FIRST NORTHERN BANK OF DIXON
AMENDED AND RESTATED OUTSIDE DIRECTORS
1997 NONSTATUTORY STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
First Northern Bank of Dixon, a California banking corporation (the
"Bank"), hereby grants an Option to purchase Shares of its common stock to the
Optionee named below. The terms and conditions of the Option are set forth in
this cover sheet, in the attachment and in the Bank's Amended and Restated
Outside Directors 1997 Nonstatutory Stock Option Plan (the "Plan").
Date of Option Grant: April 24, 1997
Name of Optionee:
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Optionee's Social Security Number: _____-____-_____
Number of Shares of Common Stock Covered by Option: 3,000
Price per Share: $24.50
Vesting Start Date: April 24, 1997
By signing this cover sheet, you agree to all of the terms and conditions
described in the attached Agreement and in the Plan, a copy of which is
also enclosed.
Optionee:
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(Signature)
Bank:
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(Signature)
Title:
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Attachment
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FIRST NORTHERN BANK OF DIXON OUTSIDE DIRECTORS
1997 NONSTATUTORY STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
Nonstatutory Stock Option This Option is not intended to be an incentive
stock option under Section 422 of
the Code and will be interpreted accordingly.
Vesting and Exercise This Option may be exercised to the extent that
Shares have been vested. Beginning on the Vesting
Start Date, you will be twenty percent (20%)
vested in the Shares granted under this Option.
Thereafter, the Shares under this Option will
vest annually at a rate of 20 percent (20%) per
year. All of the Shares shall be fully vested on
the fourth anniversary of the Vesting Start Date
as shown on the cover sheet. No additional
Shares will vest after your Service has terminated
for any reason. "Service" means your service as
an outside director of the Bank or an affiliated
entity.
"Shares" means the shares of Common Stock covered
by this Option as adjusted pursuant to Section 8
of the Plan.
Notwithstanding the vesting schedule set forth
above, in the event of a Change in Control during
the period you remain in Service, all of the
Shares which are unvested as of the effective
date of such Change in Control shall immediately
become vested. For the purposes hereof, "Change
in Control" shall have the meaning set forth in
Section 2(c) of the Plan.
Term This Option will expire in any event at the close
of business at Bank headquarters on the fifth
anniversary of the Date of Grant, as shown on the
cover sheet. (It will expire earlier if your
Service terminates, as described below.)
Regular Termination If your Service terminates for any reason except
death or Total and Permanent Disability, then
this Option will expire at the close of business
at Bank headquarters on the 90th day after your
termination date. During that 90-day period, you
may exercise the vested portion of this Option.
Other Terminations If your Service terminates following your
of Service conviction of a felony, or a finding by a court
that you engaged in a fraudulent or dishonest act
or a gross abuse of authority regarding the Bank
then this Option will expire upon your termination
of Service.
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Death In the event of your death while in Service, then
this Option will expire at the close of business
at Bank headquarters on the date which is one
year after the date of death. During that one-year
period, your estate or heirs may exercise the
vested portion of this Option as of the
termination of Service.
Total and If your Service terminates because of your
Permanent Total and Permanent Disability, then this Option
Disability will expire at the close of business at Bank
headquarters on the date which is one year after
your termination date. During that one-year
period, you may exercise the vested portion of
this Option as of the termination of Service.
"Total and Permanent Disability" means that you
are unable to serve on the Board of Directors due
to a disability which shall be determined in
accordance with the Bank's Long Term Disability
Plan.
Restrictions on The Bank will not permit you to exercise this
Exercise Option if the issuance of Shares at that time
would violate any law or regulation.
Notice of Exercise When you wish to exercise this Option, you must
notify the Bank by filing the proper "Notice of
Exercise" form attached hereto. Your notice must
specify how many Shares you wish to purchase. Your
notice must also specify how your Shares should
be registered (in your name only or in your and
your spouse's names as community property or as
joint tenants with right of survivorship). The
notice will be effective when it is received by
the Bank.
If someone else wants to exercise this Option
after your death, that person must prove to the
Bank's satisfaction that he or she is entitled to
do so.
Periods of Any other provision of this Agreement
Nonexercisability notwithstanding, the Bank shall have the right to
designate one or more periods of time, each of
which shall not exceed 180 days in length, during
which this Option shall not be exercisable if the
Bank determines (in its sole discretion)
that such limitation on exercise could in any way
facilitate any offering and/or issuance of
securities by the Bank, facilitate the
registration or qualification of any securities
by the Bank under the applicable laws, or
facilitate the perfection of any exemption from
the registration or qualification requirements
of any applicable securities laws for the issuance
or transfer of any securities. Such limitation on
exercise shall not alter the vesting schedule set
forth in this Agreement other than to limit the
periods during which this Option shall be
exercisable.
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Form of Payment When you submit your notice of exercise, you must
include payment of the Option price for the
Shares you are purchasing. Payment may be made in
one (or a combination) of the following forms:
o Your personal check, a cashier's check or a
money order.
Withholding Taxes You will not be allowed to exercise this Option
unless you make acceptable arrangements to pay
any withholding or other taxes that may be due
as a result of the Option exercise.
Restrictions on By signing this Agreement, you agree not to sell
Resale any Shares at a time when applicable laws,
regulations or Bank or underwriter trading
policies prohibit a sale. In connection with any
underwritten public offering by the Bank of its
equity securities, you agree not to sell, make any
short sale of, loan, hypothecate, pledge, grant
any Option for the purchase of, or otherwise
dispose or transfer for value or agree to engage
in any of the foregoing transactions with respect
to any Shares without the prior written consent
of the Bank or its underwriters, for such period
of time after the effective date of such
registration statement as may be requested by the
Bank or such underwriters.
In order to enforce the provisions of this
paragraph, the Bank may impose stop-transfer
instructions with respect to the Shares until the
end of the applicable stand-off period.
Transfer of Option Prior to your death, only you may exercise this
Option. You cannot transfer or assign this Option.
For instance, you may not sell this Option or use
it as security for a loan. If you attempt to do
any of these things, this Option will immediately
become invalid. You may, however, dispose of this
Option in your will.
Regardless of any marital property settlement
agreement, the Bank is not obligated to honor a
notice of exercise from your spouse or former
spouse, nor is the Bank obligated to recognize
such individual's interest in this Option in
any other way.
Shareholder Rights You, or your estate or heirs, have no rights as a
shareholder of the Bank until a certificate for
the Shares has been issued. No adjustments are
made for dividends or other rights if the
applicable record date occurs before your share
certificate is issued, except as described in the
Plan.
Adjustments In the event of a stock split, a stock dividend
or a similar change in the Bank's Common Stock,
the number of Shares covered by this
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Option and the exercise price per share may be
adjusted pursuant to the Plan. This Option shall
be subject to the terms of the agreement of
merger, liquidation or reorganization in the
event the Bank is subject to such corporate
activity.
Applicable Law This Agreement will be interpreted and enforced
under the laws of the State of California.
The Plan and Other The text of the Plan is incorporated in this
Agreements Agreement by reference. Certain capitalized terms
used in this Agreement and not otherwise defined
herein are defined in the Plan.
This Agreement and the Plan constitute the entire
understanding between you and the Bank regarding
this Option. Any prior agreements, commitments or
negotiations concerning this Option are
superseded.
By signing the cover sheet of this Agreement, you agree to all of the terms
and conditions described above and in the Plan.
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NOTICE OF EXERCISE OF STOCK OPTION
First Northern Bank of Dixon
195 N. First Street
Dixon, CA 95620
Attn: Corporate Secretary
Re: Exercise of Stock Option to Purchase Shares of Bank Common Stock
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Dear Sir or Madam:
Pursuant to the Stock Option Agreement dated ____________________, 199___
(the "Stock Option Agreement"), between First Northern Bank of Dixon, a
California corporation (the "Bank"), and the undersigned, I hereby elect to
purchase _____________ shares of the common stock of the Bank (the "Shares"), at
the price of $__________ per Share. My check in the amount of $______________ is
enclosed. The Shares are to be issued in _____ certificate(s) and registered in
the name(s) of:
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The undersigned understands there may be tax consequences as a result of
the purchase or disposition of the Shares. To the extent that an amount is
required to be withheld for any taxes that may be due as a result of this
exercise, I will comply with the Bank's requirements with respect to the payment
of such withholding. The undersigned represents that he has consulted with any
tax consultants he deems advisable in connection with the purchase or
disposition of the Shares and the Undersigned is not relying on the Bank for any
tax advice.
The undersigned acknowledges that he has received, read and understood the
Stock Option Agreement and agrees to abide by and be bound by its terms and
conditions. Dated: ________________, 19___
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(Signature)
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(Please Print Name)
Social Security No.
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(Full Address)