Exhibit (10)h
1996 STOCK OPTION PLAN OF SJNB FINANCIAL CORP.:
INCENTIVE 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: __________ __, 199_
Name of Optionee: ____________________________
Optionee's Social Security Number: ___-__-____
Number of Common Shares Covered by Option: _______
Exercise Price per Share: $__.___
Vesting Start Date: __________ __, 199_
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
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Employees
1996 STOCK OPTION PLAN OF SJNB FINANCIAL CORP.:
INCENTIVE STOCK OPTION AGREEMENT
INCENTIVE This option is intended to be an incentive stock option under
STOCK OPTION section 422 of the Internal Revenue Code and will be interpreted
accordingly.
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 an employee, consultant, adviser or director
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 an employee, consultant, adviser
or director of the Company.
No additional shares become exercisable after your service as an
employee, consultant, adviser or director 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 an employee, consultant, adviser or director
TERMINATION 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.
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Employees
The Company determines when your service terminates for this
purpose.
DEATH If you die as an employee, consultant, adviser or director 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 an employee, consultant, adviser or director
of the Company terminates because of your total and permanen
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 when
ABSENCE 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 will be treated as terminating 90 days
after you went on leave, unless your right to return to active
work is guaranteed by law or by a contract. And your service
terminates in any event when the approved leave ends, unless you
immediately return to active work.
RESTRICTIONS The Company will not permit you to exercise this option if the
ON EXERCISE 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.
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Employees
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 make
TAXES 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
an employee, consultant, adviser or director of the
Company (or a subsidiary).
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Employees
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 you
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 be
RIGHTS 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 shareholder of
RIGHTS 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.
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Employees