EXHIBIT 10.12
NOTWITHSTANDING ANY OTHER PROVISION OF THIS INCENTIVE STOCK OPTION AGREEMENT,
NO SHARES OF UNITED SECURITY BANK'S COMMON STOCK SHALL BE ISSUED PURSUANT
HERETO UNLESS THE UNITED SECURITY BANK 1995 STOCK OPTION PLAN SHALL HAVE
FIRST BEEN APPROVED BY THE SHAREHOLDERS OF UNITED SECURITY BANK
UNITED SECURITY BANK, N.A.
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement ("Agreement") is made and entered into
as of the 21ST day of JULY, 1997, by and between United Security Bank, N.A.,
a national banking association (the "Bank"), and XXXXX X. XXXXXXXXX
("Optionee");
WHEREAS, pursuant to the United Security Bank 1995 Stock Option Plan (the
"Plan"), a copy of which is attached hereto, the Stock Option Committee of
the Bank has authorized granting to Optionee an incentive stock option to
purchase all or any part of TEN THOUSAND (10,000) authorized but unissued
shares of the Bank's common stock (hereinafter referred to as "stock") at the
price of THIRTY-FOUR Dollars ($34.00) 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 Stock Option Committee and
pursuant to authorizations granted by all appropriate regulatory and
governmental agencies, the Bank 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 TEN
THOUSAND (10,000) shares of the Bank's stock at the price of THIRTY-FOUR
Dollars ($34.00) per share, which price is not less than one hundred percent
(100%) of the fair market value of the stock (or not less than 110% of the
fair market value of the stock for Optionee-shareholders who own securities
possessing more than ten percent (10%) of the total combined voting power of
all classes of securities of the Bank) as of the date of action of the Stock
Option Committee granting this option.
2. EXERCISABILITY. This option shall be exercisable as to 2,000 SHARES ONE
YEAR FROM THE EFFECTIVE DATE; 2,000 SHARES TWO YEARS FROM THE EFFECTIVE DATE;
2,000 SHARES THREE YEARS FROM THE EFFECTIVE DATE; 2,000 SHARES FOUR YEARS
FROM THE EFFECTIVE DATE; 2,000 SHARES FIVE YEARS FROM THE EFFECTIVE DATE. .
THIS OPTION SHALL REMAIN EXERCISABLE AS TO ALL VESTED SHARES UNTIL FIVE YEARS
FROM ISSUANCE OF EACH OPTION. This option shall remain exercisable as to all
vested shares until JULY 21, 2007 (but not later than ten (10) years from the
date this option is granted) unless this option has expired or terminated
earlier in accordance with the provisions hereof or in the Plan. Subject to
paragraphs 4 and 5, shares as to which this option becomes exercisable may be
purchased at any time prior to expiration of this option.
3. EXERCISE OF OPTION. This option may be exercised by a written notice
(substantially in the form as that which is attached as Exhibit A) delivered
to the Bank stating the number of shares with respect to which this option is
being exercised, together (a) with cash in the amount of the purchase price
of such shares, or (b) subject to applicable law, with the Bank's stock
previously acquired by Optionee. Notwithstanding the foregoing, in the event
Optionee does exercise the option by utilizing (b) above, Optionee should
obtain tax advice as to the consequences of such action. 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 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 an employee of the Bank 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 (the "Code")], this option shall expire three
(3) months
thereafter. During the three (3) month period this option shall be
exercisable only as to those installments, if any, which had accrued as of
the date when Optionee ceased to be an employee of the Bank or a subsidiary
corporation.
5. TERMINATION OF EMPLOYMENT FOR CAUSE. If Optionee's employment with the
Bank or a subsidiary corporation is terminated for cause, this option shall
expire immediately, unless reinstated by the Board of Directors within thirty
(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
an employee of the Bank 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 a crime
involving moral turpitude, and, in any event, the determination of the Board
of Directors with respect thereto shall be final and conclusive.
6. NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE. This option shall not
be transferable except by will or the applicable laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee dies while serving as an employee of the Bank or a
subsidiary corporation, or during the three (3) month period referred to in
Paragraph 4 hereof, this option shall expire one (1) year after the date of
termination 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 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 an employee of the Bank or a subsidiary
corporation.
If Optionee terminates his or her employment because of disability, (as
defined in Section 22(e)(3) of the Code), 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 (1) year of the date of termination, or before the
expiration date specified in Paragraph 2 hereof, whichever is earlier.
7. EMPLOYMENT. This Agreement shall not obligate the Bank or a subsidiary
corporation to employ Optionee for any period, nor shall it interfere in any
way with the right of the Bank or a subsidiary corporation to reduce
Optionee's compensation.
8. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall have no rights as a
shareholder with respect to the Bank'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. The rights of Optionee are subject to
modification and termination upon the occurrence of certain events as
provided in Sections 13 and 14 of the Plan.
10. NOTIFICATION OF SALE. Optionee agrees that Optionee, or any person
acquiring shares upon exercise of this option, will notify the Bank not more
than five (5) days after any sale or other disposition of such shares.
11. REPRESENTATIONS OF OPTIONEE. Optionee understands that no shares issuable
upon the exercise of this option shall be issued and delivered unless and
until the Bank has complied with all applicable requirements of any
regulatory agency having jurisdiction over the Bank including registration of
the stock options and underlying shares, as necessary, and all applicable
requirements of any exchange upon which stock of the Bank may be listed.
Optionee agrees to ascertain that such requirements shall have been complied
with at the time of any exercise of this option. In addition, if Optionee is
an "affiliate" for purposes of the Securities Act of 1933, there may be
additional restrictions on the resale of stock, and Optionee therefore agrees
to ascertain what those restrictions are and to abide by the restrictions and
other applicable federal securities laws.
Furthermore, the Bank may, if it deems appropriate, issue stop transfer
instructions against any shares of stock purchased upon the exercise of this
option and affix to any certificate representing such shares the legends
which the Bank deems appropriate.
Optionee represents that the Bank, its directors, officers, employees and
agents have not and will not provide tax advice with respect to the option,
and Optionee agrees to consult with his or her own tax advisor as to the
specific tax consequences of the option, including the application and effect
of federal, state, local and other tax laws.
12. NOTICES. Any notice to the Bank 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 Bank 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 Bank by personal delivery to its President or Chief Financial Officer.
13. INCENTIVE STOCK OPTION. This Agreement is intended to be an incentive
stock option agreement as defined in Section 422 of the Code; provided,
however, that if the option shall fail to constitute an incentive stock
option for any reason, the option shall thereafter be governed by the
provisions of the Plan regarding nonqualified stock options.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OPTIONEE UNITED SECURITY BANK, N.A.
By_______________________ By_________________________
Xxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx, President & CEO
By__________________________
Xxxxxxx X. Xxxxxxx, Assistant Secretary
EXHIBIT A
NOTICE OF STOCK OPTION EXERCISE
Xx. Xxxxxx X. Xxxxx
President
United Security Bank
0000 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxx:
Pursuant to my incentive stock option agreement dated _______________, I am
exercising my stock option to acquire ____________ shares of common stock of
United Security Bank. I am also enclosing payment by means of (CASH IN THE
AMOUNT OF $_________, OR ________ SHARES OF UNITED SECURITY BANK HAVING A FAIR
MARKET VALUE) equal to the sum of the option exercise price.
I further acknowledge that the United Security Bank makes no representations as
to federal or state tax matters, and that I am to consult with my own tax
attorney or tax accountant for advice with respect to the exercise of my stock
option and the effect of the sale of the option shares. [(FOR EXECUTIVE OFFICERS
OF THE BANK OR INSIDERS OF THE BANK) I further acknowledge that I am an
affiliate or insider of United Security Bank and that federal securities laws
are applicable to the exercise of the stock option and any subsequent sale of
the option shares including the applicability of the Securities Act of 1933 and
Rule 144 (both dealing with the sale of shares by an affiliate). I agree to
comply with such securities laws and rules.]
Sincerely,
Name of Optionee
