Exhibit 18.10
STOCK OPTION ASSUMPTION AGREEMENT BY AND BETWEEN CALIFORNIA
COMMUNITY BANCSHARES, INC. AND PLACER CAPITAL CO.
WHEREAS, Placer Capital Co. ("PCC") has previously granted and intends in the
future to grant options to purchase shares of PCC common stock ("PCC Options")
pursuant to the Placer Capital Co. 1999 Stock Option Plan (the "PCC Plan") to
eligible participants in the PCC Plan (the "Optionees"); and
WHEREAS, California Community Bancshares, Inc. ("CCB") desires to assume the PCC
Options as and when such PCC Options become vested, and thereby to provide the
Optionees the right upon exercise of their vested PCC Options to purchase shares
of CCB common stock; and
WHEREAS, upon exercise of the vested PCC Options by the Optionees and upon the
consent of each Optionee seeking to exercise an PCC Option to be bound by this
Agreement and upon the payment of the exercise price set forth in their
respective stock option agreements with PCC ("PCC Stock Option Agreements"), CCB
will issue shares of CCB common stock to the Optionees at the rate for
converting shares of PCC Common Stock into shares of CCB Common Stock in effect
at the date of grant of each such PCC Option subject to a vested PCC Option;
NOW THEREFORE, in consideration of the mutual promises contained in this
agreement, CCB and PCC hereby agree as follows:
1. Subject to the conditions set forth herein and to receipt of the consent of
each Optionee seeking to exercise a PCC Option to be bound by the terms of
this Agreement, and solely with respect to any PCC Option that has become
or in the future becomes vested under the terms of the applicable PCC
Option Agreement, PCC hereby assigns all of its rights under each of such
PCC Stock Option Agreements and CCB hereby assumes all of the obligations
of PCC under each of such PCC Stock Option Agreements, and subject to the
conditions set forth herein CCB grants to the Optionees the right, upon
exercise of their vested PCC Options, to purchase shares of CCB common
stock.
2. CCB will issue shares of CCB common stock to each Optionee, upon payment of
the exercise price set forth in the Optionee's PCC Stock Option Agreement,
at the rate for converting shares of PCC Common Stock into shares of CCB
Common Stock that was in effect at the date of grant of each such PCC
Option subject to the Optionee's PCC Stock Option Agreement.
3. At the time of exercise, by executing a consent hereto, each Optionee
seeking to exercise a PCC Option agrees to the assignment by PCC to CCB of
all of PCC's rights under such
Optionee's PCC Stock Option Agreement and to the assumption by CCB of all
of the obligations of PCC under such Optionee's PCC Stock Option Agreement.
Signature Page for PCC and CCB
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4. Further Actions. Each party agrees to perform any further acts and execute
and deliver any further documents reasonably necessary to carry out the
provisions of this Agreement.
5. Successors and Assigns. Except as explicitly provided herein to the
contrary, this Agreement shall be binding upon and inure to the benefit of
the parties, their respective successors and permitted assigns.
6. Severability. If any portion of this Agreement shall be held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, the
remaining provisions shall remain enforceable to the fullest extent
permitted by law if enforcement would not frustrate the overall intent of
the parties (as such intent is manifested by all provisions of the
Agreement, including such invalid, void or otherwise unenforceable
portion).
7. Time of Essence. Time is of the essence of each and every term, condition,
obligation and provision hereof.
8. Headings. The headings in this Agreement are inserted only as a matter of
convenience, and in no way define, limit, extend or interpret the scope of
this Agreement or of any particular provision hereof.
9. Counterparts. This Agreement may be signed in multiple counterparts with
the same force and effect as if all original signatures appeared on one
copy; and in the event this Agreement is signed in counterparts, each
counterpart shall be deemed an original and all of the counterparts shall
be deemed to be one agreement.
10. Applicable Law. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of California, except to the extent
preempted by the laws of the United States.
[The remainder of this page has been intentionally left blank.]
IN WITNESS WHEREOF, PCC and CCB have executed or have caused this
Agreement to be executed by their duly authorized officers this 30th day of
March, 2001.
CALIFORNIA COMMUNITY BANCSHARES, INC.
By:
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Anat Bird, President
By:
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J. Xxxxxx Xxxxx, Secretary
PLACER CAPITAL CO.
By:
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Xxxxxxx X. Xxxxxx, Xx.,
Chairman of the Board
By:
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J. Xxxxxx Xxxxx, Assistant Secretary
Signature Page for PCC and CCB
CONSENT TO ASSUMPTION OF STOCK OPTION AGREEMENT
I, _______________, hereby consent to the assumption of my option(s) to
acquire shares of Placer Capital Co. ("PCC") common stock by California
Community Bancshares, Inc. ("CCB") pursuant to the terms of that certain Stock
Option Assumption Agreement between PCC and CCB dated ______ __, 2001 (the
"Stock Option Assumption Agreement"), and, upon payment to CCB of the exercise
price for the options I seek to exercise, to the issuance to the undersigned of
shares of CCB common stock in lieu of shares of PCC common stock, in an amount
calculated pursuant to Section 2 of the Stock Option Assumption Agreement.
IN WITNESS WHEREOF, the Optionee named below has executed this ____ day
of ________, 200_.
OPTIONEE
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[typed name of optionee]
Signature Page for Exercising Optionee
