<PAGE> 1
As filed with the Securities and Exchange Commission on July 3, 1996
Registration No. 33-_________________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HERITAGE OAKS BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0388249
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
545 12 TH STREET, PASO ROBLES, CA. 93446
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
HERITAGE OAKS BANCORP 1990 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
LAWRENCE P. WARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HERITAGE OAKS BANCORP
545 12TH STREET
PASO ROBLES, CA 93446
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(805) 239-5200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 88,873 shares $10.25 $910,948.25 $182.19
no par value
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares an may become
subject to options under the 1990 Plan as a result of the adjustment provisions
thereof.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (g).
This Registration Statement Includes a Total of 43 Pages
Exhibit Index on Page 10 .
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document containing the information in Part I and the documents
incorporated by reference into this Registration Statement constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933. Pursuant to the notes to Form S-8, such documents need not be filed with
the Securities and Exchange Commission but must be given to participants in the
1990 Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement:
(a) The Corporation's Annual Report on From 10-KSB for the year
ended December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act since December 31, 1995; and
(c) The description of the Common Stock contained in the
Corporation's Registration Statement on Form S-4, dated April
8, 1994, and any subsequent amendment updating such
description.
Additionally, all documents subsequently filed by the Corporation
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 which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and be part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Page 2 of 43
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CALIFORNIA LEGISLATION
The Corporation and its subsidiary, Heritage Oaks Bank (the "Bank") are
subject to the California General Corporation Law (the "CGCL"), which provides a
detailed statutory framework covering limitation of liability of directors in
certain instances and indemnification of any officer or other agent of a
corporation who is made or threatened to be made a party to any legal proceeding
by reason of his or her services on behalf of such corporation.
With respect to limitation of liability, the CGCL permits a California
corporation to adopt a provision in its articles of incorporation reducing or
eliminating the liability of a director to the corporation or its shareholders
for monetary damages for breach of the fiduciary duty of care, provided that
such liability does not arise from certain proscribed conduct (including
intentional misconduct and breach of duty of loyalty). The CGCL in this regard
relates only to actions brought by shareholders on behalf of the corporation
(i.e., "derivative actions") and does not apply to claims brought by outside
parties.
With respect to indemnification, the CGCL provides that to the extent
any officer, director or other agent of a corporation is successful "on the
merits" in defense of any legal proceeding to which such person is a party or is
threatened to be made a party by reason of his or her service on behalf of such
corporation or in defense of any claim, issue, or matter therein, such agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith, but does not require indemnification in any other
circumstance. The CGCL also provides that a corporation may indemnify any agent
of the corporation, including officers and directors, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in a third party proceeding against such person by reason of his or her services
on behalf of the corporation, provided the person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of such
corporation. The CGCL further provides that in derivative suits a corporation
may indemnify such a person against expenses incurred in such a proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its shareholders.
Indemnification is not available in derivative actions (i) for amounts paid or
expenses incurred in connection with a matter that is settled or otherwise
disposed of without court approval or (ii) with respect to matters for which the
agent shall have been adjudged to be liable to the corporation unless the court
shall determine that such person is entitled to indemnification.
Page 3 of 43
<PAGE> 4
The CGCL permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on behalf
of the corporation upon the giving of a promise to repay any such sums in the
event it is later determined that such person is not entitled to be indemnified.
Finally, the CGCL provides that the indemnification provided by the statute is
not exclusive of other rights to which those seeking indemnification may be
entitled, by bylaw, agreement or otherwise, to the extent additional rights are
authorized in a corporation's articles of incorporation. The law further permits
a corporation to procure insurance on behalf of its directors, officers and
agents against any liability incurred by any such individual, even if a
corporation would not otherwise have the power under applicable law to indemnify
the director, officer or agent for such expenses.
The Articles of Incorporation and Bylaws of the Bank and the
Corporation implement the applicable statutory framework by limiting the
personal liability of directors for monetary damages for a breach of a
director's fiduciary duty of care and allowing the Bank and the Corporation to
expand the scope of their indemnification of directors, officers and other
agents to the fullest extent permitted by California law. The Articles of the
Bank and the Corporation, pursuant to the applicable provisions of the CGCL,
also include a provision allowing the Bank and the Corporation to include in
their bylaws, and in agreements between the Bank and the Corporation and their
directors, officers and other agents, provisions expanding the scope of
indemnification beyond that specifically provided under California law.
The Bylaws of the Bank and the Corporation have been amended to
provided for mandatory indemnification in certain instances.
INDEMNIFICATION AGREEMENTS
The Bank and the Corporation have entered into indemnification
agreement with each of their directors and certain of their respective officers
("Indemnification Agreements").
In general, the Indemnification Agreements have a number of principal
effects. First, the Indemnification Agreements establish the presumption that
the indemnitee has met the applicable standard of conduct required for
indemnification. Second, the Indemnification Agreements provide that, in
connection with any proceeding other than a proceeding brought by the
Corporation or the Bank directly in its own right, litigation expenses shall be
advanced to an indemnitee upon request and receipt of an undertaking to repay
the amount advanced if it is ultimately determined that the indemnitee is not
entitled to indemnification for the expenses. Third, the Indemnification
Agreements explicitly provide that in any threatened, pending or completed
action brought by or in the right of the Corporation or the Bank, the indemnitee
will be entitled to indemnification for expenses and against amounts paid in
settling or otherwise disposing of such an action, to the fullest extent
permitted by law, where the indemnified party meets the applicable standard of
conduct. Fourth, in the event that the Corporation or the Bank does not pay a
request for indemnification, the Indemnification Agreements allow the indemnitee
Page 4 of 43
<PAGE> 5
to contest the nonpayment by petitioning a court to make an independent
determination of whether the indemnitee is entitled to indemnification under the
Indemnification Agreement. Fifth, the Indemnification Agreements explicitly
provide for partial indemnification of costs and expenses in the event that an
indemnitee is not entitled to full indemnification under the terms of the
Indemnification Agreements. Sixth, the Indemnification Agreements automatically
incorporate future changes in the law that increase the protection available to
the indemnitee. Finally, the Indemnification Agreements explicitly provide that
actions by an indemnitee serving at the request of the Corporation or the Bank
as a director, officer or agent of another corporation, partnership, joint
venture or other enterprise, shall be covered by the indemnification.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Corporation presently maintains a policy of directors' and
officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4a Heritage Oaks Bancorp 1990 Stock Option Plan
4b Form of stock option agreement
4c Form of stock option agreement
5 Opinion of Reitner & Stuart relating to the legality
of securities being registered, and consent
23a Consent of Vavrinek, Trine, Day & Co.
23b Consent of Reitner & Stuart is contained in the
opinion filed as Exhibit 5
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
Page 5 of 43
<PAGE> 6
(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 the 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 the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Section 210.3-19 of this chapter at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the registrant
includes in the prospectus to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Section 210.3-19 of this chapter if such
financial statements and information are contained in periodic reports
file with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of
Page 6 of 43
<PAGE> 7
the Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the 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 the registration statement 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the 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 the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the 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.
Page 7 of 43
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Paso Robles, State of California on May 22,
1996.
HERITAGE OAKS BANCORP
By: /s/ Lawrence P. Ward
--------------------
LAWRENCE P. WARD
President and Chief Executive Officer
By: /s/ Robert E. Bloch
-------------------
ROBERT E. BLOCH
Executive Vice President and Chief Financial Officer
Page 8 of 43
<PAGE> 9
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.
Dated:
/s/ B.R. Bryant Chairman of the May 22, 1996
- --------------------- Board of
B.R. BRYANT Directors
/s/ Donald H. Campbell Vice chairman May 22, 1996
- ---------------------- of the Board
DONALD H. CAMPBELL of Directors
/s/ Elizabeth A. Cousins Director May 22, 1996
- ------------------------
ELIZABETH A. COUSINS
/s/ Merle F. Miller Director May 22, 1996
- ----------------------
MERLE F. MILLER
/s/ John Palla Director May 22, 1996
- ----------------------
JOHN PALLA
/s/ J. Russell Roy Director May 22, 1996
- ----------------------
J. RUSSELL ROY
/s/ Ole K. Viborg Director May 22, 1996
- ----------------------
OLE K. VIBORG
/s/ Lawrence P. Ward Director May 22, 1996
- ----------------------
LAWRENCE P. WARD
Page 9 of 43
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page at which
Exhibit Appears
in Sequentially
Exhibit Description Numbered Copy
- ------- ----------- ---------------
<S> <C> <C>
4a Heritage Oaks Bancorp 1990 Stock Option Plan 11
4b Form of stock option agreement 27
4c Form of stock option agreement 33
5 Opinion of Reitner & Stuart relating to the legality 39
of securities being registered, and consent
23a Consent of Vavrinek, Trine, Day & Co. 42
23b Consent of Reitner & Stuart* 39
</TABLE>
- -------------------------------
* Contained in the opinion filed as Exhibit 5
Page 10 of 43
<PAGE> 1
EXHIBIT 4a
HERITAGE OAKS BANCORP 1990 STOCK OPTION PLAN
PAGE 11 OF 43
<PAGE> 2
HERITAGE OAKS BANK
1990 STOCK OPTION PLAN
1. PURPOSE
The purpose Of this 1990 Stock Option Plan (the "Plan") of Heritage
Oaks Bank and its Affiliates (hereinafter collectively referred to as the
"Bank"), is to secure for the Bank and its stockholders the benefits of the
incentive inherent in the ownership of Common Stock of the Bank by those key,
full-time employees and officers of the Bank who will share responsibility with
management of the Bank for its future growth and success. Options may also be
granted to non-employee directors of the Bank.
The word "Affiliate", as used in this Plan, means any bank or
corporation in an unbroken chain of banks or corporations beginning or ending
with the Bank, if at the time of the granting of an option, each such bank or
corporation other than the last in that chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock
in one or the other banks or corporations in the chain.
2. ADMINISTRATION
The following provisions shall govern the administration of the Plan:
(a) The Plan shall be administered by a committee of the Board
of Directors appointed for this purpose by the Board of Directors (the
"Committee") composed of not less
1
EXHIBIT 4a
Page 12 of 43
<PAGE> 3
than three (3) directors. The Board of Directors may from time to time remove
members from or add members to the Committee. Vacancies on the Committee,
howsoever caused, shall be filled by the Board of Directors. The Board of
Directors shall designate a Chairman and Vice-Chairman of the Committee from
among the Committee members. Acts of the Committee (i) at a meeting, held at a
time and place and in accordance with rules adopted by the Committee, at which a
quorum of the Committee is present and acting, or (ii) reduced to and approved
in writing by a majority of the members of the Committee, shall be the valid
acts of the Committee.
(b) The Bank shall effect the grant of options under the
Plan by execution of instruments in writing in a form approved by the Committee.
Subject to the express terms and conditions of the Plan and the terms of any
option outstanding under the Plan, the Committee shall have full power to
construe the Plan and the terms of any option granted under the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan or such
options and to make all other determinations necessary or advisable for the
Plan's administration, including, without limitation, the power to (i) determine
which persons meet the requirements of Section 3 hereof for selection as
participants in the Plan and which persons are considered to be "employees" for
purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and
therefore eligible to receive incentive stock options under the Plan; (ii)
determine to whom of the
2
EXHIBIT 4a Page 13 of 43
<PAGE> 4
eligible persons, if any, options shall be granted under the Plan; (iii)
establish the terms and conditions required or permitted to be included in every
option agreement or any amendments thereto, including whether options to be
granted thereunder shall be "incentive stock options", as defined in the Code,
or "nonstatutory stock options"; (iv) specify the number of shares to be covered
by each option; (v) in the event a particular option is to be an incentive stock
option, determine and incorporate such terms and provisions, as well as
amendments thereto, as shall be required in the judgement of the Board of
Directors or the Committee, so as to provide for or conform such option to any
change in any law, regulation, ruling or interpretation applicable thereto; and
(vi) to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.
3. PARTICIPANTS
Participants in the Plan shall be those, non-employee directors,
officers and key, full-time, salaried employees of the Bank to whom options may
be granted from time to time by the Committee.
4. THE SHARES
The shares of stock initially subject to options authorized to be
granted under the Plan shall consist of ninety-two thousand three hundred ten
(92,310) shares of Common Stock (the "Shares") of the Bank, or the number and
kind of shares of
3
EXHIBIT 4a Page 14 of 43
<PAGE> 5
stock or other securities which shall be substituted for such shares or to which
such shares shall be adjusted as provided in Section 6. The Shares subject to
the Plan may be set aside out of the authorized but unissued shares of Common
Stock of the Bank not reserved for any other purpose or out of shares of Common
Stock subject to an option which, for any reason, terminates unexercised as to
the Shares.
5. GRANTS, TERMS AND CONDITIONS OF OPTIONS
Options may be granted at any time prior to the termination of the Plan
to non-employee directors, officers and other key, full-time, salaried employees
of the Bank who, in the judgment of the Committee, contribute to the successful
conduct of the Bank's operation through their judgment, interest, ability and
special efforts; provided, however, that: (i) an eligible officer or employee
shall not participate in the granting of his or her own option; (ii) the
aggregate fair market value of the stock (determined as of the date the option
is granted) for which any one employee may exercise incentive stock options in
any calendar year (under all stock option plans of the Bank or its Affiliates)
shall not exceed the amount permitted pursuant to Section 422A of the Code;
(iii) except in the case of termination by death or disability or cause or
cessation of status as a director, as set forth In Section 5(c) below, the
granted option must be exercised by optionee no later than three (3) months
after any termination of employment or status as a director with the Bank and
said employment or status as a
4
EXHIBIT 4a Page 15 of 43
<PAGE> 6
director must have been continuous since the granting of the option. Further,
incentive stock options may only be granted to full-time, salaried employees of
the Bank.
In addition, options granted pursuant to the Plan shall be subject to
the following terms and conditions:
(a) Option Price. The purchase price under each option shall
be not less than one hundred percent (100%) of the fair market value of the
Shares subject thereto on the date the option is granted, as such value is
determined by the Committee. The fair market value of such stock shall be
determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
the option price of any incentive stock option granted to such optionee shall be
not less than one hundred ten percent (110%) of such fair market value at the
time such option is granted.
(b) Duration and Exercise of Options. Each option shall vest
and shall be exercisable in such manner and at such time up to but not exceeding
ten (10) years from the date the option is granted for all Participants as the
Committee shall determine in its sole discretion; provided, also, however, that
the Committee may, in its sole discretion, accelerate the time of exercise of
any option; provided, further, that if an incentive stock option is granted to
an employee owning stock
5
EXHIBIT 4a Page 16 of 43
<PAGE> 7
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Bank, such option by its terms is not exercisable
after the expiration of five (5) years from the date such option is granted.
The termination of the Plan shall not alter the maximum duration, the vesting
provisions, or any other term or condition of any option granted prior to the
termination of the Plan.
To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to time
by delivering payment in full at the Option Price for the number of Shares,
being purchased by either: cash, certified check, official bank check or the
equivalent thereof acceptable to the Bank; together with written notice to the
Secretary of the Bank identifying the option or part thereof being exercised and
specifying the number of shares for which payment is being tendered. The Bank
shall deliver to the Optionee, which delivery shall be not less than fifteen
(15) days and not more than thirty (30) days after the giving of such notice,
without transfer or issue tax to the Optionee (or other person entitled to
exercise the option) at the principal office of the Bank, or such other place as
shall be mutually acceptable, a certificate or certificates for such Shares
dated the date the options were validly exercised; provided, however, that the
time of such delivery may be postponed by the Bank for such period as may be
required for it with reasonable diligence to comply with any requirements of
law. If an option covers
6
EXHIBIT 4a Page 17 of 43
<PAGE> 8
incentive and non-statutory stock options, separate stock certificates shall be
issued; one or more for stock acquired upon exercise of the incentive stock
options and one or more for the stock acquired upon exercise of the
non-statutory stock options.
(c) Termination of Employment, or Director or Officer
Status. Upon the termination of an Optionee's status as an employee, director or
officer of the Bank, his or her rights to exercise an option then held shall be
only as follows:
DEATH OR DISABILITY: If an Optionee's employment or status as
an officer or director is terminated by death or disability, such Optionee or
such Optionee's qualified representative (in the event of the Optionee's mental
disability) or the Optionee's estate (in the event of the Optionee's death)
shall have the right for a period of twelve (12) months following the date of
such death or disability to exercise the option to the extent the Optionee was
entitled to exercise such option on the date of the Optionee's death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.
An Optionee's "estate" shall mean the optionee's legal
representative or any person who acquires the right to exercise an option by
reason of the Optionee's death.
CAUSE: If an employee or officer is determined by the Board of
Directors to have committed an act of embezzlement, fraud, dishonesty, breach of
fiduciary duty to the Bank, or to have deliberately disregarded the rules of the
Bank which
7
EXHIBIT 4a Page 18 of 43
<PAGE> 9
resulted in loss, damage or injury to the Bank, or if an Optionee (other than a
director) makes any unauthorized disclosure of any of the secrets or
confidential information of the Bank, induces any client or customer of the Bank
to break any contract with the Bank or induces any principal for whom the Bank
acts as agent to terminate such agency relationship, or engages in any conduct
which constitutes unfair competition with the Bank, or if an Optionee is removed
from any office of the Bank by the California State Banking Department, Federal
Deposit Insurance Corporation, any other bank regulatory agency or by judicial
process, neither the Optionee nor the Optionee's estate shall be entitled to
exercise any option with respect to any Shares whatsoever after termination of
employment, or director or officer status, the Optionee may receive payment
from the Bank for vacation pay, for services rendered prior to termination,
for services for the day on which termination occurred, for salary in lieu of
notice, or for other benefits. In making such determination, the Board of
Directors shall act fairly and shall give the Optionee an opportunity to
appear and be heard at a hearing before the full Board of Directors and present
evidence on the Optionee's behalf. For the purpose of this paragraph,
termination of employment or officer status shall be deemed to occur when the
Bank dispatches notice or advice to the Optionee that the Optionee's employment
or status as an officer is terminated and not at the time of Optionee's receipt
thereof.
OTHER REASONS: If an Optionee's employment or
8
EXHIBIT 4a Page 19 of 43
<PAGE> 10
status as a director or officer is terminated for any other reason other than
those mentioned above under "Death or Disability" and "Cause", the Optionee
may, within three (3) months following such termination, exercise the option to
the extent such option was exercisable by the Optionee on the date of
termination of the Optionee's employment or status as a director or officer,
provided the date of exercise is in no event after the expiration of the term
of the option.
(d) Transferability of Option. Each option shall be
transferable only by will or the laws of descent and distribution and shall be
exercisable during the Optionee's lifetime only by the Optionee.
(e) Other Terms and Conditions. Options may also contain
such other provisions, which shall not be inconsistent with any of the foregoing
terms, as the Committee shall deem appropriate. No option, however, nor anything
contained in the Plan, shall confer upon any Optionee any right to continue in
the employ or in the status as an officer of the Bank, nor limit in any way the
right of the Bank to terminate an Optionee's employment or status as an officer
at any time.
Nor shall any option, nor anything contained in the Plan,
obligate the Bank or any Affiliate to continue any Optionee's status as a
director or to vote any shares held by the Bank's proxy holders in favor of any
Optionee at any shareholders' meeting of the Bank at which directors are to be
elected.
(f) Use of Proceeds from Stock. Proceeds from
9
EXHIBIT 4a Page 20 of 43
<PAGE> 11
the sale of Shares pursuant to the exercise of options granted under the Plan
shall constitute general funds of the Bank.
(g) Rights as a Shareholder. The Optionee shall have no rights
as a shareholder with respect to any Shares until the date of issuance of a
stock certificate for such Shares. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date of such issuance,
except as provided in Section 6 hereof.
(h) In conformance with the policies of the State Banking
Department, the number of shares subject to outstanding stock options held by
any single optionee may not exceed ten percent (10%) of the Bank's outstanding
shares.
(i) The aggregate fair market value (determined at the time
the option is granted) of the stock with respect to which incentive stock
options are exercisable for the first time by an optionee during any calendar
year (under all such plans of the Bank) shall not exceed $100,000.
6. ADJUSTMENT OF AND CHANGES IN THE SHARES
In the event the shares of Common Stock of the Bank, as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Bank or of another
corporation (whether by reason of reorganization, merger, consolidation,
recapitalization, reclassification, split-up, combination of shares or
otherwise), or if the number of shares of Common Stock of the Bank shall be
increased through the payment of a stock dividend or increased
10
EXHIBIT 4a PAGE 21 OF 43
<PAGE> 12
or decreased through a stock split, the Board of Directors shall substitute for
or add to each share of Common Stock of the Bank theretofore appropriated or
thereafter subject or which may become subject to an option under the Plan, the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock of the Bank shall be so changed, or for which
each share shall be exchanged, or to which each such share shall be entitled, as
the case may be. In addition, the Committee shall make appropriate adjustment
in the number and kind of shares as to which outstanding options, or portions
thereof then unexercised, shall be exercisable so that any Optionee's
proportionate interest in the Bank by reason of his rights under unexercised
portions of such options shall be maintained as before the occurrence of such
event. Such adjustment in outstanding options shall be made without change in
the total price of the unexercised portion of the option and with a
corresponding adjustment in the option price per share.
In the event of sale, dissolution or liquidation of the Bank
or a merger or consolidation in which the Bank is not the surviving or resulting
corporation, the Committee shall have the power to cause the termination of
every option outstanding hereunder, except that the surviving or resulting
corporation may, in its absolute and uncontrolled discretion, tender an option
or options to purchase its shares on its terms and conditions, both as to the
number of shares and otherwise; provided, however, that in all events the
Optionee shall have the
11
EXHIBIT 4a page 22 of 43
<PAGE> 13
right immediately prior to such sale, dissolution, liquidation, or merger or
consolidation in which the Bank is not the surviving or resulting corporation
to notification thereof as soon as practicable and, thereafter, to exercise
the Optionee's option to purchase Shares subject thereto to the extent of any
unexercised portion of the option, regardless of the vesting provision of
Section 5(b) hereof. This right of exercise shall be conditioned upon the
execution of a final plan of dissolution or liquidation or a definitive
agreement of merger or consolidation.
In the event of an offer by any person or entity to all
shareholders of the Bank to purchase any or all shares of Common Stock of the
Bank (or shares of stock or other securities which shall be substituted for such
shares or to which such shares shall be adjusted as provided in Section 6
hereof), any Optionee under this Plan shall have the right upon the commencement
of such offer to exercise the option and purchase shares subject thereto to the
extent of any unexercised or invested portion of such option.
No right to purchase fractional shares shall result from any
adjustment in options pursuant to this Section 6. In case of any such
adjustment, the shares subject to the option shall be rounded down to the
nearest whole share. Notice of any adjustment shall be given by the Bank to each
holder of an option which was in fact so adjusted and such adjustment (whether
or not such notice is given) shall be effective and binding for
12
EXHIBIT 4a Page 23 of 43
<PAGE> 14
all purposes of the Plan.
To the extent the foregoing adjustments relate to stock or
securities of the Bank, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Any issue
by the Bank of shares of stock of any class, or securities convertible into
shares of any class, shall not affect the number or price of shares of Common
Stock subject to the option, and no adjustment by reason thereof shall be
made.
The grant of an option pursuant to the Plan shall not affect
in any way the right or power of the Bank to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
7. LISTING OR QUALIFICATION OF SHARES
All options granted under the Plan are subject to the
requirement that if at any time the Board of Directors or the Committee shall
determine in its discretion that the listing or qualification of the Shares
subject thereto on any securities exchange or under any applicable law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of or in connection with the issuance of Shares under
the option, the option may not be exercised in whole or in part unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any condition not
13
EXHIBIT 4a Page 24 of 43
<PAGE> 15
acceptable to the Board of Directors or the Committtee.
8. AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors shall have complete power and authority
to terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the shareholders of the Bank, (i) increase
the maximum number of shares for which options may be granted under the Plan;
(ii) change the computation as to minimum option prices set forth in Paragraph
5(a); (iii) extend the period during which options may be granted or exercised;
or (iv) amend the requirements as to the class of employees, officers or
directors eligible to receive options. Except as provided in Section 6, no
termination, modification or amendment of the Plan may, without the consent of
an employee, director or officer to whom such option shall theretofore have been
granted, adversely affect the rights of such employee, director or officer under
such option. Unless the Plan shall have been terminated by action of the Board
of Directors prior thereto, it shall terminate ten (10) years from its adoption
by the Board of Directors unless earlier terminated by the Board of Directors.
9. EFFECTIVENESS OF THE PLAN
The Plan shall become effective only upon adoption by the
Board of Directors and the approval of the Plan by a majority of the outstanding
shares of the Bank and by a majority of the shares excluding any shares owned by
any Optionee under the Plan within twelve (12) months of adoption by the Board
of
14
EXHIBIT 4a Page 25 of 43
<PAGE> 16
Directors.
10. PRIVILEGES OF STOCK 0WNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE
No Optionee shall be entitled to the privileges of stock
ownership as to any Shares not actually issued and delivered to the Optionee.
No Shares shall be purchased upon the exercise of any option unless and until
any then applicable requirements of any regulatory agencies having jurisdiction
and of any exchanges upon which the Common Stock of the Bank may be listed shall
have been fully complied with. The Bank shall diligently endeavor to comply with
all applicable securities laws before any options are granted under the Plan and
before any shares are issued pursuant to the exercise of such options.
Date:_______________, 1990.
_______________________
15
EXHIBIT 4a Page 26 of 43
<PAGE> 1
EXHIBIT 4b
FORM OF STOCK OPTION AGREEMENT
PAGE 27 OF 43
<PAGE> 2
HERITAGE OAKS BANK
STOCK OPTION AGREEMENT
To:
Date of Grant:
We are pleased to notify you that Heritage Oaks Bank (the "Bank) this day hereby
grants to you an option to purchase all or any part of 5,473 shares of the
Common Stock of the Bank (the "Shares) at the Option Price of $5.75 per share
(the "Option") as a Stock Option under the Bank's 1990 Stock Option Plan (the
"Plan").
THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. ONLY
CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY 0F THE
PLAN IS PROVIDED WITH THIS AGREEMENT
THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY SHAREHOLDERS
HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND OUTSTANDING SHARES OF
THE BANK AND BY A MAJORITY 0F THE DISINTERESTED SHARES.
1. Purpose of the Option
One of the purposes of the Plan is to advance the interests of the
Bank by stimulating the efforts of officers and full-time salaried
employees on behalf of the Bank, by granting them financial
participation in the progress and success of the Bank.
2. Signature on Option Agreement
This option cannot be exercised unless you first sign this document in
the place provided and return it to the secretary of the Bank. If you
fail to do so, this Option will terminate and be of no effect.
However, your signing and delivering this letter will not bind you to
purchase any of the shares subject to this Option. Your obligation to
purchase the Shares can arise only when you exercise this Option in
the manner set forth in Paragraph 3 below.
3. Terms of Option and Exercise of Option
The aggregate fair market value (as determined at the time the option
is granted) of the shares pursuant to this Agreement which are
exercisable by you for the first time during any calendar year shall
not exceed $100.000.
EXHIBIT 4b Page 28 of 43
<PAGE> 3
Subject to the provisions of Paragraph 4 below and this
Paragraph 3, this option can be exercised by you at any time
during a period of forty-eight (48) months from the granting
date as follows:
(a) After the expiration of twelve (12) months from the
granting date, this Option may be exercised to the
extent of an additional twenty-five percent (25%) of
the shares;
(b) After the expiration of twenty-four (24) months from
the granting date, this Option may be exercised to
the extent of an additional twenty-five percent (25%)
of the shares;
(c) After the expiration of thirty-six (36) months from
the granting date, this Option may be exercised to
the extent of an additional twenty-five percent (25%)
of the Shares;
(d) After the expiration of forty-eight (48) months from
the granting date, this Option may be exercised to
the extent of an additional twenty-five (25%) of the
Shares.
Any portion of the Option that you do not exercise shall accumulate and can be
exercised by you any time prior to the expiration of one hundred twenty (120)
months from the date of grant.
This Option may be exercised by delivering to the Secretary of the Bank payment
in full at the Option Price for the number of shares being purchased in cash or
by certified check or official bank check or the equivalent thereof acceptable
to the Bank, together with a written notice in a form satisfactory to the Bank
signed by you specifying the number of Shares you then desire to purchase and
the time of delivery thereof, which shall not be less than fifteen (15) days and
not more than thirty (30) days after the giving of such notice unless an
earlier or later date is mutually agreed upon. At such time the Bank shall,
without transfer or issue tax deliver to you (or such other person entitled to
exercise the Option) at the principal office of the Bank, or such other place as
shall be mutually acceptable, a certificate or certificates for such Shares
dated the date the options were validly exercised; provided however, that the
time of such delivery may be postponed by the Bank for such period as may be
required for it with reasonable diligence to comply with any requirements of
law. No fractional Shares shall be issued or delivered.
As a holder of an Option, you shall have the rights of a shareholder with
respect to the Shares subject to this Option only after such Shares shall have
been issued to you upon the exercise of this Option.
EXHIBIT 4b Page 29 of 43
<PAGE> 4
4. Termination of Office or Employment
If your status as an employee or officer of the Bank or its affiliates
(as such term is defined in the Plan) is terminated for any reason
other than death, disability or cause, this Option may be exercised
within three (3) months from the date of such termination to the extent
you were entitled to exercise the Option on the date of termination,
but in no event may this Option be exercised after the expiration of
the term of this Option. If, however, you are removed from your office
or your employment with the Bank or its Affiliates is terminated for
cause as defined in the Plan, this Option shall expire at the time
notice or advice of such removal or termination is dispatched by the
Bank or its Affiliates and notwithstanding anything else herein to the
contrary, neither you nor your estate shall be entitled to exercise any
Option with respect to any Shares whatsoever after such removal or
termination.
5. Death or Disability
If you die or become disabled while an officer or employee of the Bank
or its Affiliates, the Option may be exercised in whole or in part by
you or your qualified representative (in the event of your mental
disability) or by the duly authorized executor of your Will or by the
duly authorized administrator or special administrator of your estate
(in the event of your death) within twelve (12) months from the date
of your death or disability to the extent that you had the right to
exercise this Option on the date of your death or disability, but in
no event after the expiration of the term of this Option.
Disability shall be determined under Section 422A of the Code in effect
at the date of such disability. Section 422A of the Code currently uses
the definition of Section 22 (e) (3) of the Code which states:
"(3) PERMANENT AND TOTAL DISABILITY DEFINED --An individual is
permanently and totally disabled if he is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months. An individual
shall not be considered to be permanently and totally disabled
unless he furnishes proof of the existence thereof in such form
and manner, and at such times, as the Secretary may require."
EXHIBIT 4b Page 30 of 43
<PAGE> 5
6. Nontransferability of Option
This Option shall not be transferable except by Will or the laws of
descent and distribution, and this Option may be exercised during your
lifetime only by you. Any purported transfer or assignment of this
Option shall be void and of no effect, and shall give the Bank the
right to terminate this Option as of the date of such purported
transfer or assignment.
7. Adjustment of and Changes in the Shares
Notwithstanding the preceding provisions of this Option Agreement, upon
receipt of notice from the Stock Option Committee or the Board of
Directors of the pendency of dissolution or liquidation of the Bank or
a reorganization, merger, or consolidation of the Bank with one or more
corporations as a result of which the Bank will not be the surviving
corporation, or a sale of substantially all the assets and property of
the Bank to another person (a "Terminating Event), this Option shall
be exercisable in full and not only as to those shares with respect to
which installments, if any, have then accrued. Upon the date thirty
(30) days after receipt of said notice, this Option or any portion
hereof not exercised shall terminate, unless provision shall be made in
connection with the Terminating Event for assumption of this Option or
for substitution for this Option of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation
thereof, solely at the option of such successor corporation or parent
or subsidiary corporation, with appropriate adjustments as to the
number and kind of shares and prices.
8. Subject to Terms of the Plan
This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your
acknowledgement of receipt of a copy of the Plan. Any dispute or
disagreement which shall arise under or as a result of or pursuant to
this Agreement shall be finally and conclusively determined by the
Board of Directors of the Bank or duly appointed Committee in its sole
discretion, and such determination shall be binding upon all parties.
9. Exercise of Option Conditioned on Approval
Exercise of this Option is conditioned upon approval of the Plan by the
Bank's shareholders and a majority of the disinterested shares.
EXHIBIT 4b Page 31 of 43
<PAGE> 6
10. Tax Effects
THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND
SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME
VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR
HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR
BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE
EXERCISE OF AN OPTION.
11. Rights as a Shareholder
You have no rights as a shareholder of the Bank with respect to any Shares
until the date of the issuance of a stock certificate to you for such
Shares.
12. Notification of Sales
You agree that you, or any person acquiring Shares upon exercise of this
Option, will notify the Bank not more than five (5) days after any sale or
disposition of such Shares.
HERITAGE OAKS BANK
By:
----------------------------------
Its:
---------------------------------
Agreed to this ___ day of
________, 1993 and I
hereby acknowledge receipt
of a copy of the Plan.
- --------------------------
Optionee
Exhibit 4b Page 32 of 43
<PAGE> 1
EXHIBIT 4C
FORM OF STOCK OPTION AGREEMENT
PAGE 33 OF 43
<PAGE> 2
HERITAGE OAKS BANK
INCENTIVE STOCK OPTION AGREEMENT
To: Lawrence P. Ward
Date of Grant: February 2, 1993
We are pleased to notify you that Heritage Oaks Bank (the "Bank") this day
hereby grants to you an option to purchase all or any part of 25,000 shares of
the Common Stock Of the Bank (the "Shares") at the option Price of $5.75 per
share (the "Option") as a Stock Option under the Bank's 1990 Stock Option Plan
(the "Plan").
THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY OF
THE PLAN IS PROVIDED WITH THIS AGREEMENT.
THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY SHAREHOLDERS
HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND OUTSTANDING SHARES OF
THE BANK AND BY A MAJORITY OF THE DISINTERESTED SHARES.
1. Purpose of the 0ption
One of the purposes of the Plan is to advance the interests
of the Bank by stimulating the efforts of officers and
full-time salaried employees on behalf of the Bank, by
granting them financial participation in the progress and
success of the Bank.
2. Signature on Option Agreement
This option cannot be exercised unless you first sign this
document in the place provided and return it to the Secretary
of the Bank. If you fail to do so, this option will terminate
and be of no effect. However, your signing and delivering this
letter will not bind you to purchase any of the shares subject
to this Option. Your obligation to purchase the Shares can
arise only when you exercise this Option in the manner set
forth in Paragraph 3 below.
3. Terms of Option and Exercise of Option
The aggregate fair market value (as determined at the time the
option is granted) of the shares pursuant to this Agreement
which are exercisable by you for the first time during any
calendar year shall not exceed $100,000.
EXHIBIT 4c Page 34 of 43
<PAGE> 3
Subject to the provisions of Paragraph 4 below and this
Paragraph 3, this option can be exercised by you at any time
during a period of forty-eight (48) months from the granting
date as follows:
(a) After the expiration of twelve (12) months from the
granting date, this Option may be exercised to the
extent of an additional twenty-five percent (25%) of
the shares;
(b) After the expiration of twenty-four (24) months from
the granting date, this Option may be exercised to
the extent of an additional twenty-five percent (25%)
of the shares;
(c) After the expiration of thirty-six (36) months from
the granting date, this Option may be exercised to
the extent of an additional twenty-five percent (25%)
of the Shares;
(d) After the expiration of forty-eight (48) months from
the granting date, this Option may be exercised to
the extent of an additional twenty-five (25%) of the
Shares.
Any portion of the Option that you do not exercise shall accumulate and can be
exercised by you any time prior to the expiration of one hundred twenty (120)
months from the date of grant.
This Option may be exercised by delivering to the Secretary of the Bank payment
in full at the Option Price for the number of shares being purchased in cash or
by certified check or official bank check or the equivalent thereof acceptable
to the Bank, together with a written notice in a form satisfactory to the Bank
signed by you specifying the number of Shares you then desire to purchase and
the time of delivery thereof, which shall not be less than fifteen (15) days and
not more than thirty (30) days after the giving of such notice unless an
earlier or later date is mutually agreed upon. At such time the Bank shall,
without transfer or issue tax deliver to you (or such other person entitled to
exercise the Option) at the principal office of the Bank, or such other place as
shall be mutually acceptable, a certificate or certificates for such Shares
dated the date the options were validly exercised; provided however, that the
time of such delivery may be postponed by the Bank for such period as may be
required for it with reasonable diligence to comply with any requirements of
law. No fractional Shares shall be issued or delivered.
As a holder of an Option, you shall have the rights of a shareholder with
respect to the Shares subject to this Option only after such Shares shall have
been issued to you upon the exercise of this Option.
EXHIBIT 4c Page 35 of 43
<PAGE> 4
4. Termination of Office or Employment
If your status as an employee or officer of the Bank or its affiliates
(as such term is defined in the Plan) is terminated for any reason
other than death, disability or cause, this Option may be exercised
within three (3) months from the date of such termination to the extent
you were entitled to exercise the Option on the date of termination,
but in no event may this Option be exercised after the expiration of
the term of this Option. If, however, you are removed from your office
or your employment with the Bank or its Affiliates is terminated for
cause as defined in the Plan, this Option shall expire at the time
notice or advice of such removal or termination is dispatched by the
Bank or its Affiliates and notwithstanding anything else herein to the
contrary, neither you nor your estate shall be entitled to exercise any
Option with respect to any Shares whatsoever after such removal or
termination.
5. Death or Disability
If you die or become disabled while an officer or employee of the Bank
or its Affiliates, the Option may be exercised in whole or in part by
you or your qualified representative (in the event of your mental
disability) or by the duly authorized executor of your Will or by the
duly authorized administrator or special administrator of your estate
(in the event of your death) within twelve (12) months from the date
of your death or disability to the extent that you had the right to
exercise this Option on the date of your death or disability, but in
no event after the expiration of the term of this Option.
Disability shall be determined under Section 422A of the Code in effect
at the date of such disability. Section 422A of the Code currently uses
the definition of Section 22 (e) (3) of the Code which states:
"(3) PERMANENT AND TOTAL DISABILITY DEFINED --An individual is
permanently and totally disabled if he is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months. An
individual shall not be considered to be permanently and totally
disabled unless he furnishes proof of the existence thereof in
such form and manner, and at such times, as the Secretary may
require."
EXHIBIT 4c Page 36 of 43
<PAGE> 5
6. Nontransferability of Option
This Option shall not be transferable except by Will or the laws of
descent and distribution, and this Option may be exercised during your
lifetime only by you. Any purported transfer or assignment of this
Option shall be void and of no effect, and shall give the Bank the
right to terminate this Option as of the date of such purported
transfer or assignment.
7. Adjustment of and Changes in the Shares
Notwithstanding the preceding provisions of this Option Agreement, upon
receipt of notice from the Stock Option Committee or the Board of
Directors of the pendency of dissolution or liquidation of the Bank or
a reorganization, merger, or consolidation of the Bank with one or more
corporations as a result of which the Bank will not be the surviving
corporation, or a sale of substantially all the assets and property of
the Bank to another person (a "Terminating Event), this Option shall
be exercisable in full and not only as to those shares with respect to
which installments, if any, have then accrued. Upon the date thirty
(30) days after receipt of said notice, this Option or any portion
hereof not exercised shall terminate, unless provision shall be made in
connection with the Terminating Event for assumption of this Option or
for substitution for this Option of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation
thereof, solely at the option of such successor corporation or parent
or subsidiary corporation, with appropriate adjustments as to the
number and kind of shares and prices.
8. Subject to Terms of the Plan
This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your
acknowledgement of receipt of a copy of the Plan. Any dispute or
disagreement which shall arise under or as a result of or pursuant to
this Agreement shall be finally and conclusively determined by the
Board of Directors of the Bank or duly appointed Committee in its sole
discretion, and such determination shall be binding upon all parties.
9. Exercise of Option Conditioned on Approval
Exercise of this Option is conditioned upon approval of the Plan by the
Bank's shareholders and a majority of the disinterested shares.
EXHIBIT 4c Page 37 of 43
<PAGE> 6
10. Tax Effects
THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND
SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME
VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR
HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR
BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE
EXERCISE OF AN OPTION.
11. Rights as a Shareholder
You have no rights as a shareholder of the Bank with respect to any Shares
until the date of the issuance of a stock certificate to you for such
Shares.
12. Notification of Sales
You agree that you, or any person acquiring Shares upon exercise of this
Option, will notify the Bank not more than five (5) days after any sale or
disposition of such Shares.
HERITAGE OAKS BANK
By:/s/ B.R. Bryant
----------------------------------
Its: Chairman
---------------------------------
Agreed to this 2nd day of
February, 1993 and I
hereby acknowledge receipt
of a copy of the Plan.
/s/ Lawrence P. Ward
- --------------------------
Optionee
Exhibit 4c Page 38 of 43
<PAGE> 1
EXHIBIT 5
OPINION OF REITNER & STUART RELATING TO THE LEGALITY
OF SECURITIES BEING REGISTERED, AND CONSENT
PAGE 39 OF 43
<PAGE> 2
[LETTERHEAD]
Heritage Oaks Bancorp
545 12th Street
Paso Robles, California 93446
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") being filed by Heritage Oaks Bancorp
(the "Company") with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 88,873 shares
of the Company's common stock, (the "Common Stock"), issuable pursuant to stock
grants or upon the exercise of stock options granted pursuant to the Company's
1990 Stock Option Plan (the "Plan").
In rendering this opinion, we have examined such documents and
records as we have deemed relevant. We have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to originals of all documents submitted to us as certified or
reproduced copies.
Based upon the foregoing and such other and further review of
fact and law as we have deemed necessary or appropriate under the circumstances,
and assuming that (i) stock grants and all options granted under the Plan to
date have been granted pursuant to the terms of the Plan, (ii) the consideration
for the shares of Common Stock issued pursuant to the exercise of such options
has been or will be received prior to the issuance thereof and (iii) the shares
of Common Stock issued pursuant to the exercise of such options have been or
will be issued in accordance with the terms of the Plan and the option
agreements (as appropriate), upon which assumptions the following opinions are
expressly conditioned, it is our opinion that the shares upon the exercise of
options granted pursuant to the Plan and pursuant to the Registration Statement
will, when sold in accordance with the terms of the Plan and the option
agreements, be validly issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection
with the Registration Statement and is not to be quoted or otherwise referred to
in any financial statements of the Company or related documents, nor is it to be
filed with or furnished to any government agency or other person, without the
prior written consent of this firm in each instance.
<PAGE> 3
[LETTERHEAD]
Heritage Oaks Bancorp
June 25,1996
Page 2
This firm hereby consents to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to the undersigned
under to heading "Legal Matters" and in any prospectus delivered to participants
in the Plan and any amendments thereto.
Respectfully submitted,
/s/REITNER & STUART
-------------------
REITNER & STUART
JFS:wsm
<PAGE> 1
EXHIBIT 23a
CONSENT OF VAVRINEK, TRINE, DAY & CO.
PAGE 42 OF 43
<PAGE> 2
[VAVRINEK, TRINE, DAY, & CO. LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To: Heritage Oaks Bancorp
We consent to the incorporation of our report dated February 8, 1996, on the
consolidated financial statements of Heritage Oaks Bancorp as of December 31,
1995 and 1994, and for each of the three years in the period ended December 31,
1995 included in its Registration Statement on Form S-8 for the year ended
December 31, 1995.
/s/ VAVRINEK, TRINE, DAY & CO.
- ------------------------------
VAVRINEK, TRINE, DAY & CO.
Certified Public Accountants
Rancho Cucamonga, California
