee, the determination of which in that respect
shall be final, binding, and conclusive; provided that this
Option shall not be adjusted in a manner that causes the Option
to fail to continue to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
9. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised portion of this Option
shall be deemed cancelled unless the surviving corporation in any
such merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or to
issue substitute options in place thereof; provided, however,
that if the unexercised portion of this Option would be cancelled
in accordance with the foregoing, Employee shall have the right,
exercisable during a 10-day period ending on the fifth day prior
to the effective date of such liquidation, merger,
reorganization, consolidation or sale, to exercise the Option in
whole or in part without regard to any installment exercise
provisions in this Agreement. If the Option or portion thereof
originally designated as an Incentive Option would cease to
qualify as an incentive stock option under Section 422 of the
Code as a result of the exercise of the Option in accordance with
the preceding sentence, then the Option or portion thereof shall
be redesignated as a non-qualified stock option. The Company
shall give Employee at least thirty (30) days prior written
notice of the anticipated effective date of any such liquidation,
merger, reorganization, consolidation or sale. Notwithstanding
anything in the Plan or this Agreement to the contrary, (i) any
exercise of the Option effected during the foregoing 10-day
period shall be deemed to be effective immediately prior to the
closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be effective ab
initio and (B) the unexercised portion of the Option shall be
exercisable as otherwise determined under this Agreement and
without consideration of this Section.
10. SECURITIES COMPLIANCE
Should the Company at any time determine that the listing,
registration, qualification, or exemption of the shares covered
by this Option is required on any securities exchange or under
any state or federal law, or should the Company determine that
the notification, consent, or approval of any governmental
regulatory authority is necessary or desirable as a condition to
the exercise of this Option, then this Option may not be
exercised, in whole or in part, unless and until such listing,
registration, qualification, notification, consent, or approval
shall have been effected, obtained, or given, free of any condi-
tions not acceptable to the Company.
11. METHOD OF EXERCISE
The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or names
in which Employee desires to have the shares issued, and (c) that
the options being exercised are incentive stock options granted
pursuant to this Agreement. Employee may designate in the notice
of exercise that some or all of the shares to be issued upon such
exercise shall be issued in the name of Employee's spouse, the
trustee of a revocable trust in which Employee and his or her
spouse are the sole primary beneficiaries, Employee's prior
spouse, or any combination of the foregoing. Notwithstanding
anything in this Agreement to the contrary, Employee may not
designate in the notice of exercise that any of the shares shall
be issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of Section
1041 of the Code. Said notice shall be accompanied by full
payment of the aggregate purchase price for the shares being
acquired. The Company shall, as soon as practicable thereafter,
issue and deliver to Employee the necessary certificate or
certificates evidencing the number of shares purchased (excluding
any fractional shares) in the name of Employee and/or such other
person(s) as Employee has properly designated in the notice of
exercise. The Company shall have no obligation to deal directly
with, and shall have no liability to, any person other than
Employee, or Employee's personal representative if Employee has
died or become permanently disabled prior to the delivery of the
shares. Employee shall indemnify and hold harmless the Company,
and each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise. The Company shall pay all
expenses, taxes and other charges payable in connection with the
preparation, issue and delivery of the foregoing stock certifi-
cates, except that, in case such stock certificates shall be
registered in a name or names other than the name of Employee,
funds sufficient to pay all stock transfer taxes which shall be
payable upon the issuance of such stock certificates shall be
paid by Employee at the time of the delivery of the notice of
exercise.
12. NON-TRANSFERABILITY
Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution. Said options are exercisable during
Employee's lifetime only by Employee (or Employee's legal
representative). Any attempt by Employee to assign or transfer
the options granted herein other than as provided in this
paragraph shall be null and void. If Employee designates in the
written notice of exercise any person other than Employee, or
Employee's personal representative, to whom stock certificates
should be issued upon such exercise, the Company may require, as
a condition to such exercise, that Employee and the other persons
designated in the notice of exercise represent and warrant to the
Company that Employee has neither transferred or assigned, nor
attempted to transfer or assign, all or any portion of this
Option prior to Employee's delivery of the notice of exercise,
payment of the exercise price, and performance of the other
conditions required to be performed by Employee in connection
with such exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to such
person is being made incident to Employee's divorce.
13. NO SHAREHOLDER RIGHTS
Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options granted
herein unless and until such shares shall have been issued to
Employee upon exercise of said options and the exercise price
therefor has been paid for in full.
14. INTERPRETATION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Committee administering the Plan shall have full power to
interpret the provisions of this Agreement and of the Plan and to
decide any dispute which may arise hereunder or thereunder. Said
Committee's action shall be final and conclusive upon all persons
affected thereby. All references in this Plan to Employee shall
mean and include Employee's personal representative if Employee
has died or become permanently disabled prior to the time in
question.
15. AMENDMENT
The Board of Directors of the Company shall have such power
to amend or terminate the Plan as is specified in the Plan. Such
amendment or termination shall not, however, affect any options
then outstanding hereunder.
16. SUCCESSORS
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
17. SUBSIDIARIES
The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.
18. TAX MATTERS
Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Employee and that the Company is not making any representation
to Employee and is not advising Employee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Employee under this
Agreement or with respect to the Option. Employee shall be
solely responsible for determining such tax and legal
consequences to Employee and for obtaining such advice as
Employee deems appropriate.
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, EMPLOYEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF EMPLOYEE
REQUESTS THE COMPANY TO DO SO.
19. SPOUSAL CONSENT
If Employee is married or otherwise deemed to have a spouse
for purposes of California law, Employee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Employee.
Notwithstanding anything in this Agreement to the contrary, if
Employee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Employee delivers to
the Company a duly executed Spousal Consent form and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Employee any shares covered by
the Option until Employee delivers to the Company a duly executed
Spousal Consent form.
20. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
21. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
22. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
23. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"EMPLOYEE":
Signature of Employee
Name of Employee
Address of Employee
Vesting; Restrictions on Transfer
Set forth below are the terms on which the Option shall vest
and the restrictions on transfer, if any, that are applicable to
the shares of Common Stock and other securities issued upon
exercise of this Option. The provisions that are applicable to
this Option are those that are initialed by the Company and
Employee. In the event that either (a) the Company and Employee
do not initial a subsection under either Section 1 or Section 2
of this Exhibit or (b) the Company and Employee initial more than
one subsection in either Section 1 or Section 2, then Section 1.1
and Section 2.1 shall apply for all purposes under this
Agreement.
1. Vesting
1.1 Five-Year Vesting. The Option shall "vest" and
become exercisable in equal annual installments over a period of
five (5) years. Specifically, Employee shall become entitled to
purchase an additional 20% of the total number of option shares
specified in Section 1 of the Agreement (on a cumulative basis)
during each one-year period following the date of the Agreement.
Thus, during the first year following the date of the Agreement,
Employee shall be entitled to exercise this Option to purchase
20% of the total number of option shares; 40% during the second
year; 60% during the third year; 80% during the fourth year; and
100% during the fifth year.
Company initial Employee initial
1.2 Other Vesting. The Option shall "vest" and
become exercisable in equal installments over a
period of ( ) years.
Company initial Employee initial
2. Restriction on Transfer.
2.1 Five-Year Restriction. None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of, without the prior written approval of
the Committee, for a period of five (5) years following the date
this Agreement and two (2) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later. The
foregoing restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise of
this Option through shares which otherwise would be issued as a
result of the exercise. Appropriate legends shall be placed on
any certificates evidencing any shares issued upon exercise of
this Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.
Company initial Employee initial
2.2 Other Restriction. None of the shares of Common
Stock and other securities issued upon exercise of the Option may
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of the
Committee, for a period of ( ) years following the
date this Agreement and ( ) years following
the date of exercise of the Option as to those shares of Common
Stock and/or other securities issued upon such exercise,
whichever is later. The foregoing restriction on transfer shall
not apply to Employee's transfer of shares of Common Stock to the
Company in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election to
satisfy his tax withholding obligation, if any, with respect to
any exercise of this Option through shares which otherwise would
be issued as a result of the exercise. Appropriate legends shall
be placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.
Company initial Employee initial
2.3 No Restriction. The shares of Common Stock and
other securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of at any time without the prior written approval of the
Committee.
Company initial Employee initial
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees to
not sell the Shares that may be issued upon exercise of the
Option, including my community interest, if any, in them, during
certain periods specified in the Agreement. I hereby approve of
the provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
Exhibit 4.1.4
FORM OF NONSTATUTORY "RELOAD" OPTION
SANTA BARBARA BANCORP
RESTRICTED STOCK OPTION AGREEMENT
(NONSTATUTORY RELOAD OPTION)
THIS AGREEMENT ("Agreement") is entered into this day
of , 19 , between SANTA BARBARA
BANCORP ("the Company") and
, ("Employee").
RECITALS
WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by the
shareholders of the Company on April 28, 1992; and
WHEREAS, the Plan provides for the issuance of non statutory
stock options (options which do not qualify as Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"); and
WHEREAS, Employee has exercised an option previously granted
under the Plan (the "Original Option") through the tender of
shares of the Common Stock of the Company previously held by the
Optionee, and the Optionee is therefore entitled under the Plan
to an award and grant of this Reload Option;
AGREEMENT
NOW, THEREFORE:
1. GRANT
The Company hereby grants to Employee the option to purchase
an aggregate of shares of the Company's Common Stock
at a price of $ per share, (which price the Company has
determined to be 100% of the fair market value of the shares at
the time of grant).
2. OPTION PERIOD
The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall commence
after the expiration of six (6) months following the date hereof
and, subject to the provisions governing earlier termination set
forth in Section 5, below, shall terminate on the later of (a)
the date of expiration or earlier termination of the Original
Option and (b) five (5) years following the date hereof (namely,
).
3. EXERCISE
3.1 Vesting. The Option shall "vest" and become
exercisable in accordance with the provision of Section 1 of
Exhibit A attached hereto.
3.2 Option Exercise Price. The option price must be paid
(a) in cash or check or (b) by the tender of other Shares of
Common Stock owned by the Employee, having a fair market value on
the date of surrender equal to the aggregate exercise price of
the Shares as to which said option is intended to be exercised,
or (c) any combination of such methods of payment.
3.3 Stock-for-Stock Exercises. In the event that the
option price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company already owned by
the Employee, then this Option must be exercised for a minimum of
at least 100 shares, or the total number of shares remaining
subject to the Option, if less than 100 shares.
3.4 Periodic Exercise. The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time and
from time to time on or after the date on which the Option
becomes exercisable with respect to such shares; provided that
the Option may not be exercised at any one time with respect to
less that one hundred (100) shares of Common Stock unless the
number of shares with respect to which the Option is exercised is
the total number of shares with respect to which the Option is
exercisable at that time.
4. RESTRICTION ON TRANSFER OF STOCK ISSUED
Any and all shares of Common Stock and other securities
issued pursuant to this Agreement shall be subject to the
restrictions on transfer set forth in Exhibit A attached hereto.
Any restriction on transfer set forth in Exhibit A attached
hereto shall not apply to Employee's transfer of shares of Common
Stock to the Company in payment of all or any portion of the
exercise price payable on exercise of this Option. Appropriate
legends shall be placed on any certificates evidencing any shares
of Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be given
to the Company's transfer agent.
5. EXPIRATION
This option shall expire and terminate upon the occurrence
of the following events:
5.1 Thirty (30) days following termination of
employment, other than as a result of the Employee's retirement,
death or disability;
5.2 Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the date
of retirement (but in no event beyond the period of time for
which the options evidenced by this Agreement are granted)
exercise the option as to those shares with respect to which
installments, if any, had accrued and were exercisable as of the
date on which Employee retired; and
5.3 Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and Investment
Profit Sharing Plan and Trust) of Employee while in the employ of
the Company (but in no event beyond the period of time for which
the options evidenced by this Agreement are granted). During
such twelve-month period, Employee (or his personal
representative) or the persons to whom the Employee's rights
under this Agreement shall have passed by will or by the
applicable laws of descent and distribution, shall have the right
to exercise the Option evidenced by this Agreement to the extent
that installments, if any, had accrued and were exercisable as of
the date of Employee's death or disability.
5.4 If the shares of Common Stock of the Company which
are issued upon exercise of the Original Option (which gave rise
to the issuance of this Reload Option) are sold within one (1)
year following the exercise of the Original Option; provided
that, for purposes of this Section, Employee shall not be deemed
to have sold any such shares of Common Stock if Employee
transfers such shares of Common Stock to the Company in payment
of all or any portion of the exercise price of this Option or any
other option granted by the Company to Employee or in
satisfaction of any tax withholding obligation relating to the
exercise of this Option or any other option granted by the
Company to Employee.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Employee,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Employee, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at last
six (6) months prior to the exercise of the Option, in accordance
with regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. NO LIMIT ON GRANT
The options evidenced by this Agreement are nonstatutory or
non-qualified stock options and not incentive stock options as
defined in Section 422 of the Internal Revenue Code. As
nonstatutory stock options issued pursuant to the Plan, they are
not subject to any limitations as to the aggregate fair market
value of the stock subject to such options and, specifically,
shall not be subject to the $100,000 limitation specified in
Internal Revenue Code Section 422(b)(7).
8. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option, and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Committee, the determination of which in that respect
shall be final, binding, and conclusive.
9. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised portion of this Option
shall be deemed cancelled unless the surviving corporation in any
such merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or to
issue substitute options in place thereof; provided, however,
that if the unexercised portion of this Option would be cancelled
in accordance with the foregoing, Employee shall have the right,
exercisable during a 10-day period ending on the fifth day prior
to the effective date of such liquidation, merger,
reorganization, consolidation or sale, to exercise the Option in
whole or in part without regard to any installment exercise
provisions in this Agreement. The Company shall give Employee at
least thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger, reorganization,
consolidation or sale. Notwithstanding anything in the Plan or
this Agreement to the contrary, (i) any exercise of the Option
effected during the foregoing 10-day period shall be deemed to be
effective immediately prior to the closing of such liquidation,
merger, reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale, then
(A) any exercise during the foregoing 10-day period shall cease
to be effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under this
Agreement and without consideration of this Section.
10. SECURITIES COMPLIANCE
Should the Company at any time determine that the listing,
registration, qualification, or exemption of the shares covered
by this Option is required on any securities exchange or under
any state or federal law, or should the Company determine that
the notification, consent, or approval of any governmental
regulatory authority is necessary or desirable as a condition to
the exercise of this Option, then this Option may not be
exercised, in whole or in part, unless and until such listing,
registration, qualification, notification, consent, or approval
shall have been effected, obtained, or given, free of any condi-
tions not acceptable to the Company.
11. METHOD OF EXERCISE
The option granted pursuant to this Agreement shall be
exercised by delivery, to a designated representative of the
Committee administering the Plan, of a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or names
in which Employee desires to have the shares issued, and (c) that
the options being exercised are nonstatutory options granted
pursuant to this Agreement. Employee may designate in the notice
of exercise that some or all of the shares to be issued upon such
exercise shall be issued in the name of Employee's spouse, the
trustee of a revocable trust in which Employee and his or her
spouse are the sole primary beneficiaries, Employee's prior
spouse, or any combination of the foregoing. Notwithstanding
anything in this Agreement to the contrary, Employee may not
designate in the notice of exercise that any of the shares shall
be issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of Section
1041 of the Code. Said notice shall be accompanied by full
payment of the aggregate purchase price for the shares being
acquired. The Company shall, as soon as practicable thereafter,
issue and deliver to Employee, the necessary certificate or
certificates evidencing the number of shares purchased (excluding
any fractional shares) in the name of Employee and/or such other
person(s) as Employee has properly designated in the notice of
exercise. The Company shall have no obligation to deal directly
with, and shall have no liability to, any person other than
Employee, or Employee's personal representative if Employee has
died or become permanently disabled prior to the delivery of the
shares. Employee shall indemnify and hold harmless the Company,
and each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise with respect to any matter
related to this Option and/or the delivery of any shares to such
person. The Company shall pay all expenses, taxes and other
charges payable in connection with the preparation, issue and
delivery of the foregoing stock certificates, except that, in
case such stock certificates shall be registered in a name or
names other than the name of Employee, funds sufficient to pay
all stock transfer taxes which shall be payable upon the issuance
of such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.
12. NON-TRANSFERABILITY
Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution. Said options are exercisable during
Employee's lifetime only by Employee (or Employee's legal
representative). Any attempt by Employee to assign or transfer
the options granted herein other than as provided in this Section
shall be null and void. If Employee designates in the written
notice of exercise any person other than Employee, or Employee's
personal representative, to whom stock certificates should be
issued upon such exercise, the Company may require, as a
condition to such exercise, that Employee and the other persons
designated in the notice of exercise represent and warrant to the
Company that Employee has neither transferred or assigned, nor
attempted to transfer or assign, all or any portion of this
Option prior to Employee's delivery of the notice of exercise,
payment of the exercise price, and performance of the other
conditions required to be performed by Employee in connection
with such exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to such
person is being made incident to Employee's divorce.
13. NO SHAREHOLDER RIGHTS
Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options granted
herein unless and until said shares shall have been issued to
Employee upon exercise of said options and the exercise price
therefor has been paid for in full.
14. INTERPRETATION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Committee administering the Plan shall have full power to
interpret the provisions of this Agreement and of the Plan and to
decide any dispute which may arise hereunder or thereunder. Said
Committee's action shall be final and conclusive upon all persons
affected thereby. All references in this Agreement to Employee
shall mean and include Employee's personal representative if
Employee has died or become permanently disabled prior to the
time in question.
15. AMENDMENT
The Board of Directors of the Company shall have such power
to amend or terminate the Plan as is specified in the Plan. Such
amendment or termination shall not, however, affect any options
then outstanding hereunder.
16. SUCCESSORS
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
17. SUBSIDIARIES
The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.
18. TAX MATTERS
Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Employee and that the Company is not making any representation
to Employee and is not advising Employee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Employee under this
Agreement or with respect to the Option. Employee shall be
solely responsible for determining such tax and legal
consequences to Employee and for obtaining such advice as
Employee deems appropriate.
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, EMPLOYEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF EMPLOYEE
REQUESTS THE COMPANY TO DO SO.
19. SPOUSAL CONSENT
If Employee is married or otherwise deemed to have a spouse
for purposes of California law, Employee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Employee.
Notwithstanding anything in this Agreement to the contrary, if
Employee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Employee delivers to
the Company a duly executed Spousal Consent form and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Employee any shares covered by
the Option until Employee delivers to the Company a duly executed
Spousal Consent form.
20. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
21. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
22. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
23. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"EMPLOYEE":
Signature of Employee
Name of Employee
Address of Employee
Exhibit A
Vesting; Restrictions on Transfer
Set forth below are the terms on which the Option shall vest
and the restrictions on transfer, if any, that are applicable to
the shares of Common Stock and other securities issued upon
exercise of this Option. The provisions that are applicable to
this Option are those that are initialed by the Company and
Employee. In the event that either (a) the Company and Employee
do not initial a subsection under either Section 1 or Section 2
of this Exhibit or (b) the Company and Employee initial more than
one subsection in either Section 1 or Section 2, then Section 1.1
and Section 2.1 shall apply for all purposes under this
Agreement.
1. Vesting
1.1 One-Year Vesting. The Option shall "vest" and
become exercisable one (1) year following the date of exercise of
the original option.
Company initial Employee initial
1.2 Other Vesting. The Option shall "vest" and
become exercisable in equal installments over a
period of ( ) years.
Company initial Employee initial
2. Restriction on Transfer.
2.1 Five-Year Restriction. None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of, without the prior written approval of
the Committee, for a period of five (5) years following the date
this Agreement and two (2) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later. The
foregoing restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise of
this Option through shares which otherwise would be issued as a
result of the exercise. Appropriate legends shall be placed on
any certificates evidencing any shares issued upon exercise of
this Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.
Company initial Employee initial
2.2 Other Restriction. None of the shares of Common
Stock and other securities issued upon exercise of the Option may
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of the
Committee, for a period of ( ) years following the
date this Agreement and ( ) years following
the date of exercise of the Option as to those shares of Common
Stock and/or other securities issued upon such exercise,
whichever is later. The foregoing restriction on transfer shall
not apply to Employee's transfer of shares of Common Stock to the
Company in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election to
satisfy his tax withholding obligation, if any, with respect to
any exercise of this Option through shares which otherwise would
be issued as a result of the exercise. Appropriate legends shall
be placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.
Company initial Employee initial
2.3 No Restriction. The shares of Common Stock and
other securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of at any time without the prior written approval of the
Committee.
Company initial Employee initial
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees to
not sell the Shares that may be issued upon exercise of the
Option, including my community interest, if any, in them, during
certain periods specified in the Agreement. I hereby approve of
the provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
Exhibit 4.1.5
FORM OF INCENTIVE "RELOAD" OPTION
SANTA BARBARA BANCORP
RESTRICTED STOCK OPTION AGREEMENT
(INCENTIVE RELOAD OPTION)
THIS AGREEMENT ("Agreement") is entered into this day
of , 19 , between SANTA BARBARA BANCORP (the
"Company") and , ("Employee").
RECITALS
WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by the
shareholders of the Company on April 28, 1992; and
WHEREAS, the Plan provides for the issuance of incentive
stock options (that is, options which qualify as Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code)); and
WHEREAS, Employee has exercised an option previously granted
under the Plan (the "Original Option") through the tender of
shares of the Common Stock of the Company previously held by the
Employee, and the Employee is therefore entitled under the Plan
to an award and grant of this Reload Option, which shall be an
incentive stock option under the Plan.
AGREEMENT
NOW, THEREFORE:
1. GRANT
The Company hereby grants to Employee the option to purchase
an aggregate of shares of the Company's Common Stock
at a price of $ per share, (which price the Company has
determined to be 100% of the fair market value at the time of
grant).
2. OPTION PERIOD
The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall commence
after the expiration of six (6) months following the date hereof
and shall terminate five (5) years following the date hereof
(namely, on , 19 ), subject to the provisions
governing earlier termination set forth in Section 5, below.
3. EXERCISE
3.1 Vesting. The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.
3.2 Option Exercise Price. The option price must be paid
(a) in cash or check or (b) by the tender of other Shares of
Common Stock owned by the Employee, having a fair market value on
the date of surrender equal to the aggregate exercise price of
the Shares as to which said option is intended to be exercised,
or (c) any combination of such methods of payment.
3.3 Stock-for-Stock Exercises. In the event that the
option price is paid, whether in whole or in part, through the
tender of shares of Common Stock of the Company already owned by
the Employee, then this Option must be exercised for a minimum of
at least 100 shares, or the total number of shares remaining
subject to the Option, if less than 100 shares.
3.4 Periodic Exercise. The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time and
from time to time on or after the date on which the Option
becomes exercisable with respect to such shares; provided that
the Option may not be exercised at any one time with respect to
less that one hundred (100) shares of Common Stock unless the
number of shares with respect to which the Option is exercised is
the total number of shares with respect to which the Option is
exercisable at that time.
4. RESTRICTION ON TRANSFER OF STOCK ISSUED
Any and all shares of Common Stock and other securities, if
any, issued pursuant to this Agreement shall be subject to the
restrictions on transfer, if any, set forth in Section 2 of
Exhibit A attached hereto. Any restriction on transfer set forth
in Exhibit A attached hereto shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option. Appropriate legends shall be placed on any
certificates evidencing any shares of Common Stock or other
securities issued upon exercise of this Option, and appropriate
stop transfer instructions shall be given to the Company's
transfer agent.
5. EXPIRATION
This Option shall expire and terminate upon the occurrence
of the following events:
5.1 Thirty (30) days following termination of
employment, other than as a result of the Employee's retirement,
death or disability;
5.2 Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the date
of retirement (but in no event beyond the period of time for
which the options evidenced by this Agreement are granted)
exercise the option as to those shares with respect to which
installments, if any, had accrued and were exercisable as of the
date on which Employee retired;
5.3 Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and Investment
Profit Sharing Plan and Trust) of Employee while in the employ of
the Company (but in no event beyond the period of time for which
the options evidenced by this Agreement are granted). During
such twelve-month period, Employee (or his personal
representative) or the persons to whom the Employee's rights
under this Agreement shall have passed by will or by the
applicable laws of descent and distribution, shall have the right
to exercise the Option evidenced by this Agreement to the extent
that installments, if any, had accrued and were exercisable as of
the date of Employee's death or disability; and
5.4 If the shares of Common Stock of the Company which
are issued upon exercise of the Original Option (which gave rise
to the issuance of this Reload Option) are sold within one (1)
year following the exercise of the Original Option; provided
that, for purposes of this Section, Employee shall not be deemed
to have sold any such shares of Common Stock if Employee
transfers such shares of Common Stock to the Company in payment
of all or any portion of the exercise price of this Option or any
other option granted by the Company to Employee or in
satisfaction of any tax withholding obligation relating to the
exercise of this Option or any other option granted by the
Company to Employee.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Employee,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Employee, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at last
six (6) months prior to the exercise of the Option, in accordance
with regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. LIMIT ON GRANT
The aggregate fair market value, as determined by the
Committee at the time an option is granted, of all shares of
Common Stock with respect to which this Option is exercisable for
the first time by Employee during any calendar year, shall not
exceed the difference between (a) One Hundred Thousand Dollars
($100,000) and (b) the sum of the fair market value, as
determined by the Committee, as of the time the options, if any,
were granted, of the shares of Common Stock covered by this
Option and all other incentive stock options granted to Employee
under the Plan and all other incentive stock option plans of the
Company and which are exercisable for the first time by the
Employee during such calendar year. If the aggregate fair market
value of the shares with respect to which this Option first
becomes exercisable in any calendar year exceeds such $100,000
limitation, the portion of this Option which is in excess of the
$100,000 limitation shall be treated as a Non-qualified Option
pursuant to Section 422(d)(1) of the Code. This Section is
intended to comply with the provisions of Section 422 of the Code
and shall be interpreted so as to comply with the provisions of
such Section of the Code. Nothing in this Section shall obligate
the Company, to grant options or any additional options to
Employee under this Plan or any other stock option plan here or
hereafter adopted by the Company.
8. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option, and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Committee, the determination of which in that respect
shall be final, binding, and conclusive; provided that this
Option shall not be adjusted in a manner that causes the Option
to fail to continue to qualify as an incentive stock option
within the meaning of Section 422 of the Code.
9. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised portion of this Option
shall be deemed cancelled unless the surviving corporation in any
such merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or to
issue substitute options in place thereof; provided, however,
that if the unexercised portion of this Option would be cancelled
in accordance with the foregoing, Employee shall have the right,
exercisable during a 10-day period ending on the fifth day prior
to the effective date of such liquidation, merger,
reorganization, consolidation or sale, to exercise the Option in
whole or in part without regard to any installment exercise
provisions in this Agreement. If the Option or portion thereof
originally designated as an Incentive Option would cease to
qualify as an incentive stock option under Section 422 of the
Code as a result of the exercise of the Option in accordance with
the preceding sentence, then the Option or portion thereof shall
be redesignated as a non-qualified stock option. The Company
shall give Employee at least thirty (30) days prior written
notice of the anticipated effective date of any such liquidation,
merger, reorganization, consolidation or sale. Notwithstanding
anything in the Plan or this Agreement to the contrary, (i) any
exercise of the Option effected during the foregoing 10-day
period shall be deemed to be effective immediately prior to the
closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be effective ab
initio and (B) the unexercised portion of the Option shall be
exercisable as otherwise determined under this Agreement and
without consideration of this Section.
10. SECURITIES COMPLIANCE
Should the Company at any time determine that the listing,
registration, qualification, or exemption of the shares covered
by this Option is required on any securities exchange or under
any state or federal law, or should the Company determine that
the notification, consent, or approval of any governmental
regulatory authority is necessary or desirable as a condition to
the exercise of this Option, then this Option may not be
exercised, in whole or in part, unless and until such listing,
registration, qualification, notification, consent, or approval
shall have been effected, obtained, or given, free of any condi-
tions not acceptable to the Company.
11. METHOD OF EXERCISE
The Option granted pursuant to this Agreement shall be
exercised by delivery, to a designated representative of the
Committee administering the Plan, of a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or names
in which Employee desires to have the shares issued, and (c) that
the options being exercised are incentive stock options granted
pursuant to this Agreement. Employee may designate in the notice
of exercise that some or all of the shares to be issued upon such
exercise shall be issued in the name of Employee's spouse, the
trustee of a revocable trust in which Employee and his or her
spouse are the sole primary beneficiaries, Employee's prior
spouse, or any combination of the foregoing. Notwithstanding
anything in this Agreement to the contrary, Employee may not
designate in the notice of exercise that any of the shares shall
be issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of Section
1041 of the Code. Said notice shall be accompanied by full
payment of the aggregate purchase price for the shares being
acquired. The Company shall, as soon as practicable thereafter,
issue and deliver to Employee, the necessary certificate or
certificates evidencing the number of shares purchased (excluding
any fractional shares) in the name of Employee and/or such other
person(s) as Employee has properly designated in the notice of
exercise. The Company shall have no obligation to deal directly
with, and shall have no liability to, any person other than
Employee, or Employee's personal representative if Employee has
died or become permanently disabled prior to the delivery of the
shares. Employee shall indemnify and hold harmless the Company,
and each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise with respect to any matter
related to this Option and/or the delivery of any shares to such
person. The Company shall pay all expenses, taxes and other
charges payable in connection with the preparation, issue and
delivery of the foregoing stock certificates, except that, in
case such stock certificates shall be registered in a name or
names other than the name of Employee, funds sufficient to pay
all stock transfer taxes which shall be payable upon the issuance
of such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.
12. NON TRANSFERABILITY
Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution. Said options are exercisable during
Employee's lifetime only by Employee (or Employee's legal
representative). Any attempt by Employee to assign or transfer
the options granted herein other than as provided in this Section
shall be null and void. If Employee designates in the written
notice of exercise any person other than Employee, or Employee's
personal representative, to whom stock certificates should be
issued upon such exercise, the Company may require, as a
condition to such exercise, that Employee and the other persons
designated in the notice of exercise represent and warrant to the
Company that Employee has neither transferred or assigned, nor
attempted to transfer or assign, all or any portion of this
Option prior to Employee's delivery of the notice of exercise,
payment of the exercise price, and performance of the other
conditions required to be performed by Employee in connection
with such exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to such
person is being made incident to Employee's divorce.
13. NO SHAREHOLDER RIGHTS
Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options granted
herein unless and until said shares shall have been issued to
Employee upon exercise of said options and the exercise price
therefor has been paid for in full.
14. INTERPRETATION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Committee administering the Plan shall have full power to
interpret the provisions of this Agreement and of the Plan and to
decide any dispute which may arise hereunder or thereunder. Said
Committee's action shall be final and conclusive upon all persons
affected thereby. All references in this Plan to Employee shall
mean and include Employee's personal representative if Employee
has died or become permanently disabled prior to the time in
question.
15. AMENDMENT
The Board of Directors of the Company shall have such power
to amend or terminate the Plan as is specified in the Plan. Such
amendment or termination shall not, however, affect any options
then outstanding hereunder.
16. SUCCESSORS
This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereto.
17. SUBSIDIARIES
The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.
18. TAX MATTERS
Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Employee and that the Company is not making any representation
to Employee and is not advising Employee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Employee under this
Agreement or with respect to the Option. Employee shall be
solely responsible for determining such tax and legal
consequences to Employee and for obtaining such advice as
Employee deems appropriate.
EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, EMPLOYEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF EMPLOYEE
REQUESTS THE COMPANY TO DO SO.
19. SPOUSAL CONSENT
If Employee is married or otherwise deemed to have a spouse
for purposes of California law, Employee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Employee.
Notwithstanding anything in this Agreement to the contrary, if
Employee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Employee delivers to
the Company a duly executed Spousal Consent form and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Employee any shares covered by
the Option until Employee delivers to the Company a duly executed
Spousal Consent form.
20. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
21. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
22. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
23. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"EMPLOYEE":
Signature of Employee
Name of Employee
Address of Employee
Exhibit A
Vesting; Restrictions on Transfer
Set forth below are the terms on which the Option shall vest
and the restrictions on transfer, if any, that are applicable to
the shares of Common Stock and other securities issued upon
exercise of this Option. The provisions that are applicable to
this Option are those that are initialed by the Company and
Employee. In the event that either (a) the Company and Employee
do not initial a subsection under either Section 1 or Section 2
of this Exhibit or (b) the Company and Employee initial more than
one subsection in either Section 1 or Section 2, then Section 1.1
and Section 2.1 shall apply for all purposes under this
Agreement.
1. Vesting
1.1 Five-Year Vesting. The Option shall "vest" and
become exercisable in equal annual installments over a period of
five (5) years. Specifically, Employee shall become entitled to
purchase an additional 20% of the total number of option shares
specified in Section 1 of the Agreement (on a cumulative basis)
during each one-year period following the date of the Agreement.
Thus, during the first year following the date of the Agreement,
Employee shall be entitled to exercise this Option to purchase
20% of the total number of option shares; 40% during the second
year; 60% during the third year; 80% during the fourth year; and
100% during the fifth year.
Company initial Employee initial
1.2 Other Vesting. The Option shall "vest" and
become exercisable in equal installments over a
period of ( ) years.
Company initial Employee initial
2. Restriction on Transfer.
2.1 Five-Year Restriction. None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of, without the prior written approval of
the Committee, for a period of five (5) years following the date
this Agreement and two (2) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later. The
foregoing restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment of
all or any portion of the exercise price payable on exercise of
this Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise of
this Option through shares which otherwise would be issued as a
result of the exercise. Appropriate legends shall be placed on
any certificates evidencing any shares issued upon exercise of
this Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.
Company initial Employee initial
2.2 Other Restriction. None of the shares of Common
Stock and other securities issued upon exercise of the Option may
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of the
Committee, for a period of ( ) years following the
date this Agreement and ( ) years following
the date of exercise of the Option as to those shares of Common
Stock and/or other securities issued upon such exercise,
whichever is later. The foregoing restriction on transfer shall
not apply to Employee's transfer of shares of Common Stock to the
Company in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election to
satisfy his tax withholding obligation, if any, with respect to
any exercise of this Option through shares which otherwise would
be issued as a result of the exercise. Appropriate legends shall
be placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.
Company initial Employee initial
2.3 No Restriction. The shares of Common Stock and
other securities issued upon exercise of the Option may be sold,
exchanged, transferred, pledged, hypothecated or otherwise
disposed of at any time without the prior written approval of the
Committee.
Company initial Employee initial
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees to
not sell the Shares that may be issued upon exercise of the
Option, including my community interest, if any, in them, during
certain periods specified in the Agreement. I hereby approve of
the provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
Exhibit 4.2
SANTA BARBARA BANCORP DIRECTORS STOCK OPTION PLAN
(as amended through the date of this Registration Statement)
Exhibit 4.2.1
FORM OF DIRECTORS STOCK OPTION AGREEMENT
SANTA BARBARA BANCORP
DIRECTORS STOCK OPTION AGREEMENT
THIS OPTION, granted , 19 ,
by SANTA BARBARA BANCORP (the "Company"), to ,
(the "Optionee").
RECITALS
WHEREAS, the Company has duly adopted a Director Stock
Option Plan, (the "Plan"); and
WHEREAS, the Optionee is entitled under the Plan to an award
and grant of an option;
NOW, THEREFORE:
1. GRANT OF OPTION
The Company hereby grants to Optionee the option to purchase
("Option") from the Company one thousand (1,000) shares of its
Common Stock at a price of $ per share, which shall be at
least 100% of market value, which Option may be exercised upon
the terms and conditions hereinafter set forth, as well as those
contained in the Plan.
2. OPTION PERIOD
The period during which the Option granted hereunder may be
exercised (the "Option Period") shall commence after the
expiration of six (6) months following the date hereof and shall
terminate five (5) years from the date hereof, subject to the
provisions governing earlier termination in Section 4, below.
3. EXERCISE
The Option may be exercised in full or in part at any time
and from time to time during the Option Period (except that it
may not be exercised for any fractional shares). The option price
must be paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Optionee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is intended
to be exercised, or (c) any combination of such methods of
payment. In the event that the option price is paid, whether in
whole or in part, through the tender of shares of Common Stock of
the Company already owned by the Optionee, then (a) the Optionee
shall be entitle to receive a grant of a Reload Option(s), in
accordance with the terms of the Plan, but (b) the option must be
exercised for a minimum of at least 100 shares.
4. EXPIRATION
This Option shall expire upon the occurrence of the
following events:
4.1 Immediately upon termination of Optionee's status
as Director of the Company, provided that Optionee shall have
three (3) months from the date of termination to exercise any
options he was entitled to exercise at the date of termination;
and
4.2 Upon the death or permanent disability (as defined
in the Plan) of Optionee while a Director of the Company (but in
no event beyond the period of time for which this Option is
granted); provided that Optionee (or his personal representative,
or the persons to whom Optionee's rights under this Option shall
pass, under the laws of descent and distribution) shall have the
right to exercise this option for a period of twelve (12) months
following the date of death or permanent disability (but not
later than the expiration of the term of the option), but only to
the extent of the right to exercise that would have accrued had
the Optionee continued living and remained in continuous status
as a director for three (3) months after the date of such death
or disability.
5. RESTRICTION ON TRANSFER
None of the shares of Common Stock and other securities
issued upon exercise of the Option may be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of,
without the prior written approval of the Committee, for a period
of five (5) years following the date this Agreement and two (2)
years following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon such
exercise, whichever is later. The foregoing restriction on
transfer shall not apply to Optionee's transfer of shares of
Common Stock to the Company in payment of all or any portion of
the exercise price payable on exercise of this Option or to
Optionee's election to satisfy his tax withholding obligation, if
any, with respect to any exercise of this Option through shares
which otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option, and
appropriate stop transfer instructions shall be given to the
Company's transfer agent.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Director,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Director, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at least
six (6) months prior to the exercise of the Option, in accordance
with the regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. COMPLIANCE WITH APPLICABLE LAW
Shares shall not be issued pursuant to the exercise of an
Option 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, the
Securities Act of 1933, as amended (the "Exchange Act"), the
Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder and the requirements of any
stock exchange upon the shares then may be listed, and the
issuance of any shares pursuant to the exercise of this Option
shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may
require the person exercising such Option 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
counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been
obtained.
8. NOTICE OF EXERCISE
The Option shall be exercised by delivery to the Company of
a written notice specifying the number of shares which Optionee
(or his personal representative) then desires to purchase,
accompanied by full payment of the aggregate purchase price
thereof in accordance with the Plan. Optionee may designate in
the notice of exercise that some or all of the shares to be
issued upon such exercise shall be issued in the name of
Optionee's spouse, the trustee of a revocable trust in which
Optionee and his or her spouse are the sole primary
beneficiaries, Optionee's prior spouse, or any combination of the
foregoing. Notwithstanding anything in this Agreement to the
contrary, Optionee may not designate in the notice of exercise
that any of the shares shall be issued to Optionee's ex-spouse
unless such issuance is to be made incident to Optionee's divorce
within the meaning of Section 1041 of the Code. The Company
shall, as soon as practicable thereafter, issue and deliver to
Optionee a certificate or certificates evidencing the number of
shares purchased (excluding any fractional shares), in the name
of Optionee and/or such other person(s) as Optionee has properly
designated in the notice of exercise. The Company shall have no
obligation to deal directly with, and shall have no liability to,
any person other than Optionee, or Optionee's personal
representative if Optionee has died or become permanently
disabled prior to the delivery of the shares. Optionee shall
indemnify and hold harmless the Company, and each of its
officers, directors, employees and agents, from and against any
and all claims made by any person other than Optionee, or
Optionee's personal representative, who is designated in the
notice of exercise. The Company shall pay all expenses, taxes
and other charges payable in connection with the preparation,
issue and delivery of the foregoing stock certificates, except
that, in case such stock certificates shall be registered in a
name or names other than the name of Optionee, funds sufficient
to pay all stock transfer taxes which shall be payable upon the
issuance of such stock certificates shall be paid by Optionee at
the time of the delivery of the notice of exercise.
9. NON-TRANSFERABILITY
This Option is not transferable by Optionee, other than by
will or by the laws of descent and distribution. This Option is
exercisable during Optionee's lifetime only by him (or his
guardian or legal representative). Any attempt by Optionee to
assign or transfer the option granted hereby, other than as
provided in this Section, shall be null and void. If Optionee
designates in the written notice of exercise any person other
than Optionee, or Optionee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Optionee and the other persons designated in the notice of
exercise represent and warrant to the Company that Optionee has
neither transferred or assigned, nor attempted to transfer or
assign, all or any portion of this Option prior to Optionee's
delivery of the notice of exercise, payment of the exercise
price, and performance of the other conditions required to be
performed by Optionee in connection with such exercise of this
Option and that such other persons are either Optionee's spouse,
the trustee of a revocable trust in which Optionee and his or her
spouse are the sole primary beneficiaries, or Optionee's ex-
spouse and the issuance to such person is being made incident to
Optionee's divorce.
10. NO RIGHTS AS SHAREHOLDER
Optionee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by this Option, unless
and until the shares subject to this Option shall have been duly
issued to Optionee upon exercise of this Option and the option
price shall have been paid in full (as evidenced by the
appropriate entry on the books of the Company or of the duly
authorized transfer agent of the Company).
11. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Board of Directors of the Company, the determination
of which in that respect shall be final, binding, and conclusive.
12. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised Option shall be deemed
cancelled unless the surviving corporation in any such merger,
reorganization or consolidation or the acquiring corporation in
any such sale elects to assume the Option or to issue substitute
options in place thereof; provided, however, that, if the Option
would be cancelled in accordance with the foregoing, the Optionee
shall have the right, exercisable during a 10-day period ending
on the fifth day prior to the effective date of such liquidation,
merger, reorganization, consolidation or sale, to exercise the
Option in whole or in part even though the Option Period has not
yet begun. The Company shall give Optionee at least thirty (30)
days prior written notice of the anticipated effective date of
any such liquidation, merger, reorganization, consolidation or
sale. Notwithstanding anything herein to the contrary, (i) any
exercise of an Option effected during the foregoing 10-day period
shall be deemed to be effective immediately prior to the closing
of such liquidation, merger, reorganization, consolidation or
sale, and (ii) if the Company abandons or otherwise fails to
close any such liquidation, merger, reorganization, consolidation
or sale, then (A) such exercise during the foregoing 10-day
period shall cease to be effective ab initio and (B) the Option
shall be exercisable as otherwise determined under this Agreement
and without consideration of this Section.
13. INTERPRETATION OF OPTION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Company shall have full power to interpret the provisions of this
Option and of the Plan and to decide any dispute which may arise
hereunder or thereunder, and its action shall be final and
conclusive upon all persons affected thereby. All references in
this Agreement to Optionee shall mean and include Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the time in question.
14. SEC RULE 16b-3 LIMITATIONS
In accordance with Rule 16b-3(c)(1) promulgated by the
Securities and Exchange Commission under the Exchange Act, and in
addition to (but not in lieu of) any other restrictions imposed
under this Agreement or the Plan, neither this Option nor any of
the underlying shares of Common Stock of the Company which would
be issued upon its exercise, may be sold, transferred, or
otherwise disposed of, whether directly or indirectly, for a
period of six (6) months following the effective date of any
exercise of this Option.
15. ACKNOWLEDGEMENT OF RECEIPT; OPTION SUBJECT TO PLAN
Optionee acknowledges receipt of a copy of the Company's
Directors Stock Option Plan and agrees that the Option granted
hereunder is subject to the terms and conditions of such Plan.
Any inconsistency between the terms of the Plan and the
provisions set forth herein shall be controlled by and resolved
in favor of the terms set forth in the Plan.
16. TAX MATTERS
Optionee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Optionee and that the Company is not making any representation
to Optionee and is not advising Optionee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Optionee under this
Agreement or with respect to the Option. Optionee shall be
solely responsible for determining such tax and legal
consequences to Optionee, and for obtaining such advice as
Optionee deems appropriate.
OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO OPTIONEE OF THIS AGREEMENT AND OPTIONEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, OPTIONEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF OPTIONEE
REQUESTS THE COMPANY TO DO SO.
17. SPOUSAL CONSENT
If Optionee is married or otherwise deemed to have a spouse
for purposes of California law, Optionee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Optionee.
Notwithstanding anything in this Agreement to the contrary, if
Optionee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Optionee delivers to
the Company a duly executed Spousal Consent form, and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Optionee any shares covered by
the Option until Optionee delivers to the Company a duly executed
Spousal Consent form.
18. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
19. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
20. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
21. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
Address for Notices:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"OPTIONEE":
Signature of Optionee
Name of Optionee
Address for Notices:
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Directors Stock
Option Agreement (the "Agreement") and that I know its contents.
I am aware that by its provisions my spouse agrees to not sell
the Shares that may be issued upon exercise of the Option,
including my community interest, if any, in them, during certain
periods specified in the Agreement. I hereby approve of the
provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
Exhibit 4.2.2
FORM OF DIRECTORS "RELOAD" OPTION
SANTA BARBARA BANCORP
DIRECTORS STOCK OPTION AGREEMENT
(RELOAD OPTION)
THIS OPTION, granted , 19 ,
by SANTA BARBARA BANCORP, (the "Company"), to ,
(the "Optionee").
RECITALS
WHEREAS, the Company has duly adopted a Director Stock
Option Plan, (the "Plan"); and
WHEREAS, the Optionee has exercised an option previously
granted under the Plan (the "Original Option") through the tender
of shares of the Common Stock of the Company previously held by
the Optionee, and the Optionee is therefore entitled under the
Plan to an award and grant of this Reload Option;
NOW, THEREFORE:
1. GRANT OF OPTION
The Company hereby grants to Optionee the option to purchase
("Option") from the Company ( ) shares of its
Common Stock at a price of $ per share, which shall be at
least 100% of market value, which Option may be exercised upon
the terms and conditions hereinafter set forth, as well as those
contained in the Plan.
2. OPTION PERIOD
The period during which the Option granted hereby may be
exercised (the "Option Period") shall commence after the
expiration of six (6) months following the date hereof and shall
terminate five (5) years following the date hereof (namely, on
, 19 ), subject to the provisions governing earlier termination
in Section 4, below.
3. EXERCISE
The Option may be exercised in full or in part at any time
and from time to time during the Option Period (except that it
may not be exercised for any fractional shares). The option price
must be paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Optionee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is intended
to be exercised, or (c) any combination of such methods of
payment. In the event that the option price is paid, whether in
whole or in part, through the tender of shares of Common Stock of
the Company already owned by the Optionee, then (a) the Optionee
shall be entitle to receive a grant of a Reload Option(s), in
accordance with the terms of the Plan, but (b) the option must be
exercised for a minimum of at least 100 shares.
4. EXPIRATION
This Option shall expire and terminate upon the occurrence
of the following events:
4.1 Immediately upon termination of Optionee's status
as Director of the Company, provided that Optionee shall have
three (3) months from the date of termination to exercise any
options he was entitled to exercise at the date of termination;
and
4.2 Upon the death or permanent disability (as defined
in the Stock Option Plan) of Optionee while a Director of the
Company (but in no event beyond the period of time for which this
Option is granted); provided that Optionee (or his personal
representative, or the persons to whom Optionee's rights under
this Option shall pass, under the laws of descent and distribu-
tion) shall have the right to exercise this option for a period
twelve (12) months following the date of death or permanent dis-
ability (but not later than the expiration of the term of the
option), but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and remained
in continuous status as a director for three (3) months after the
date of such death or disability.
4.3 If the shares of Common Stock of the Company which
are issued upon exercise of the Original Option (which gave rise
to the issuance of this Reload Option) are sold within one (1)
year following the exercise of the Original Option.
5. RESTRICTION ON TRANSFER
None of the shares of Common Stock and other securities
issued upon exercise of the Option may be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of,
without the prior written approval of the Committee, for a period
of five (5) years following the date this Agreement and two (2)
years following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon such
exercise, whichever is later. The foregoing restriction on
transfer shall not apply to Optionee's transfer of shares of
Common Stock to the Company in payment of all or any portion of
the exercise price payable on exercise of this Option or to
Optionee's election to satisfy his tax withholding obligation, if
any, with respect to any exercise of this Option through shares
which otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option, and
appropriate stop transfer instructions shall be given to the
Company's transfer agent.
6. TAX WITHHOLDING
To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the Company
to withhold from amounts otherwise to be paid to the Director,
the Company shall do so on such terms and in accordance with such
procedures as may be required under applicable law. At the
election of the Director, withholding may be made in shares of
the Common Stock of the Company which would otherwise be issued
as a result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at least
six (6) months prior to the exercise of the Option, in accordance
with the regulations and interpretations of the Securities and
Exchange Commission. If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s), in
accordance with the terms and conditions specified in the Plan,
for the number of shares so withheld.
7. COMPLIANCE WITH APPLICABLE LAW
Shares shall not be issued pursuant to the exercise of an
Option 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, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended ("the Exchange Act"), the rules and
regulations promulgated thereunder and the requirements of any
stock exchange upon the shares then may be listed, and the
issuance of any shares pursuant to the exercise of this Option
shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may
require the person exercising such Option 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
counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by
the Company's counsel to be necessary to the lawful issuance and
sale of any shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been
obtained.
8. NOTICE OF EXERCISE
The Option shall be exercised by delivery to the Company of
a written notice specifying the number of shares which Optionee
(or his personal representative) then desires to purchase,
accompanied by full payment of the aggregate purchase price
thereof in accordance with the Plan. Optionee may designate in
the notice of exercise that some or all of the shares to be
issued upon such exercise shall be issued in the name of
Optionee's spouse, the trustee of a revocable trust in which
Optionee and his or her spouse are the sole primary benefi-
ciaries, Optionee's prior spouse, or any combination of the
foregoing. Notwithstanding anything in this Agreement to the
contrary, Optionee may not designate in the notice of exercise
that any of the shares shall be issued to Optionee's ex-spouse
unless such issuance is to be made incident to Optionee's divorce
within the meaning of Section 1041 of the Code. The Company
shall, as soon as practicable thereafter, issue and deliver to
Optionee a certificate or certificates evidencing the number of
shares purchased (excluding any fractional shares), in the name
of Optionee and/or such other person(s) as Optionee has properly
designated in the notice of exercise. The Company shall have no
obligation to deal directly with, and shall have no liability to,
any person other than Optionee, or Optionee's personal
representative if Optionee has died or become permanently
disabled prior to the delivery of the shares. Optionee shall
indemnify and hold harmless the Company, and each of its
officers, directors, employees and agents, from and against any
and all claims made by any person other than Optionee, or
Optionee's personal representative, who is designated in the
notice of exercise with respect to any matter related to this
Option and/or the delivery of any shares to such person. The
Company shall pay all expenses, taxes and other charges payable
in connection with the preparation, issue and delivery of the
foregoing stock certificates, except that, in case such stock
certificates shall be registered in a name or names other than
the name of Optionee, funds sufficient to pay all stock transfer
taxes which shall be payable upon the issuance of such stock
certificates shall be paid by Optionee at the time of the
delivery of the notice of exercise.
9. NON-TRANSFERABILITY
This Option is not transferable by Optionee, other than by
will or by the laws of descent and distribution. This Option is
exercisable during Optionee's lifetime only by him (or his
guardian or legal representative). Any attempt by Optionee to
assign or transfer the option granted hereby, other than as
provided in this Section, shall be null and void. If Optionee
designates in the written notice of exercise any person other
than Optionee, or Optionee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Optionee and the other persons designated in the notice of
exercise represent and warrant to the Company that Optionee has
neither transferred or assigned, nor attempted to transfer or
assign, all or any portion of this Option prior to Optionee's
delivery of the notice of exercise, payment of the exercise
price, and performance of the other conditions required to be
performed by Optionee in connection with such exercise of this
Option and that such other persons are either Optionee's spouse,
the trustee of a revocable trust in which Optionee and his or her
spouse are the sole primary beneficiaries, or Optionee's ex-
spouse and the issuance to such person is being made incident to
Optionee's divorce.
10. NO RIGHTS AS SHAREHOLDER
Optionee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by this Option, unless
and until the shares subject to this Option shall have been duly
issued to Optionee upon exercise of this Option and the option
price shall have been paid in full (as evidenced by the
appropriate entry on the books of the Company or of the duly
authorized transfer agent of the Company).
11. RECAPITALIZATION OF COMPANY
Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and class
of shares subject to the Option, and the exercise price of the
Option, in the event of a stock dividend (but only on Common
Stock), stock-split, reverse stock-split, recapitalization,
reorganization or like change in the capital structure of the
Company. To the extent that the foregoing adjustments relate to
stock or securities of the Company, such adjustments shall be
made by the Committee, the determination of which in that respect
shall be final, binding, and conclusive.
12. REORGANIZATION OR LIQUIDATION OF THE COMPANY
In the event of (a) a liquidation of the Company, or (b) a
merger, reorganization, or consolidation of the Company with any
other corporation in which the Company is not the surviving
corporation or the Company becomes a wholly-owned subsidiary of
another corporation, or (c) any sale of all or substantially all
of the Company's assets, any unexercised portion of this Option
shall be deemed cancelled unless the surviving corporation in any
such merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the Option or to
issue substitute options in place thereof; provided, however,
that if the unexercised portion of this Option would be cancelled
in accordance with the foregoing, Optionee shall have the right,
exercisable during a 10-day period ending on the fifth day prior
to the effective date of such liquidation, merger,
reorganization, consolidation or sale, to exercise the Option in
whole or in part even though the Option Period has not yet begun.
The Company shall give Optionee at least thirty (30) days prior
written notice of the anticipated effective date of any such
liquidation, merger, reorganization, consolidation or sale.
Notwithstanding anything in the Plan or this Agreement to the
contrary, (i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the Company
abandons or otherwise fails to close any such liquidation,
merger, reorganization, consolidation or sale, then (A) any
exercise during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the Option
shall be exercisable as otherwise determined under this Agreement
and without consideration of this Section.
13. INTERPRETATION OF OPTION
This Agreement is subject to all of the terms and conditions
of the Plan, and in the event of any conflict between any of the
provisions of this Agreement and any of the provisions of the
Plan, the applicable provisions of the Plan shall control. The
Company shall have full power to interpret the provisions of this
Option and of the Plan and to decide any dispute which may arise
hereunder or thereunder, and its action shall be final and
conclusive upon all persons affected thereby. All references in
this Agreement to Optionee shall mean and include Optionee's
personal representative if Optionee has died or become
permanently disabled prior to the time in question.
14. SEC RULE 16b-3 LIMITATIONS
In accordance with SEC Rule 16b-3(c)(1) promulgated by the
Securities and Exchange Commission under the Exchange Act, and in
addition to (but not in lieu of) any other restrictions imposed
under this Agreement or the Plan, neither this Option nor the
underlying shares of Common Stock of the Company which would be
issued upon its exercise, may be sold, transferred, or otherwise
disposed of, whether directly or indirectly, for a period of six
(6) months following the effective date of any exercise of this
Option.
15. ACKNOWLEDGEMENT OF RECEIPT; OPTION SUBJECT TO PLAN
Optionee acknowledges receipt of a copy of the Company's
Directors Stock Option Plan and agrees that the Option granted
hereunder is subject to the terms and conditions of such Plan.
Any inconsistency between the terms of the Plan and the
provisions set forth herein shall be controlled by and resolved
in favor of the terms set forth in the Plan.
16. TAX MATTERS
Optionee understands that the grant and exercise of the
Option under this Agreement will have tax and legal consequences
to Optionee and that the Company is not making any representation
to Optionee and is not advising Optionee as to the tax or other
legal consequences of the grant or exercise of this Option or of
any other action taken or to be taken by Optionee under this
Agreement or with respect to the Option. Optionee shall be
solely responsible for determining such tax and legal conse-
quences to Optionee and for obtaining such advice as Optionee
deems appropriate.
OPTIONEE ACKNOWLEDGES THAT IT IS OPTIONEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL CONSE-
QUENCES TO OPTIONEE OF THIS AGREEMENT AND OPTIONEE'S EXERCISE OF
THE OPTION AND ACQUISITION OF THE SHARES AND THAT THE COMPANY HAS
NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE, OPTIONEE WITH
RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES, EVEN IF OPTIONEE
REQUESTS THE COMPANY TO DO SO.
17. SPOUSAL CONSENT
If Optionee is married or otherwise deemed to have a spouse
for purposes of California law, Optionee shall have his or her
spouse execute the form of Spousal Consent attached to this
Agreement, as such form may be amended or revised by the Company
from time to time, contemporaneously with the execution of this
Agreement and on each exercise of the Option by Optionee.
Notwithstanding anything in this Agreement to the contrary, if
Optionee is married or otherwise deemed to have a spouse for
purposes of California law, (a) this Agreement and the Option
shall not be effective for any purpose until Optionee delivers to
the Company a duly executed Spousal Consent form and (b) the
exercise of the Option shall not be effective and the Company
shall not be obligated to issue to Optionee any shares covered by
the Option until Optionee delivers to the Company a duly executed
Spousal Consent form.
18. ENTIRE AGREEMENT
This Agreement and the Plan collectively contain the entire
understanding between the parties with respect to the subject
matter hereof, and supersede any and all prior written or oral
agreements between the parties with respect to the subject matter
hereof. There are no representations, agreements, arrangements,
or understandings, either written or oral, between or among the
parties with respect to the subject matter hereof which are not
set forth in this Agreement.
19. GOVERNING LAW
This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California applicable
to contracts made and to be fully performed in the State of
California.
20. NOTICES
Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage prepaid
to the addresses appearing on the signature page of this
Agreement or such other address as may be given by either party
for purposes of this Agreement. Notice given by personal service
shall be deemed effective on the date it is delivered to the
addressee, and notice mailed shall be deemed effective on the
third day following its placement in the mail addressed to the
addressee. Either party may change its address for notice
purposes by giving the other party notice of such change in
accordance with this Section. Notwithstanding anything herein to
the contrary, any notice that consists solely of notice of the
change of address of any party may be given by regular mail.
21. INCORPORATION OF EXHIBITS
Each and all of the Exhibits to this Agreement are, by this
reference, incorporated herein to the same extent as if they were
set forth in full herein.
IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.
"COMPANY":
SANTA BARBARA BANCORP
By:
Its:
1021 Anacapa Street
Santa Barbara, CA 93102
Attn:
"OPTIONEE":
Signature of Optionee
Name of Optionee
Address of Optionee
CONSENT OF SPOUSE
I acknowledge that I have read the foregoing Directors Stock
Option Agreement (the "Agreement") and that I know its contents.
I am aware that by its provisions my spouse agrees to not sell
the Shares that may be issued upon exercise of the Option,
including my community interest, if any, in them, during certain
periods specified in the Agreement. I hereby approve of the
provisions of the Agreement, agree that such Shares and my
community property interest in them, if any, are subject to the
provisions of the Agreement and that I will take no action at any
time to hinder operation of the Agreement or to attempt the sale
or transfer of any of the Shares, including my community property
interest in them, if any, other than pursuant to the terms of the
Agreement.
Date , spouse of
