EXHIBIT 10.1
HARRINGTON WEST FINANCIAL GROUP, INC.
STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Harrington West Financial Group, Inc. (The "Corporation") hereby
establishes this Stock Option Plan (the "Plan") upon the terms and conditions
hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability
of the Corporation and its Subsidiary Companies by providing Employees and
non-Employee Directors with a proprietary interest in the Corporation as an
incentive to contribute to the success of the Corporation and its Subsidiary
Companies, and rewarding those Employees for outstanding performance and the
attainment of targeted goals. All Incentive Stock Options issued under this
Plan are intended to comply with the requirements of Section 422 of the Code,
and the regulations thereunder, and all provisions hereunder shall be read,
interpreted and applied with that purpose in mind.
ARTICLE III
DEFINITIONS
III.1 "Award" means an Option granted pursuant to the terms of
this Plan.
III.2 "Board" means the Board of Directors of the Corporation or
the Board of Directors of any Subsidiary Companies.
III.3 "Change in Control of the Corporation" means a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, or
any successor thereto, whether or not the Corporation in fact is required to
comply with Regulation 14A thereunder.
III.4 "Code" means the Internal Revenue Code of 1986, as amended.
III.5 "Committee" means a committee of two or more directors
appointed by the Board pursuant to Article IV hereof, none of whom shall be an
Officer or Employee of the Corporation or a Subsidiary Company, and each of
whom shall be a "disinterested person" within the meaning of Rule 16b-3 under
the Exchange Act, or any successor thereto.
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III.6 "Common Stock" means shares of the common stock, $.01 par
value per share, of the Corporation.
III.7 "Disability" has the same meaning set forth in Section 22
(e)(3) of the Code.
III.8 "Effective Date" means July 17, 1996.
III.9 "Employee" means any person who is employed by the
Corporation or a Subsidiary Company, or is an Officer of the Corporation or a
Subsidiary Company, but not including directors who are not also Officers of
or otherwise employed by the Corporation or a Subsidiary Company.
III.10 "Exchange Act" means the Securities and Exchange Act of
1934, as amended.
III.11 "Fair Market Value" means the value per share of the Common
Stock determined in good faith by the Committee or the Board of Directors
using any reasonable method. On the Effective Date, the Fair Market Value has
been determined by the Board of Directors to be $17.50.
III.12 "Incentive Stock Option" means any Option granted under this
Plan which the Board intends (at the time it is granted) to be an incentive
stock option within the meaning of Section 422 of the Code or any successor
thereto.
III.13 "Non-Employee Director" means a member of the Board who is
not an Officer or Employee of the Corporation or any Subsidiary Company and
shall include any individual who, at any time after the date of adoption of
the Plan, serves on the Board in an advisory or emeritus capacity.
III.14 "Non-Qualified Option" means any Option granted under this
Plan which is not an Incentive Stock Option.
III.15 "Officer" means an Employee whose position in the
Corporation or Subsidiary Company is that of a corporate officer, as
determined by the Board.
III.16 "Option" means a right granted under this Plan to purchase
Common Stock.
III.17 "Optionee" means an Employee or Non-Employee Director or
former Employee or Non-Employee Director to whom an Option is granted under
the Plan.
III.18 "Retirement" means a termination of employment upon or after
attainment of age sixty-five (65) or such earlier age an may be specified in
any applicable plans or policies maintained by the corporation or a Subsidiary
Company.
III.19 "Rule 701" shall mean 17 C.F.R. Section 230.701 promulgated
under the Securities Act of 1933, as amended.
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III.20 "Savings Bank" means Los Padres Savings Bank, F.S.B., the
wholly-owned subsidiary of the Corporation.
III.21 "Subsidiary Companies" means those subsidiaries of the
Corporation, including the Savings Bank, which meet the definition of
"subsidiary corporations" set forth in Section 424(f) of the Code, at the time
of grant of the Option in question.
ARTICLE IV
ADMINISTRATION OF THE PLAN
IV.1 DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. The Committee shall have the authority in its
absolute discretion to adopt, amend and rescind such rules, regulations and
procedures as, in its opinion, may be advisable in the administration of the
Plan, including, without limitation, rules, regulations and procedures which
(i) deal with satisfaction of an Optionee's tax withholding obligation
pursuant to Section 12.02 hereof, (ii) include arrangements to facilitate the
Optionee's ability to borrow funds for payment of the exercise or purchase
price of an Award, if applicable, from securities brokers and dealers, and
(iii) include arrangements which provide for the payment of some or all of
such exercise or purchase price by delivery of previously-owned shares of
Common Stock or other property and/or by withholding some of the shares of
Common Stock which are being acquired. The interpretation and construction by
the Committee of any provisions of the Plan, any rule, regulation or procedure
adopted by it pursuant thereto or of any Award shall be final and binding.
IV.2 APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of
the Committee shall be appointed by, and will serve at the pleasure of, the
Board. The Board from time to time may remove members from, or add members to,
the Committee, provided the Committee shall continue to consist of two or more
members of the Board, none of whom shall be an officer or employee of the
Corporation, and each of whom shall be a "disinterested person" within the
meaning of Rule 16b-3 under the Exchange Act. The Committee shall act by vote
or written consent of a majority of its members. Subject to the express
provisions and limitations of the Plan, the Committee may adopt such rules,
regulations and procedures as its deems appropriate for the conduct of its
affairs. It may appoint one if its members to be chairman and any person,
whether or not a member, to be its secretary or agent. The Committee shall
report its actions and decisions to the board at appropriate times but in no
event less than one time per calendar year.
IV.3 REVOCATION FOR MISCONDUCT. The Committee may by resolution
immediately revoke rescind and terminate any Option, or portion thereof, to
the extent not yet vested, previously granted or awarded under this Plan to an
Employee who is discharged from the employ of the Corporation or a Subsidiary
Company for cause, which, for purposes hereof, shall mean termination because
of the Employee's personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final cease-and-desist order.
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Options granted to a Non-Employee Director who is removed for cause pursuant
to the Corporation's Certificate of Incorporation shall terminate as of the
effective date of such removal.
IV.4 LIMITATION ON LIABILITY. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan, any rule, regulation or procedure adopted by the Committee pursuant
thereto or for any Awards granted hereunder. If a member of the Committee is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of anything done or not done by him in such
capacity under or with respect to the Plan, the Corporation shall, subject to
the requirements of applicable laws and regulations, indemnify such member
against all liabilities and expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
Corporation and its Subsidiary Companies and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
IV.5 COMPLIANCE WITH LAW AND REGULATIONS. All Awards granted
hereunder shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as
may be required. The Corporation shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any federal or state law or any rule or
regulation of any government body, which the Corporation shall, in its sole
discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if such exercise would be contrary to applicable laws and
regulations.
IV.6 RESTRICTIONS ON TRANSFER. The Corporation may place a legend
upon any certificate representing shares acquired pursuant to an Award granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.
ARTICLE V
ELIGIBILITY
Awards may be granted to such Employees or Non-Employee Directors of
the Corporation and its Subsidiary Companies as may be designated from time to
time by the Committee. Awards may not be granted to individuals who are not
Employees or Non-Employee Directors of either the Corporation or its
Subsidiary Companies. Non-Employee Directors shall be eligible to receive only
Non-Qualified Options pursuant to Section 8.02 of the Plan.
ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
VI.1 OPTION SHARES. The aggregate number of shares of Common
Stock which may be issued pursuant to this Plan, subject to adjustment as
provided in Article IX, shall be 90,000 shares.
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None of such shares shall be the subject of more than one Award at any time,
but if an Option as to any shares is surrendered before exercise, or expires
or terminates for any reason without having been exercised in full, or for any
other reason ceases to be exercisable, the number of shares covered thereby
shall again become available for grant under the Plan as if no Awards had been
previously granted with respect to such shares.
VI.2 RULE 701. Offers and sales of securities pursuant to this
Plan shall be made in compliance with Rule 701, as it exists from time to
time, as promulgated under the Securities Act of 1933, as amended. As of the
date of adoption of the Plan, Rule 701 provides, among other things, that the
amount of securities which may be offered and sold pursuant to the Plan shall
not exceed the greater of (i) $500,000; (ii) the aggregate offering price of
securities of the Corporation subject to outstanding offers in reliance on
Rule 701 plus securities of the Corporation sold in the preceding 12 months in
reliance on Rule 701, which price cannot exceed 15% of the total assets of the
Corporation measured at the end of the last fiscal year; or (iii) the number
of securities of the Corporation subject to outstanding offers in reliance on
Rule 701 plus securities of the Corporation sold in the preceding 12 months in
reliance on Rule 701, which number cannot exceed 15% of the outstanding
securities of that class. Notwithstanding the above, in no event may the
aggregate offering price of securities of the Corporation subject to
outstanding offers made in reliance on Rule 701 plus securities of the
Corporation sold in the preceding 12 months in reliance on Rule 701 exceed
$5,000,000.
VI.3 SOURCE OF SHARES. The shares of Common Stock issued under
the Plan may be authorized but unissued shares, treasury shares or shares
purchased by the Corporation on the open market or from private sources for
use under the Plan.
ARTICLE VII
DETERMINATION OF
AWARDS, NUMBER OF SHARES, ETC.
The Committee shall, in its discretion, determine from time to time
which Employees will be granted Awards under the Plan, the number of shares of
Common Stock subject to each Award, whether each Option will be an Incentive
Stock Option or a Non-Qualified Option and the exercise price of an Option. In
making all such determinations there shall be taken into account the duties,
responsibilities and performance of each respective Employee, his present and
potential contributions to the growth and success of the Corporation, his
salary and such other factors as the Committee shall deem relevant to
accomplishing the purposes of the Plan. Non-Employee Directors shall be
eligible to receive only Non-Qualified Options pursuant to Section 8.02 of the
Plan.
ARTICLE VIII
OPTIONS AND STOCK APPRECIATION RIGHTS
Each Option granted hereunder shall be on the following terms and
conditions:
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VIII.1 STOCK OPTION AGREEMENT. The proper Officers on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which
shall set forth the total number of shares of Common Stock to which it
pertains, the exercise price, whether it is a Non-Qualified Option or an
Incentive Stock Option, and such other terms, conditions, restrictions and
privileges as the Committee in each instance shall deem appropriate, provided
they are not inconsistent with the terms, conditions and provisions of this
Plan. Each Optionee shall receive a copy of his executed Stock Option
Agreement.
VIII.2 AWARDS TO NON-EMPLOYEE DIRECTORS. Awards equal to 27,000
shares shall be made to Non-Employee Directors in the aggregate.
(a) INITIAL GRANT TO NON-EMPLOYEE DIRECTORS. Each
Non-Employee Director of either the Corporation or the Savings Bank as of the
Effective Date shall be granted an Option to purchase 1,500 of shares of
Common Stock effective at such time and with a per share exercise price equal
to the Fair Market Value of a share of Common Stock on such date.
(b) SUBSEQUENT GRANTS. Each Non-Employee Director of
either the Corporation or the Savings Bank or a Subsidiary Company designated
by the Committee who received an Option grant under Section 8.02(a) above and
who is still serving on the Board on the 1997 and 1998 anniversary date of the
Effective Date shall receive on each such date on Option to purchase 1,500
shares, respectively, of Common Stock at an exercise price of the greater of
(i) the Fair Market Value of a share on the first anniversary following the
initial grant, and (ii) $19.25 per share on the first anniversary following
the initial grant; and at an exercise price of the greater of (i) the Fair
Market Value of a share on the second anniversary date, and (ii) $21.18 per
share on the second anniversary following the initial grant. In the event of a
forfeiture of the right to any Options to be granted to Non-Employee Directors
pursuant to this Section 8.02, such Options shall be deemed unawarded and
shall be made available to satisfy current and future Awards to Non-Employee
Directors in a manner consistent with the terms and limitations set forth in
Section 8.02.
VIII.3 OPTION EXERCISE PRICE.
(a) INCENTIVE STOCK OPTIONS. The per share price at
which the Common Stock may be purchased upon exercise of an Incentive Stock
Option shall be no less than one hundred percent (100%) of the Fair Market
Value of a share of Common Stock at the time such Incentive Stock Option is
granted, except as provided in Section 8.10(b).
(b) NON-QUALIFIED OPTIONS. The per share price at which
the Common Stock may be purchased upon exercise of a Non-Qualified Option
shall be no less than one hundred (100%) of the Fair Market Value of a share
of Common Stock at the time such Non-Qualified Option is granted, except as
set forth in Section 8.02(b).
VIII.4 VESTING AND EXERCISE OF OPTIONS.
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(a) GENERAL RULES. Incentive Stock Options and
Non-Qualified Options granted hereunder shall become vested and exercisable at
the rate of 25% per year on each annual anniversary of the date the Option was
granted, and the right to exercise shall be cumulative. Notwithstanding the
foregoing, no vesting shall occur on or after an Employee's employment with
the Corporation and all Subsidiary Companies is terminated for any reason
other than his death, Disability or Retirement. In determining the number of
shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded up to the nearest whole number
if the fraction is 0.5 or higher, and down if it is less. Notwithstanding
anything herein to the contrary, no Option granted hereunder may be exercised
prior to the Plan receiving shareholder approval.
(b) ACCELERATED VESTING. Unless the Committee shall
specifically state otherwise at the time an Option is granted, all Options
granted hereunder shall become vested and exercisable in full on the date an
Optionee terminates his employment with or service to the Corporation or a
Subsidiary Company because of his death or Disability. All options hereunder
shall become immediately vested and exercisable in full on the date an
Optionee terminates his employment or service to the Corporation or a
Subsidiary Company due to Retirement or as the result of a Change in Control
of the Corporation.
VIII.5 DURATION OF OPTIONS.
(a) GENERAL RULE. Except as provided in Sections
8.05(b) and 8.10, each Option or portion thereof granted to Employees and
Non-Employee Directors shall be exercisable at any time on or after it vests
and becomes exercisable until the earlier of (i) ten (10) years after its date
of grant or (ii) three (3) months after the date on which the Optionee ceases
to be employed (or serving on the Board of Directors, in the case of
Non-Employee Directors) by the Corporation and all Subsidiary Companies,
unless the Committee in its discretion decides, only in the case of
Non-Qualified Options, at the time of grant or thereafter to extend such
period of exercise upon termination of employment or service from three (3)
months to a period not exceeding one (1) year.
(b) EXCEPTIONS. If an Employee dies while in the employ
of the Corporation or a Subsidiary Company or terminates employment with the
Corporation or a Subsidiary Company as a result of Disability without having
fully exercised his Options, the Optionee or the executors, administrators,
legatees or distributees of his estate shall have the right, during the
twelve-month period following the earlier of his death or termination due to
Disability, to exercise such Options. If a Non-Employee Director dies while
serving as a Non-Employee Director or terminates his service to the
Corporation or a Subsidiary Company as a result of Disability without having
fully exercised his Options, the Non-Employee Director or the executors,
administrators, legatees or distributees of his estate shall have the right,
during the twelve-month period following the earlier of his death or
termination due to Disability to exercise such Options. In no event, however,
shall any Option be exercisable within six (6) months after the date of grant
or more than ten (10) years from the date it was granted. In the event of
Retirement, an Employee or Non-Employee Director shall be entitled to the same
time period set forth above in this Section 8.05 (b) to exercise an Option.
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VIII.6 NONASSIGNABILITY. Options shall not be transferable by an
Optionee except by will or the laws of descent or distribution or by a
qualified domestic relations order, and during the Optionee's lifetime shall
be exercisable only by such Optionee or the Optionee's guardian or legal
representative.
VIII.7 MANNER OF EXERCISE. Options may be exercised in part or in
whole and at one time or from time to time. The procedures for exercise shall
be set forth in the written Stock Option Agreement provided pursuant to
Section 8.01.
VIII.8 PAYMENT FOR SHARES. Payment in full of the purchase price
for shares of Common Stock purchased pursuant to the exercise of any Option
shall be made to the Corporation upon exercise of such Option. All shares sold
under the Plan shall be fully paid and nonassessable. Payment for shares may
be made by the Optionee in cash or, at the discretion of the Committee in the
case of Awards to Employees, by delivering shares of Common Stock (including
shares acquired pursuant to the exercise of an Option) or other property equal
in Fair Market Value to the purchase price of the shares to be acquired
pursuant to the Option, by withholding some of the shares of Common Stock
which are being purchased upon exercise of an Option, or any combination of
the foregoing.
VIII.9 VOTING AND DIVIDEND RIGHTS. No Optionee shall have any
voting or dividend rights or other rights of a stockholder in respect of any
shares of Common Stock covered by an Option prior to the time that his name is
recorded on the Corporation's stockholder ledger as the holder of record of
such shares acquired pursuant to an exercise of such Option.
VIII.10 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. All
Options issued under the Plan as Incentive Stock Options will be subject, in
addition to the terms detailed in Sections 8.01 and 8.09 above, to those
contained in this Section 8.10.
(a) DOLLAR LIMITATION. Notwithstanding any contrary
provisions contained elsewhere in this Plan and as long as required by Section
422 of the Code, the aggregate Fair Market Value, determined as of the time an
Incentive Stock Option is granted, of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by the Optionee
during any calendar year, under this Plan and stock options that satisfy the
requirements of Section 422 of the Code under any other stock option plan or
plans maintained by the Corporation (or any parent or subsidiary company),
shall not exceed $100,000.
(b) LIMITATION ON TEN PERCENT STOCKHOLDERS. The price
at which shares of Common Stock may be purchased upon exercise of an Incentive
Stock Option granted to an individual who, at the time such Incentive Stock
Option is granted, owns, directly or indirectly, more than ten percent (10%)
of the total combined voting power of all classes of stock issued to
stockholders of the Corporation or any Subsidiary Company, shall be no less
than one hundred and ten percent (110%) of the Fair Market Value of a share of
the Common Stock of the Corporation at the time of grant, and such Incentive
Stock Option shall by its terms not be exercisable after the earlier of the
date determined under Section 8.04 or the expiration of five (5) years from
the date such Incentive Stock Option is granted.
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(c) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. An
Optionee shall immediately notify the Corporation in writing of any sale,
transfer, assignment or other disposition (or action constituting a
disqualifying disposition within the meaning of Section 421 of the Code) of
any shares of Common Stock acquired through exercise of an Incentive Stock
Option within (2) years after the grant of such Incentive Stock Option or
within one (1) year after the acquisition of such shares, setting forth the
date and manner of disposition, the number of shares disposed of and the price
at which such shares were disposed of. The Corporation shall be entitled to
withhold from any compensation or other payments then or thereafter due to the
Optionee such amounts as may be necessary to satisfy any withholding
requirements of federal or state law or regulation and, further, to collect
from the Optionee any additional amounts which may be required for such
purpose. The Committee may, in its discretion, require shares of Common Stock
acquired by an Optionee upon exercise of an Incentive Stock Option to be held
in an escrow arrangement for the purpose of enabling compliance with the
provisions of this Section 8.10(c).
ARTICLE IX
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Award relates and the
per-share exercise price of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number of
outstanding shares of Common Stock issued subsequent to the effective date of
this Plan resulting from a split, subdivision or consolidation of shares or
any other capital adjustment, the payment of a stock dividend, or other
increase or decrease in such shares effected without receipt or payment of
consideration by the Corporation. If, upon a merger, consolidation,
reorganization, liquidation, recapitalization or the like of the Corporation,
the shares of the Corporation's Common Stock shall be exchanged for other
securities of the Corporation or of another corporation which has agreed to
assume the Options granted under this Plan, then each recipient of an Award
shall be entitled, subject to the conditions herein stated, to purchase or
acquire such number of shares of Common Stock or amount of other securities of
the Corporation or such other corporation as were exchangeable for the number
of shares of Common Stock of the Corporation which such Optionees would have
been entitled to purchase or acquire except for such action, and appropriate
adjustments shall be made to the per share exercise price of outstanding
Options.
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ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate or amend the Plan
with respect to any shares of Common Stock as to which Awards have not been
granted, subject to any applicable regulatory requirements and any required
stockholder approval or any stockholder approval which the Board may deem to
be advisable for any reason, such as for the purpose of obtaining or retaining
any statutory or regulatory benefits under tax, securities, or other laws or
satisfying any applicable stock exchange listing requirements. The Board may
not, without the consent of the holder of an Award, alter or impair any Award
previously granted or awarded under this Plan as specifically authorized
herein. Notwithstanding anything contained in the Plan to the contrary, the
provisions of Articles V, VII and VIII of this Plan relating to Awards granted
to Non-Employee Directors shall not be amended more than once every six
months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and
regulations promulgated under such statutes.
ARTICLE XI
EMPLOYMENT RIGHTS
Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create
any right on the part of any Employee or Non-Employee Director of the
Corporation or a Subsidiary Company to continue in such capacity.
ARTICLE XII
WITHHOLDING
XII.1 TAX WITHHOLDING. The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the
Corporation the amount required to be withheld as a condition to delivering
the shares acquired pursuant to an Award. The Corporation also may withhold or
collect amounts with respect to a disqualifying disposition of the shares of
Common Stock acquired pursuant to the exercise of an Incentive Stock Option,
as provided in Section 8.10(c).
XII.2 METHODS OF TAX WITHHOLDING. The Committee is authorized to
adopt rules, regulations or procedures which provide for the satisfaction of
the Optionee's tax withholding obligation by the retention of shares of Common
Stock to which the Employee would otherwise be entitled pursuant to an Award
and/or by the Optionee's delivery of previously owned shares of Common Stock
or other property.
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ARTICLE XIII
EFFECTIVE DATE OF THE PLAN; TERM
XIII.1 EFFECTIVE DATE OF THE PLAN. This Plan shall become effective
on the Effective Date, and Awards may be granted hereunder as of or after the
Effective Date and prior to the termination of the Plan, provided that no
Incentive Stock Option issue pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders of the
outstanding voting shares of the Corporation at a meeting of stockholders of
the Corporation held within twelve (12) months of the Effective Date.
XIII.2 TERM OF PLAN. Unless sooner terminated, this Plan shall
remain in effect for a period of ten (10) years ending on the tenth
anniversary of the Effective Date. Termination of the Plan shall not affect
any Awards previously granted and such Awards shall remain valid and in effect
until they have been fully exercised or earned, are surrendered or by their
terms expire or are forfeited.
ARTICLE XIV
MISCELLANEOUS
XIV.1 GOVERNING LAW. To the extent not governed by federal law,
this Plan shall be construed under the laws of the State of California.
XIV.2 PRONOUNS. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
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APPENDIX A
HARRINGTON WEST FINANCIAL GROUP, INC.
STOCK OPTION PLAN
AMENDMENT NO. 1
The first sentence of Section 6.01 of Article VI of the Plan is hereby amended
to read as follows:
The aggregate number of shares of Common Stock which may be issued
pursuant to this Plan, subject to adjustment as provided in Article IX,
shall be 300,000 shares, provided, however, that the Committee shall
not grant any Awards if the granting of such Awards would result in the
number of shares subject to Awards exceeding fifteen percent (15%) of
the total issued and outstanding shares of Common Stock.
The first sentence of Section 8.02 of Article VIII of the Plan is hereby amended
to read as follows:
Non-employee Directors shall be eligible to receive Awards of such an
amount and at such time as the Committee shall determine, provided,
however, that no individual Non-Employee Director shall be eligible to
receive Awards equal to (i) more than 1,500 shares in any calendar year
if such individual is serving solely as a director of the Bank; or (ii)
more than 2,000 shares in any calendar year if such individual is
serving as both a director of the Corporation and the Bank.