EXHIBIT 10.10
MISSION BANK
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the "Agreement") is made and
entered into effective as of the 27th day of November, 2000, by and between
Mission Bank, a California corporation (the "Bank"), and Xxxxxxx Xxxxxx
("Optionee");
WHEREAS, pursuant to the Mission Bank 1998 Stock Option Plan (the
"Plan"), a copy of which is attached hereto as Exhibit "A", the Board of
Directors of the Bank has authorized granting to Optionee, an incentive stock
option to purchase all or any part of one thousand (1,000) authorized but
unissued shares of the Bank's common stock for cash at the price of Fifteen
Dollars and Seventy Five Cents ($15.75) 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 Board of Directors
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 one thousand
(1,000) shares of the Bank's common stock (hereinafter called "Stock") at the
price of Fifteen Dollars and Seventy Five Cents ($15.75) per share, which price
is not less than one hundred percent (100%) of the fair market value of the
stock (or not less than ten (10%) of the fair market value for Optionee-
shareholders who own more than ten percent (10%) of the total combined voting
power of all classes of stock of the Bank) as of the date of action of the Board
of Directors, granting this option.
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2. EXERCISABILITY. This option shall be cumulatively exercisable as to
number of options granted herein and will vest in equal installments of two
hundred (200) every full year Optionee is an officer of the Bank, over a period
of five (5) years from the date of the grant. If Optionee ceases to be an
officer of the Bank, the option granted hereunder shall no longer accrue.
This option shall remain exercisable as to the Stock until November 27,
2010, (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. Stock as to which this option becomes exercisable pursuant to
the foregoing provision may be purchased at any time prior to expiration of this
option.
3. EXERCISE OF OPTION. This option may be exercised by written notice
delivered to the Bank stating the number of shares with respect to which this
option is being exercised, together with cash in the amount of the purchase
price of such shares. Not less than one (1) share may be purchased at any one
time, 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. NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE. This option
shall not be transferable except by will or by 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 officer 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
Optionee's death 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 by the
applicable laws of descent and distribution or
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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 relationship with the Bank because of
disability, 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.
5. 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.
6. 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.
7. 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. No shares
issuable upon the exercise of this option shall be issued and delivered unless
and until the Bank has fully complied with all applicable requirements of any
regulatory agency having jurisdiction over the Bank, and all applicable
requirements of any exchange upon which stock of the Bank may be listed.
11. NOTICES. Any notice to the Bank provided for in this Agreement
shall be addressed to it in care of its President at its main office and any
notice to Optionee shall be addressed to Optionee's
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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.
12. INCENTIVE STOCK OPTION. This Agreement is intended to be an
incentive stock option agreement as defined in Section 422 of the Code.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
OPTIONEE MISSION BANK
By /s/ Xxx Xxxxxxxx By /s/ RE Xxxxxxxx
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XXX XXXXXXXX XXXXXXX X. XXXXXXXX,
President
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