1
UNITED SECURITY BANCORPORATION
Exhibit 10.1
United Security Bancorporation
1995 Incentive Stock Option Plan
Article I. Purpose
The purpose of this 1995 Incentive Stock Option Plan (the "Plan"), adopted on
the 14th day of March, 1995, is to enable directors, executive officers, key
employees and consultants of United Security Bancorporation and its subsidiaries
(collectively, the "Company") to acquire a proprietary interest in the success
of the Company. The Plan is intended to provide incentives for maximum effort in
the successful operation of the Company, through the grant of options
constituting either incentive stock options within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or non-qualified
options.
Article II. Administration
The Plan will be administered by a compensation committee of the board of
directors (the "Compensation Committee"), which has authority with respect to
the grant of Options under the Plan.
The Compensation Committee will at all times consist of at least three directors
of the Company appointed by the Company's board of directors. Members of the
Compensation Committee may receive options under the Plan, provided such options
are awarded strictly in accordance with the provisions applicable to such
members set forth in the Article II. Under no circumstances may members of the
Compensation Committee receive options under the Plan on a discretionary or
other basis during the period they are a member of the committee or for a period
of one prior year to becoming a member. Any purported grant of an option to a
member of the Compensation Committee other than as provided in Article II shall
be void and of no force or effect.
A majority of the members of the Compensation Committee shall constitute a
quorum, and acts of a majority of the members present at any meeting of the
Compensation Committee at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be deemed to be valid acts of the
Committee. The Compensation Committee shall select one of its members to serve
as chairman, and shall appoint one of its members a secretary, who shall
maintain a record of its actions and decisions. The Compensation Committee
shall, within the confines of its authority:
(a) determine which of the eligible participants in the Plan shall
be granted options, when such options shall be granted and the
number of shares and terms with respect to each such option;
(b) prescribe rules and regulations for administering the Plan; and
(c) decide any questions arising as to the interpretation or
application of any provision under the Plan.
Grants of options under the Plan to members of the Compensation Committee shall
be determined exclusively by an executive remuneration committee (the "Executive
Remuneration Committee") comprised of persons who at the time, and for a period
of two years prior thereto, are or were not directors or executive officers of
the Company or any of its affiliates, or otherwise employed by the Company or
any of such affiliates other than in the capacity of an outside attorney,
accountant or other professional. The Executive Remuneration Committee.
In determining grants of options under the Plan to executive officers of the
Company and to directors and executive officers of the Company's subsidiaries
who, in each case, are not also directors of the Company, the Compensation
Committee shall consider the then-current cash and non-cash compensation of such
director or executive officer, the value of such person's unexercised
in-the-money options granted pursuant to the Plan or any other equity-based
compensation plan of the Company, such person's position with the Company, the
tenure of such person's employment by the Company (or the tenure of his or her
service as a director, if not
61
2
UNITED SECURITY BANCORPORATION
employed by the Company), the degree to which such person has met the objectives
established for it by the board of directors.
In determining grants of options to eligible participants in the Plan who are
not also directors or executive officers of the Company, the Compensation
Committee shall consider such person's position with the Company, the tenure of
such person's employment by the Company, and the degree to which such person has
met the objectives established for him or her by the Company.
The Executive Remuneration Committee shall have full discretion in determining
the amount and terms of options to be granted to members of the Compensation
Committee, and shall not be bound to consider the recommendations of management
of the Company or the extent to which options have been awarded to other
eligible participants in the Plan by the Compensation Committee.
The determination of the Compensation Committee or the Executive Remuneration
Committee, as the case may be, as to any of these matters shall be final and
binding upon all persons whosoever and shall be reported to the board of
directors at its next ensuing meeting. The Compensation Committee and the
Executive Remuneration Committee shall hold meetings from time to time, as they
may determine, provided, however, that so long as options remain available for
issuance pursuant to the Plan, the Compensation Committee (but not the Executive
Remuneration Committee) shall convene a meeting at least quarterly. Members of
the Compensation Committee and the Executive Remuneration Committee shall
receive cash compensation for each meeting of the committee at which they are
present, in such amounts as shall be determined by the Company's board of
directors. Such amount may be adjusted from time-to-time, or at any time, by the
board of directors of the Company, however no such adjustment shall be
retroactive.
Article III. Eligibility.
The persons who shall be eligible to receive grants of options pursuant to the
Plan shall be such of the directors, executive officers, key employees and
consultants of the Company as may be selected from time-to-time by the
Compensation Committee. Options granted pursuant to the Plan shall either be
incentive stock options within the meaning of Section 422 of the Code or
non-qualified options.
A grantee of an option under the Plan may hold more than one option hereunder,
but only on the terms and conditions hereinafter set forth. Notwithstanding any
of the other provisions of the Plan, incentive stock options shall not be
granted hereunder to an individual who then owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company, or of a parent or of a subsidiary corporation (as those terms are
defined in Section 425 of the Code) of the Company, with such ownership to be
determined by application of the attribution rules under the Code. This
limitation shall not preclude the granting of non-qualified options to persons
holding more than ten percent of the Company's stock.
Article IV. Stock to Be Issued Under The Plan.
The stock to be issued upon the exercise of options granted under the Plan shall
be shares of the common stock, without par value, of the Company (the "Common
Stock"), which may either be authorized and unissued shares or issued shares
held in or hereafter acquired for the treasury of the Company. The aggregate
number of shares of Common Stock which may be issued under options granted
hereunder shall not exceed eight percent (8%) of the Common Stock then
outstanding or deemed outstanding, or 200,000 shares, whichever is less. In the
event that any outstanding option under the Plan expires or is terminated, the
shares of Common Stock allocable to the unexercised portion of such option may
again be subject to an option under the Plan.
The Company shall not be required to issue or deliver any certificate for shares
of Common Stock purchased upon the exercise of all or any portion of an option
granted under the Plan
62
3
UNITED SECURITY BANCORPORATION
unless such issuance is made (i) pursuant to an effective registration statement
under the Securities Act of 1933, as amended (the "Securities Act") or an
exemption from the registration requirements of the Securities Act, and (ii)
upon completion of any registration or other qualification of such shares, or
upon procurement of an exemption therefrom, under any other state, federal or
provincial law or ruling or regulation of any governmental regulatory body or
stock exchange that the Company shall, in its sole discretion, determine to be
necessary or advisable.
Article V. Terms and Conditions of Options.
Each option granted under the Plan shall be evidenced by an agreement in writing
which shall be subject to such amendment and modification as the Compensation
Committee from time-to-time, or at any time, shall deem necessary to comply with
applicable law or regulation, and which shall contain, in such form and with
such other provisions as the Compensation Committee shall from time-to-time
determine, provisions which comply with the following terms and conditions:
(a) The Number of Shares. Each option shall state the number of
shares of Common Stock to which it pertains.
(b) Option Price. Each option shall state the option price per share
of Common Stock, which shall be equal to the fair market value
of one share of Common Stock on the date the option is granted.
The Committee shall have full authority to determine the fair
market value of a share of Common Stock; provided, however, that
so long as the Common Stock is traded on the Nasdaq Stock
Market, such fair market value shall be deemed to be the
arithmetical mean between the closing bid and asked prices as
reported by such market.
(c) Medium and Time of Payment. The option price shall be payable in
United States dollars upon exercise of the option, unless the
Compensation Committee determines otherwise, and the exercise of
any option and the delivery of the option shares shall be
contingent upon receipt by the Company of the full purchase
price paid in cash or by check. The foregoing notwithstanding,
the Company may from time-to- time or at any time advance funds
to the holder of an option granted under the Plan for the sole
purpose of enabling such holder to exercise such option;
provided, however, that such advance is evidenced by a writing,
matures by its terms in no more than thirty (30) days and is
secured by a pledge of the Common Stock (and the proceeds of the
sale thereof) to be received upon the exercise of the option.
(d) Term and Exercise of Options. Each option shall state the period
of time during which the option may be exercise; provided,
however, that, anything contained herein to the contrary
notwithstanding, no option granted hereunder shall be
exercisable after the expiration of ten years from the date of
grant of such option. Subject to the terms of the Plan, any
option may be exercised, in whole or in part, from time to time,
as to one or more whole shares of Common Stock covered by the
option.
(e) Maximum Value of Stock with Respect to Which Options Are
Exercisable for First Time in Any Calendar Year. In the event
the aggregate fair market value (determined at the time the
option is granted) of Common Stock with respect to which options
are exercisable hereunder for the first time by any eligible
employee during any one calendar year (under the Plan and all
other stock option plans of the Company or any parent or
subsidiary corporation) shall exceed one hundred thousand
dollars ($100,000), such options shall be treated as options
which are not incentive stock options, taking options into
account in the order in which they were granted. In the case of
an option that is to be treated in part as an incentive stock
option and in part as a non-qualified stock option, the Company
may designate the shares of Common Stock that are to be treated
as stock acquired pursuant to exercise of an incentive stock
63
4
UNITED SECURITY BANCORPORATION
option by issuing a separate certificate for such shares and
identifying the certificate as incentive stock option shares in
the Company's stock transfer records.
(f) Transfer of Option. Neither the whole nor any part of any option
shall be transferable by the optionee or by operation of law
during such optionee's lifetime, and at such optionee's death an
option or any part thereof shall only be transferable by such
optionee's will or by the laws of descent and distribution. An
option may be exercised during the lifetime of the optionee only
by the optionee. Any option, and any and all rights granted to
an optionee thereunder, to the extent not therefore effectively
exercised, shall automatically terminate and expire upon any
sale, transfer or hypothecation, or any attempted sale, transfer
or hypothecation of such option or rights, or upon the
bankruptcy or insolvency of the optionee.
(g) Termination of Employment. No option intended to qualify as an
incentive stock option may be exercised after the termination of
the employment of the optionee with the Company except as
hereinafter provided, specifically subject, however, to the
provisions of paragraph (d) of this Article V:
(1) Retirement. Options granted under the Plan may be exercised
within six (6) months after the Retirement (as hereinafter
defined) of the optionee, and the options shall be exercisable
for all of the shares covered thereby. For purposes of the Plan,
"Retirement" shall mean any termination of employment with the
Company occurring after the completion of ten (10) years of
service with the Company and the attainment of age sixty (60) by
the optionee.
(2) Disability. Options granted under the Plan may be exercised
within one (1) year after the termination of the employment of
the optionee by reason of the Disability (as hereinafter
defined) of the optionee, and the options shall be exercisable
for all of the shares covered thereby. For purposes of the Plan,
an optionee shall be deemed have incurred a "Disability" if a
disinterested duly licensed medical doctor appointed by the
Company determines that the optionee is totally and permanently
prevented, as a result of physical or mental infirmity, injury
or disease, either occupational or nonoccupational in cause,
from holding the job or position with the Company or engaging in
the employment activity, or a comparable job or employment
activity with the Company, which the optionee held or
customarily engaged in prior to the occurrence of the disability
(provided, however, that disability hereunder shall not include
any disability incurred or resulting from the optionee's having
engaged in a criminal act or enterprise, or any disability
consisting of or resulting from the optionee's chronic
alcoholism, addiction to narcotics or an intentionally
self-inflicted injury).
(3) Death.
(i) If an optionee shall die while employed by the Company or
within three (3) months after termination of employment with the
Company by reason of Retirement or Disability, the options
granted under the Plan to such deceased optionee shall be
exercisable within one (1) year after the date of the optionee's
death, and the options shall be exercisable for all of the
shares covered thereby.
(ii) The legal representative, if any, of the deceased
optionee's estate, otherwise the appropriate legatees or
distributees of the deceased optionee's estate, may exercise the
option on behalf of such a deceased optionee.
(4) Involuntary Termination of Employment. Options granted under
the Plan may be exercised within thirty (30) days after the
Involuntary
64
5
UNITED SECURITY BANCORPORATION
Termination of Employment (as hereinafter defined) of the
optionee with the Company, but the options may not be exercised
for more than the number of shares, if any, as to which the
options were exercisable by the optionee immediately prior to
such termination of employment, as determined by reference to
the terms and conditions specified at the time such options were
granted. For purposes of the Plan, "Involuntary Termination of
Employment" shall mean any termination of an optionee's
employment with the Company by reason of discharge, firing or
other involuntary termination of an optionee's employment by
action of the Company other than an involuntary termination for
cause as described in subparagraph (6) of this subparagraph (g).
(5) Voluntary Termination of Employment. Options granted under
the Plan may be exercised within thirty (30) days after the
Voluntary Termination of Employment (as hereinafter define) of
the optionee with the Company, but the options may not be
exercised for more than the number of shares, if any, as to
which the options were exercisable by the optionee immediately
prior to such termination of employment, as determined by
reference to the terms and conditions specified at the time such
options were granted. For purposes of the Plan "Voluntary
Termination of Employment" shall mean any voluntary termination
of employment with the Company by reason of the optionee's
quitting or otherwise voluntarily leaving the Company's employ
other than a voluntary termination of employment by reason of
Retirement or voluntary termination of employment constituting a
termination for cause as described in subparagraph (6) of this
subparagraph (g).
(6) Termination for Cause. Anything contained herein to the
contrary notwithstanding, if the termination of an optionee's
employment with the Company is as a result of or caused by the
optionee's theft or embezzlement from the Company, the violation
of a material term or condition of his or her employment, the
disclosure by the optionee of confidential information of the
Company, conviction of the optionee of a crime of moral
turpitude, the optionee's stealing trade secrets or intellectual
property owned by the Company, any act by the optionee in
competition with the Company, or any other act, activity or
conduct of the optionee which in the opinion of the board of
directors is adverse to the best interests of the Company, then
any options and any and all rights granted to such optionee
thereunder, to the extent not yet effectively exercised, shall
become null and void effective as of the date of the occurrence
of the event which results in the optionee ceasing to be an
employee of the Company, and any purported exercise of an option
by or on behalf of said optionee shall following such date shall
be of no effect.
(h) Modification of Exercise Period upon Termination of Employment.
The provisions of paragraph (g), above, to the contrary
notwithstanding, the Compensation Committee may, for good cause
and in its discretion, extend the period of time within which
options held by such optionee may be exercised; provided,
however, that in no event shall any such extension exceed by a
factor of two the amount of time otherwise provided in paragraph
(g) for the exercise of such options and provided, further, that
no such extension may be granted to an optionee whose employment
with the Company is terminated for cause.
(i) Acceleration. The Compensation Committee may, in the case of
merger, consolidation, dissolution or liquidation of the
Company, accelerate the exercise date of any option for any or
all of the Common Stock covered thereby (but still giving
optionees a reasonable period of time to exercise any
outstanding options prior to the accelerated expiration date)
and
65
6
7
UNITED SECURITY BANCORPORATION
may, in the case of merger, consolidation, dissolution or
liquidation of the Company, or in any other case in which it
feels it is in the Company's best interest, accelerate the date
or dates on which any option or any part of any option shall be
exercisable for any or all of the shares covered thereby.
(j) Rights as a Shareholder. An optionee shall have no rights as a
shareholder with respect to any Common Stock covered by any of
said optionee's options until the date the Company receives
payment in full for the purchase of said shares (or, in
instances where the exercise price of the options has been
advanced by the Company, upon repayment in full of such advance,
together with interest) pursuant to the effective exercise of
said option. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior
to the date such payment is received by the Company, except as
provided in Article VII.
(k) Documents to be Delivered to Optionees. Upon the grant of an
option hereunder to an optionee, there shall be delivered to the
optionee written information describing the options granted
hereunder and the Common Stock covered by the options, together
with such other information or documents as the Company or the
Compensation Committee shall deem necessary or advisable.
(l) Compliance with Securities Act. Notwithstanding anything herein
to the contrary, options shall always be granted and exercised
in such a manner as to conform to the requirements of the
Securities Act and the rules and regulations promulgated
thereunder.
(m) Other provisions. The option agreements authorized under the
Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of options, as the
Compensation Committee shall deem advisable and, in any event,
all such option agreements shall contain such limitations and
restrictions upon the exercise of options as shall be necessary
in order that such options will be incentive stock options as
defined in Section 422A of the Code, or to conform to any change
in the law.
Article VI. Notice of Intent to Exercise Options.
An optionee desiring to exercise an option granted hereunder as to all or a
portion of the Common Stock covered thereby must, in order to so exercise the
option, notify the Company in writing to that effect, specifying the number of
shares of Common Stock to be purchased, in a form satisfactory to the
Compensation Committee.
Article VII. Stock Dividend-Recapitalization-Consolidation.
If any stock dividend shall be declared upon the Common Stock or if the Common
Stock shall hereafter be subdivided, consolidated or changed into other
securities of the Company or a successor corporation to the Company, then, in
each such event, shares of Common Stock which would be delivered pursuant to
exercise of any options shall, for the purpose of adjusting the number and kind
thereof, be treated as though outstanding immediately prior to the occurrence of
such event, and the purchase price to be paid therefor shall be appropriately
adjusted to give effect thereto.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, or to merge or
to consolidate, or to dissolve, liquidate, sell or transfer all or any part of
its business and assets.
66
8
UNITED SECURITY BANCORPORATION
VIII. Expiration and Termination of Plan.
Options may be granted pursuant to the Plan only within ten (10) days following
the later to occur of the date on which the Plan is adopted by the board of
directors and the date on which the Plan is approved by the shareholders of the
Company.
Options may be granted under the Plan at any time until the Plan is terminated
by the Board of Directors or until such earlier date when termination of the
Plan shall be required by applicable law. If not sooner terminated, the Plan
shall terminate automatically on May 23, 2005, which is ten (10) years from the
date on which the Plan was approved by the shareholders of the Company.
Article IX. Amendment of the Plan.
The board of directors may, insofar as permitted by law, including the
provisions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act"), from time-to-time, with respect to any shares of Common
Stock at the time not subject to outstanding options, suspend or discontinue the
Plan or revise or amend it in any respect whatsoever, except that, without
approval of the holders of a majority of the Common Stock of the Company, no
such revision or amendment shall: change the number of shares of Common Stock
subject to the Plan (except as may occur as a result of an occurrence described
in Article VII); remove the administration of the Plan from the Compensation
Committee; or render any member of the Compensation Committee eligible to
receive an option under the Plan while serving thereon or for a period of one
year prior thereto. Furthermore, the Plan may not, without the approval of the
holders of a majority of the Common Stock of the Company, be amended in any
manner that will cause options issued under it, other than non-qualified
options, to fail to meet the requirements of incentive stock options as defined
in Section 422A of the Code or which would result in a failure to comply with
any applicable requirements of the Securities Act or rules or regulations
adopted thereunder.
Article X. Basis for Awards
The granting of any option under the Plan shall be entirely in the discretion of
the Compensation Committee and nothing herein contained shall be construed to
give any employee any right to participate under the Plan or to receive any
option under it.
Neither the adoption and maintenance of the Plan nor the granting of an option
pursuant to this Plan shall be deemed to constitute a contract of employment
between the Company and any employee, or to be a condition of the employment of
any person. Nothing herein contained shall be deemed to give any employee the
right to be retained in the employ of the Company, interfere with the right of
the Company to discharge or retire any employee at any time, be deemed to give
to the Company the right to require an employee to remain in its employ, or
interfere with the employee's right to terminate his or her employment at any
time. Similarly, nothing in the Plan shall be deemed to limit or override the
right of the shareholders to remove or replace a director of the Company, or to
give rise to a claim by any director for options awarded after the termination
of his or her service as a director.
The granting of an option shall impose no duty upon the optionee to exercise
such option.
Article XI. Government Regulations.
The Plan and the granting and exercise of any option hereunder, and the
obligations of the Company to sell and deliver Common Stock under any such
option, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies as may be required.
Article XII. Proceeds from Sale of Stock.
Proceeds received by the Company from the sale of Common Stock issued upon the
exercise of an option shall be for the general business purposes of the Company.
67
9
UNITED SECURITY BANCORPORATION
Article XIII. Reporting Requirements.
The Compensation Committee shall furnish each optionee hereunder with such
information relating to the exercise of any option granted hereunder to said
optionee as is required under the Code and applicable state and federal
Securities laws.
Article XIV. Approval of Shareholders.
No option granted hereunder shall be exercisable until the Plan is approved by
the holders of a majority of the outstanding shares of the Common Stock of the
Company. The Plan was approved by the board of directors of the Company on March
14, 1995. The Plan was also approved by holders of a majority of the outstanding
shares of the Common Stock of the Company on May 24, 1995 solely for purposes of
conforming the Plan to the requirements of the Code and Rule 16b-3 of the
Exchange Act.
Article XV. Interpretations.
The terms of the Plan are subject to all present and future regulations and
rulings of the Secretary of the Treasury or his delegate relating to the
qualification of incentive stock options under Section 422 of the Code. If any
provision of the Plan conflicts with any such regulation or ruling, that
provision of the Plan shall be null and void.
UNITED SECURITY BANCORPORATION
/s/ William C. Dashiell
William C. Dashiell, its President
68
10
UNITED SECURITY BANCORPORATION
Form of 1995 Incentive Stock Option Plan Agreement
UNITED SECURITY BANCORPORATION
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is entered into by and between United Security Bancorporation
(the "Company") and _________________________ ("Employee/Director"). The Company
and Employee/Director agree as follows:
Pursuant to the Company's Incentive Stock Option Plan as presently in effect
(the "Plan"), the Company hereby grants to Employee/Director an irrevocable
incentive stock option to purchase _____ shares of common stock of the Company
at an option price of $______ per share, payable in cash. Adjustments for
dividends: the option price for the common shares under option to the
Employee/Director will be adjusted with any stock dividend, by the percentage
amount of that dividend (i.e., a five percent [5%] stock dividend would decrease
the option price five percent [5%] by multiplying the option price by 95% to
obtain the adjusted option price). The original number of shares optioned does
not change with the declaration of a stock dividend).
The date of grant of this option is ___________________________. This option
shall terminate on ___________________________ unless sooner terminated by
reason of death, disability or other termination of status as an
Employee/Director, as provided in the Plan.
This option shall become exercisable (i.e., vest) as follows: 20% of the total
option upon the signing of this agreement, with an additional 20% per year on
each anniversary of the Option Date. From the date this option (or any portion
thereof) first becomes exercisable through the date of its termination,
Employee/Director may exercise it, in whole or in part at any time and from time
to time. This option may only be exercised if it is exercised in the manner
provided by the plan. Exercise must be by actual delivery to the company of a
written notice of exercise signed by Employee/Director specifying the number of
shares and option price and accompanied by payment of the full amount of the
option price.
All of the terms and conditions of the Plan are incorporated by this reference
as part of this Agreement as if such terms and conditions had been included in
this Agreement.
EXECUTED as of _____________________________.
EMPLOYEE/DIRECTOR:
_______________________________
UNITED SECURITY BANCORPORATION
_______________________________
Richard C. Emery, President/COO
69