VALLEY COMMERCE BANCORP INCENTIVE STOCK OPTION AGREEMENT
This
Incentive Stock Option Agreement, dated the
________________ by and between Valley Commerce Bancorp
(the "Company"), and _________________ ("Optionee");
WHEREAS,
pursuant to the Valley Commerce Bancorp 2007 Equity Incentive Plan (the "Plan"),
a copy of which is hereto attached, the Board of Directors of the Company has
authorized granting to Optionee an incentive stock option to purchase all or
any
part of __________________ authorized but unissued shares of the
Company's common stock for cash at the price of _______________Dollars
($______) per share, such option to be for the term and upon the terms
and conditions hereinafter stated;
NOW
THEREFORE it is hereby agreed:
1. Grant
of Option. Pursuant to said action of the Board of Directors
and pursuant to authorizations granted by all appropriate regulatory and
governmental agencies, the Company hereby grants to Optionee the option to
purchase, upon and subject to the terms and conditions of the Plan, which is
incorporated in full herein by this reference, all or any part of
(____________) shares of the Company's common stock
(hereinafter called "stock") at the price of
____________________($_____) per share, which price is not less
than 100 percent of the fair market value of a share of the stock (or not less
than the greater of $___ or 110 percent of the fair market value per share
for
optionee-shareholders who possess more than 10 percent of the Company's stock)
as of the date of action of the Board of Directors granting this
option.
2. Exercisability. This
option shall be exercisable as to 20 percent of the shares
granted pursuant to this Agreement on each of the first, second, third, fourth
and fifth anniversaries of the date of this Agreement. This option shall remain
exercisable as to all of such shares until _________________(but not later
than
ten years from the date this option is granted) unless this option has expired
or terminated earlier in accordance with the provisions
hereof. Shares as to which this option becomes exercisable pursuant
to the foregoing provision may be purchased at any time prior to expiration
of
this option.
3. Exercise
of Option. This option shall be exercised by written notice
delivered to the Company stating the number of shares with respect to which
this
option is being exercised. Payment of the exercise price shall be
made either (i) in cash (including check, bank draft or money order), or (ii)
with the consent of the Company's Board of Directors, by delivering shares
of
common stock already owned by Optionee valued at fair market value as of the
closing date, or (iii) by a combination of these forms of payment; provided,
however, that no common stock already owned by Optionee which is "statutory
option stock" as defined in Section 424(c)(3) of the Code may be delivered
in
payment of the exercise price if the applicable holding period requirements
for
such common stock under Section 422(a)(1) or 423(a)(1) of the Code have not
been
met at the time of exercise. Not less than 10 shares may be purchased
at any one time unless the number purchased is the total number which may be
purchased under this option and in no event may the option be exercised with
respect to fractional shares. Upon exercise, Optionee shall make appropriate
arrangements and shall be responsible for the withholding of any federal and
state taxes then due.
4. Cessation
of Employment. Except as provided in Paragraphs 2 and 5
hereof, if Optionee shall cease to be employed by the Company or a subsidiary
corporation for any reason other than Optionee's death or disability (as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to time), this option shall expire 90 days thereafter. During the 90
day period this option shall be exercisable only as to those installments,
if
any, which had accrued as of the date when the Optionee ceased to be employed
by
the Company or the subsidiary corporation.
5. Termination
of Employment for Cause. If Optionee's employment by the
Company or a subsidiary corporation is terminated for cause, this option shall
expire immediately, unless reinstated by the Board of Directors within 30 days
of such termination by giving written notice of such reinstatement to Optionee
at his or her last known address. In the event of such reinstatement, Optionee
may exercise this option only to such extent, for such time, and upon such
terms
and conditions as if Optionee had ceased to be employed by the Company or a
subsidiary corporation upon the date of such termination for a reason other
than
cause, death, or disability. Termination for cause shall include, but not be
limited to, termination for malfeasance or gross misfeasance in the performance
of duties or conviction of illegal activity in connection
therewith.
6. Nontransferability:
Death or Disability of Optionee. This option shall not be
transferable except by Will or by the laws of descent and distribution and
shall
be exercisable during Optionee's lifetime only by Optionee. If
Optionee dies while employed by the Company or a subsidiary corporation, or
during the 90 day period referred to in Paragraph 4 hereof, this option shall
expire one year after the date of Optionee's death or on the day specified
in
Paragraph 2 hereof, whichever is earlier. After Optionee's death but
before such expiration, the persons to whom Optionee's rights under this option
shall have passed by Will or by the applicable laws of descent and distribution
or the executor or administrator of Optionee's estate shall have the right
to
exercise this option as to those shares for which installments had accrued
under
Paragraph 2 hereof as of the date on which Optionee ceased to be employed by
the
Company or a subsidiary corporation.
If
the
Optionee shall terminate employment because of disability (as defined in Section
22(e) (3) of the Internal Revenue Code of 1986, as amended from time to time),
the Optionee may exercise this option to the extent he or she is entitled to
do
so at the date of termination, at any time within one year of the date of
termination, but in no event later than the expiration date in Paragraph 2
hereof.
7. Employment. This
Agreement shall not obligate the Company or a subsidiary corporation to employ
Optionee for any period, nor shall it interfere in any way with the right of
the
Company or a subsidiary corporation to reduce Optionee's
compensation.
8. Privileges
of Stock Ownership. Optionee shall have no rights as a
stockholder with respect to the Company's stock subject to this option until
the
date of issuance of stock certificates to Optionee. Except as provided in the
Plan, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates are
issued.
9. Modification
and Termination by Board of Directors. The rights of
Optionee hereunder are subject to modification and termination upon the
occurrence of certain events as provided in Section 12 of the Plan.
10. Compliance
with Laws. No shares issuable upon the exercise of this
option shall be issued and delivered unless and until all applicable
requirements of California and federal law pertaining to the issuance and sale
of such shares, and all applicable listing requirements of the securities
exchanges, if any, on which shares of the Company of the same class are then
listed shall have been complied with.
11. Notices. Any
notice to the Company provided for in this Agreement shall be addressed to
it in
care of its President or Chief Financial Officer at its main office and any
notice to Optionee shall be addressed to Optionee's address on file with the
Company or a subsidiary corporation, or to such other address as either may
designate to the other in writing. Any notice shall be deemed to be
duly given if and when enclosed in a properly sealed envelope and addressed
as
stated above and deposited, postage prepaid, with the United States Postal
Service. In lieu of giving notice by mail as aforesaid, any written notice
under
this Agreement may be given to Optionee in person, and to the Company by
personal delivery to its President or Chief Financial Officer.
12. Incentive
Stock Option. This Stock Option Agreement is intended to be
an Incentive Stock Option Agreement as defined in Section 422 of the Internal
Revenue Code of 1986, as amended from time to time. If for any reason this
Stock
Option Agreement does not qualify as an Incentive Stock Option Agreement as
defined in Internal Revenue Code Section 422, then it shall be deemed to be
a
Non-Qualified Stock Option Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.
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OPTIONEE:
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By:
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Signature
of Optionee
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Name:
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Title:
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