Exhibit 99.1
Trading Plan
(SEC Rule 10b5-1)
This Trading Plan (the "Trading Plan") is entered into as of August 27,
2003 between Xxxxxxxx X. Xxxxx (the "Client") and X.X. Xxxxxxxx & Co. (the
"Broker").
WHEREAS, the Client wishes to establish this Trading Plan to sell or
purchase shares of common stock, without par value (the "Stock"), of Humboldt
Bancorp (the "Issuer") from Account #00000000 maintained with the Broker (the
"Account"), in accordance with the requirements of SEC Rule 10b5-1.
NOW, THEREFORE, the Client and the Broker agree as follows:
1. The Client hereby instructs the Broker to effect sales or purchases of
shares of Stock of the Issuer from the Account in accordance with the attached
Appendix A to Trading Plan ("Appendix A"). If the Client specifies a date for
trading which is a weekend or holiday, the trade will not take place until after
the opening of regular market trading hours on the next trading day.
2. This Trading Plan is effective on the date first set forth above and
terminates upon the earlier of: (1) all of the shares of Stock as specified in
Appendix A have been sold pursuant to this Trading Plan; (2) written
instructions from the Client to terminate the Trading Plan; or (3) the death of
the Client; provided however, that the Client shall not terminate the Trading
Plan if doing so would cause the Client to fall outside the safe harbor of Rule
10b5-1 or to violate any contract, agreement, law, rule, regulation or policy
applicable to the Client, including without limitation the Issuer's xxxxxxx
xxxxxxx policies.
3. The Client represents and warrants that as of the date of this Trading
Plan, the Client is not aware of any material nonpublic information concerning
the Issuer or any securities of the Issuer (including the Stock) and is entering
into this Trading Plan in good faith and not as part of a plan or scheme to
evade the prohibitions of Rule 10b-5 and Rule 10b5-1. It is the intent of the
parties that this Trading Plan complies with the requirements of SEC Rule
10b5-1.
4. If the shares of Stock of the Issuer are "restricted securities" and/or
the Client may be deemed an "affiliate" of the Issuer, as such terms are defined
in Rule 144 of the Securities Act of 1933, as amended (the "Act"), the Client
will provide the Broker with five executed copies of Form 144, which the Broker
will complete and file on behalf of the Client. The Client understands and
agrees that such Form 144 shall specify (a) that the trades are being effected
in accordance with a Trading Plan intended to comply with Rule 10b5-1, (b) the
date the Trading Plan was entered into, and (c) a statement that the
representation regarding the Client's knowledge of material information is
deemed to be made as of the date the Client entered into the Trading Plan. The
Client agrees to notify the Broker immediately if there is any change in the
Client's employment or "affiliate" status.
The Broker agrees to conduct all sales in accordance with the manner of sale
requirement of Rule 144 under the Act, if applicable, and in no event shall the
Broker effect any sale if such sale would exceed the then volume limitation
under Rule 144 of the Act, assuming Broker's sale under this Trading Plan are
the only sales subject to that limitation. Client agrees not to take, or cause
any person or entity with which he would be required to aggregate sale of Stock
pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that
would cause the sales under this Trading Plan not to comply with Rule 144.
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5. The Client represents and warrants that the Client is currently
permitted to sell or purchase Stock in accordance with the Issuer's xxxxxxx
xxxxxxx policies and that there are no contractual, regulatory or other
restrictions applicable to the trades contemplated under this Trading Plan that
would interfere with the Broker's ability to execute trades and effect delivery
and settlement of such trades on behalf of the Client, other than restrictions
with respect to which the Client has obtained all required consents, approvals
and waivers. The Client shall notify the Broker immediately in the event that
any of the above statements become inaccurate prior to the termination of this
Trading Plan.
6. The Client understands that the Broker may not be able to effect a
trade, in whole or in part, due to a market disruption or a legal, regulatory or
contractual restriction applicable to the Broker or any other event or
circumstance. The Client also understands that the Broker may be unable to
effect the trade consistent with ordinary principles of best execution due to
insufficient volume of trading, failure of the Stock to reach and sustain a
limit order price, or other market factors in effect on the trade date specified
in Appendix A.
The Broker agrees that if the Issuer enters into a transaction that results, in
the Issuer's good faith determination, in the imposition of trading restrictions
on the Client, such as a stock offering requiring an affiliate lock-up and if
the Issuer and the Client shall provide the Broker written notice, signed by the
Issuer and the Client confirmed by telephone, of such trading restrictions
(Attn: D.A. Davidson, Fax: (000) 000-0000; Tel: (000) 000-0000), at least three
days prior to the date of the remaining trade(s) specified in Appendix A, then
the Broker will stop effecting trades under this Trading Plan until notified in
writing by the Issuer and the Client that such restrictions have terminated.
As soon as reasonably practicable after the cessation or termination of such
market disruption, applicable restriction or other event or circumstance, the
Broker shall resume effecting trades in accordance with the express provisions
of this Trading Plan which are then applicable. Trades that are not executed as
the result of any such event or circumstance shall not be deemed to be a part of
this Trading Plan.
7. This Trading Plan supersedes and replaces any prior instructions under
SEC Rule 10b5-1 from the Client to the Broker with respect to the sale or
purchase of shares from the Account.
8. The Client agrees to make all filings, if any required under Sections
13(d), 13(g) and 16 of the Securities Exchange Act of 1934 (the "1934 Act"), as
amended. In connection with the Client's obligation under this section, the
Broker agrees to use commercially reasonable efforts to report to the Issuer
every transaction involving the Stock under this Trading Plan as set forth in
the Authorization to Confirm and Provide Reports of Transfers Directly to Issuer
(the "Authorization Letter") (the form of which is attached as Appendix B to
this Trading Plan), delivered by the Client to the Broker at the time of
execution of this Trading Plan.
9. The Client shall indemnify, defend and hold harmless the Broker and any
of its employees or agents from and against any and all claims, proceedings,
causes of action, liabilities, damages, losses or expenses (including reasonable
attorneys fees and costs) arising from or relating to this Trading Plan and the
Broker's execution of transactions hereunder except as a result of Broker's
breach of its obligations under this Trading Plan or gross negligence under this
Trading Plan; provided, however, that in no event shall Broker be liable for any
failure by Client to make all filings required under Sections 13(d), 13(g) and
16 of the 1934 Act. The Broker shall have no liability with respect to whether
this Trading Plan provides any protection to the Client pursuant to Rule 10b5-1
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or otherwise complies with Rule 10b5-1. The Client understands and agrees that
the Broker makes no representation, warranty or covenant concerning the validity
of this Trading Plan under Rule 10b5-1. Except as agreed to by the Broker under
this Trading Plan including Broker's compliance with Rule 144, the Client
accepts full responsibility for the compliance of this Trading Plan and any
actions taken pursuant hereto with Rule 10b5-1.
10. This Trading Plan shall be governed by and construed in accordance with
the laws of the state of California, and may be modified or amended only by a
writing signed by the parties hereto. Any such writing shall contain the
Client's representation that he knows of no material nonpublic information
regarding the Issuer or any of it franchises (including the stock) as of the
date thereof.
IN WITNESS WHEREOF, the parties hereto have signed this Trading Plan as of
the date hereof.
"Client" "Broker"
X.X. Xxxxxxxx & Co.
Name: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx Name: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Title: SVP/Financial Consultant
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ACKNOWLEDGED:
HUMBOLDT BANCORP
Name: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
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Appendix A to Trading Plan
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(SEC Rule 10b5-1)
[Instructions for Sale or Purchase of Stock of the Issuer]
Client Information: (check applicable boxes)
a) [X] I am [ ] I am not an officer, director or 10% owner of the Issuer.
b) [X] I have [ ] I have not been notified by Issuer that I may be deemed an
"affiliate," as defined in Rule 144 of the Securities Act of 1933.
LONG SHARES HELD ON DEPOSIT:
BUY NUMBER ORIGINAL NATURE OF DATE SPECIFY
OR OF SHARES PURCHASE ACQUISITION OF MARKET ORDER or
SELL DATE SALE/PURCHASE LIMIT PRICE
(for Sales only) (If Limit Price indicate Day
or "Good Until Cancel")
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Sell 30,000 Effective 8/27/03 3,000 shares per week at a
price equal to or more than
$15.00 per share; Any shares
not sold in a given week will
be carried over to the
following week.
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EMPLOYEE STOCK OPTION SHARES (EXERCISE AND SELL):
OPTION GRANT EXERCISE NUMBER OF NUMBER OF DATE OF SPECIFY
TYPE DATE PRICE SHARES SHARES TO SALE MARKET ORDER or
(NQ or TO EXERCISE BE SOLD LIMIT PRICE
ISO) (If Limit Price indicate Day
or "Good Until Cancel")
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N/A
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o Share amounts listed shall be increased or decreased to reflect stock
splits or other similar changes in the Issuer's capitalization that may
occur prior to execution of the trades.
o All market orders are day orders only on a "not held" basis.
o Limit price orders are at the limit price or better, beginning at the
opening of regular market trading hours on the specified trade date and
expiring at the close of regular market trading hours on the trade date,
unless "Good Until Cancel" orders.
o "Good Until Cancel" orders are valid for 60 days and will be automatically
canceled 60 calendar days from the date of the order, or the next trading
day if the 60th day falls on a weekend or holiday, at the close of regular
market trading hours.
o If any employee stock option expiration date is prior to the expiration of
the "Good Until Cancel" order, the order and the corresponding exercise
instructions are automatically canceled on the employee stock option
expiration date.
o For employee stock options, if you specify market order and the market
price on the exercise date does not exceed the exercise price of the
options, the order is automatically canceled.
Name of Client: Xxxxxxxx X. Xxxxx Accepted by: X.X. Xxxxxxxx & Co.
Signature of Signature of
Client: /s/ Xxxxxxxx X. Xxxxx Broker: /s/ Xxxxx X. Xxxx
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Account number: #00000000 Name/Title: Xxxxxxxx X. Xxxxx
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Acknowledged by:
Name of Issuer: Humboldt Bancorp
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: Chief Financial Officer
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