CENTRAL VALLEY COMMUNITY BANCORP
INCENTIVE STOCK OPTION AGREEMENT
1. GRANT.
Central Valley Community Bancorp, a California corporation (the
"Company"), hereby grants to _________________________________ (the "Optionee"),
an option (the "Option") to purchase a total of _________________ Shares of
common stock of the Company, at the price set forth below, which Option is in
all respects subject to the terms, definitions and provisions of the Central
Valley Community Bancorp 2000 Stock Option Plan (the "Plan"). Capitalized terms
used herein shall have the meanings assigned to them in the Plan.
2. NATURE OF THE OPTION.
This Option is intended to qualify as an incentive stock option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"). However, the Company does not represent or warrant that this Option
qualifies as an incentive stock option. Optionee acknowledges that Optionee is
responsible to consult with Optionee's own tax advisor regarding the tax effects
of the Option and the requirements necessary to obtain income tax treatment
under Section 422 of the Code, including, but not limited to, holding period
requirements. Optionee further understands that, if Optionee disposes of any
Shares received under this Option within two (2) years after the Grant Date of
the Option specified below or within one (1) year after such Shares are
transferred to him, Optionee will be treated for federal income tax purposes as
having received ordinary income at the time of such disposition in an amount
generally measured by the difference between the Exercise Price and the lower of
the Fair Market Value of the Shares at the date of the exercise or the Fair
Market Value of the Shares at the date of disposition. Optionee understands
that, if Optionee disposes of such Shares at any time after the expiration of
such two-year and one-year holding periods, any gain on such sale will be taxed
as long-term capital gain. OPTIONEE AGREES TO NOTIFY THE COMPANY IN WRITING
WITHIN 5 DAYS AFTER THE DATE OF ANY DISPOSITION OF ANY SHARES RECEIVED UNDER
THIS OPTION.
Optionee further understands that: (a) if Optionee is unable to
continue employment with the Company as a result of a Total and Permanent
Disability (as defined in Section 22(e)(3) of the Code), and if the other
requirements for incentive stock option treatment contained in Section 422 of
the Code are satisfied, Optionee will be entitled to exercise the Option within
twelve (12) months of such termination without defeating incentive stock option
treatment; but (b) if Optionee is unable to continue employment with the Company
as a result of a disability which is not a Total and Permanent Disability (as
defined in Section 22(e)(3) of the Code), the Option will not qualify as an
incentive stock option unless it is exercised within three (3) months of the
date of termination (i.e., while the Option may be exercised for a period of
twelve (12) months after such termination, the exercise more than three (3)
months following termination will result in the Option being taxed as a
Nonstatutory Option).
Optionee acknowledges, and the Company affirms, that the methodology by
which the Fair Market Value of the Shares has been determined by the Company
represents a good faith attempt, as defined in the Code and the regulations
thereunder, at reaching an accurate appraisal of the Fair Market Value of the
Shares; and the Company shall not be responsible for any additional tax
liability incurred by Optionee in the event that the Internal Revenue Service
were to determine that the Option does not qualify as an incentive stock option
for any reason.
THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT
TO CHANGE. ACCORDINGLY, 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.
3. EXERCISE PRICE.
The Exercise Price is ___________ for each share of Common Stock, which
price is not less than the Fair Market Value per share of the Stock on the Grant
Date (set forth below).
4. EXERCISE OF OPTION.
This Option shall be exercisable during its term in accordance with the
provisions of the Plan as follows:
(a) RIGHT TO EXERCISE. This Option shall vest cumulatively from
the date of grant of the Option, exercisable as follows: [ immediately as to
________________ Shares, or _________ percent (_____%) of the Option ]; as to
________________ Shares, or __________ percent (_____%) of the Option, on the
first anniversary of the Grant Date; and as to additional increments of
______________ Shares or ______ percent (______%) of the Option, on each
subsequent anniversary of the Grant Date thereafter.
(b) MINIMUM EXERCISE. This Option may not be exercised for fewer
than 10 Shares nor for a fraction of a Share.
(c) METHOD OF EXERCISE. This Option shall be exercisable by written
notice which shall state the election to exercise the Option and specify the
number of Shares in respect of which the Option is being exercised. Such written
notice shall be signed by the Optionee and shall be delivered in person or by
certified mail to the Secretary of the Company accompanied by payment of the
Exercise Price specified in Section 2 above. No Shares will be issued pursuant
to the exercise of the Option unless such issuance and such exercise shall
comply with all relevant provisions of law and the requirements of any stock
exchange or inter-dealer quotation system upon which the shares of the Company's
common stock may then be listed or quoted. Assuming such compliance, the Shares
shall be considered transferred to the Optionee as of the date on which the
Option is exercised with respect to such Shares. An Optionee shall have no
rights as a shareholder of the Company with respect to any Shares until the
issuance of a stock certificate to the Optionee for such Shares.
(d) METHOD OF PAYMENT. The entire Exercise Price of Shares issued
under this Option shall be payable in cash or by certified check, official
bank check, or the equivalent thereof acceptable to the Company at the time
when such Shares are purchased. Such payment also shall include the amount of
any withholding tax obligation which may arise in connection with the
exercise, as determined by the Company. In addition, payment may be made in
any of the following forms:
SURRENDER OF STOCK. Payment of all or part of the Exercise Price and
any withholding taxes may be made all or in part with Shares which have already
been owned by the Optionee or Optionee's representative for more than 6 months
and which are surrendered to the Company in good form for transfer. Such Shares
shall be valued at their Fair Market Value on the date when the new Shares are
purchased pursuant to exercise of the Option.
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EXERCISE/SALE. Payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a securities broker
approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.
EXERCISE/PLEDGE. Payment may be made by the delivery (on a form
prescribed by the Company) of an irrevocable direction to pledge Shares to a
securities broker or lender approved by the Company, as security for a loan, and
to deliver all or part of the loan proceeds to the Company in payment of all or
part of the Exercise Price and any withholding taxes.
(e) TERMINATION OF SERVICE. In the event that the Optionee's Service
terminates:
(i) As a result of such Optionee's death or Total and
Permanent Disability, the term of the Option shall expire twelve months
after such death or Total and Permanent Disability, but not later than
the expiration date specified in Section 5 below.
(ii) As a result of termination by the Company 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 Company and,
notwithstanding anything else herein to the contrary, neither the
Optionee nor the Optionee's estate shall be entitled to exercise this
Option with respect to any Shares whatsoever after such removal or
termination. As used in this paragraph (ii), Company includes
Subsidiaries of the Company.
(iii) As a result of termination for any reason other than
Total and Permanent Disability, death or cause, the term of the Option
shall expire three months after such termination, but not later than
the original expiration date specified in Section 5 below. Neither the
Plan nor this Option shall be deemed to give Optionee a right to remain
an Employee or consultant of the Company or a Subsidiary. The Company
and its Subsidiaries reserve the right to terminate the service of any
Employee or consultant at any time, with or without cause, subject to
applicable laws and the terms of any written employment agreement.
5. TERM OF OPTION.
Subject to earlier termination as provided in the Plan, this Option
shall terminate ____________________ (_____) years from the Grant Date of this
Option, and may be exercised during such term only in accordance with the Plan
and the terms of this Option.
6. NON-TRANSFERABILITY OF OPTION.
This Option may be exercised during the lifetime of Optionee only by
Optionee and may not be transferred in any manner other than by will or by the
laws of descent and distribution, by instrument to an inter vivos or
testamentary trust in which the options are to be passed to beneficiaries upon
the death of the trustor/settlor, or by gift to "immediate family", as that term
is defined in 17 C.F.R. 240.16a-1(e) or successor statute or regulation thereto.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
7. ADJUSTMENT OF SHARES.
In the event of a subdivision or split of the outstanding shares of
common stock of the Company, a declaration of a dividend payable in Shares, a
declaration of a dividend payable in a form other than Shares in an amount that
has a material effect on the value of Shares, a combination or consolidation of
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the outstanding shares of common stock (by reclassification, reverse stock split
or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or
a similar occurrence, the Company shall make appropriate adjustments in the
number of Shares covered by the Option and in the Exercise Price of the Option.
In the event that the Company is a party to a merger or other
reorganization, the Option shall be subject to the agreement of merger or
reorganization.
Except as provided in the Plan, Optionee shall have no rights by reason
of any subdivision or consolidation of shares of stock of any class, the payment
of any dividend or any other increase or decrease in the number of shares of
stock of any class. Any issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to the Option. The grant of this Option
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.
Grant Date: _________________________
CENTRAL VALLEY COMMUNITY BANCORP
By: _________________________________
__________________, President
By: _________________________________
__________________, Secretary
Optionee represents that Optionee has received a copy of the Plan, has read the
terms and provisions of this Option and hereby accepts the same subject to all
the terms and provisions of the Plan. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board of
Directors or its duly appointed Committee upon any questions arising under the
Plan.
Dated: ______________________________
_____________________________________
Optionee
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