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FIRST NORTHERN COMMUNITY BANCORP
OUTSIDE DIRECTORS 2000 NONSTATUTORY STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
First Northern Community Bancorp, a California corporation (the "Company"),
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 Company's Outside Directors 2000
Nonstatutory Stock Option Plan (the "Plan").
Date of Option Grant: ____________________
Name of Optionee:
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Optionee's Social Security Number: _____-____-_____
Number of Shares of Common Stock Covered by Option: __________________________
Price per Share: $____________________________________________________________
Vesting Start Date: ____________________________
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)
Company:
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(Signature)
Title:
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Attachment
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FIRST NORTHERN COMMUNITY BANCORP
OUTSIDE DIRECTORS 2000 NONSTATUTORY STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Annual Vesting Over Four Years
Nonstatutory Stock This Option is not intended to be an incentive stock
Option option under Section 422 of the Code and will be
interpreted accordingly.
Vesting and This Option may be exercised to the extent that Shares have
Exercise 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 Company 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 Company 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 If your Service terminates for any reason except death or
Termination Total and Permanent Disability, then this Option will
expire at the close of business at Company 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 conviction
of Service 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 Company 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 Company
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 Total
Permanent and Permanent Disability, then this Option will expire at
Disability the close of business at Company 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 Company's
Long Term Disability Plan.
Restrictions on The Company will not permit you to exercise this Option
Exercise 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
Company 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 Company.
If someone else wants to exercise this Option after your
death, that person must prove to the Company's satisfaction
that he or she is entitled to do so.
Periods of
Nonexercisability Any other provision of this Agreement notwithstanding, the
Company 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 Company determines (in its sole discretion) that
such limitation on exercise could in any way facilitate any
offering and/or issuance of securities by the Company,
facilitate the registration or qualification of any
securities by the Company 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
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exercisable.
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 any
Resale Shares at a time when applicable laws, regulations or
Company or underwriter trading policies prohibit a sale. In
connection with any underwritten public offering by the
Company 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 Company or its
underwriters, for such period of time after the effective
date of such registration statement as may be requested by
the Company or such underwriters.
In order to enforce the provisions of this paragraph, the
Company 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 Company is not obligated to honor a notice of exercise
from your spouse or former spouse, nor is the Company
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 Company 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.
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Adjustments In the event of a stock split, a stock dividend or a
similar change in the Company's Common Stock, the number of
Shares covered by this 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 Company 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 The text of the Plan is incorporated in this
Other 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 Company 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 Community Bancorp
195 N. First Street
Dixon, CA 95620
Attn: Corporate Secretary
Re: Exercise of Stock Option to Purchase Shares of Company Common Stock
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Dear Sir or Madam:
Pursuant to the Stock Option Agreement dated ____________________, ____
(the "Stock Option Agreement"), between First Northern Community Bancorp, a
California corporation (the "Company"), and the undersigned, I hereby elect to
purchase _____________ shares of the common stock of the Company (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 Company'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 Company 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: ________________, 20___
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(Signature)
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(Please Print Name)
Social Security No.
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(Full Address)
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