SAN JOAQUIN BANCORP
1999 STOCK INCENTIVE PLAN
Exhibit 99.8
SAN JOAQUIN BANCORP 1999 STOCK INCENTIVE PLAN
ARTICLE 1 . INTRODUCTION
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The name of the Plan is the "San Joaquin Bancorp 1999 Stock Incentive
Plan," and the Plan hereby amends and restates the San Joaquin Bank 1999 Stock
Incentive Plan in its entirety.
The purpose of the Plan is to promote the long-term success of the Company
and the creation of shareholder value by (a) encouraging Key Employees to focus
on critical long-range objectives, (b) encouraging the attraction and retention
of Key Employees with exceptional qualifications and (c) linking Key Employees
directly to shareholder interests through increased stock ownership. The Plan
seeks to achieve this purpose by providing for Awards in the form of Options
(which may constitute incentive stock options or nonstatutory stock options) and
Restricted Shares.
The Plan shall be governed by, and construed in accordance with, the laws
of the State of California (except their choice-of-law provisions).
ARTICLE 2 . ADMINISTRATION
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2.1 COMMITTEE COMPOSITION. The Plan shall be administered by a Committee
appointed by the Board; if the Board does not appoint a Committee, the Board
shall act as the Committee. The Committee shall consist of two or more directors
of the Company who shall satisfy the requirements of Rule 16b-3 (or its
successor) under the Exchange Act with respect to the grant of Awards to persons
who are officers or directors under Section 16 of the Exchange Act. The Board
may also appoint one or more separate committees of the Board, each composed of
one or more directors of the Company who need not qualify under Rule 16b-3, who
may administer the Plan with respect to Key Employees who are not considered
officers or directors under Section 16 of the Exchange Act, may grant Awards
under the Plan to such Key Employees and may determine all terms of such Awards.
2.2 COMMITTEE RESPONSIBILITIES. The Committee shall:
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(a) select the Key Employees who are to receive Awards under the
Plan;
(b) determine the type, number, vesting requirements and other
features and conditions of such Awards;
(c)
interpret the Plan; and
(d) make all other decisions relating to the operation of the Plan.
The Committee may adopt such rules or guidelines as it deems appropriate
to implement the Plan. The Committee's determinations under the Plan shall be
final and binding on all persons.
Exhibit 99.8
ARTICLE 3 . SHARES AVAILABLE FOR GRANTS
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3.1 BASIC LIMITATION. Common Shares issued pursuant to the Plan shall be
authorized but unissued shares or treasury shares of the Company. The aggregate
number of Common Shares reserved under the Plan for award as Options and
Restricted Shares shall be limited to 600,000 Common Shares, and all such Common
Shares are available for award as ISOs. The limitation of this Section 3.1 shall
be subject to adjustment pursuant to Article 9.
To the extent required by Section 260.140.45 of Title 10 of the California
Code of Regulations, the total number of Common Shares issuable upon exercise of
all outstanding Options and awards of Restricted Shares granted under the Plan
or under any other outstanding options or warrants issued by the Company and the
total number of Common Shares provided for under any stock bonus or similar plan
of the Company shall not exceed the applicable percentage as calculated in
accordance with the conditions and exclusions of Section 260.140.45 of Title 10
of the California Code of Regulations, based on the securities of the Company
that are outstanding at the time the calculation is made.
3.2 ADDITIONAL SHARES. If Options are forfeited or if Options terminate
for any other reason before being exercised, then such Options shall again
become available for Awards under the Plan. If Restricted Shares are forfeited
before any dividends have been paid with respect to such Restricted Shares, then
such Restricted Shares shall again become available for Awards under the Plan.
ARTICLE 4 . ELIGIBILITY
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4.1 GENERAL RULES. Only Key Employees (including, without limitation,
independent contractors who are not members of the Board) shall be eligible for
designation as Participants by the Committee.
4.2 INCENTIVE STOCK OPTIONS. Only Key Employees who are common-law
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs. In addition, a Key Employee who owns more than ten percent (10%)
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Parents or Subsidiaries shall not be eligible for the
grant of an ISO unless the requirements set forth in Section 422(c)(5) of the
Code are satisfied.
4.3 LIMITS ON OPTIONS. Subject to adjustment under Article 9, no Key
Employee shall receive Options to purchase Common Shares during any calendar
year covering in excess of 25,000 Common Shares; provided, however, a newly
hired Key Employee may receive Options to purchase up to 50,000 Common Shares
during the portion of the calendar year remaining after his or her date of hire.
ARTICLE 5 . OPTIONS
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5.1 STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms of the Plan and may be
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Exhibit 99.8
subject to any other terms that are not inconsistent with the Plan. The Stock
Option Agreement shall specify whether the Option is an ISO or an NSO. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical. A Stock Option Agreement may provide that new Options
will be granted automatically to the Optionee when he or she exercises the prior
Options.
5.2 NUMBER OF SHARES. Each Stock Option Agreement shall specify the number
of Common Shares subject to the Option and shall provide for the adjustment of
such number in accordance with Article 9.
5.3 EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise
Price; provided that the Exercise Price under an ISO shall in no event be less
than one-hundred percent (100%) of the Fair Market Value of a Common Share on
the date of grant. To the extent required by applicable law, the Exercise Price
will not be less than 85% of the Fair Market Value of a Common Share on the date
of grant, provided, however, the Exercise Price will not be less than 110% of
the Fair Market Value of a Common Share on the date of grant if the Option is
awarded to a Key Employee who owns more than ten percent (10%) of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries.
5.4 EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable. To the
extent required by applicable law, Options shall vest at least as rapidly as 20%
annually over a five-year period. The Stock Option Agreement shall also specify
the term of the Option; provided that the term of an ISO, and to the extent
required by applicable law a NSO, shall in no event exceed ten (10) years from
the date of grant. To the extent required by applicable law, Options shall be
exercisable for a minimum period of six months following termination of
employment due to death or disability and 30 days following termination of
employment for all other reasons. A Stock Option Agreement may provide for
accelerated exercisability in the event of the Optionee's death, disability or
retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee's service. NSOs may
also be awarded in combination with Restricted Shares, and such an Award may
provide that the NSOs will not be exercisable unless the related Restricted
Shares are forfeited.
5.5 EFFECT OF CHANGE IN CONTROL. Subject to the terms of any employment or
other agreement, the Committee may determine, at the time of granting an Option
or thereafter, that such Option shall become fully exercisable as to all Common
Shares subject to such Option in the event that a Change in Control occurs with
respect to the Company. If the Committee finds that there is a reasonable
possibility that, within the succeeding six months, a Change in Control will
occur with respect to the Company, then the Committee at its sole discretion may
determine that any or all outstanding Options shall become fully exercisable as
to all Common Shares subject to such Options.
5.6 MODIFICATION OR ASSUMPTION OF OPTIONS. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
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consent of the Optionee, alter or impair his or her rights or obligations under
such Option.
ARTICLE 6 . PAYMENT FOR OPTION SHARES
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6.1 GENERAL RULE. The entire Exercise Price of Common Shares issued
upon exercise of Options shall be payable in cash at the time when such Common
Shares are purchased, except as follows:
(a) In the case of an ISO granted under the Plan, payment shall be
made only pursuant to the express provisions of the applicable Stock
Option Agreement. The Stock Option Agreement may specify that payment may
be made in any form(s) described in this Article 6.
(b) In the case of an NSO, the Committee may at any time accept
payment in any form(s) described in this Article 6.
6.2 SURRENDER OF STOCK. To the extent that this Section 6.2 is applicable,
payment for all or any part of the Exercise Price may be made with Common Shares
which have already been owned by the Optionee for such duration as shall be
specified by the Committee. Such Common Shares shall be valued at their Fair
Market Value on the date when the new Common Shares are purchased under the
Plan.
6.3 EXERCISE/SALE. To the extent that this Section 6.3 is applicable,
payment may be made by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Common Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.
6.4 OTHER FORMS OF PAYMENT. To the extent that this Section 6.4 is
applicable, payment may be made in my other form that is consistent with
applicable laws, regulations and rules.
ARTICLE 7 RESTRICTED SHARES
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7.1 TIME, AMOUNT AND FORM OF AWARDS. Awards under the Plan may be granted
in the form of Restricted Shares. Restricted Shares may also be awarded in
combination with NSOs, and such an Award may provide that the Restricted Shares
will be forfeited in the event that the related NSOs are exercised.
7.2 PAYMENT FOR AWARDS. No cash consideration shall be required of the
recipients of Awards under this Article 7.
7.3 VESTING CONDITIONS. Each Award of Restricted Shares shall become
vested, in full or in installments, upon satisfaction of the conditions
specified in the Stock Award Agreement. A Stock Award Agreement may provide for
accelerated vesting in the event of the Participant's death, disability or
retirement or other events. The Committee may determine, at the time of making
an Award or thereafter, that such Award shall become fully vested in the event
that a Change in Control occurs with respect to the Company.
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ARTICLE 8 . VOTING AND DIVIDEND RIGHTS
The holders of Restricted Shares awarded under the Plan shall have the
same voting, dividend and other rights as the Company's other shareholders. A
Stock Award Agreement, however, may require that the holders of Restricted
Shares invest any cash dividends received in additional Restricted Shares. Such
additional Restricted Shares shall be subject to the same conditions and
restrictions as the Award with respect to which the dividends were paid. Such
additional Restricted Shares shall not reduce the number of Common Shares
available under Article 3.
ARTICLE 9 . PROTECTION AGAINST DILUTION
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9.1 ADJUSTMENTS. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin-off or a similar occurrence,
the Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of:
(a) the number of Options and Restricted Shares available for
future Awards under Article 3, and Sections 4.3 and 16.2;
(b) the number of Common Shares covered by each outstanding Option;
or
(c) the Exercise Price under each outstanding Option.
Except as provided in this Article 9, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.
9.2 REORGANIZATIONS. In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the agreement of
merger or reorganization. Such agreement may provide, without limitation, for
the assumption of outstanding Awards by the surviving corporation or its parent,
for their continuation by the Company (if the Company is a surviving
corporation), for accelerated vesting and accelerated expiration, or for
settlement in cash.
ARTICLE 10 . AWARDS UNDER OTHER PLANS
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The Company may grant awards under other plans or programs. Such awards
may be settled in the form of Common Shares issued under this Plan. Such Common
Shares shall be treated for all purposes as issued under the Plan and, when
issued, shall reduce the number of Common Shares available under Article 3.
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ARTICLE 11 . LIMITATION ON RIGHTS
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11.1 RETENTION RIGHTS. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent, a Subsidiary or an Affiliate.
The Company and its Parents and Subsidiaries reserve the right to terminate the
service of any employee, consultant or director at any time, and for any reason,
subject to applicable laws, the Company's certificate of incorporation and
by-laws and a written employment agreement (if any).
11.2 SHAREHOLDERS' RIGHTS. A Participant shall have no dividend rights,
voting rights or other rights as a shareholder with respect to any Common Shares
covered by his or her Award prior to the issuance of a stock certificate for
such Common Shares. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date when such certificate is
issued, except as expressly provided in Articles 7, 8, and 9.
11.3 REGULATORY REQUIREMENTS. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.
ARTICLE 12 . LIMITATION ON PAYMENTS
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12.1 BASIC RULE. Subject to any employment or other agreement, any
provision of the Plan to the contrary notwithstanding, in the event that the
independent auditors most recently selected by the Board (the "Auditors")
determine that any payment or transfer by the Company to or for the benefit of a
Participant, whether paid or payable (or transferred or transferable) pursuant
to the terms of this Plan or otherwise (a "Payment"),would be nondeductible by
the Company for federal income tax purposes because of the provisions concerning
"excess parachute payments" in Section 280G of the Code, then the aggregate
present value of all Payments shall be reduced (but not below zero) to the
Reduced Amount; provided that the Committee, at the time of making an Award
under this Plan or at any time thereafter, may specify in writing that such
Award shall not be so reduced and shall not be subject to this Article 12. For
purposes of this Article 12, the "Reduced Amount" shall be the amount, expressed
as a present value, which maximizes the aggregate present value of the Payments
without causing any Payment to be nondeductible by the Company because of
Section 280G of the Code.
12.2 REDUCTION OF PAYMENTS. If the Auditors determine that any Payment
would be nondeductible by the Company because of Section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the detailed calculation thereof and of the Reduced Amount, and the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within ten (10) days of
receipt of notice. If no such election is made by the Participant within such
ten (10)-day period, then the Company may elect which and how much of the
Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
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notify the Participant promptly of such election. For purposes of this Article
12, present value shall be determined in accordance with Section 280G(d)(4) of
the Code. All determinations made by the Auditors under this Article 12 shall be
binding upon the Company and the Participant and shall be made within sixty (60)
days of the date when a Payment becomes payable or transferable. As promptly as
practicable following such determination and the elections hereunder, the
Company shall pay or transfer to or for the benefit of the Participant such
amounts as are then due to him or her under the Plan and shall promptly pay or
transfer to or for the benefit of the Participant in the future such amounts as
become due to him or her under the Plan.
12.3 OVERPAYMENTS AND UNDERPAYMENTS. As a result of uncertainty in the
application of Section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company which should not have been made (an "Overpayment") or that
additional Payments which will not have been made by the Company could have been
made (an "Underpayment"), consistent in each case with the calculation of the
Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate provided in
Section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount which is subject to taxation under Section 4999 of
the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in Section 7872(f)(2) of the Code.
12.4 RELATED CORPORATIONS. For purposes of this Article 12, the term
"Company" shall include affiliated corporations to the extent determined by the
Auditors in accordance with Section 280G(d)(5) of the Code.
ARTICLE 13 . WITHHOLDING TAXES
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13.1 GENERAL. To the extent required by applicable federal, state, local
or foreign law, a Participant or his or her successor shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied.
13.2 SHARE WITHHOLDING. The Committee may permit a Participant to satisfy
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a portion of any Common Shares that otherwise would be
issued to him or her or by surrendering all or a portion of any Common Shares
that he or she previously acquired. Such Common Shares shall be valued at their
Fair Market Value on the date when taxes otherwise would be withheld in cash.
Any payment of taxes by assigning Common Shares to the Company may be subject to
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restrictions, including any restrictions required by rules of the Securities and
Exchange Commission.
ARTICLE 14 . ASSIGNMENT OR TRANSFER OF AWARDS
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14.1 GENERAL. Except as provided in Article 13, or in a Stock Option
Agreement, or as required by applicable law, an Award granted under the Plan
shall not be anticipated, assigned, attached, garnished, optioned, transferred
or made subject to any creditor's process, whether voluntarily, involuntary or
by operation of law. An Option may be exercised during the lifetime of the
Optionee only by him or her or by his or her guardian or legal representative.
Any act in violation of this Article 14 shall be void. However, this Article 14
shall not preclude a Participant from designating a beneficiary (in the form and
manner prescribed by the Committee) who will receive any outstanding Awards in
the event of the Participant's death, nor shall it preclude a transfer of Awards
by will or by the laws of descent and distribution. Any beneficiary designation
which does not comply with the terms of the Plan or the procedures adopted by
the Committee shall not be enforceable.
14.2 TRUSTS. Neither this Article 14 nor any other provision of the Plan
shall preclude a Participant from transferring or assigning Restricted Shares to
(a) the trustee of a trust that is revocable by such Participant alone, both at
the time of the transfer or assignment and at all times thereafter prior to such
Participant's death, or (b) the trustee of any other trust to the extent
approved in advance by the Committee in writing. A transfer or assignment of
Restricted Shares from such trustee to any person other than such Participant
shall be permitted only to the extent approved in advance by the Committee in
writing, and Restricted Shares held by such trustee shall be subject to all of
the conditions and restrictions set forth in the Plan and in the applicable
Stock Award Agreement, as if such trustee were a party to such agreement.
ARTICLE 15 . FUTURE OF THE PLAN
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15.1 TERM OF THE PLAN. The Plan (formerly named the San Joaquin Bank 1999
Stock Incentive Plan) was originally effective June 1, 1999, and is hereby
amended and restated as of July 31, 2006, subject to approval by the Company's
shareholders. The Plan shall terminate on May 31, 2009, unless otherwise
terminated earlier under Section 15.2.
15.2 AMENDMENT OR TERMINATION. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company's shareholders only to the extent required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the termination thereof. Except with respect to the application of Article
9, the termination of the Plan, or any amendment thereof, shall not alter or
impair any outstanding Award previously granted under the Plan.
ARTICLE 16 . PAYMENT OF DIRECTOR'S FEES IN SECURITIES
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16.1 EFFECTIVE DATE. The provisions set forth in Section 16.2 shall be
effective as of the effective date of this Plan; the provisions set forth in
Section 16.3 shall not be effective unless and until the Board has determined to
implement such provision.
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16.2 GRANT OF OPTIONS TO OUTSIDE DIRECTORS. Outside Directors shall also
be eligible to receive Options as described in this Section 16.2.
(a) Each eligible Outside Director shall automatically be granted
an NSO to purchase 1,000 Common Shares (subject to adjustment under
Article 9) upon the conclusion of each regular annual meeting of the
Company's shareholders. All such NSOs shall vest and become exercisable at
the rate of twenty percent (20%) upon each one (1) year anniversary of the
date the Option is granted to the Outside Director.
(b) The Exercise Price under all NSOs granted to an Outside
Director under this Section 16.2 shall be equal to one hundred percent
(100%) of the Fair Market Value of a Common Share on the date of grant,
payable in one of the forms described in Article 6; provided, however, the
Exercise Price of an NSO granted to an Outside Director under this Section
16.2 shall not be less than 110% of the Fair Market Value of a Common
Share on the date of grant if the Outside Director owns more than ten
percent (10%) of the total combined voting power of all classes of
outstanding stock of the Company or any of its Parents or Subsidiaries.
(c) All NSOs granted to an Outside Director under this Section
16.2 shall terminate on the earlier of:
(i) The 10th anniversary of the date of grant; or
(ii) The date ninety (90) days after the termination of such Outside Director's
service for any reason.
16.3 ELECTIONS TO RECEIVE NSOS. In addition to the provisions of Section
16.2, an Outside Director may elect to receive his or her annual retainer
payments and meeting fees from the Company that would otherwise be paid in cash
in the form of cash, NSOs, or a combination thereof. Such NSOs shall be issued
under the Plan. An election under this Section 16.3 shall be filed with the
Company on the prescribed form and subject to such Filing deadlines and election
procedures as shall be established by the Committee. The number of NSOs to be
granted to Outside Directors in lieu of annual retainers and meeting fees that
would otherwise be paid in cash shall be calculated in a manner determined by
the Board. The terns of such NSOs shall also be determined by the Board.
ARTICLE 17 . DEFINITIONS
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17.1 "AFFILIATE" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.
17.2 "AWARD" means any award of an Option or Restricted Shares under the
Plan.
17.3 "BOARD" means the Company's Board of Directors, as constituted from
time to time.
17.4 "CHANGE IN CONTROL" means the occurrence of any "person"(as defined
in Section 13(d) of the Exchange Act), other than the Company, its Parent or
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Subsidiary or employee benefit plan or trust maintained by the Company, its
Parent or Subsidiary, becoming the "beneficial owner" (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of more than 50% of the Common
Shares of the Company outstanding at such time, without the prior approval of
the Board.
17.5 "CODE" means the Internal Revenue Code of 1986, as amended.
17.6 "COMMITTEE" means a committee of the Board, as described in Article
2.
17.7 "COMMON SHARE" means one share of the common stock of the Company.
17.8 "COMPANY" means San Joaquin Bancorp, a California corporation.
17.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
17.10 "EXERCISE PRICE" in the case of an Option, means the amount for
which one Common Share may be purchased upon exercise of such Option, as
specified in the applicable Stock Option Agreement.
17.11 "FAIR MARKET VALUE" means the market price of Common Shares,
determined by the Committee as follows:
(a) If the Common Shares were traded over-the-counter on the date
in question but were not classified as a national market issue, then the
Fair Market Value shall be equal to the mean between the last reported
representative bid and asked prices quoted by the NASDAQ system for such
date;
(b) If the Common Shares were traded over-the-counter on the date
in question and were classified as a national market issue, then the Fair
Market Value shall be equal to the last transaction price quoted by the
NASDAQ system for such date;
(c) If the Common Shares were traded on a stock exchange on the
date in question, then the Fair Market Value shall be equal to the closing
price reported by the applicable composite transactions report for such
date; and
(d) If none of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good faith on
such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in the Western Edition of The Wall Street
Journal. Such determination shall be conclusive and binding on all persons.
17.12 "ISO" means an incentive stock option described in Section 422(b) of
the Code.
17.13 "KEY EMPLOYEE" means (a) a common-law employee of the Company, a
Parent, a Subsidiary or an Affiliate; (b) a consultant or adviser who provides
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services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor; or (c) a director (including a non-employee director) of
the Company, a Parent, a Subsidiary or an Affiliate.
17.14 "NSO" means an option that is not an ISO.
17.15 "OPTION" means an ISO or NSO granted under the Plan and entitling
the holder to purchase Common Shares.
17.16 "OPTIONEE" means an individual or estate who holds an Option.
17.17 "OUTSIDE DIRECTOR" shall mean a member of the Board who is not a
common-law employee of the Company, a Parent or a Subsidiary.
17.18 "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.
17.19 "PARTICIPANT" means an individual or estate who holds an Award.
17.20 "PLAN" means this San Joaquin Bancorp 1999 Stock Incentive Plan
(formerly named the San Joaquin Bank 1999 Stock Incentive Plan), as it may be
amended from time to time.
17.21 "RESTRICTED SHARE" means a Common Share awarded pursuant to Article
7 of the Plan.
17.22 "SHARE" means one share of the common stock of the Company.
17.23 "STOCK AWARD AGREEMENT" means an agreement between the Company and a
Participant which contains the terms, conditions and restrictions pertaining to
Restricted Shares.
17.24 "STOCK OPTION AGREEMENT" means an agreement between the Company and
an Optionee which contains the terms, conditions and restrictions pertaining to
an Option.
17.25 "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain17.26 . A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
ARTICLE 18 . EXECUTION
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To record the adoption of the Plan by the Board, the Company has caused
its duly authorized officer to affix the corporate name and seal hereto.
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SAN JOAQUIN BANCORP
By:
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Name:
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Title:
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