EXHIBIT 10.5
NAPA NATIONAL BANCORP
1998 AMENDED AND RESTATED STOCK OPTION PLAN
AMENDED NONSTATUTORY STOCK OPTION AGREEMENT
Napa National Bancorp, a California corporation (the "Company"), hereby
amends the option to purchase Shares of its common stock that was previously
granted on ___________ ("Original Option") to the optionee named below. The
terms and conditions of this amended option are set forth in this cover sheet,
in the attachment and in the Company's 1998 Amended and Restated Stock Option
Plan (the "Plan"). Pursuant to actions approved by the Company's Board of
Directors and shareholders, the unexercised portion of the Original Option has
been assumed under the Plan and, in consideration of future services to be
rendered by the optionee, has had its time period for exercise extended until
__________ (subject to all earlier option termination provisions set forth in
the attachment). This amended option incorporates all the terms and conditions
of the Original Option's agreement with the exception of the extended expiration
date.
Amended Option's Expiration Date: _________________
Name of Optionee: ______________________
Optionee's Social Security Number: ____-___-____
Number of Shares of Common Stock Covered by Amended Option: ________________
Exercise Price per Share: $____________
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: ________________________________________________________________
(Signature)
Company: ________________________________________________________________
(Signature)
Title: ___________________________________
Attachment
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