EXHIBIT 10.1
1992 INCENTIVE STOCK OPTION PLAN
OF
PACIFIC CONTINENTAL BANK
1. PURPOSE. The purpose of this 1992 Incentive Stock Option Plan (Plan)
is to secure for Pacific Continental Bank (Bank) and its shareholders the
benefits which flow from providing employees of the Bank with the incentive
inherent in common stock ownership. It is generally recognized that incentive
stock option plans aid in retaining competent employees, furnish a device to
attract employees of exceptional ability to the Bank, and provide incentive to
employees to make the Bank successful.
2. AMOUNT OF STOCK. The total number of shares to be subject to options
granted on and after final adoption of the Plan shall not exceed sixty thousand
(60,000) shares of the Two Dollar ($2) par value common stock of the Bank. The
total number of shares shall be subject to appropriate increase or decrease in
the event of a stock dividend, stock split or reclassification of the shares
covered by this Plan. If options granted under this Plan lapse or are cancelled
without being exercised in whole or in part, other options may be granted
covering the shares not purchased under such lapsed or cancelled options.
3. STOCK OPTION COMMITTEE. The Board of Directors shall constitute the
stock option committee (hereinafter referred to as Committee), to serve under
this Plan. Any employees who are eligible to participate under the Plan, and
who are also directors, shall be disqualified from voting on any issue
concerning this Plan or from participating in the administration of the Plan.
4. ELIGIBILITY AND PARTICIPATION. Options may be granted pursuant to the
Plan to employees of the Bank. From time to time the Committee shall select,
from among all the Bank's employees, the employees to whom options shall be
granted. The Committee shall determine the terms of each option, including, but
not limited to, the number of shares to be covered by the option, the purchase
price per share under each option, and the option period. Future as well as
present employees shall be eligible to participate in the Plan. No option may
be granted under the Plan more than ten (10) years after the date of the
adoption of the Plan by the Board of Directors or the date of approval of the
Plan by the shareholders, whichever is earlier. No option may be granted under
the Plan to an employee who immediately before the option is
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granted, owns stock representing more than ten percent (10%) of the voting power
of all classes of stock of the Bank or any parent or subsidiary of the Bank.
For the purposes of this preceding
sentence, each employee shall be considered as owning the stock owned directly
or indirectly by or for himself or herself; the stock which the employee may
purchase under outstanding options; any stock owned, directly or indirectly, by
or for the employee's brothers and sisters (whether of the whole or half blood),
spouse, ancestors and lineal descendents. Stock owned directly or indirectly, by
or for a corporation, partnership, estate or trust shall be considered as being
owned proportionately by or for its shareholders, partners, or beneficiaries.
5. OPTION AGREEMENT. The terms and provisions of options granted pursuant
to the Plan shall be set forth in an agreement, herein called Option Agreement,
between the Bank and the employee receiving the option. The Option Agreement
may be in such form, not inconsistent with the terms of this Plan, as shall be
approved by the Committee.
6. PRICE. The purchase price per share under options granted pursuant to
the Plan shall be not less than one hundred percent (100%) of the fair market
value at the time the options are granted. The fair market value shall be
determined using the same method as is used for determining the price per share
in connection with the Bank's dividend reinvestment plan, or if that plan is
discontinued, using any reasonable method. The full purchase price of shares
purchased shall be paid upon exercise of the option.
7. OPTION PERIOD. No option granted pursuant to the Plan shall be
exercisable after theexpiration of ten (10) years from the date the option is
first granted. The expiration date set forth in each Option Agreement is
hereinafter referred to as the Expiration Date.
8. TERMINATION OF EMPLOYMENT. The Option Agreement shall provide that:
a. If, prior to the Expiration Date, the employee ceases to be
employed by the Bank, for any reason other than death or total and permanent
disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended), then any unexercised portion of the option granted shall
automatically terminate three (3) months after the date on which the employee
ceases to be an employee;
b. If, prior to the Expiration Date, the employee ceases to be an
employee of the Bank because of total and permanent disability (within the
meaning of Section 22 (e) (3) of the Internal Revenue Code of 1986, as amended),
then any unexercised portion of
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the option granted shall automatically terminate one (1) year after the date
such employee ceases service;
C. If, prior to the Expiration Date, the employee dies, the legal
representative of the employee's estate or any devisee or heir of the employee
shall have the privilege, for a period of six (6) months after the date of
death, of exercising all or any part of the then unexercised portion of the
option.
The provisions set forth in this Paragraph 8 shall not be construed as extending
the time for exercising any option granted pursuant to this Plan beyond the
Expiration Date.
9. ASSIGNABILITY. The Option Agreement shall provide that the option
granted is not transferable by the employee other than by will or the laws of
descent and distribution, and is exercise-able, during the employee's lifetime,
only by the employer.
10. ADJUSTMENT IN CASE OF STOCK SPLITS, STOCK DIVIDENDS OR REORGANIZATION.
The Option Agreement may contain such provisions as the Committee may approve as
equitable concerning the effect upon the option granted thereby, and upon the
per share option price, of any stock dividends, stock splits or reclassification
of the stock upon reorganization.
11. AMENDMENT OF THE PLAN. The Board of Directors may, from time to time
(subject to obtaining approval from the shareholders of the Bank or the
Department of Insurance and Finance for the State of Oregon, to the extent
required by Oregon law) , alter, amend, suspend or discontinue the Plan and make
rules for its administration, except that the Board of Directors shall not amend
the Plan in any manner which would have the effect of preventing options issued
under the Plan from being "incentive stock options" as defined in Section 422 of
the Internal Revenue Code of 1986, as amended.
12. OPTIONS DISCRETIONARY. The granting of options under the Plan shall
be entirely discretionary and nothing in the Plan shall be deemed to give any
employee any right to participate in the Plan or to receive options.
13. SHAREHOLDER APPROVAL. The Plan, and the amendment to the articles of
incorporation necessary to implement the Plan, shall be submitted to the
shareholders of the Bank for approval by the holders of at least two-thirds
(2/3) of the issued and outstanding shares of the Bank. If the shareholders of
the Bank f ail to approve the Plan or fail to adopt the necessary amendment to
the articles of incorporation, the Plan shall be null and void.
14. APPROVAL OF THE DEPARTMENT OF INSURANCE AND FINANCE. The Plan shall
be submitted to the Department of Insurance and Finance.
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