EXHIBIT 10.15
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EXHIBIT 10.15
NORTH COUNTY BANCORP
1997 STOCK OPTION PLAN
ADOPTED APRIL 16, 1997
1. PURPOSE. The purpose of the North County Bancorp 1997 Stock Option
Plan (the "Plan") is to strengthen NORTH COUNTY BANCORP (the "Company") and
those corporations which are or hereafter become subsidiary corporations of
the Company, within the meaning of Section 424(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), by providing to participating
employees and directors added incentive for high levels of performance and
for unusual efforts to increase the earnings of the Company and its
subsidiary corporations. The Plan seeks to accomplish those purposes and
results by providing a means whereby such employees and directors may
purchase shares of the common stock of the Company pursuant to (a) options
granted pursuant to the Incentive Stock Option Plan (the "Incentive Plan")
(Division A hereof) which will qualify as incentive stock options under
Section 422 of the Code ("Incentive Options"), or (b) options granted
pursuant to the Non-Qualified Stock Option Plan (the "Non-Qualified Plan")
(Division B hereof) which are intended to be non-qualified stock options as
described in Treas. Reg. s 1.83-7 to which Section 421 of the Code does not
apply ("Non-Qualified Options"). (Hereinafter, the term "Options" shall refer
collectively to Incentive Options and Non-Qualified Options.)
2. ADMINISTRATION. This Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors"). Any action of the Board
of Directors with respect to administration of the Plan shall be taken
pursuant to a majority vote of its members; provided, however, that with
respect to action by the Board of Directors in granting an option to an
individual director, such action must be authorized by the required number of
directors without counting the interested director, who shall abstain as to
any vote on his option. An interested director may be counted in determining
the presence of a quorum at a meeting of the Board of Directors where such
action will be taken.
Subject to the express provisions of the Plan, the Board of
Directors shall have the authority to construe and interpret the Plan, and to
define the terms used herein, to prescribe, amend, and rescind rules and
regulations relating to administration of the Plan, to determine the duration
and purposes of leaves of absence which may be granted to participants
without constituting a termination of their employment for purposes of the
Plan, and to make all other determinations necessary or advisable for
administration of the Plan, including without limitation, compliance with
Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as
amended. Determination of the Board of Directors on matters referred to in
this section shall be final and conclusive.
3. PARTICIPATION: LIMITATION ON AMOUNT OF OUTSTANDING OPTIONS. All
employees of the Company and its subsidiary shall be eligible for selection
to receive both Incentive Options and Non-Qualified under the Plan.
Directors of the Company and its subsidiary corporations who are not
employees of the Company or a subsidiary corporation shall be eligible to
receive only Non-Qualified Options under the Plan. Subject to the express
provisions of the Plan, the Board of Directors shall select from the eligible
class and determine the individuals who shall receive Options, whether such
Options shall be Incentive Options or Non-Qualified Options, and the terms
and provisions of the Options ( which need not be identical), and shall grant
such Options to such individuals. An individual who has been granted an
Option (an "Optionee") may, if such individual is otherwise eligible, be
granted additional Options if the Board of Directors shall so determine.
4. STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 13 hereof, the stock to be offered under the Plan shall be shares of
the Company's authorized but unissued common stock, no par value (hereinafter
called "stock") and the aggregate amount of stock to be delivered upon
exercise of all Options granted under the Plan, whether Incentive Options or
Non-Qualified Options, shall not exceed Four Hundred Thousand (400,000)
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shares. If any Option shall expire for any reason without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for purposes of the Plan.
5. OPTION PRICE. The purchase price of stock subject to each
Option shall be determined by the Board of Directors but shall not be less
than one hundred percent (100%) of the fair market value of such stock at the
time such Option is granted. As to any Incentive Option granted to an
Optionee who, immediately before the Option is granted, owns beneficially
more than ten percent (10%) of the outstanding stock of the Company, the
purchase price must be at least one hundred ten percent (110%) of the fair
market value of the stock at the time when such Option is granted. The fair
market value of stock shall be determined in accordance with any reasonable
valuation method, including the valuation methods described in Teas. Reg. s
20.2031-2. The purchase price of any shares purchased shall be paid in full
in cash at the time of each such purchase.
6. OPTION PERIOD. Each Option and all rights or obligations
thereunder shall expire on such date as Board of Directors may determine, but
not later than ten (10) years the date such Option is granted, an shall be
subject to earlier termination as provided elsewhere in the Plan. As to any
Incentive Option granted to an Optionee who, immediately before the option is
granted, owns beneficially more than ten percent (10%) of the outstanding
stock of the Company (whether acquired upon exercise of Options or otherwise),
such option must not be exercisable by its terms after five (5) years form
the date of its grant.
7. CONTINUATION OF EMPLOYMENT. In the case of employees, nothing
contained in the Plan (or in any agreement) shall obligate the Company or its
subsidiary corporations to employ any Optionee for any period or interfere in
any way with the right of the Company or its subsidiary corporations to
reduce such Optionee's compensation.
8. EXERCISE OF OPTIONS. Each Option shall be exercisable in such
installments, which need not be equal, and upon such conditions as the Board
of Directors shall determine; provided ,however, that if an Optionee shall
not in any given installment period purchase all of the shares which such
Optionee is entitled to purchase in such installment period, such Optionee's
right to purchase any shares not purchase in such installment period shall
continue until the expiration such Option. No Option or installment thereof
shall be exercisable except in respect of whole shares, and fractional share
interest shall be disregarded except that they may be accumulated in
accordance with the next preceding sentence. Options may be exercised by ten
(10) days written notice delivered to the Company stating the number of
shares with respect to which the Option is being exercised, together with
cash in the amount of the purchase price for such shares. No fewer than
ten (10) shares may be purchased at one time unless the number purchased is
the total number which may be purchase under the Option. As a condition to
the exercise of a Non-Qualified Option, in whole or in part, by an Optionee
who is an employee of the company or any of its subsidiary corporations (or
who was an employee during the term of the Option), the Optionee shall be
required to pay to the Company , in addition to the purchase price for the
shares being exercised, an amount equal to any taxes required to be withheld
by the Company in order to enable the Company to claim a deduction in
connection with the exercise of the Option.
9. NONTRANSFERABILITY OF OPTIONS. Each Option shall, by its terms, be
nontransferable by the Optionee, other than by Will or the laws of descent
and distribution , and shall be exercisable during such Optionee's lifetime
only by the Optionee.
10. CESSATION OF EMPLOYMENT; DISABILITY. Except as provided in
Sections 6 and 11 hereof, if an Optionee ceases to be employed by or ceases
to serve as a director of the Company or a subsidiary corporation for any
reason other than death or disability, such Optionee's Option shall expire
ninety (90) days thereafter, and during such period after such Optionee
ceases to be an employee or director, such Option shall be exercisable only
as to those shares with respect to which installments, if any, had accrued as
of the date on which the Optionee ceased to be employed by or ceased to serve
as a director of the Company or such subsidiary corporation. Except as
provided in Sections 6 and 11 hereof, if an Optionee ceases to be employed by
or ceases to serve s a director of the Company or as subsidiary corporation
by reason of disability ( within the meaning of Section 22(e) (3) of the
Code), such Optionee's Option
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shall expire not later than one (1) year thereafter, and during such period
after such Optionee ceases to be an employee or director, such Option shall
be exercisable only as to those shares with respect to which installments, if
any, had accrued as of the date on which the Optionee ceased to be employed
by or ceased to serve as a director of the Company or such subsidiary
corporation.
11. TERMINATION OF EMPLOYMENT FOR CAUSE. If an employment by or
service as a director of the Company or a subsidiary corporation is
terminated for cause, such Optionee's Option shall expire immediately;
provided, however, that the Board of Directors may, in its sole discretion,
within thirty (30) days so such termination, waive the expiration of the
Option by giving written notice of such waiver to the Optionee at such
Optionee's last know address. In the event of such waiver, the Optionee may
exercise the Option only to such extent, for such time, and upon such terms
and condition as if such optionee had ceased to be employed by or ceased to
serve as a director of the Company or such subsidiary corporation upon the
date of such termination for a reason other than cause, disability, or death.
In the case of an employee, termination for cause shall include termination
for malfeasance or gross misfeasance in the performance of duties, conviction
of illegal activity in connection therewith, any conduct seriously
detrimental to the interests of the Company or a subsidiary corporation, or
removal pursuant to the exercise of regulatory authority by the Board of
Governors of the Federal Reserve System (the "FRB") or any applicable bank
supervisory agency; and in any event, the determination of the Board of
Directors with respect thereto shall be final and conclusive. In the case of
a director, termination for cause shall include removal pursuant to Section
302 or 304 of the California Corporations Code or removal pursuant to the
exercise of regulatory authority by the FRB or any applicable bank
supervisory agency.
12. DEATH OF OPTIONEE. Except as provided in Section 6 hereof, if any
Optionee dies while employed by or serving as a director of the Company or a
subsidiary corporation or during the 90-day or one year period referred to in
Section 10 hereof, such Optionee's Option shall expire one (1) year after the
date of such death. After such death but before such expiration, the persons
to whom the Optionee's rights under the Option shall have passed by Will or
by the applicable laws of descent and distribution shall have the right to
exercise such Option to the extent that installments ,if any, had accrued as
of the date on which the Optionee ceased to be employed by or ceased to serve
as a director of the Company or such subsidiary corporation.
13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the outstanding
shares of the stock of the Company are increased, decreased, or changed into,
or exchanged for a different number or class of shares or securities of the
Company, without receipt of consideration by the Company, through
reorganization, merger, recapitalization, reclassification, stock split,
stock dividend, stock consolidation, or otherwise, an appropriate and
proportionate adjustment shall me made in the number and class of shares as
to which Options may be granted. A corresponding adjustment changing the
number or class of shares and the exercise price per share allocated to
unexercised Options, or portions thereof, which shall have been granted prior
to any such change shall likewise be made. Any such adjustment, however, in
an outstanding Option shall be made without change in the total price
applicable to the unexercised portion of the Option but with a corresponding
adjustment in the price for each share subject to the Option. No fractional
shares of stock shall be issued under the Plan on account of any such
adjustment.
14. TERMINATING EVENTS. Not less than thirty (30) days prior to a
"Terminating Event," i.e., a dissolution or liquidation of the Company; or a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company will not be the surviving
entity; or a sale of substantially all the assets and property of the Company
to another person; or in the event of any other transaction involving the
Company where there is a change in ownership of at least twenty-five percent
(25%), except as may result from a transfer of shares to another corporation
in exchange for at least eighty percent (80%) control of that corporation,
the Board of Directors shall notify each Optionee of the pendency of the
Terminating Event. Upon delivery of said notice, any Option granted prior to
the Terminating Event shall be, notwithstanding the provisions of Section 8
hereof, exercisable in full and not only as to those shares with respect to
which installments, if any, have then accrued, subject, however, to earlier
expiration or termination as provided elsewhere in the Plan. Upon the date
sixty (60) days after delivery of said notice, any Option thereof not
exercised shall terminate, and upon the effective date of the Terminating
Event, the Plan and any
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Options granted thereunder shall terminate, unless provisions is made in
connection with the Terminating Event for assumption of Options therefore
granted by the successor or acquiror, as applicable, or substitution for such
Options of new options covering stock of a successor employer corporation ,
or a parent or subsidiary corporation thereof, with appropriate adjustments
as to number and class of shares and prices.
15. AMENDMENT AND TERMINATION BY BOARD OF DIRECTORS. The Board of
Directors may at any time suspend, amend, or terminate the Plan and may, with
the consent of an Optionee, make such modification of the terms and
conditions of such Optionee's Option as it shall deem advisable; provided
that, except as permitted under the provisions of Section 13 hereof, any
amendment or modification of the Plan which would:
(a) increase the maximum number of shares which may be purchased
pursuant to Options granted under the Plan.
(b) change the minimum option price;
(c) increase the maximum term of Options provided for herein; or
(d) permit Options to be granted to anyone other than a director or
employee of the Company or a subsidiary corporation,
requires the approval of the Company's shareholders as described below. Any
amendment or modification requiring share holder approval shall be deemed
adopted as of the date of the action of the Board of Directors effecting such
amendment or modification and shall be effective immediately, unless
otherwise provided therein, subject to approval thereof within twelve (12)
months before or after the effective date by shareholders of the company
holding not less than a majority of the voting power of the Company;
provided, however, that the Board of Directors may amend the Plan IN TOTO
without shareholder approval if the Plan has not yet been approved by the
shareholders.
Notwithstanding the above, the Board of Directors may grant to an
Optionee, if such Optionee is otherwise eligible, additional Options or, with
the consent of the Optionee, grant a new Option in lieu of an outstanding
Option for a number of shares, at a purchase price and for a term which in
any respect in greater or less that of the earlier Option, subject to the
limitations of Sections 5,6 and A-2 hereof.
No Option may be granted during any suspension of the Plan or after
termination of the Plan. Amendment suspension, or termination of the Plan
shall not, without the consent of the Optionee, alter or impair any rights or
obligations under any Option outstanding prior to such amendment, suspension
or termination of the Plan.
16. TIME OF GRANTING OPTIONS. The time an Option is granted, sometimes
referred to as the date of grant, shall be the date of the action of the
Board of Directors described in the second sentence of Section 2 hereof;
provided, however, that if appropriate resolutions of the Board of Directors
indicate that an Option is to be granted as of and on some future date, the
time such Option is granted shall be such future date. If action by the
Board of Directors is taken by unanimous written consent of its members, the
action of the Board of Directors shall be deemed to be at the time the last
Board member signs the consent.
17. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAWS COMPLIANCE; NOTICE
OF SALE. No Optionee shall be entitled to the privileges of stock ownership
as to any shares of stock not actually issued and delivered. No shares shall
be issued upon the exercise of any Option unless and until any then
applicable requirements of any regulatory agencies having jurisdiction, and
of any exchanges upon which stock of the Company may be listed, shall have
been fully complied with. The Company will diligently endeavor to comply
with all applicable securities laws before any
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Options are granted under the Plan and before any stock is issued pursuant to
Options. The Company shall register the underlying shares of common stock
with the Securities and Exchange Commission and deliver to each Optionee an
Information Statement relating to the Plan which meets the requirements of
Section 10(a) of the securities Act of 1933, as amended. With respect to
Options granted to affiliates of the Company of its subsidiary corporations,
the Company shall file an offer prospectus and any required prospectus
supplements to facilitate the disposition of such shares of stock owned by
such affiliates after the exercise of Options granted thereto. Additionally,
the Optionee shall comply with all applicable federal and state securities
laws in connection with any sale or other disposition of such common stock.
18. EFFECTIVE DATE OF THE PLAN. The Plan shall be deemed adopted as of
the date first shown herein and shall be effective immediately, subject to
approval hereof within twelve (12) months before or after said date by
shareholders holding not less than a majority of the voting power of the
Company.
19. TERMINATION. Unless previously terminated by the Board of
Directors or as provided in Section 14 hereof, the Plan shall terminate at
the close of business on April__. 2007 and no Options shall be granted under
it thereafter, but such termination shall not affect any Option theretofore
granted.
20. OPTION AGREEMENT. Each Option shall be evidenced by a written
Stock Option Agreement executed by the Company and the Optionee and shall
contain each of the provisions and agreements herein specifically required to
be contained therein, including whether the Option is an Incentive Option or
Non-Qualified Option, and such other terms and conditions as are deemed
desirable and are not inconsistent with the Plan.
21. EXCULPATION AND INDEMNIFICATION. The Company shall indemnify and
hold harmless each member of the Board of Directors in any action brought
against such member or member to the maximum extent permitted by then
applicable law and the Articles of Incorporation and Bylaws of the Company
and any amendments thereto.
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DIVISION A
INCENTIVE STOCK OPTION PLAN
A-1. ELIGIBLE PERSONS.. All employees of the Company and its
subsidiary corporations shall be eligible for selection to participate in the
Incentive Plan. Notwithstanding any provision of this Plan to the contrary,
no director of the Company or any subsidiary corporation who is not an
employee of the Company or any subsidiary corporation may be granted options
under the Incentive Plan.
A-2. LIMIT EXERCISABILITY OF OPTIONS. The aggregate fair market value
(determined as of the time the Option is granted) of the stock for which any
full-time salaried employee may be granted Incentive Options which are FIRST
EXERCISABLE during any one calendar year (under all Incentive Stock Option
Plans of such employees's employer corporation and its parent and subsidiary
corporations) shall not exceed One Hundred Thousand Dollars ($100,000),
regardless of any unused limits of previous years.
A-3. INCORPORATION BY REFERENCE. The provisions of Section 5, 6, 9 and
18 of the Plan are hereby incorporated by this reference into this Incentive
Stock Option Plan.
A-4. INTERPRETATION OF PLAN. Options granted pursuant to the Incentive
Plan are intended to be "incentive stock options" within the meaning of
Section 422 of the Code, and the Incentive Plan shall be construed to
implement that intent. If all or any part of an Incentive Option shall not
be deemed an "incentive stock option" within the meaning of Section 422 of
the Code, said Option shall nevertheless be valid and carried into effect as
a Non-Qualified Option.
DIVISION B
NON-QUALIFIED STOCK OPTION PLAN
B-1. ELIGIBLE PERSONS. All directors and employees of the Company and
its subsidiary corporations shall be eligible for selections to participate
in the Non-Qualified Plan.
B-2. INTERPRETATION OF PLAN. Options granted pursuant to the
Non-Qualified Plan are intended to be non-qualified stock options described
in Treas. 1.83-7 to which Section 421 of the Code does not apply, and the
Non-Qualified Plan shall be construed to implement that intent.
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