(EXHIBIT 10.4(D))
THE OPTION REPRESENTED BY THIS AGREEMENT MAY BE EXERCISED ONLY IF
THE 1994 STOCK OPTION PLAN HAS BEEN APPROVED BY THE SHAREHOLDERS
HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND
OUTSTANDING SHARES OF THE BANK.
TEHAMA COUNTY BANK 1994 STOCK OPTION PLAN
DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Grant Date:
To:
Tehama County Bank (the "Bank") this day hereby grants to the
undersigned director of the Bank (the "Optionee") a nonstatutory option (the
"Option") to purchase all or any part of ____________ shares of the Common Stock
of the Bank (the "Shares") at the Option Price of ___________ per share under
the Bank's 1994 Stock Option Plan (the "Plan").
THE OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN, ONLY CERTAIN PROVISIONS OF WHICH ARE SUMMARIZED HEREIN. THE COPY OF THE
PLAN ATTACHED TO THIS AGREEMENT SHOULD BE CONSULTED FOR FURTHER UNDERSTANDING OF
THE TERMS AND CONDITIONS OF THE OPTION.
1. OPTION SUBJECT TO TERMS OF THE PLAN.
The Option shall be subject in all respects to the terms and
conditions of the Plan. This agreement (the "Agreement") is not intended to be
or to provide a summary description of the Plan. Optionee's signature herein
represents Optionee's acknowledgement of receipt of a copy of the Plan. Any
dispute or disagreement which shall arise under or as a result of or pursuant to
this Agreement shall be finally and conclusively determined in the sole
discretion of the committee appointed by the Board of Directors of the Bank to
administer the Plan (the "Committee"), and such determination by the Committee
shall be binding upon all parties.
2. APPROVAL OF PLAN BY SHAREHOLDERS.
Exercise of the Option is conditioned upon approval of the Plan
by the shareholders of the Bank in accordance with the requirements of the
Superintendent of Banks of the State of California.
3. SIGNATURE ON OPTION AGREEMENT.
The Option cannot be exercised unless the Optionee executes this
Agreement by signature in the place provided below and returns it to the
Secretary of the Bank before the close
of business on the 90th day after the grant date of this Option. If the
Optionee fails to do so, the Option will terminate and be of no effect.
However, Optionee's execution and delivery of this Agreement will not bind the
Optionee to purchase any of the Shares subject to the Option. Optionee's
obligation to purchase the Shares can arise only when the Option is exercised in
the manner set forth in Section 4 below.
4. EXERCISE OF OPTION.
Subject to the provisions of Section 5 below and this Section 4,
this Option can be exercised by Optionee at any time during a period of sixty
(60) months from the grant date as follows:
(a) The Option may be exercised immediately to the extent of not
more than twenty percent (20%) of the Shares;
(b) After the expiration of twelve (12) months from the grant
date, the Option may be exercised to the extent of not more than forty percent
(40%) of the Shares;
(c) After the expiration of twenty-four (24) months from the
grant date, the Option may be exercised to the extent of not more than sixty
percent (60%) of the Shares;
(d) After the expiration of thirty-six (36) months from the
grant date, the Option may be exercised to the extent of not more than eighty
percent (80%) of the Shares;
(e) After the expiration of forty-eight (48) months from the
grant date, the Option may be exercised to the extent of not more than one
hundred percent (100%) of the Shares.
Any portion of the Option unexercised in whole or part shall
accumulate following its vesting in accordance with the above schedule and may
be exercised by Optionee at any time prior to the expiration of sixty (60)
months from the grant date.
The Option may be exercised by delivering to the Secretary of the
Bank an irrevocable written notice of exercise which shall identify this
Agreement and specify the number of Shares as to which the Agreement is being
exercised, together with (i) payment therefor (including the amount of any tax
due upon exercise) in cash, certified check, official bank check, or the
equivalent thereof acceptable to the Bank, (ii) delivery of other shares of
Common Stock owned by the Optionee and having a fair market value on the date of
surrender not less than the sum of the aggregate exercise price of the Shares as
to which the Option shall be exercised and the amount of any tax required to be
withheld, (iii) delivery of an election to the Bank to withhold a sufficient
number of Shares from the Shares otherwise due upon exercise of the Option
having an aggregate fair market value on the date of exercise not less than the
sum of the exercise price and the amount of any tax required to be withheld,
(iv) any combination of payment or delivery in accordance with (i) through
(iii), or (v) any other consideration or method of payment for the issuance of
Shares permitted under applicable law.
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The Option may also be exercised by means of broker-dealer sale
and remittance procedures which are set forth in subarticle 5(d) of the Plan.
5. TERMINATION OF OFFICE OR EMPLOYMENT.
(a) If Optionee's status as a director of the Bank is terminated
for any reason other than death or permanent and total disability or cause, the
Option may be exercised within three (3) months from the date of such
termination to the extent Optionee shall be entitled to exercise the Option on
the date of termination, but in no event may the Option be exercised after the
expiration of its term specified in Section 4 hereof.
(b) If Optionee is removed as a director of the Bank for "cause"
as defined in the Plan, the Option shall expire at the time notice or advice of
such removal or termination is dispatched by the Bank or an order of removal or
termination is issued by a court or regulatory authority having jurisdiction
thereof, and notwithstanding anything else herein to the contrary, neither
Optionee nor Optionee's estate shall be entitled to exercise the Option after
such removal or termination.
(c) If Optionee dies or becomes permanently and totally disabled
while acting as a director of the Bank, the Option may be exercised in whole or
in part within twelve (12) months from the date of death or permanent and total
disability to the extent that Optionee shall have the right to exercise the
Option on the date of death or permanent and total disability, by Optionee or
Optionee's qualified representative (in the event of mental disability) or by
the duly authorized executor of Optionee's will or by the duly authorized
administrator or special administrator of Optionee's estate (in the event of
death). In no event may the Option be exercised after the expiration of its
term specified in Section 4.
Permanent and total disability shall be deemed to exist only if
the Optionee is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than 12 months. Optionee shall not be considered
to be permanently and totally disabled unless Optionee furnishes proof of the
existence thereof in such form and manner, and at such times, as required by the
Committee pursuant to applicable regulation of the Secretary of the Treasury.
6. NONTRANSFERABILITY OF OPTION.
The Option shall not be transferable except by will or the laws
of descent and distribution, and may be exercised during Optionee's lifetime
only by Optionee or (if Optionee shall be mentally disabled) by Optionee's
qualified representative. Any purported transfer or assignment of the Option
shall be void and of no effect, and shall give the Bank the right to terminate
the Option as of the date of such purported transfer or assignment.
7. ADJUSTMENT OF AND CHANGES IN THE SHARES.
(a) In the event the shares of Common Stock of the Bank, as
presently
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constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Bank or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split, split-up, combination of shares, or otherwise),
or if the number of shares of Common Stock of the Bank shall be increased
through the payment of a stock dividend, the Committee (to the extent that the
Option is unexercised as of the date of such change or exchange) shall
substitute for or add to each share of Common Stock of the Bank subject to the
Option the number and kind of shares of stock or other securities into which
each outstanding share of Common Stock of the Bank shall be so changed, or for
which each share shall be exchanged, or to which each such share shall be
entitled, as the case may be. Such adjustment shall be made without change in
the total price to the unexercised portion of the Option and with a
corresponding adjustment in the Option Price per share.
(b) In the event of (i) a sale, dissolution or liquidation of the
Bank, (ii) a merger or consolidation in which the Bank is not the surviving or
resulting corporation, or (iii) the acquisition by any company, person or group
(whether by a single acquisition or a series of acquisitions) of twenty percent
(20%) or more of the outstanding shares of Common Stock of the Bank (or shares
of stock or other securities which shall be substituted for such shares or to
which such shares shall be adjusted as provided in subarticle (a) above)(a
"Change of Control"), the Committee shall have the power to cause the
termination of every option outstanding hereunder, except that the surviving or
resulting corporation may, in its absolute and uncontrolled discretion, tender
an option or options to purchase its shares on its terms and conditions, both as
to the number of shares and otherwise; provided, however, that in all events the
optionee shall have the right, during a reasonable period of time as determined
by the Committee and prior to such sale, dissolution, liquidation, merger or
consolidation or Change of Control, to notification thereof and to exercise the
optionee's option and purchase Shares subject thereto to the extent of any
unexercised portion of the option, regardless of the vesting provisions of the
option. This right of exercise shall be conditioned in each case upon,
respectively, (i) the execution of a final plan of dissolution or liquidation,
or (ii) the execution of a definitive agreement of merger or consolidation, or
(iii) the filing of a notice of change of control of the Bank involving a Change
of Control as defined hereinabove, pursuant to the Change in Bank Control Act of
1978 (or any similar successor statute), and, if required by law in case (i) or
(ii) above, the approval of such plan or agreement by the shareholders of the
Bank.
(c) In the event of an offer by any person or entity to all
shareholders of the Bank to purchase any or all shares of Common Stock of the
Bank, or shares of stock or other securities which shall be substituted for such
shares or to which such shares shall be adjusted as provided in subsection (a)
above, Optionee shall have the right upon the commencement of such offer to
exercise the Option and purchase shares subject thereto regardless of the
vesting provisions of the Option pursuant to section 4 hereof.
(d) No right to purchase fractional shares shall result from any
adjustment of the Option pursuant to this section. In case of any such
adjustment, the Shares subject to the Option shall be rounded down to the
nearest whole Share. Notice of any adjustment shall be given by the Bank to
Optionee and such adjustment (whether or not such notice is given) shall be
effective and binding upon Optionee.
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8. RIGHTS AS A SHAREHOLDER.
Optionee shall have no rights as a shareholder of the Bank with
respect to any Shares until the date of the issuance of a stock certificate for
such Shares.
9. TAX WITHHOLDING.
Exercise of the Option shall be subject to tax withholding
pursuant to subarticle 5(e) of the Plan. The Bank otherwise undertakes no
obligation and makes no representation to Optionee regarding the effect on
Optionee of the tax laws of any jurisdiction with respect to the grant or
exercise of the Option. It shall be the obligation of Optionee to obtain tax
advice appropriate to Optionee's circumstances.
10. NOTIFICATION OF SALE.
Optionee, or any person acquiring Shares upon exercise of the
Option on behalf of Optionee, shall notify the Bank not more than five (5) days
after any sale or disposition of such Shares.
TEHAMA COUNTY BANK
By:_______________________________
Agreed to this ____ day of _____________ 19__
__________________________________________________
Signature of Optionee
