EXHIBIT 10 (c)
NORTHERN EMPIRE BANCSHARES
1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Option Agreement.
I. NOTICE OF STOCK OPTION GRANT
[name of optionee]
You have been granted an option to purchase Common Stock of
Northern Empire Bancshares (the "Company"), subject to the terms and
conditions of the Plan and this Option Agreement, as follows:
Grant Number
Date of Grant
Vesting Commencement Date
Exercise Price Per Share
Total Number of Shares
Covered by Option
Total Exercise Price
Type of Option _____ Incentive Stock Option
_____ Nonstatutory Stock Option
Term/Expiration Date
Vesting Schedule
Acceleration of Vesting on Death or Disability
Subject to the Optionee continuing to be an Employee or Director on such
dates, this Option shall vest and become exercisable in accordance with
the following schedule:
Termination Period Upon
Termination of Relationship
Other than on Death or Disability
Termination Period Upon Death
or Disability
II. AGREEMENT
1. Grant of Option. The Plan Administrator of the Company hereby
grants to the Optionee named in the Notice of Grant attached as Part I
of this Agreement (the "Optionee"), an option (the "Option") to purchase
the number of Shares, as set forth in the Notice of Grant, at the
exercise price per share set forth in the Notice of Grant (the "Exercise
Price"), subject to the terms and conditions of this Agreement and the
terms and conditions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the terms and conditions
of the Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan shall prevail.
If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code. However, if this Option is intended to be
an Incentive Stock Option, to the extent that it exceeds the $100,000
limitation of Code Section 422, it shall be treated as a Nonstatutory
Stock Option.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable during its
term in accordance with the Vesting Schedule set out in the
Notice of Grant and the applicable provisions of the Plan and
this Option Agreement. In the event of Optionee's death,
Disability or other termination of Optionee's employment or
service as a director, the exercisability of the Option is
governed by the applicable provision of the Plan and this Option
Agreement.
(b) Method of Exercise. This Option is exercisable by delivery
of an exercise notice, in the form attached hereto as Exhibit A
(the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of
which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company. The
Exercise Notice shall be accompanied, or followed within 15 days
by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt
by the Company of such fully exercised Exercise Notice
accompanied by such aggregate Exercise Price.
No shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with Applicable Laws.
3. Method of Payment. Payment must be made by the fifteenth (15th)
day after the notice of exercise. Payment of the aggregate Exercise
Price shall be by any of the following, or a combination thereof, at the
election of the Optionee:
(a) cash; or
(b) check; or
(c) a properly executed promissory note (the "Note") and
security agreement securing payment of the Note, in the forms
attached hereto as Exhibit B and C, respectively, with the Note
in the amount of the aggregate Exercise Price of the Exercised
Shares and bearing interest at a rate no less than the applicable
federal rate prescribed under the Code and its regulations for
the month of the exercise most recently announced by the Internal
Revenue Service; or
(d) other Shares, which (A) in the case of Shares acquired upon
the exercise of an option, have been owned by the Optionee for
more than six (6) months on the date of surrender, and (B) have a
Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said Option is to be
exercised; or
(e) delivery of a properly executed exercise notice together
with such other documentation as the Administrator and the
broker, if applicable, shall require to effect an exercise of the
Option and delivery to the Company of the sale or loan
proceeds required to pay the exercise price.
4. Limitation on Transferability of Option. Except as set forth in
this Section, this Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee. If this
Option is not an ISO, this Option may be transferred by the Optionee
only to a member of his or her immediate family ("Family Member"), and
may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any other manner by the Optionee or by a Family Member to
whom such Option has been transferred, other than by will or by the
laws of descent or distribution and may be exercised, during the
lifetime of the Optionee or Family Member, only by the Optionee or such
Family Member.
5. Term of Option. Subject to the terms of the Plan with respect to
the exercise this Option in the event of the disability or death of the
Optionee, this Option may be exercised only within the term set forth in
the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement.
6. No Guarantee of Continued Service. Optionee acknowledges and
agrees that this agreement, the transactions contemplated hereunder and
the vesting schedule set forth herein do not constitute an express or
implied promise of continued engagement as a employee or director, for
any period or at all, and shall not interfere with Optionee's right
or the Company's right to terminate Optionee's relationship as an
employee or director at any time, with or without cause.
7. Entire Agreement, Governing Law. The Plan is incorporated herein
by reference. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
superseded in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof,
and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and the Optionee. This
agreement is governed by California law except for that body of laws
pertaining to conflict of laws.
By signing below, you and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and
this Option Agreement. Optionee has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Option Agreement and fully
understands all provisions of the Plan and Option Agreement. Optionee
hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to
the Plan and Option Agreement. Optionee further agrees to notify the
Company upon any change in the residence address indicated below.
OPTIONEE: NORTHERN EMPIRE BANCSHARES, INC.
________________________ by: _______________________
(signature) _______________________
_______________________
________________________ (name and title)
________________________ (residence address)
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby approves
the terms and conditions of the Plan and this Option Agreement. In
consideration of the Company's granting his or her spouse the rights to
purchase Shares as set forth in the Plan and this Option Agreement, the
undersigned hereby agrees to be irrevocably bound by the terms
and conditions of the Plan and this Option Agreement and further agrees
that any community property interest shall be similarly bound. The
undersigned hereby appoints the undersigned's spouse as attorney-in-fact
for the undersigned with respect to any amendment or exercise of rights
under the Plan or this Option agreement.
__________________________________
Spouse of Optionee
EXHIBIT A
1997 STOCK OPTION PLAN
EXERCISE NOTICE
Northern Empire Bancshares
000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xx 00000
Attention: _____________
1. Exercise of Option. Effective as of __________, 199__, (which
date must be within fifteen (15) days of the date of this Notice) the
undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Shares") of the Common Stock of Northern Empire Bancshares
(the "Company") under and pursuant to the 1997 Stock Option Plan (the
"Plan") and the Stock Option Agreement dated ________________
(the "Option Agreement"). The purchase price for the shares shall be
$____, as required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company
the full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that
Purchaser has received, read and understood the Plan and the Option
Agreement and agrees to abide by and be bound by their terms and
conditions.
4. Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate for the
number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in
Section 12 of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchase represents that Purchaser has
consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and Option Agreement
are incorporated herein by reference. This Agreement, the Plan and the
Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof, and may not be modified
adversely to the Purchaser's interest except by means of a writing
signed by the Company and Purchaser. This agreement is governed by
California law except for that body of law pertaining to conflict of
laws.
Submitted by: Accepted by:
PURCHASER: NORTHERN EMPIRE BANCSHARES
___________________________ By_____________________________
Signature
___________________________ Its_____________________________
Print Name
Address Address
_________________________ 000 Xxxxxx Xxxxxx
_________________________ Santa Rosa, CA 95404
