Exhibit 99.10
SAN XXXXXXX BANCORP
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is dated the ______ day of ________________, ______, by and
between San Xxxxxxx Bancorp, a California corporation (the "Company"), and
___________ ("Optionee").
WHEREAS, pursuant to the San Xxxxxxx Bancorp 1999 Stock Incentive Plan (the
"Plan"), the Company wishes to grant to Optionee an option to purchase shares of
the common stock of the Company, upon the terms and conditions provided herein;
and
WHEREAS, all capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Plan.
NOW, THEREFORE, it is hereby agreed:
1. GRANT OF OPTION. Subject to the terms and conditions set forth in the
Plan and this Agreement, the Company hereby grants to Optionee an option to
purchase all or any part of _______________ Common Shares (the "Option") for the
purchase price of $_________ per Share (the "Exercise Price").
2. EXERCISABILITY. The Option shall become exercisable with respect to the
Shares underlying the Option, as follows:
20% of the Shares on ____________ 20% of the Shares on ______________
20% of the Shares on ____________ 20% of the Shares on ______________
20% of the Shares on ____________
The Option shall remain exercisable until the date that is ten (10) years
from the date of this Agreement, unless the Option has otherwise expired or
terminated earlier in accordance with the provisions hereof. Shares as to which
the Option becomes exercisable pursuant to the foregoing provision may be
purchased at any time prior to expiration of the Option. Notwithstanding the
preceding provisions of this paragraph, upon receipt of notice from the Board of
the pendency of dissolution or liquidation of the Company, or a reorganization,
merger, or consolidation of the Company with one or more corporations as a
result of which the Company will not be the surviving corporation, or sale of
substantially all the assets and property of the Company to another person, or
in the event of any other transaction involving the Company where there is a
change in ownership of the Company of at least twenty-five percent (25%), except
as may result from a transfer of shares to another corporation in exchange for
at least eighty percent (80%) control of that corporation (a "Terminating
Event"), the Option shall be exercisable in full and not only as to those shares
with respect to which installments, if any, have then accrued. Upon the date
specified in said notice, the Option or any portion hereof not exercised shall
terminate, unless provision is made in connection with the Terminating Event for
assumption of the Option or for substitution of the Option with new options
covering stock of a successor employer corporation, or a parent or subsidiary
corporation thereof, with appropriate adjustments as to number and kind of
shares and prices.
3. EXERCISE OF OPTION. The Option may be exercised by ten (10) days'
written notice delivered to the Company (in the form prescribed by the
Committee), stating the number of Shares with respect to which the Option is
being exercised, together with cash in the amount of the Exercise Price for such
Shares. Not less than ten (10) Shares may be purchased at any one time unless
the number purchased is the total number which may be purchased under the
Option. Upon exercise, Optionee shall make appropriate arrangements and shall be
responsible for the withholding of any federal and state taxes then due. In lieu
of cash, Optionee may surrender to the Company a number of Shares, owned by
Optionee for more than six (6) months at the time of surrender, having the same
aggregate Fair Market Value as the aggregate Exercise Price for the number of
Shares with respect to which the Option is being exercised.
4. CESSATION OF EMPLOYMENT OR SERVICE. If Optionee shall cease to be
employed by, or provide services to, the Company, or any Parent, Subsidiary or
Affiliate, for any reason other than Optionee's death or disability, the Option
shall expire thirty (30) days thereafter, or on the expiration date specified in
Section 2 hereof, whichever is earlier. Before such expiration, Optionee shall
have the right to exercise the Option as to those Shares with respect to which
installments, if any, had accrued under Section 2 hereof. Notwithstanding the
foregoing, any transfer of Optionee's employment or service between or among the
Company, or any Parent, Subsidiary or Affiliate, will not be deemed a
termination of employment or service for purposes of this Section 4.
5. NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE. The Option shall
not be transferable, except by will or by the laws of descent and distribution,
and shall be exercisable by Optionee only during his or her lifetime. If
Optionee shall cease to be employed by, or provide services to, the Company, or
any Parent, Subsidiary or Affiliate, due to Optionee's death or disability, or
if Optionee dies or becomes disabled during the thirty-day period referred to in
Section 4 hereof, the Option shall expire six (6) months after the date of
Optionee's death or disability, or on the expiration date specified in Section 2
hereof, whichever is earlier. After Optionee's death but before such expiration,
the persons to whom Optionee's rights under the Option shall have passed, by
will or by the applicable laws of descent and distribution, shall have the right
to exercise the Option as to those Shares for which installments had accrued
under Section 2 hereof as of the date of Optionee's death.
6. EMPLOYMENT OR SERVICE. This Agreement shall not obligate the Company, or
any Parent, Subsidiary or Affiliate, to employ, or retain the services of, any
Optionee for any period, nor shall it interfere in any way with the right of the
Company, or any Parent, Subsidiary or Affiliate, to reduce Optionee's
compensation.
7. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall have no rights as a
stockholder with respect to the Common Shares subject to the Option until the
date of issuance of stock certificates to Optionee. Except as provided in
Section 9 of 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.
8. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification and termination in certain events as provided under the terms of
the Plan.
9. NOTIFICATION OF SALE. Optionee agrees that Optionee, or any person
acquiring Shares upon exercise of the Option, will notify the Company not more
than five (5) days after any sale or disposition of such Shares.
10. NON-QUALIFIED STOCK OPTION. The Option is not intended to qualify for
treatment as an ISO under Section 422 of the Code for any purposes.
11. LIMITATION ON PAYMENTS. Optionee hereby acknowledges and agrees to the
terms and conditions of Article 12 of the Plan.
12. RECEIPT OF PLAN. Optionee acknowledges that Optionee has received a
complete copy of the Plan, and fully understands its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
SAN XXXXXXX BANCORP
By: ________________________________ ________________________________
[NAME OF OPTIONEE]
Name: ____________________________
Address: _______________________
Title: ____________________________ _______________________
_______________________
