Exhibit (10)f
1996 STOCK OPTION PLAN OF SJNB FINANCIAL CORP.:
NONSTATUTORY STOCK OPTION AGREEMENT
SJNB Financial Corp., 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 1996 Stock Option Plan of SJNB Financial Corp. (the
"Plan").
Date of Option Grant: ________ __, ____
Name of Optionee: ____________________________
Optionee's Social Security Number: ___-__-____
Number of Common Shares Covered by Option: 5,000
Exercise Price per Share: $__.___
Vesting Start Date: _________ __, ____
BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS
AND CONDITIONS DESCRIBED IN THE ATTACHMENT AND IN THE PLAN.
Optionee: _________________________________
(Signature)
Company: ______________________________________
(Signature)
Title: ______________________________
Attachment
- ----------
Outside Directors
1996 STOCK OPTION PLAN OF SJNB FINANCIAL CORP.:
NONSTATUTORY STOCK OPTION AGREEMENT
NONSTATUTORY This option is not intended to be an incentive stock option
STOCK OPTION under section 422 of the Internal Revenue Code.
VESTING Your right to exercise this option shall become exercisable
in four installments at 12-month intervals over the 48-month
period starting on the Vesting Start Date, as shown on the
cover sheet. The first installment consists of 40% of the
shares subject to this option, and each of the three
subsequent installments consists of 20% of the shares
subject to this option.
The entire option vests and will be exercisable in full if
any one of the following occurs:
o Your service as a director, consultant, adviser or
employee of the Company terminates because of death,
total and permanent disability or retirement at or
after age 70, or
o The Company is subject to a "Change in Control" (as
defined in the Plan) while you are a director,
consultant, adviser or employee of the Company.
No additional shares become exercisable after your service
as a director, consultant, adviser or employee of the
Company has terminated for any reason.
TERM Your option will expire in any event at the close of
business at Company headquarters on the day before the 10th
anniversary of the Date of Option Grant, as shown on the
cover sheet. (It will expire earlier if your Company service
terminates, as described below.)
REGULAR If your service as a director, consultant, adviser or
TERMINATION employee of the Company terminates for any reason except
death or total and permanent disability, then your option
will expire at the close of business at Company headquarters
on the date three months after your termination date.
-2- Outside Directors
The Company determines when your service terminates for this
purpose.
DEATH If you die as a director, consultant, adviser or employee of
the Company, then your option will expire at the close of
business at Company headquarters on the date 12 months after
the date of death.
DISABILITY If your service as a director, consultant, adviser or
employee of the Company terminates because of your total and
permanent disability, then your option will expire at the
close of business at Company headquarters on the date 12
months after your termination date.
For all purposes under this Agreement, "total and permanent
disability" means that you are unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which has lasted, or can be
expected to last, for a continuous period of not less than
one year.
LEAVES OF For purposes of this option, your service does not terminate
ABSENCE when you go on a military leave, a sick leave or another
bona fide leave of absence, if the leave was approved by the
Company in writing. But your service terminates immediately
when the approved leave ends, unless you immediately return
to active work.
RESTRICTIONS The Company will not permit you to exercise this option if
ON EXERCISE the issuance of shares at that time would violate any law or
regulation.
NOTICE OF When you wish to exercise this option, you must notify the
EXERCISE Company by filing the proper "Notice of Exercise" form at
the address given on the form. 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.
-3- Outside Directors
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.
FORM OF When you submit your notice of exercise, you must include
PAYMENT payment of the option price for the shares you are
purchasing. Payment may be made in one (or a combination of
two or more) of the following forms:
o Your personal check, a cashier's check or a money
order.
o Certificates for Company stock that you have owned for
at least six months, along with any forms needed to
effect a transfer of the shares to the Company. The
value of the shares, determined as of the effective
date of the option exercise, will be applied to the
option price.
o Irrevocable directions to a securities broker approved
by the Company to sell your option shares and to
deliver all or a portion of the sale proceeds to the
Company in payment of the option price. (The balance of
the sale proceeds, if any, will be delivered to you.)
The directions must be given by signing a special
"Notice of Exercise" form provided by the Company.
o Irrevocable directions to a securities broker or lender
approved by the Company to pledge shares as security
for a loan and to deliver all or part of the loan
proceeds to the Com- pany in payment of the option
price. The directions must be given by signing a
special "Notice of Exercise" form provided by the
Company.
WITHHOLDING You will not be allowed to exercise this option unless you
TAXES make acceptable arrangements to pay any withholding taxes
that may be due as a result of the option exercise.
RESTRICTIONS By signing this Agreement, you agree not to sell any option
ON RESALE shares at a time when applicable laws or Company policies
prohibit a sale. This restriction will apply as long as you
are a director, consultant, adviser or employee of the
Company (or a subsidiary).
-4- Outside Directors
TRANSFER OF Prior to your death, only you may exercise this option. You
OPTION 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 or a beneficiary designation.
Regardless of any marital property settlement agreement, the
Company is not obligated to honor a notice of exercise from
your former spouse, nor is the Company obligated to
recognize your former spouse's interest in your option in
any other way.
RETENTION Your option or this Agreement do not give you the right to
RIGHTS be retained by the Company (or any subsidiaries) in any
capacity. The Company (and any subsidiaries) reserve the
right to terminate your service at any time, with or without
cause.
SHAREHOLDER You, or your estate or heirs, have no rights as a
RIGHTS shareholder of the Company until a certificate for your
option shares has been issued. No adjustments are made for
dividends or other rights if the applicable record date
occurs before your stock 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 Company stock, the number of shares covered by
this option and the exercise price per share may be adjusted
pursuant to the Plan.
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 Agreement by
OTHER AGREE- reference.
MENTS
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. This Agreement may be
amended only by another written agreement, signed by both
parties.
BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.
-5- Outside Directors