Exhibit 10(ii)
MONTEREY BAY BANCORP, INC.
STOCK AWARD PLAN FOR OUTSIDE DIRECTORS
(as adopted March 18, 1999 and revised April 22, 1999)
Monterey Bay Bancorp, Inc. (the "Company"), hereby adopts the Monterey Bay
Bancorp, Inc. Stock Award Plan for Outside Directors.
1. PURPOSE. This Stock Award Plan for Outside Directors (the "Plan") is intended
to advance the interests of the Company by providing directors of the Company
who are not full-time employees of the Company or a parent or subsidiary
("Outside Directors") with the opportunity to elect to receive shares of stock
of the Company in lieu of cash fees for serving as a director of the Company or
any of its subsidiaries and an additional incentive to promote its success. The
Plan has been adopted by the Board of Directors of the Company (the "Board of
Directors").
The Plan shall become effective as of March 18, 1999. The Plan was revised on
April 22, 1999.
2. ELIGIBILITY AND AWARD OF STOCK.
(a) Before the beginning of any fiscal year of the Company, except the 1999
fiscal year, for which such election must be made prior to April 30, 1999,
an Outside Director may elect to receive all or any part of the fees for
such year (or in the case of fiscal 1999 for the last nine months of such
year) in whole shares of Company Stock. If the Outside Director so elects to
receive Company Stock, the Director shall be awarded the number of whole
shares of Company Stock that, when multiplied by the Fair Market Value (as
described below) of the Company Stock, shall as nearly as possible equal,
but not exceed the dollar amount of the fees elected to be received in the
form of whole shares of Common Stock (fractional shares will be forfeited).
Once awarded, such shares of Company Stock shall be subject to restrictions
and provisions as otherwise provided in this Award Plan.
(b) For purposes of the Plan, the Fair Market Value of Company Stock shall
be the share price proximate on, or prior to, the award date (see Section
2(c) below).
(c) For purposes of the Plan, the Award date shall be the date of the
monthly board meeting.
(d) Company Stock shall be awarded under the Plan quarterly or periodically
as deemed appropriate. If at any time there are not sufficient shares
available under the Plan to permit an automatic award as described above,
the award shall be reduced pro
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rata (to zero, if necessary) so as not to exceed the number of shares then
available under the Plan.
(e) The Company Stock awarded under the Plan shall be restricted as in
Section 4 below.
(f) Prior to the first payment of fees following the date on which an
Outside Director is first elected or appointed to the Board of Directors as
an Outside Director, the Company shall provide such Outside Director the
opportunity to elect to receive whole shares of Company Stock in lieu of
cash compensation as provided in subparagraph (b) above.
3. STOCK. The Company has reserved an aggregate of 24,000 shares of Company
Stock for issuance pursuant to the Plan. The Company may also elect to use
shares of treasury stock or may purchase shares of stock in the open market to
satisfy its obligations under the Plan. The aggregate number is subject to
adjustment as provided in Section 6. In the event of a change in the capital
structure of the Company (as provided in Section 6), the shares resulting from
such change shall be deemed to be Company Stock within the meaning of the Plan.
The aggregate number of shares of Company Stock reserved shall be reduced by the
issuance of shares under the Plan.
4. RESTRICTIONS ON COMPANY STOCK.
(a) Except as provided in Section 5 below, all Company Stock issued under
the Plan shall constitute "restricted securities" within the meaning of Rule
144 under the Securities Act of 1933, as amended (the "Securities Act").
Accordingly, Company Stock issued to an Outside Director under the Plan may
only be resold by such Outside Director either (i) pursuant to the
requirements of Rule 144 under the Securities Act, including the one year
holding period thereof, (ii) pursuant to an effective registration statement
under the Act, or (iii) pursuant to an applicable exemption from the
registration requirements of the Securities Act.
(b) Certificates representing restricted Company Stock issued under the Plan
shall bear a legend referring to the restrictions set forth in the Plan. If
stock dividends or other non-cash distributions are declared on restricted
Company Stock, such stock dividends or other distributions shall be subject
to the same restrictions as the underlying shares of Company Stock.
5. ISSUANCE OF COMPANY STOCK. The Company shall not be required to issue or
deliver any certificate for shares of Company Stock before the Company shall
have been advised by counsel that all applicable legal requirements have been
complied with. The Company may place on a certificate representing Company Stock
any legend required pursuant to Section 4, and any legend deemed necessary by
the Company's counsel to comply with federal or state securities laws. No shares
of Company Stock shall be issued under the Plan unless the Outside Director pays
to the Company, or makes arrangements satisfactory to the Company regarding the
payment of, any applicable withholding or
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other taxes. Until the Outside Director has been issued a certificate for the
shares of Company Stock acquired, the Outside Director shall possess no
shareholder rights with respect to the shares.
6. EFFECT OF STOCK DIVIDENDS AND OTHER CHANGES. Appropriate adjustments shall be
made automatically to the number and kind of shares to be issued under the Plan
and any other relevant provisions if there are any changes in the Company Stock
by reason of a stock dividend, stock split, combination of shares, spin-off,
reclassification, recapitalization, merger, consolidation or other change in the
Company's capital stock (including, but not limited to, the creation or issuance
to shareholders generally of rights, options or warrants for the purchase of
common stock or preferred stock of the Company). If the adjustment would produce
fractional shares, the fractional shares shall be eliminated by rounding to the
nearest whole share.
7. ADMINISTRATION OF THE PLAN. The Board of Directors shall be responsible for
the proper implementation of the Plan. The Board of Directors shall have all
powers vested in it by the terms of the Plan. Any decision of the Board of
Directors with respect to the Plan shall be final and conclusive. The Board of
Directors may act only by a majority of its members in office, except that the
members may authorize any one or more of their number or any officer of the
Company to execute and deliver documents on behalf of the Board of Directors.
The Board of Directors may consult with counsel, who may be counsel to the
Company, and shall not incur any liability for action taken in good faith in
reliance upon the advice of counsel.
8. EXPIRATION AND TERMINATION OF THE PLAN. Company Stock shall be awarded under
the Plan until the plan is terminated by the Board of Directors or until such
earlier date when termination of the Plan shall be required by law. If not
sooner terminated, the Plan shall terminate automatically on December 31, 2008.
9. AMENDMENTS. The Board of Directors may from time to time make such changes in
and additions to the plan as it may deem appropriate. The termination of the
Plan or any change or addition to the Plan shall not, without the consent of any
Outside Director who is adversely affected thereby, alter any Company Stock
awards previously made to the Outside Director pursuant to the Plan.
10. NOTICE. All notices and other communications required or permitted to be
given under the Plan shall be in writing and shall be deemed to have been duly
given if delivered personally or mailed first class, postage prepaid, as
follows: if to the Company, at its principal business address, to the attention
of the Secretary; if to any Outside Director, at the last address of the Outside
Director known to the sender at the time the notice or other communication is
sent.
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IN WITNESS WHEREOF, the Company has caused this Plan to be executed
this 18th day of March, 1999 and amended on April 22, 1999.
MONTEREY BAY BANCORP, INC.
By: /s/ Marshall G. Delk
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Marshall G. Delk
President and Chief Operating Officer
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