EXHIBIT 10.17
MID-PENINSULA BANCORP
NONSTATUTORY STOCK OPTION AGREEMENT
FOR OUTSIDE DIRECTORS
Pursuant to the automatic nondiscretionary terms of Section 5 of the
Mid-Peninsula Bancorp 1994 Stock Option Plan (the "Plan"), Mid-Peninsula
Bancorp, a California corporation (the "Company"), hereby grants
to_____________________, (the "Optionee"), an option (the "Option") to purchase
a total of_____________ shares of Common Stock, at the price determined as
provided herein, and in all respects subject to the terms, definitions and
provisions of the Plan. The terms defined in the Plan shall have the same
defined meanings herein.
1. NATURE OF THE OPTION. This Option is intended by the Company and
the Optionee to be a nonstatutory stock option and does not qualify for any
special tax benefits to the Optionee. This option is NOT an Incentive Stock
Option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
2. EXERCISE PRICE. The exercise price is $_______ for each share of
Common Stock, which price is not less than the fair market value per share of
the Common Stock on the date of grant.
3. EXERCISE OF OPTION. This Option shall become vested for exercise
in annual increments of twenty five percent (25%) of the Shares subject to the
option with the first increment vesting on the first anniversary of the date of
grant in accordance with Section 5(c) of the Plan. This Option may not be
exercised for less than ten shares nor for a fraction of a share. In the event
of Optionee's death, disability or other termination of his status as an Outside
Director, the exercisability of the Option is governed by Sections 6, 7 and 8
below.
4. METHOD OF EXERCISE. This Option shall be exercisable by written
notice which shall state the election to exercise the Option and the number of
shares in respect of which the Option is being exercised. Such written notice
shall be signed by the Optionee and shall be delivered in person or by certified
mail to the Secretary of the Company.
No shares will be issued pursuant to the exercise of an Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange or inter-dealer quotation system upon
which the Shares may then be listed or quoted. Assuming such compliance, the
shares shall be considered transferred to the Optionee on the date on which the
Option is exercised with respect to such shares. An Optionee shall have no
rights as a shareholder of the Company with respect to any shares until the
issuance of a stock certificate to the Optionee for such shares.
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5. METHOD OF PAYMENT. Payment of the exercise price shall be by
cash, certified check, official bank check, or by the delivery of previously
owned shares of the Company's Common Stock held for the requisite period to
avoid a charge to the Company's reported earnings and with a fair market value
on the date of surrender equal to the exercise price. In addition, the Optionee
may exercise the Option by delivering to the Company, together with the exercise
notice, (i) a copy of irrevocable written instructions provided by the Optionee
to a designated brokerage firm to effect the immediate sale of the purchased
Shares and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased Shares plus all applicable federal, state and local income and
employment taxes required to be withheld by the Company by reason of such
purchase and (ii) written instructions to the Company to deliver the
certificates for the purchased Shares directly to such brokerage firm in order
to complete the sale transaction.
6. TERMINATION OF STATUS AS AN OUTSIDE DIRECTOR FOR ANY REASON OTHER
THAN DEATH OR DISABILITY. If an Optionee ceases to serve as an Outside
Director, he may, but only within three months after the date he ceases to be
an Outside Director, exercise this Option to the extent that the Option was
vested as of the date of such termination; provided that in no event is the
date of exercise beyond expiration of the Option. To the extent that Optionee
does not exercise this Option within the time specified herein, the Option
shall terminate.
7. DISABILITY OF OPTIONEE. Notwithstanding the provisions of
Section 6 above, if Optionee is unable to continue his service as an Outside
Director as a result of his disability, he may, within 12 months from the date
of termination of such service exercise this Option to the extent the Option was
vested as of the date of such termination; provided that in no event is the date
of exercise beyond expiration of the Option. To the extent that Optionee does
not exercise this Option within the time specified herein, the Option shall
terminate.
8. DEATH OF OPTIONEE. In the event of the death of Optionee while
Optionee is an Outside Director, the Option may be exercised, at any time within
12 months following the date of death by Optionee's estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to
the extent that the Option was vested as of the date of death; provided that in
no event is the date of exercise beyond expiration of the Option. To the extent
that this Option is not exercised within the time specified herein, the Option
shall terminate.
9. NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by him.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
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10. TERM OF OPTION. Subject to earlier termination as provided in
the Plan, this Option shall terminate ten years from the date of grant of this
Option, and may be exercised during such term only in accordance with the Plan
and the terms of this Option.
Date of Grant:
MID-PENINSULA BANCORP
By:
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Xxxxxx X. Xxxxxxxx
Chairman of the Board
DULY AUTHORIZED ON BEHALF OF
MID-PENINSULA BANCORP
Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board of Directors or the Committee upon any
questions arising under the Plan.
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Date (Name)
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