Exhibit 99.9
SAN XXXXXXX BANCORP
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is dated the ______ day of ________________, ______, by and
between San Xxxxxxx Bancorp, a California corporation (the "Company"), and
___________ ("Optionee").
WHEREAS, pursuant to the San Xxxxxxx Bancorp 1999 Stock Incentive Plan (the
"Plan"), the Company wishes to grant to Optionee an option to purchase shares of
the common stock of the Company, upon the terms and conditions provided herein;
and
WHEREAS, all capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Plan.
NOW, THEREFORE, it is hereby agreed:
1. Grant of Option. Subject to the terms and conditions set forth in the
Plan and this Agreement, the Company hereby grants to Optionee an option to
purchase all or any part of _______________ Common Shares (the "Option") for the
purchase price of $_________ per Share (the "Exercise Price").
2. Exercisability. The Option shall become exercisable with respect to the
Shares underlying the Option, as follows:
20% of the Shares on ____________ 20% of the Shares on ______________
20% of the Shares on ____________ 20% of the Shares on ______________
20% of the Shares on ____________
The Option shall remain exercisable until the date that is ten (10)
years from the date of this Agreement, unless the Option has otherwise expired
or terminated earlier in accordance with the provisions hereof; provided,
however, if the Optionee possesses more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, or of any Parent
or Subsidiary, on the date of this Agreement, then the Option shall remain
exercisable until the date that is five (5) years from the date of this
Agreement, unless the Option has otherwise expired or terminated earlier in
accordance with the provisions hereof. Shares as to which the Option becomes
exercisable pursuant to the foregoing provision may be purchased at any time
prior to expiration of the Option. Notwithstanding the preceding provisions of
this paragraph, upon receipt of notice from the Board of the pendency of
dissolution or liquidation of the Company, or a reorganization, merger, or
consolidation of the Company with one or more corporations as a result of which
the Company will not be the surviving corporation, or sale of substantially all
the assets and property of the Company to another person, or in the event of any
other transaction involving the Company where there is a change in ownership of
the Company of at least twenty-five percent (25%), except as may result from a
transfer of shares to another corporation in exchange for at least eighty
percent (80%) control of that corporation (a "Terminating Event"), the Option
shall be exercisable in full and not only as to those shares with respect to
which installments, if any, have then accrued. Upon the date specified in said
notice, the Option or any portion hereof not exercised shall terminate, unless
provision is made in connection with the Terminating Event for assumption of the
Option or for substitution of the Option with new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation thereof,
with appropriate adjustments as to number and kind of shares and prices.
3. EXERCISE OF OPTION. The Option may be exercised by ten (10) days'
written notice delivered to the Company (in the form prescribed by the
Committee), stating the number of Shares with respect to which the Option is
being exercised, together with cash in the amount of the Exercise Price for such
Shares. 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 the
Option. Upon exercise, Optionee shall make appropriate arrangements and shall be
responsible for the withholding of any federal and state taxes then due. In lieu
of cash, Optionee may surrender to the Company a number of Shares, owned by
Optionee for more than six (6) months at the time of surrender, having the same
aggregate Fair Market Value as the aggregate Exercise Price for the number of
Shares with respect to which the Option is being exercised.
4. CESSATION OF EMPLOYMENT. If Optionee shall cease to be employed by the
Company, or any Parent, Subsidiary or Affiliate, for any reason other than
Optionee's death or disability, the Option shall expire thirty (30) days
thereafter, or on the expiration date specified in Section 2 hereof, whichever
is earlier. Before such expiration, Optionee shall have the right to exercise
the Option as to those Shares with respect to which installments, if any, had
accrued under Section 2 hereof. Notwithstanding the foregoing, any transfer of
Optionee's employment between or among the Company, or any Parent, Subsidiary or
Affiliate, will not be deemed a termination of employment for purposes of this
Section 4.
5. NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE. The Option shall
not be transferable, except by will or by the laws of descent and distribution,
and shall be exercisable by Optionee only during his or her lifetime. If
Optionee shall cease to be employed by the Company, or any Parent, Subsidiary or
Affiliate, due to Optionee's death or disability, or if Optionee dies or becomes
disabled during the thirty-day period referred to in Section 4 hereof, the
Option shall expire six (6) months after the date of Optionee's death or
disability, or on the expiration date specified in Section 2 hereof, whichever
is earlier. After Optionee's death but before such expiration, the persons to
whom Optionee's rights under the Option shall have passed, by will or by the
applicable laws of descent and distribution, shall have the right to exercise
the Option as to those Shares for which installments had accrued under Section 2
hereof as of the date of Optionee's death.
6. EMPLOYMENT. This Agreement shall not obligate the Company, or any
Parent, Subsidiary or Affiliate, to employ Optionee for any period, nor shall it
interfere in any way with the right of the Company, or any Parent, Subsidiary or
Affiliate, to reduce Optionee's compensation.
7. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall have no rights as a
stockholder with respect to the Common Shares subject to the Option until the
date of issuance of stock certificates to Optionee. Except as provided in
Section 9 of the Plan, no adjustment will be made for dividends or other rights
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for which the record date is prior to the date such stock certificates are
issued.
8. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
modification and termination in certain events as provided under the terms of
the Plan.
9. NOTIFICATION OF SALE. Optionee agrees that Optionee, or any person
acquiring Shares upon exercise of the Option, will notify the Company not more
than five (5) days after any sale or disposition of such Shares.
10. INCENTIVE STOCK OPTION. The Option is intended to qualify as an ISO
under Section 422 of the Code, and will be interpreted consistent with that
intent to the extent possible under applicable law.
11. LIMITATION ON PAYMENTS. Optionee hereby acknowledges and agrees to the
terms and conditions of Article 12 of the Plan.
12. RECEIPT OF PLAN. Optionee acknowledges that Optionee has received a
complete copy of the Plan, and fully understands its terms and conditions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
SAN XXXXXXX BANCORP
By: ________________________________
--------------------- [NAME OF OPTIONEE]
Name: Address: _______________________
_______________________
Title: _______________________
------------------
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