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FIRST NORTHERN COMMUNITY BANCORP
2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
First Northern Community Bancorp, a California corporation (the "Company"),
hereby grants an Option to purchase Shares of its common stock to the Optionee
named below. The terms and conditions of the Option are set forth in this cover
sheet, in the attachment and in the Company's 2000 Stock Option Plan (the
"Plan").
Date of Option Grant: _________________________
Name of Optionee:
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Optionee's Social Security Number: _____-____-_____
Number of Shares of Common Stock Covered by Option:
Price per Share: $
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Vesting Start Date: _________________________________
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is
also enclosed.
Optionee:
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(Signature)
Company:
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(Signature)
Title:
Attachment
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FIRST NORTHERN COMMUNITY BANCORP
2000 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
Incentive Stock This Option is intended to be an incentive stock Option
Option under section 422 of the Code and will be interpreted
accordingly.
Vesting and This Option may be exercised to the extent that Shares have
Exercise been vested. Beginning on the Vesting Start Date, you will
be twenty percent (20%) vested in the Shares granted under
this Option. Thereafter, the Shares under this Option will
vest annually at a rate of 20 percent (20%) per year. All
of the Shares shall be fully vested on the fourth
anniversary of the Vesting Start Date as shown on the cover
sheet. No additional Shares will vest after your Service has
terminated for any reason. "Service" means your service as
employee, consultant or advisor of the Company or an
affiliated company.
Notwithstanding of the vesting schedule set forth above,
in the event of a Change in Control of the Company during
the period you remain in Service, all of the Shares which
are unvested as of the effective date of such Change in
Control shall immediately become vested. For the purposes
hereof, a "Change in Control" shall have the meaning set
forth in Section 2(b) of the Plan.
Term This Option will expire in any event at the close of
business at Company headquarters on the tenth anniversary
of the Date of Grant, as shown on the cover sheet. (It will
expire earlier if your Service terminates, as described
below.)
Regular If your Service terminates for any reason except death,
Termination Total and Permanent Disability, or for cause then this
Option will expire at the close of business at Company
headquarters on the 90th day after your termination
date. During that 90-day period you may exercise the vested
portion of this Option.
Termination for If your Service terminates for cause, as determined by the
Cause Committee, then this Option will expire upon your
termination of Service.
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Death In the event of your death while in Service, then this
Option will expire at the close of business at Company
headquarters on the date which is one year after the date
of death. During that one-year period, your estate or heirs
may exercise the vested portion of this Option.
Total and If your Service terminates because of your Total
Permanent and Permanent Disability, then this Option will expire
Disability at the close of business at Company headquarters on the
date which is one year after your termination date. During
that one-year period you may exercise the vested portion of
this Option.
"Total and Permanent Disability" means that you are unable
to work as determined in accordance with the Company's Long
Term Disability Plan.
Leaves of Absence For purposes of this Option, your Service does not terminate
when you go on a bona fide leave of absence that was
approved by the Company in writing, if the terms of the
leave provide for continued service crediting, or when
continued service crediting is required by applicable law.
However, for purposes of determining whether this Option is
entitled to ISO status, your Service will be treated as
terminating 90 days after you went on leave, unless your
right to return to active work is guaranteed by law or by a
contract. Your Service terminates in any event when the
approved leave ends unless you immediately return to active
work.
The Company determines which leaves count for this purpose,
and when your Service terminates for all purposes under the
Plan.
Restrictions on The Company will not permit you to exercise this Option
Exercise if the issuance of Shares at that time would violate any
law or regulation.
Notice of Exercise When you wish to exercise this Option, you must notify the
Company by filing the proper "Notice of Exercise" form
attached hereto. Your notice must specify how many Shares
you wish to purchase. Your notice must also specify how
your Shares should be registered (in your name only or in
your and your spouse's names as community property or as
joint tenants with right of survivorship). The notice will
be effective when it is received by the Company.
If someone else wants to exercise this Option after your
death, that person must prove to the Company's satisfaction
that he or she is entitled to do so.
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Periods of Any other provision of this Agreement notwithstanding,
Nonexercisability the Company shall have the right to designate one or more
periods of time, each of which shall not exceed 180 days in
length, during which this Option shall not be exercisable
if the Company determines (in its sole discretion) that
such limitation on exercise could in any way facilitate any
issuance of securities by the Company, facilitate the
registration or qualification of any securities by the
Company under applicable law, or facilitate the perfection
of any exemption from the registration or qualification
requirements under any applicable law for the issuance or
transfer of any securities. Such limitation on exercise
shall not alter the vesting schedule set forth in this
Agreement other than to limit the periods during which this
Option shall be exercisable.
Form of Payment When you submit your notice of exercise, you must include
payment of the Option price for the Shares you are
purchasing. Payment may be made in one (or a combination)
of the following forms:
o Your personal check, a cashier's check or a money order.
o Shares which have already been owned by you for any time
period specified by the Committee and which are
surrendered to the Company. The value of the Shares,
determined as of the effective date of the Option
exercise, will be applied to the Option price.
Withholding Taxes To the extent that any withholding or other taxes may be due
as a result of the Option exercise or the sale of shares
acquired upon exercise of this Option and the sale of the
shares, you will not be allowed to exercise this Option
unless you make acceptable arrangements to pay such
withholding or other taxes.
Restrictions on By signing this Agreement, you agree not to sell any
Resale Option Shares at a time when applicable laws, regulations
or Company or underwriter trading policies prohibit a sale.
In connection with any underwritten public offering by the
Company of its equity securities, you agree not to sell,
make any short sale of, loan, hypothecate, pledge, grant
any Option for the purchase of, or otherwise dispose or
transfer for value or agree to engage in any of the
foregoing transactions with respect to any shares without
the prior written consent of the Company or its
underwriters, for such period of time after the effective
date of such registration statement as may be requested
by the Company or such underwriters.
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In order to enforce the provisions of this paragraph, the
Company may impose stop-transfer instructions with respect
to the shares until the end of the applicable stand-off
period.
Transfer of Option Prior to your death, only you may exercise this Option. You
cannot transfer or assign this Option. For instance, you
may not sell this Option or use it as security for a loan.
If you attempt to do any of these things, this Option will
immediately become invalid. You may, however, dispose of
this Option in your will.
Regardless of any marital property settlement agreement,
the Company is not obligated to honor a notice of exercise
from your spouse or former spouse, nor is the Company
obligated to recognize such individual's interest in this
Option in any other way.
Retention Rights Neither this Option nor this Agreement give you the right
to be retained by the Company (or any subsidiaries) in any
capacity. The Company (and any subsidiaries) reserve the
right to terminate your Service at any time and for any
reason.
Shareholder Rights You, or your estate or heirs, have no rights as a
shareholder of the Company until a certificate for the
Option Shares has been issued. No adjustments are made for
dividends or other rights if the applicable record date
occurs before your stock certificate is issued, except as
described in the Plan.
Adjustments In the event of a stock split, a stock dividend or a
similar change in the Company stock, the number of Shares
covered by this Option and the exercise price per share may
be adjusted pursuant to the Plan. This Option shall be
subject to the terms of the agreement of merger,
liquidation or reorganization in the event the Company is
subject to such corporate activity.
Applicable Law This Agreement will be interpreted and enforced under the
laws of the State of California.
The Plan and Other The text of the Plan is incorporated in this Agreement
Agreements by reference. Certain capitalized terms used in this
Agreement are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this
Option. Any prior agreements, commitments or negotiations
concerning this Option are superseded.
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By signing the cover sheet of this Agreement, you agree to all of the
terms and conditions described above and in the Plan.
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NOTICE OF EXERCISE OF STOCK OPTION
First Northern Community Bancorp
000 X. Xxxxx Xxxxxx
Xxxxx, XX 00000
Attn: Corporate Secretary
Re: Exercise of Stock Option to Purchase Shares of Company Stock
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Dear Sir or Madam:
Pursuant to the Stock Option Agreement dated ________ ___, ____ (the "Stock
Option Agreement"), between First Northern Community Bancorp, a California
corporation (the "Company"), and the undersigned, I hereby elect to purchase
_____________ shares of the common stock of the Company (the "Shares"), at the
price of $__________ per Share. My check in the amount of $______________ is
enclosed. The Shares are to be issued in _____ certificate(s) and registered in
the name(s) of:
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The undersigned understands there may be tax consequences as a result of
the purchase or disposition of the Shares. To the extent that an amount is
required to be withheld for any taxes that may be due as a result of this
exercise, I will comply with the Company's requirements with respect to the
payment of such withholding. The undersigned represents that he has consulted
with any tax consultants he deems advisable in connection with the purchase or
disposition of the Shares and the Undersigned is not relying on the Company for
any tax advice.
The undersigned acknowledges that he has received, read and understood the
Stock Option Agreement and agrees to abide by and be bound by their terms and
conditions.
Dated: ________________, 20___
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(Signature)
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(Please Print Name)
Social Security No.
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(Full Address)
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