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EXHIBIT 4.1
ELDORADO BANCORP
1995 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this 1995 Stock Option
Plan (the "Plan") are to attract and retain high quality personnel and to
provide incentives to such personnel and other selected persons to promote the
business and financial success of Eldorado Bancorp and its subsidiaries
(collectively the "Company").
2. Types of Stock Options and Grants. To accomplish these
purposes, the Company is authorized under this Plan to:
(i) grant incentive stock options ("Incentive
Options") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"); and
(ii) grant stock options that do not qualify as
Incentive Options ("Nonqualified Options").
Unless the context clearly indicates otherwise, the term
"Option" shall mean an option to purchase Common Stock of the Company and shall
include both Incentive Options and Nonqualified Options.
3. Shares Subject to the Plan. The stock issuable under this
Plan shall be shares of the Company's authorized but unissued or reacquired
Common Stock ("Common Stock"). The total number of shares of Common Stock
which may be issued under this Plan shall not exceed, in the aggregate, 130,000
shares, subject to adjustment as provided in Section 8 below. If any Option
granted under this Plan can no longer be exercised for any reason, the shares
of Common Stock allocable to the unexercised portion of such Option may again
be subject to grant under the Plan.
4. Eligibility.
(a) Incentive Options. Officers and other key employees
of the Company or any parent or subsidiary corporation of the Company
(including directors if they are also employees of the Company, or a parent or
subsidiary corporation) are eligible for selection to receive Incentive Options
under the Plan.
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(b) Nonqualified Options. Officers, key employees and
members of the Board of Directors (whether or not employed by the Company) of
the Company or of any parent or subsidiary corporation of the Company, are
eligible to be selected to receive Nonqualified Options under the Plan.
5. Administration of the Plan.
(a) Committee. This Plan shall be administered by the
Board of Directors of the Company (the "Board") or by a committee consisting of
two (2) or more directors (the "Committee") appointed from time to time by the
Board. As hereinafter used in this Plan, the term "Committee" shall refer to
the Board if no Committee is then designated.
(b) Powers of the Committee. The Committee shall have
full authority, in its discretion: (i) to determine the persons to whom, and
the time or times at which, Incentive Options and Nonqualified Options shall be
granted, the number of shares to be included therein and the consideration to
be received by the Company upon the exercise thereof; (ii) to interpret the
Plan; (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan; (iv) to determine the form, content, terms and conditions of Options
to be offered under the Plan; (v) to determine the identity or capacity of any
persons who may be entitled to exercise a participant's rights under the Plan;
(vi) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any grant thereunder; (vii) to accelerate the
exercise date of any Option; (viii) to modify or amend any Option agreement
(with the consent of the holder thereof); and (ix) to make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan. Any
action, interpretation or determination by the Committee with respect to the
Plan shall be final and binding on all participants and prospective
participants.
6. Option Price.
(a) Price. The exercise price of Options shall not be
less than 100% of the fair market value of such shares on the date the Option
is granted. Notwithstanding the foregoing, the exercise price of an Incentive
Option granted under the Plan to any person who, at the time of grant, owns or
is deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any parent or subsidiary
corporation of the Company (a "Ten Percent Shareholder"), shall not be less
than 110% of the fair market value of such shares on the date such Incentive
Option is granted. To the extent that an Incentive Option fails in whole or in
part to qualify as an Incentive Option because such limitations applicable to a
Ten Percent Shareholder are not met, such Incentive Option shall, to that
extent, constitute a Nonqualified Option. The exercise price shall be subject
to adjustment as provided in Section 8 below.
(b) Fair Market Value. The "fair market value" of a
share of Common Stock on a specified date shall be determined by the Committee.
If the shares of Common Stock are publicly traded, the "fair market value" as
of such date shall be the closing price of a share of Common Stock on the
principal exchange on which shares of the Company's Common Stock are listed on
such date, or if shares were not traded on such date, then on the next
preceding day
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during which a sale occurred; or, if the shares are not so listed but are traded
in the over-the-counter market, the closing sale price in the NASDAQ National
Market System or the average of the closing bid and asked prices on such date as
reported by NASDAQ or similar entity; or, if none of the above is applicable,
the value of a share as determined by the Committee in good faith for such date
using any reasonable method of evaluation, which determination shall be
conclusive and binding on all interested parties.
7. Terms and Conditions of Options. Each Option granted pursuant
to this Plan shall be evidenced by a written Option Agreement which shall
specify whether the Option is an Incentive Option or Nonqualified Option, the
number of shares included therein and the exercise price per share. Each
Option Agreement shall be in such form (which need not be the same for each
optionee) and contain such provisions as the Committee shall from time to time
approve, but shall comply with and be subject to the following terms and
conditions:
(a) Payment of Exercise Price. The form of consideration
payable upon exercise of an Option, including the method of payment, shall be
determined by the Committee in its sole discretion (and, in the case of an
Incentive Option, shall be determined at the time of grant) and may consist of:
(i) cash, (ii) check, (iii) other shares of Common Stock of the Company owned
by the optionee having a fair market value on the date of exercise equal to the
aggregate exercise price of the shares as to which such Option is exercised,
(iv) provided that a public market for the Company's Common Stock exists,
through a "same day sale" commitment from the optionee and a broker-dealer that
is a member of the National Association of Securities Dealers (an "NASD
Dealer") whereby the optionee irrevocably elects to exercise the Option and to
sell a portion of the shares so purchased to pay for the exercise price and
whereby the NASD Dealer forwards the exercise price directly to the Company,
(v) provided that a public market for the Company's Common Stock exists,
through a "margin" commitment from the optionee and an NASD Dealer whereby the
optionee irrevocably elects to exercise the Option and to pledge the shares so
purchased to the NASD Dealer in a margin account as security for a loan from
the NASD Dealer in the amount of the exercise price, and whereby the NASD
Dealer forwards the exercise price directly to the Company, or (vi) any
combination of the foregoing methods of payment and/or any other consideration
or method of payment as shall be permitted by applicable corporate law.
(b) Term of Option. Each Option granted under the Plan
shall expire within a period of not more than five (5) years from the date of
grant.
(c) Vesting of Options. Each Option shall vest (i.e.,
become exercisable) in one or more installments at such times and under such
conditions as shall be specified in the Option Agreement at the time of grant.
(d) Nontransferability of Options. No Option shall be
assignable or transferable except by will or the laws of descent and
distribution, and during the life of the optionee shall be exercisable only by
such optionee; provided, however, that a Nonqualified Option may be transferred
pursuant to a "qualified domestic relations order" (as defined in the Code).
(e) Limitation on Incentive Options. Notwithstanding any
other provisions of the Plan, the aggregate fair market value (determined in
accordance with the provisions of
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Section 6(b) above at the time the Option is granted) of the shares of Common
Stock with respect to which Incentive Options are exercisable for the first time
by an optionee during any calendar year (under this Plan and all other incentive
stock option plans of the Company and its parent and subsidiary corporations)
shall not exceed $100,000. To the extent that an Incentive Option fails in
whole or in part to qualify as an Incentive Option because such annual
limitations are exceeded, such Incentive Option shall, to that extent,
constitute a Nonqualified Option.
(f) Other Provisions. Any Option Agreement may contain
such other terms, provisions and conditions which are not inconsistent with the
provisions of this Plan, as the Committee in its discretion may determine.
8. Adjustments Upon Changes in Capital Structure, Merger, Etc.
(a) In the event that the number of outstanding shares of
Common Stock of the Company are increased, decreased, changed into or exchanged
for a different number or kind of shares or other securities of the Company by
reason of a stock split, reverse stock split, stock dividend, reclassification
or similar change in the capital structure of the Company, appropriate
adjustments shall be made by the Committee in the aggregate number and kind of
shares subject to this Plan, and the number and kind of shares and the price
per share subject to outstanding Options, to preserve, but not to increase, the
benefits to persons then holding Options.
(b) In the event that the Company at any time proposes to
merge into, consolidate with or enter into any other reorganization (including
the sale of substantially all of its assets) in which the Company is not the
surviving corporation, or, if the Company is to be the surviving corporation
but the shareholders immediately prior to such merger, consolidation or
reorganization will own less than a majority of the shares of the Company
immediately thereafter, the Plan and all unexercised Options shall terminate
upon the effective date of such transaction unless a successor corporation
assumes the outstanding Options, provides substantially similar consideration
to the Option holders as was provided to the shareholders of the Company (after
taking into account the existing provisions of the Option holders' Options, but
treating all outstanding Options as though they were then fully vested) or
substitutes substantially equivalent options covering shares of the successor
corporation. If provision is not made for the assumption of or substitution
for outstanding Options, or for the payment of substantially equivalent
consideration to the Option holders, then the Committee shall cause written
notice of the proposed transaction to be given to the persons holding Options
not less than 30 days prior to the anticipated effective date of the proposed
transaction, all Options shall be accelerated (subject to completion of the
proposed transaction) and, concurrent with the effective date of the proposed
transaction, such persons shall have the right to exercise their Options in
respect of any or all shares then subject thereto, without regard to any
vesting provisions.
9. Conditions to Issuance of Stock.
(a) The Company shall not be required to issue or deliver
any shares with respect to an Option unless the exercise of such Option and the
issuance and delivery of such shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, state securities
laws, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Company's Common Stock may
then be listed.
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(b) As a condition to the exercise of an Option, the
Company may require the person exercising such Option to represent and warrant
at the time of any such exercise that the shares are being purchased for
investment only and without any present intention to sell or distribute such
shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
10. Rights as Shareholder. A person to whom an Option has been
granted shall have no rights or privileges as a shareholder with respect to any
shares covered by such Option until certificates representing such shares have
been issued by the Company, notwithstanding the exercise of such Option. No
adjustment will be made for dividends or other rights for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 8 of this Plan.
11. Continuance of Employment. Nothing in this Plan or the
granting of any Option shall confer on any optionee any right to continue in
the employment of, or other relation with, the Company or any parent or
subsidiary corporation of the Company, or limit in any way the right of the
Company or any parent or subsidiary corporation of the Company to terminate the
optionee's employment or other relationship at any time, with or without cause.
12. Effective Date and Duration of Plan. This Plan shall become
effective upon the earlier of either its adoption by the Board of Directors or
its approval by the shareholders of the Company. However, unless the Plan is
approved by the shareholders of the Company within twelve (12) months before or
after the date of the Board's adoption of the Plan, the Plan and all Options
granted hereunder shall be cancelled. No Option may be exercised prior to and
unless such shareholder approval is obtained. Unless previously terminated by
the Board, the Plan shall terminate ten (10) years after it becomes effective,
and no Option may be granted under the Plan thereafter, but such termination
shall not affect any Option granted prior to such date.
13. Amendment and Termination of the Plan. The Board of Directors
may at any time amend, modify, suspend or terminate the Plan. No amendment,
modification or termination of the Plan shall affect or impair any rights or
obligations under any Option granted prior to the date of such amendment,
modification or termination without the consent of the holder of such Option.
14. Dates of Adoption.
Date adopted by the Board of Directors: January 18, 1995.
Date approved by the shareholders: April 26, 1995.
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