CLOVIS COMMUNITY BANK
INCENTIVE
STOCK OPTION AGREEMENT
Granting Date:
TO:
We are pleased to notify you that Clovis Community Bank (the "Bank")
this day hereby grants to you an option to purchase all or any part of
______________ shares of the Common Stock of the Bank (the "Shares") at the
Option Price of _____________ per share as a Stock Option under the Clovis
Community Bank 1992 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 A MAJORITY
OF ALL THE SHARES REPRESENTED AND VOTING AT THE MEETING OF SHAREHOLDERS OF THE
BANK AND BY A MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE
MEETING.
1. PURPOSE OF THE OPTION.
One of the purposes of the Plan is to advance the interests of the Bank
and its affiliates (collectively the "Bank") by stimulating the efforts of
full-time salaried employees and officers 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 Agreement in
the place provided and return it to the Secretary of the Bank. However, your
signing and delivering this Agreement will not bind you to purchase any of the
Shares subject to the 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.
You may exercise this option during a calendar year only to the extent
that the aggregate fair market value (determined at the times the options are
granted) of the stock that may be acquired pursuant to this option (or portion
thereof) and all other incentive stock options granted after 1986 that are first
exercisable by you during the calendar year does not exceed $100,000 (taking
into account all incentive stock options under any stock option plan of the Bank
or any of its affiliates or any predecessor of any such corporation). If
permitted in regulations promulgated by the Treasury Department or rulings of
the Internal Revenue Service, you may choose, among the incentive stock options
granted under the Plan after 1986 that are otherwise first exercisable by you in
a calendar year, those options you wish to exercise subject to the $100,000
limitation. For example, you may decide to exercise the options that have the
lowest exercise prices. If such a choice is not permitted (as determined by the
Bank in its sole discretion), you must exercise incentive stock options (granted
after 1986) that became first exercisable in a calendar year without regard to
the $100,000 limitation, in the order in which they were granted to you (up to
the $100,000 limit). If you choose not to exercise an option that is first
exercisable in a calendar year under the $100,000 limitation, you may exercise
that option in subsequent years without regard to the $100,000 limitation.
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 ___________
(______) months from the granting date as follows:
(a) This option may be exercised immediately to the extent of
not more than _________ percent (____%) of the Shares;
(b) After the expiration of _________ (_____) months from the
granting date, this option may be exercised to the extent of not
more than ________ percent (____%) of the Shares;
(c) After the expiration of __________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(d) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(e) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(f) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
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(g) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(h) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(i) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(j) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) of the Shares;
(k) After the expiration of ___________ (_____) months from
the granting date, this option may be exercised to the extent of
an additional ____________________ percent (_____%) 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 ____________(______)
months from the granting date.
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 to you (or such other person
entitled to exercise the option), 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.
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4. TERMINATION OF OFFICE OR EMPLOYMENT.
If your status as an employee or officer of the Bank is terminated for
any reason other than death or 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 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
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,
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 Internal
Revenue Code (the "Code") as in effect at the date of such disability. The Code
currently defines disability as follows:
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
furnished proof of the existence thereof in such form and manner, and
at such times, as the Secretary may require.
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.
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7. ADJUSTMENT OF AND CHANGES IN THE SHARES.
In the event of any change in the outstanding Common Stock of the Bank,
without receipt by the Bank of additional consideration in lieu of such change
(whether by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or exchanges of shares and the like),
the aggregate number or class of Shares subject to this option immediately prior
to such event shall be appropriately adjusted by the Board of Directors in
accordance with the terms of the Plan so that your proportionate interest in the
Bank by reason of your rights under any unexercised portions of such options
shall be maintained as before the occurrence of such event. Such adjustment by
the Board of Directors shall be conclusive.
In the event of a dissolution or liquidation of the Bank or a merger or
consolidation in which the Bank is not the surviving corporation, the Board of
Directors may, in its discretion, provide for the assumption by the surviving or
resulting corporation of every option outstanding hereunder, provided that, if
the Board of Directors does not provide for such assumption, the Board of
Directors shall have the power to cause the termination of every option
outstanding hereunder, except that the surviving or resulting corporation may,
in its 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,
further, you shall have the right to exercise this option as to all or any of
the Shares subject to this option immediately prior to such dissolution,
liquidation, merger or consolidation, and to purchase Shares subject hereto to
the extent of any unexercised portion of this option, regardless of the vesting
provisions of Paragraph 3 hereof. This right of exercise shall be conditioned
upon the execution of a final plan of dissolution or liquidation or of a
definitive agreement of merger or consolidation, and the Bank shall provide you
with notice thereof as soon as practicable.
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 this Paragraph 7), the person
exercising this option shall have the right upon commencement of such offer to
exercise this option to the extent of any unexercised portion and to purchase
Shares subject hereto, regardless of the vesting provisions of Paragraph 3
hereof.
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 a duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.
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9. EXERCISE OF OPTION CONDITIONED ON APPROVAL.
Exercise of this option is conditioned upon approval of the Plan by
the shareholders of the Bank in accordance with the requirements of the
Superintendent of Banks of the State of California.
10. TAX EFFECTS.
THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND
SUBJECT TO CHANGE. ACCORDINGLY, AN OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR
LEGATEE) SHOULD CONSULT WITH HIS OR HER 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 SALE.
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.
CLOVIS COMMUNITY BANK
By _________________________
Agreed to this _____
day of _____________, 19__.
_______________________________
Signature of Optionee
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