EXHIBIT 10.7
FIRST NATIONAL BANK OF NORTHERN CALIFORNIA
NONSTATUTORY STOCK OPTION AGREEMENT
1. Grant. First National Bank of Northern California, a national
banking association (the "Bank"), hereby grants to _____________________________
(the "Optionee"), an option (the "Option") to purchase a total of ____________
shares of common stock, par value $1.25 per share, of the Bank, at the price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the First National Bank of Northern California
1997 Stock Option Plan (the "Plan"). The Optionee has been provided with a copy
of the Plan. Capitalized terms defined in the Plan shall have the same defined
meanings herein.
2. Nature of the Option. This Option is intended by the Bank and the
Optionee to be a nonstatutory stock option and does not qualify for any special
tax benefits to the Optionee. This option is not an Incentive Stock Option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
3. Exercise Price. The Exercise Price is $_______________ for each
share of common stock, which price is not less than one hundred percent (100%)
of the fair market value per share of the common stock of the Bank on the date
of grant, being the date hereof (the "Grant Date").
4. Term of Option. Subject to earlier termination as provided in the
Plan, this Option shall terminate on ______________________, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
5. Exercise of Option. This Option shall be exercisable during its term
in accordance with the provisions of Sections 7 and 8 of the Plan as follows:
(a) Right to Exercise. This Option shall vest cumulatively from
the date of grant of the Option, exercisable during a period of __________
months after the Grant Date as follows:
(1) This Option may be exercised immediately to the
extent of not more than ____ percent (__%) of the Shares;
(2) Upon or after the expiration of _________ (__)
months from the Grant Date, this Option may be exercised to the
extent of an additional ____ percent (__%) of the Shares;
(3) Upon or after the expiration of _________ (__)
months from the Grant Date, this Option may be exercised to the
extent of an additional ____ percent (__%) of the Shares;
(4) Upon or after the expiration of _________ (__)
months from the Grant Date, this Option may be exercised to the
extent of an additional ____ percent (__%) of the Shares; and
(5) Upon or after the expiration of _________ (__)
months from the Grant Date, this Option may be exercised to the
extent of an additional ____ percent (__%) of the Shares.
Any portion of the Option not exercised shall accumulate and can be
exercised any time prior to or upon the expiration of _________ (__) months from
the Grant Date.
(b) Minimum Exercise. This Option may not be exercised for less
than ten (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 whole 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 Bank accompanied by payment
of the Exercise Price as specified below.
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 Bank's common stock may then be listed or quoted.
Assuming such compliance, the Shares shall be considered transferred to the
Optionee on the date on which the Option is exercised with respect to such
Shares. An Optionee shall have no rights as a shareholder of the Bank 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 Bank 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 Bank. In addition, subject to Section 9 below, payment may be
made in any of the following forms as indicated by an "x" in the relevant
parenthesis:
( ) 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 six (6) months and which are surrendered to the Bank in good form for
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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.
( ) Exercise/Sale. Payment may be made by the delivery (on
a form prescribed by the Bank) of an irrevocable direction to a securities
broker approved by the Bank to sell Shares and to deliver all or part of the
sales proceeds to the Bank 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 Bank) of an irrevocable direction to pledge Shares
to a securities broker or lender approved by the Bank, as security for a loan,
and to deliver all or part of the loan proceeds to the Bank 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
status as an employee of the Bank terminates:
(i) As a result of such Optionee's death or total and
permanent disability, the term of the Option shall expire twelve (12) months
after such death or total and permanent disability but not later than the
expiration date specified in Section 4 above.
(ii) As a result of termination by the Bank for cause, the
term of the Option shall expire as of the date on which the Bank's notice or
advice of such termination is dispatched to Optionee, but not later than the
expiration date specified in Section 4 above. For purposes of this paragraph
(ii), "cause" shall mean an act of embezzlement, fraud, dishonesty, breach of
fiduciary duty to the Bank, or the deliberate disregard of rules of the Bank
which results in loss, damage or injury to the Bank, the unauthorized disclosure
of any of the secrets or confidential information of the Bank, the inducement of
any client or customer of the Bank to break any contract with the Bank, or the
inducement of any principal for whom the Bank acts as agent to terminate such
agency relationship, the engagement in any conduct which constitutes unfair
competition with the Bank, the removal of Optionee from office by any court or
bank regulatory agency, or such other similar acts which the Committee in its
discretion determines to constitute good cause for termination of Optionee's
employment. As used in this paragraph (ii), Bank includes Affiliates of the
Bank.
(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 (3) months after such termination, but not later than the original
expiration date specified in Section 4 above.
Neither the Plan nor this Option shall be deemed to give Optionee a
right to remain an employee of the Bank or an Affiliate. The Bank and its
Affiliates reserve the right to terminate the employment of any employee at any
time, with or without cause, subject to applicable laws and the terms of any
written employment agreement.
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6. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will, by written beneficiary designation or by the
laws of descent and distribution, and may be exercised during the lifetime of
Optionee only by Optionee. 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 of the
outstanding shares of common stock of the Bank, 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 the outstanding shares of common stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spin-off or a similar occurrence, the Bank 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 Bank is a party to a merger or other
reorganization, the Option shall be subject to the agreement of merger or
reorganization. Subject to the provisions of Section 12 of the Plan, such
agreement may provide, without limitation, for the assumption of all outstanding
options by the surviving corporation or its parent, for their continuation by
the Bank (if the Bank is a surviving corporation), for payment of a per-Share
cash settlement equal to the difference between the amount to be paid for one
Share under such agreement and the Exercise Price, or for the acceleration of
the exercisability followed by the cancellation of any option not exercised, in
all cases without the optionees' consent. Any cancellation shall not occur until
after such acceleration is effective and optionees have been notified of such
acceleration and have had reasonable opportunity to exercise their options.
Except as provided in this Section, 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 issuance by the Bank 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 Bank 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.
8. Taxation Upon Exercise of Option. Optionee understands that upon
exercise of this Option, he or she will generally recognize income for tax
purposes in an amount equal to the excess of the then fair market value of the
Shares over the exercise price. The Bank will be required to withhold tax from
Optionee's current compensation with respect to such income; to the extent that
Optionee's current compensation is insufficient to satisfy the withholding tax
liability, the Bank may require the Optionee to make a cash payment to cover
such liability as a condition of exercise of this Option. The Optionee may elect
to pay such tax by (i) requesting the Bank to withhold a sufficient number of
shares from the shares otherwise due upon exercise or (ii) by delivering a
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sufficient number of shares of the Bank's common stock which have been
previously held by the Optionee for such period of time as the Committee may
require. The aggregate value of the shares withheld or delivered, as determined
by the Committee must be sufficient to satisfy all such applicable taxes, except
as otherwise permitted by the Committee. If the Optionee is subject to Section
16 of the Securities Exchange Act of 1934, as amended, the Optionee's election
must be made in compliance with rules and procedures established by the
Committee.
9. Resale of Shares. Optionee understands that the Bank is not
currently subject to the periodic reporting and other requirements of the
Securities Exchange Act of 1934, as amended; that the Bank can give no assurance
regarding the possibility that the Bank will, at some point in the future,
become subject to such requirements; that the Shares have not been registered
under the Securities Act of 1933, as amended; that unless so registered, the
Shares may not be offered or sold by the Bank except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, as amended, and applicable state or other securities
laws; and that the Bank intends that its offer and sale of the Shares will
satisfy the conditions of, and therefore qualify for the exemption from
registration under the Securities Act of 1933, as amended, provided by SEC Rule
701, made applicable to national banks by the Securities Offering Disclosure
Rules of the OCC, and the exemption from qualification under the California
Corporate Securities Law of 1968 provided by Section 25100 of the California
Corporations Code.
Optionee further understands and agrees that, as a consequence of the
exemption from registration provided by SEC Rule 701, the Shares will be subject
to certain resale limitations, as follows: (a) the Shares will be deemed to be
"restricted securities" as defined in SEC Rule 144; (b) resale of the Shares by
Optionee must be in compliance with the registration requirements of the
Securities Act of 1933, as amended, or an exemption therefrom; and (c) under SEC
Rule 144, a minimum period of one year must elapse between the date of
acquisition of "restricted securities" and any resale of such "restricted
securities." That is, upon any exercise of the Option and transfer of the Shares
to Optionee, unless the Bank has become subject to the periodic reporting and
other requirements of the Securities Exchange Act of 1934, as amended, the
resale of such Shares will be subject to the one year holding period required
under SEC Rule 144. Ninety (90) days after the Bank becomes subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (if ever), such Shares (the "restricted securities") will be
eligible to be resold by Optionee in reliance upon SEC Rule 144, without
compliance with the minimum one year holding period.
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Optionee further understands and agrees that the Bank may cause an
appropriate restrictive legend or legends to be placed upon any certificate(s)
evidencing the Shares, and may issue appropriate "stop-transfer" instructions to
the Bank's transfer agent, U.S. Stock Transfer Corporation, in order to ensure
compliance with relevant federal and state securities laws, as described
hereinabove.
GRANT DATE: ________________________
FIRST NATIONAL BANK OF
NORTHERN CALIFORNIA
By: _______________________________
Title ______________________________
Duly Authorized on Behalf of
First National Bank of
Northern California
Optionee represents that Optionee is familiar with the terms and
provisions of this Option and hereby accepts the same subject to all the terms
and provisions hereof. 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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