EXHIBIT 10.6
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF MISSION
BANK'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE MISSION BANK 1998 STOCK
OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF MISSION BANK.
MISSION BANK
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the "Agreement") is made and
entered into as of the 1st day of July, 2001, by and between Mission Bank, a
California corporation (the "Bank"), and Xxxx Xxxxxx ("Optionee");
WHEREAS, pursuant to the Mission Bank 1998 Stock Option Plan (the
"Plan"), a copy of which is attached hereto, 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 Sixteen Dollars and No Cents ($16.00) 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 Sixteen Dollars and No Cents ($16.00) per share, which price is not
less than one hundred percent (100%) of the fair market value of the stock (or
not less
1
than 110% 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.
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) over a period of five (5) years from the date of the grant.
This option shall remain exercisable as to all of such shares until
July 1, 2011, (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. Shares 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. CESSATION OF EMPLOYMENT. Except as provided in Paragraphs 2 and 5
hereof, if Optionee shall cease to be an employee of the Bank or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to time (the "Code")], this option shall expire three (3) months thereafter.
During the three (3) month period this option shall be exercisable only as to
those installments, if any, which had
2
accrued as of the date when the Optionee ceased to be an employee of the Bank or
a subsidiary corporation.
5. TERMINATION OF EMPLOYMENT FOR CAUSE. If Optionee's employment with
the Bank or a subsidiary corporation is terminated for cause, this option shall
expire immediately, unless reinstated by the Board of Directors within thirty
days (30) days of such termination by giving written notice of such
reinstatement to Optionee at his or her last known address. In the event of such
reinstatement, Optionee may exercise this option only to such extent, for such
time, and upon such terms and conditions as if Optionee had ceased to be an
employee of the Bank or a subsidiary corporation upon the date of such
termination for a reason other than cause, death or disability. Termination for
cause shall include, but not be limited to, termination for malfeasance or gross
misfeasance in the performance of duties or conviction of a crime involving
moral turpitude, and, in any event, the determination of the Board of Directors
with respect thereto shall be final and conclusive.
6. 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 employee 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 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
3
Optionee ceased to be an employee of the Bank or a subsidiary corporation.
If Optionee terminates his or her employment 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.
7. EMPLOYMENT. This Agreement shall not obligate the Bank or a
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in any way with the right of the Bank or a subsidiary corporation to reduce
Optionee's compensation.
8. 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.
9. 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.
10. 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
4
in care of its President at its main office and any notice to Optionee shall be
addressed to Optionee's 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/ Xxxxxxx Xxxxxx By /s/ RE Xxxxxxxx
------------------------------- -------------------------------
Xxxxxxx Xxxxxxxx, President/CEO
5
