CALIFORNIA COMMERCIAL BANKSHARES
DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of the _____ day of 1995, between California
Commercial Bankshares, a California corporation (the "Corporation"), and
__________________________ (the "Director").
W I T N E S S E T H
WHEREAS, pursuant to the Corporation's 1995 Stock Award Plan (the
"Plan") , the Corporation has granted to the Director effective as of the 25th
day of January, 1995 (the "Award Date") a nonqualified stock option to purchase
all or any part of _______________ authorized but unissued shares of Common
Stock, no value, of the Corporation upon the terms and conditions set forth
herein and in the Plan.
NOW, THEREFORE, in consideration of the mutual promises and covenants
made herein and the mutual benefits to be derived herefrom, the parties agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meaning assigned to such terms in the Plan.
2. GRANT OF OPTION. This Agreement evidences the Corporation's
grant to the Director of the right and option to purchase, on the terms and
conditions set forth herein and in the Plan, all or any part of an aggregate of
shares of the Common Stock at the price of $5.25 per share (the "Option") ,
exercisable from time to time, subject to the provisions of this Agreement and
the Plan, prior to the close of business on the day before the tenth anniversary
of the Award Date (the "Expiration Date").
3. EXERCISABILITY OF OPTION. Subject to the conditions set forth in
this Agreement, the Option shall be exercisable in accordance with Schedule 1
attached hereto. To the extent the Director does not in any year purchase all
or any part of the shares to which the Director is entitled, the Director has
the right cumulatively thereafter to purchase any shares not so purchased and
such right shall continue until the Option terminates or expires. Fractional
share interests shall be disregarded, but may be cumulated. No fewer than ten
(10) shares may be purchased at any one time, unless the number purchased is the
total number at the time available for purchase under the Option.
4. METHOD OF EXERCISE OF OPTION. The Option shall be exercisable by
the delivery to the Corporation of a written notice stating the number of shares
to be purchased pursuant to the option and accompanied by payment made in
accordance with and in a form permitted by Section 2.2 of the Plan for the full
purchase price of the shares to be purchased, subject to such further
limitations and rules or procedures as the Committee may from time to time
establish as to any non-cash payment and as to the tax withholding requirements
of Section 6.5 of the Plan. The purchase price may be paid in full or in part
by shares of Common Stock of the Corporation already owned by the Director;
provided, however, that any shares delivered which were initially acquired upon
exercise of a stock option must have been owned by the Participant at least six
months as of the date of delivery. Shares of Common Stock used to satisfy the
exercise price of an Option shall be valued at their Fair Market Value on the
date of exercise. In addition, the Director (or the Director's Beneficiary or
Personal Representative) shall furnish any written statements required pursuant
to Section 6.7 of the Plan.
5. EFFECT OF TERMINATION AS DIRECTOR OR DEATH; CHANGE IN SUBSIDIARY
STATUS. The Option and all other rights hereunder, to the extent not exercised,
shall terminate and become null and void at such time as the Director ceases to
serve as a director of either the corporation or any Subsidiary, except that:
(a) if the Director ceases to serve as a director of either the
Corporation or a Subsidiary for any reason other than death or Total
Disability, the Director may at any time within a period of three months
after such termination exercise the Option to the extent the option was
exercisable at the date of such termination, provided that the Option shall
terminate immediately if the Director is terminated for cause to the extent
required under applicable federal banking laws, regulations or orders;
(b) if the Director ceases to serve as a director of the
Corporation or a Subsidiary as a result of Total Disability, the
Participant or Participant's Personal Representative, as the case may be,
shall have twelve months from the date of termination to exercise the
Option to the extent the Option was exercisable at the date of such
termination;
(c) if the Director dies while in serving as a director of the
Corporation or any Subsidiary, or within twelve months after a termination
described in subsection (b) of this Section 5, then the Option may be
exercised within a period of three months after the Director's date of
death by the Director's Beneficiary
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to the extent the Option was exercisable on the date of the Director's
death (or such earlier termination);
provided, however, that in no event may the option be exercised by anyone under
this Section or otherwise after the Expiration Date. If the Director serves as
a director of an entity which ceases to be a Subsidiary, such event shall be
deemed for purposes of this Section 5 to be a termination described in
subsection (a) in respect of the Director.
6. ADJUSTMENTS UPON SPECIFIED CHANGES.
(a) If the outstanding shares of Common Stock are changed into
or exchanged for cash or a different number or kind of shares or securities
of the Corporation or of another issuer, or if additional shares or new or
different securities are distributed with respect to the outstanding shares
of the Common Stock, through a reorganization or merger to which the
Corporation is a party, or through a combination, consolidation,
recapitalization, reclassification, stock split, stock dividend, reverse
stock split, stock consolidation or other capital change or adjustment, an
appropriate adjustment shall be made in the number and kind of shares that
are subject to or may be delivered pursuant to this Award Agreement. A
corresponding adjustment to the consideration payable by the Participant to
exercise the Option shall also be made. Any such adjustment, however,
shall be made by making an appropriate adjustment in the price for each
share subject to the Option without changing the total payment applicable
to the portion of the Option not theretofore exercised.
(b) Upon the dissolution or liquidation of the Corporation, or
upon a reorganization, merger or consolidation of the Corporation with one
or more corporations as a result of which the Corporation is not the
surviving corporation, the Plan and the Option shall terminate.
Notwithstanding the foregoing, the Committee may provide in writing in
connection with, or in contemplation of, any such transaction for any or
all of the following alternatives (separately or in combination): (i) for
the assumption by the successor corporation of the option or the
substitution by such corporation for the Option of options covering the
stock of the successor corporation, or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices;
(ii) for the continuance of the Plan and the Option by such successor
corporation in which event the Plan and the Option shall continue in the
manner and under the terms so provided; or (iii) for the payment in cash or
shares
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of Common Stock in lieu of, and in complete satisfaction of, the Option.
7. NON-TRANSFERABILITY OF OPTION. Subject to limited exceptions set
forth in Section 6.1 of the Plan, the Option and any other rights of the
Director under this Agreement or the Plan are nontransferable.
8. NOTICES. Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Corporation at its principal
office to the attention of the Principal Accounting and Financial Officer, and
to the Director at the address given beneath the Director's signature hereto, or
at such other address as either party may hereafter designate in writing to the
other. Any such notice shall be deemed to have been duly given when enclosed in
a properly sealed envelope addressed as aforesaid, registered or certified, and
deposited (postage and registry or certification fee prepaid) in a post office
or branch post office regularly maintained by the United States Government.
9. PLAN. The Option and all rights of the Director thereunder are
subject to, and the Director agrees to be bound by, all of the terms and
conditions of the provisions of the Plan, incorporated herein by this reference,
to the extent such provisions are applicable to options granted to Non-Employee
Directors. In the event of a conflict or inconsistency between the terms and
conditions of this Agreement and of the Plan, the terms and conditions of the
Plan shall govern. The Director acknowledges receipt of a copy of the Plan,
which is made a part hereof by this reference, and agrees to be bound by the
terms thereof. Unless otherwise expressly provided in other Sections of this
Agreement, provisions of the Plan that confer discretionary authority on the
Committee do not (and shall not be deemed to) create any rights in the Director
unless such rights are expressly set forth herein or are otherwise in the sole
discretion of the Committee so conferred by appropriate action of the Committee
under the Plan after the date hereof.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by a duly authorized officer and the Director has
hereunto set his or her hand.
CALIFORNIA COMMERCIAL BANKSHARES,
a California corporation
By:
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Title:
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DIRECTOR
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(Signature)
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(Print Name)
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(Address)
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(City, State, Zip Code)
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SCHEDULE I
RIGHT TO EXERCISE
The Option may be exercised as to _____ shares of Common Stock on and
after the first anniversary of the Award Date and as to an additional _____
shares of Common Stock on and after the second anniversary of the Award Date,
and as to the final _____ shares of Common Stock on and after the third
anniversary of the Award Date.
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CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Nonqualified Stock Option Agreement by California Commercial
Bankshares, I, ____________________________, the spouse of the
Director herein named, do hereby join with my spouse in executing the
foregoing Nonqualified Stock Option Agreement and do hereby agree to be
bound by all of the terms and provisions thereof and of the Plan.
DATED: _________________, 19__
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Signature of Spouse
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