EXHIBIT 99.1
VALLEY NATIONAL CORPORATION
1999 AMENDED AND RESTATED STOCK OPTION PLAN
(AS ADOPTED EFFECTIVE MARCH 31, 1999)
VALLEY NATIONAL CORPORATION
1999 AMENDED AND RESTATED STOCK OPTION PLAN
TABLE OF CONTENTS
Page
ARTICLE 1. INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2. ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Committee Composition . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Committee Responsibilities. . . . . . . . . . . . . . . . . . . . 1
2.3 Committee for Non-Officer Grants. . . . . . . . . . . . . . . . . 1
ARTICLE 3. SHARES AVAILABLE FOR GRANTS . . . . . . . . . . . . . . . . . . 2
3.1 Basic Limitation. . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Additional Shares . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 4. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.1 Nonstatutory Stock Options. . . . . . . . . . . . . . . . . . . . 2
4.2 Incentive Stock Options . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 5. OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5.1 Stock Option Agreement. . . . . . . . . . . . . . . . . . . . . . 2
5.2 Designation of Number of Shares and Tax Status. . . . . . . . . . 2
5.3 Exercise Price. . . . . . . . . . . . . . . . . . . . . . . . . . 2
5.4 Exercisability and Term . . . . . . . . . . . . . . . . . . . . . 3
5.5 Effect of Change in Control . . . . . . . . . . . . . . . . . . . 3
5.6 Modification or Assumption of Options . . . . . . . . . . . . . . 3
5.7 Buyout Provisions . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 6. PAYMENT FOR OPTION SHARES . . . . . . . . . . . . . . . . . . . 3
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ARTICLE 7. AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS. . . . . . . . . . 3
7.1 Outside Directors . . . . . . . . . . . . . . . . . . . . . . . . 3
7.2 Accelerated Exercisability. . . . . . . . . . . . . . . . . . . . 4
7.3 Exercise Price. . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.4 Term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 8. PROTECTION AGAINST DILUTION . . . . . . . . . . . . . . . . . . 4
8.1 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
8.2 Dissolution or Liquidation. . . . . . . . . . . . . . . . . . . . 5
8.3 Reorganizations . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 9. DEFERRAL OF DELIVERY OF SHARES. . . . . . . . . . . . . . . . . 5
ARTICLE 10. LIMITATION ON RIGHTS . . . . . . . . . . . . . . . . . . . . . 6
10.1 Retention Rights . . . . . . . . . . . . . . . . . . . . . . . . 6
10.2 Stockholders' Rights . . . . . . . . . . . . . . . . . . . . . . 6
10.3 Regulatory Requirements. . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 11. WITHHOLDING TAXES. . . . . . . . . . . . . . . . . . . . . . . 6
11.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
11.2 Share Withholding. . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 12. FUTURE OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . 7
12.1 Term of the Plan . . . . . . . . . . . . . . . . . . . . . . . . 7
12.2 Amendment or Termination . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 13. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 14. EXECUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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VALLEY NATIONAL CORPORATION
1999 AMENDED AND RESTATED STOCK OPTION PLAN
ARTICLE 1. INTRODUCTION.
The Plan was originally adopted by the Board of Valle de Oro Bank
(the "Bank") on April 20, 1994 under the name of "Valle de Oro Bank, N.A. 1994
Stock Option Plan." The Plan, as amended and restated, was adopted by the Board
of Valley National Corporation (the "Company") effective as of March 31, 1999.
The purpose of the Plan is to promote the long-term success of the Company and
the creation of stockholder value by (a) encouraging Outside Directors and Key
Employees to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Outside Directors and Key Employees with exceptional
qualifications and (c) linking Outside Directors and Key Employees directly to
stockholder interests through increased stock ownership. The Plan seeks to
achieve this purpose by providing for Awards in the form of Options (which may
constitute incentive stock Options or nonstatutory stock Options).
The Plan shall be governed by, and construed in accordance with, the laws
of the State of California.
ARTICLE 2. ADMINISTRATION.
2.1 COMMITTEE COMPOSITION. The Plan shall be administered by the
Committee. The Committee shall consist exclusively of two or more directors of
the Company, who shall be appointed by the Board. In addition, the composition
of the Committee shall satisfy:
(a) Such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to qualify
for exemption under Rule 16b-3 (or its successor) under the Exchange
Act; and
(b) Such requirements as the Internal Revenue Service may establish
for outside directors acting under plans intended to qualify for
exemption under Section 162(m)(4)(C) of the Code.
2.2 COMMITTEE RESPONSIBILITIES. The Committee shall (a) select the
Outside Directors and Key Employees who are to receive Options under the Plan,
(b) determine the type, number, vesting requirements and other features and
conditions of such Options, (c) interpret the Plan and (d) make all other
decisions relating to the operation of the Plan. The Committee may adopt such
rules or guidelines as it deems appropriate to implement the Plan. The
Committee's determinations under the Plan shall be final and binding on all
persons.
2.3 COMMITTEE FOR NON-OFFICER GRANTS. The Board may also appoint a
secondary committee of the Board, which shall be composed of one or more
directors of the Company who need not satisfy the requirements of Section 2.1.
Such secondary committee may administer the Plan with respect to Key Employees
who are not considered officers or directors of the Company, under Section 16 of
the Exchange Act, may grant Options under the Plan to such Key Employees and may
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determine all features and conditions of such Options. Within the limitations
of this Section 2.3, any reference in the Plan to the Committee shall include
such secondary committee.
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 BASIC LIMITATION. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
Options awarded under the Plan shall not exceed (a) 500,000 plus (b) the
additional Common Shares described in Section 3.2. The limitation of this
Section 3.1 shall be subject to adjustment pursuant to Article 8.
3.2 ADDITIONAL SHARES. If Options are forfeited or terminate for any
other reason before being exercised, then the corresponding Common Shares shall
again become available for the grant of Options under the Plan. If Common
Shares issued upon the exercise of Options are forfeited, then such Common
Shares shall again become available for the grant of NSOs under the Plan. The
aggregate number of Common Shares that may be issued under the Plan upon the
exercise of ISOs shall not be increased when Common Shares are forfeited.
ARTICLE 4. ELIGIBILITY.
4.1 NONSTATUTORY STOCK OPTIONS. Only Outside Directors and Key Employees
shall be eligible for the grant of NSOs.
4.2 INCENTIVE STOCK OPTIONS. Only Key Employees who are common-law
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs. In addition, a Key Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries shall not be eligible for the grant of an ISO
unless the requirements set forth in Section 422(c)(6) of the Code are
satisfied.
ARTICLE 5. OPTIONS.
5.1 STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms of the Plan and may be
subject to any other terms that are not inconsistent with the Plan. The
provisions of the various Stock Option Agreements entered into under the Plan
need not be identical. If the Optionee is a Key Employee, the Committee may
designate all or any part of the Option as an ISO.
5.2 DESIGNATION OF NUMBER OF SHARES AND TAX STATUS. Each Stock Option
Agreement shall specify the number of Common Shares subject to the Option and
shall provide for the adjustment of such number in accordance with Article 8.
The Stock Option Agreement shall specify whether the Option is an ISO or a NSO.
5.3 EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price; PROVIDED, HOWEVER, THAT the Exercise Price under an ISO shall in
no event be less than 100% of the Fair Market Value of a Common Share on the
date of grant and the Exercise Price under a NSO shall in no event be less than
100% of the Fair Market Value of a Common Share on the date of grant. Subject
to the preceding sentence, the Exercise Price shall be determined by the
Committee. The Exercise Price shall be payable in accordance with Article 6.
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5.4 EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify
the date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option; provided that
the term of an ISO shall in no event exceed 10 years from the date of grant, and
Section 4.2 may require a shorter term for an ISO. Subject to the preceding
sentence, the Committee shall determine when all or any part of an Option is to
become exercisable and when such Option is to expire. Subject to Article 7, a
Stock Option Agreement may provide for accelerated exercisability in the event
of the Optionee's death, disability or retirement or other events and may
provide for expiration prior to the end of its term in the event of the
termination of the Optionee's service.
5.5 EFFECT OF CHANGE IN CONTROL. The Committee may determine, at the time
of granting an Option or thereafter, that such Option shall become exercisable
as to all or part of the Common Shares subject to such Option in the event that
a Change in Control occurs with respect to the Company; PROVIDED, HOWEVER, in
the case of an ISO, the acceleration of exercisability shall not occur without
the Optionee's written consent.
5.6 MODIFICATION OR ASSUMPTION OF OPTIONS. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding Options or may
accept the cancellation of outstanding Options (whether granted by the Company
or by another issuer) in return for the grant of new Options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.
5.7 BUYOUT PROVISIONS. The Committee may at any time (a) offer to buy out
for a payment in cash or cash equivalents an Option previously granted or (b)
authorize an Optionee to elect to cash out an Option previously granted, in
either case at such time and based upon such terms and conditions as the
Committee shall establish.
ARTICLE 6. PAYMENT FOR OPTION SHARES.
The entire Exercise Price of Common Shares issued upon exercise of Options
shall be payable in cash, personal check, cashier's check, money order or cash
equivalents at the time when such Common Shares are purchased.
ARTICLE 7. AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.
7.1 OUTSIDE DIRECTORS. Any other provision of the Plan notwithstanding,
the participation of Outside Directors in the Plan shall be subject to the
following restrictions:
(a) Outside Directors shall receive no grants other than the NSOs
described in this Article 7.
(b) Each Outside Director who is initially elected or appointed to
the Board of the Company, or the Board of the Bank, or both Boards, shall
receive a NSO covering 2,000 Common Shares on the first business day after his
of her initial election or appointment to such Board or Boards. (The number of
Common Shares included in a NSO granted under this subsection (b) shall be
subject to adjustment under Article 8.) NSOs granted under this subsection (b)
shall become exercisable in equal annual installments over the five-year period
following the date of grant.
(c) On the first business day following the conclusion of each
regular annual meeting of the Company's stockholders in each even numbered year
after the year 1999 (2000, 2002,
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and so on), each Outside Director who is a member of the Board of the Company,
or on the Board of the Bank, or both, on such first business day shall receive a
NSO covering 4,000 Common Shares (subject to adjustment under Article 8), except
that such NSO shall not be granted in the calendar year in which the same
Outside Director received the NSO described in subsection (b) above. NSOs
granted under this subsection (c) shall become exercisable in equal annual
installments over the five year period following the date of grant.
7.2 ACCELERATED EXERCISABILITY. All NSOs granted to an Outside Director
under this Article 7 shall become exercisable in full in the event of the
termination of such Outside Director's service because of death, total and
permanent disability or retirement at or after age 65; or a change in control
with respect to the Company.
7.3 EXERCISE PRICE. The Exercise Price under all NSOs granted to an
Outside Director under this Article 7 shall be equal to 100 percent of the Fair
Market Value of a Common Share on the date of grant, payable in cash or in one
of the forms described in Article 6.
7.4 TERM. All NSOs granted to an Outside Director under this Article 7
shall terminate on the earliest of (a) the 10th anniversary of the date of
grant, (b) the date three months after the termination of such Outside
Director's service for any reason other than death or total and permanent
disability or (c) the date 12 months after the termination of such Outside
Director's service because of death or total and permanent disability.
ARTICLE 8. PROTECTION AGAINST DILUTION.
8.1 ADJUSTMENTS. In the event of a subdivision of the outstanding Common
Shares, a declaration of a dividend payable in Common Shares, a declaration of a
dividend payable in a form other than Common Shares in an amount that has a
material effect on the price of Common Shares, a combination or consolidation of
the outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, a recapitalization, a spin-off or a similar occurrence,
the Committee shall make such adjustments as it, in its sole discretion, deems
appropriate in one or more of:
(a) The number of Options available for future Options under
Article 3;
(b) The limitations set forth in Section 5.2;
(c) The number of NSOs to be granted to Outside Directors under
Article 7;
(d) The number of Common Shares covered by each outstanding Option;
or
(e) The Exercise Price under each outstanding Option.
Except as provided in this Article 8, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class. Any issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of Common Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect
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in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer
all or any part of its business or assets.
8.2 DISSOLUTION OR LIQUIDATION. To the extent not previously exercised,
Options shall terminate immediately prior to the dissolution or liquidation of
the Company.
8.3 REORGANIZATIONS. In the event that the Company is a party to a
merger or other reorganization, outstanding Options shall be subject to the
agreement of merger or reorganization. Such agreement shall provide for:
(a) The continuation of the outstanding Options by the Company, if
the Company is a surviving corporation;
(b) The assumption of the outstanding Options by the surviving
corporation or its parent or subsidiary;
(c) The substitution by the surviving corporation or its parent or
subsidiary of its own Options for the outstanding Options;
(d) Full exercisability or vesting and accelerated expiration of the
outstanding Options; or
(e) Settlement of the full value of the outstanding Options in cash
or cash equivalents followed by cancellation of such Options.
ARTICLE 9. DEFERRAL OF DELIVERY OF SHARES.
The Committee (in its sole discretion) may permit or require an Optionee to
have Common Shares that otherwise would be delivered to such Optionee as a
result of the exercise of an Option converted into amounts credited to a
deferred compensation account established for such Optionee by the Committee as
an entry on the Company's books. Such amounts shall be determined by reference
to the Fair Market Value of such Common Shares as of the date when they
otherwise would have been delivered to such Optionee. A deferred compensation
account established under this Article 9 may be credited with interest or other
forms of investment return, as determined by the Committee. An Optionee for whom
such an account is established shall have no rights other than those of a
general creditor of the Company. Such an account shall represent an unfunded and
unsecured obligation of the Company and shall be subject to the terms and
conditions of the applicable agreement between such Optionee and the Company. If
the conversion of Options is permitted or required, the Committee (in its sole
discretion) may establish rules, procedures and forms pertaining to such
conversion, including (without limitation) the settlement of deferred
compensation accounts established under this Article 9.
ARTICLE 10. LIMITATION ON RIGHTS.
10.1 RETENTION RIGHTS. Neither the Plan nor any Option granted under the
Plan shall be deemed to give any individual a right to remain an Employee or
Outside Director. The Company and its Parents, Subsidiaries and Affiliates
reserve the right to terminate the service of any Employee or Outside Director
at any time, with or without cause, subject to applicable laws, the Company's
Certificate of Incorporation and Bylaws and a written employment agreement (if
any).
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10.2 STOCKHOLDERS' RIGHTS. A Participant shall have no dividend rights,
voting rights or other rights as a stockholder with respect to any Common Shares
covered by his or her Option prior to the time when he or she becomes entitled
to receive such Common Shares by filing a notice of exercise and paying the
Exercise Price. No adjustment shall be made for cash dividends or other rights
for which the record date is prior to such time, except as expressly provided in
the Plan.
10.3 REGULATORY REQUIREMENTS. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Option prior to the satisfaction of all legal requirements relating to
the issuance of such Common Shares, to their registration, qualification or
listing or to an exemption from registration, qualification or listing.
ARTICLE 11. WITHHOLDING TAXES.
11.1 GENERAL. To the extent required by applicable federal, state, local
or foreign law, a Participant or his or her successor shall make arrangements
satisfactory to the Company for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares under the Plan until such obligations are
satisfied.
11.2 SHARE WITHHOLDING. The Committee may permit a Participant to satisfy
all or part of his or her withholding or income tax obligations by having the
Company withhold all or a portion of any Common Shares that otherwise would be
issued to him or her or by surrendering all or a portion of any Common Shares
that he or she previously acquired. Such Common Shares shall be valued at their
Fair Market Value on the date when taxes otherwise would be withheld in cash.
ARTICLE 12. FUTURE OF THE PLAN.
12.1 TERM OF THE PLAN. The Plan shall be amended and restated as set
forth herein, effective March 31, 1999. The Plan shall remain in effect until
it is terminated under Section 12.2, except that no ISOs shall be granted after
April 19, 2004.
12.2 AMENDMENT OR TERMINATION. The Board may, at any time and for any
reason, amend or terminate the Plan, except that the provisions of Article 7
relating to the amount, price and timing of Option grants to Outside Directors
shall not be amended more than once in any six-month period. An amendment of
the Plan shall be subject to the approval of the Company's stockholders only to
the extent required by applicable laws, regulations or rules. No Options shall
be granted under the Plan after the termination thereof. The termination of the
Plan, or any amendment thereof, shall not affect any Option previously granted
under the Plan.
ARTICLE 13. DEFINITIONS.
13.1 "Affiliate" means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.
13.2 "Award" means any grant of an Option under the Plan.
13.3 "Bank" means Valle de Oro Bank, N.A.
13.4 "Board" means the Company's Board of Directors, as constituted from
time to time.
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13.5 "Board of the Bank" means the Bank's Board of Directors, as
constituted from time to time.
13.6 "Change in Control" means:
(a) The consummation of a merger or consolidation of the Company with
or into another entity or any other corporate reorganization, if more
than 50% of the combined voting power of the continuing or surviving
entity's securities outstanding immediately after such merger,
consolidation or other reorganization is owned by persons who were
not stockholders of the Company immediately prior to such merger,
consolidation or other reorganization;
(b) The sale, transfer or other disposition of all or substantially
all of the Company's assets;
(c) A change in the composition of the Board, as a result of which
fewer than two-thirds of the incumbent directors are directors who
either (i) had been directors of the Company on the date 24 months
prior to the date of the event that may constitute a Change in
Control (the "original directors") or (ii) were elected, or nominated
for election, to the Board with the affirmative votes of at least a
majority of the aggregate of the original directors who were still in
office at the time of the election or nomination and the directors
whose election or nomination was previously so approved; or
(d) Any transaction as a result of which any person is the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing at
least 26% of the total voting power represented by the Company's then
outstanding voting securities. For purposes of this Subsection (d),
the term "person" shall have the same meaning as when used in
Sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a
trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Parent or Subsidiary and (ii) a
corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of
the common stock of the Company.
The foregoing notwithstanding, a transaction shall not constitute a Change in
Control if its sole purpose is to change the state of the Company's
incorporation or to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company's securities
immediately before such transaction.
13.7 "Code" means the Internal Revenue Code of 1986, as amended.
13.8 "Committee" means a committee of the Board, as described in
Article 2.
13.9 "Common Share" means one share of the common stock of the Company.
13.10 "Company" means Valley National Corporation, a Delaware corporation.
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13.11 "Key Employee" means a common-law employee of the Company, a Parent,
a Subsidiary or an Affiliate, as determined by the Committee.
13.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended.
13.13 "Exercise Price" means the amount for which one Common Share may be
purchased upon exercise of such Option, as specified in the applicable Stock
Option Agreement.
13.14 "Fair Market Value" means the market price of Common Shares,
determined by the Committee in good faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee shall
be based on the prices reported in the Nasdaq system. Such determination shall
be conclusive and binding on all persons.
13.15 "ISO" means an incentive stock Option described in Section 422(b) of
the Code.
13.16 "NSO" means a stock Option not described in Sections 422 or 423 of
the Code.
13.17 "Option" means an ISO or NSO granted under the Plan and entitling the
holder to purchase Common Shares.
13.18 "Optionee" means an individual or estate who holds an Option.
13.19 "Outside Director" means a member of the Board who is not an
Employee. Service as an Outside Director shall be considered employment for all
purposes of the Plan, except as provided in Section 4.2.
13.20 "Parent" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.
13.21 "Participant" means an individual or estate who holds an Option.
13.22 "Plan" means this Valley National Corporation 1999 Stock Option Plan,
as amended and restated, as amended from time to time.
13.23 "Stock Option Agreement" means the agreement between the Company and
an Optionee that contains the terms, conditions and restrictions pertaining to
his or her Option.
13.24 "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
ARTICLE 14. EXECUTION.
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To effect the adoption of the Plan, the Company has caused its duly
authorized officer to execute this document in the name of the Company.
Valley National Corporation
By: /s/ WILLIAM V. EHLEN
----------------------------------
William V. Ehlen, President
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VALLEY NATIONAL CORPORATION
1999 AMENDED AND RESTATED STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT
You have been granted the following option to purchase Common Stock of Valley
National Corporation (the "Company"):
Name of Optionee: ______________________________
Total Number of Shares Granted: _______________
Type of Option: Incentive Stock Option
Nonstatutory Stock Option
Exercise Price Per Share: $______________
Exercise Price Per Share: $______________
Date of Grant: _______________ ____, ________
Vesting Commencement Date: _______________ ____, ________
Vesting Schedule: This option becomes exercisable with respect
to the first 20% of the Shares subject to
this option when you complete one full year's
continuous service from the Vesting
Commencement Date and with respect to an
additional 20% of the Shares subject to this
option when you complete each full year of
continuous service thereafter.
Expiration Date: _______________ ____, ________
By your signature and the signature of the Company's representative below, you
and the Company agree that this option is granted under and governed by the
terms and conditions of the Valley National Corporation 1999 Amended and
Restated Stock Option Plan (the "Plan") and the Stock Option Agreement, both of
which are attached to and made a part of this document.
Optionee: Valley National Corporation, a Delaware Corporation
__________________________ By:__________________________
__________________________ Title:________________________
Print Name
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VALLEY NATIONAL CORPORATION
1999 AMENDED AND RESTATED STOCK OPTION PLAN
STOCK OPTION AGREEMENT
TAX TREATMENT This option is intended to be an incentive stock
option under Section 422 of the Internal Revenue
Code or a nonstatutory option, as provided in the
Notice of Stock Option Grant.
VESTING This option becomes exercisable in installments,
as shown in the Notice of Stock Option Grant. In
addition, this option becomes exercisable in full
if either of the following events occurs:
- Your service as an employee or director of
the Company or a subsidiary of the Company
terminates because of death, total and
permanent disability or retirement at or
after age 65, or
- The Company is subject to a "Change in
Control" (as defined in the Plan) while you
are an employee or director of the Company or
a subsidiary of the Company. However, if
this option is designated as an incentive
stock option in the Notice of Stock Option
Grant, the acceleration of exercisability
will not occur without your written consent.
No additional shares become exercisable after your
service as an employee or director of the Company
or a subsidiary of the Company has terminated for
any reason.
TERM This option expires in any event at the close of
business at Company headquarters on the day before
the 10th anniversary of the Date of Grant, as
shown in the Notice of Stock Option Grant. (It
will expire earlier if your service terminates, as
described below.)
REGULAR TERMINATION If your service as an employee or director of the
Company or a subsidiary of the Company terminates
for any reason except death or total and permanent
disability, then this option will expire at the
close of business at Company headquarters on the
date three months after your termination date.
The Company determines when your service
terminates for this purpose.
DEATH If you die as an employee or director of the
Company or a subsidiary of the Company, then this
option will expire at the close of business at
Company headquarters on the date 12 months after
the date of death. During that 12-month period,
your estate, heirs or properly designated
beneficiaries may exercise all or part of your
option.
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DISABILITY If your service as an employee or director of the
Company or a subsidiary of the Company terminates
because of your total and permanent disability,
then this 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 ABSENCE For purposes of this option, your service does not
terminate 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
and if continued crediting of service is required
by the terms of the leave or by applicable law.
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. Your service terminates in any event
when the approved leave ends, unless you
immediately return to active work.
The Company determines which leaves count for this
purpose.
RESTRICTIONS ON EXERCISE The Company will not permit you to exercise this
option if the issuance of shares at that time
would violate any law or regulation.
NOTICE OF EXERCISE When you wish to exercise this option, you must
notify the 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.
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 PAYMENT When you submit your notice of exercise, you must
include payment of the option exercise price for
the shares you are purchasing. Payment may be
made by personal check, a cashier's check or a
money order.
WITHHOLDING TAXES AND You will not be allowed to exercise this option
unless you make
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STOCK WITHHOLDING arrangements acceptable to the Company to pay any
withholding taxes that may be due as a result of
the option exercise. These arrangements may
include withholding shares of Company stock that
otherwise would be issued to you when you exercise
this option. The value of these shares,
determined as of the effective date of the option
exercise, will be applied to the withholding
taxes.
RESTRICTIONS ON RESALE By signing this Agreement, you agree not to sell
any option shares at a time when applicable laws,
Company policies or an agreement between the
Company and its underwriters prohibit a sale.
This restriction will apply as long as you are an
employee or director of the Company or a
subsidiary of the Company.
TRANSFER OF OPTION Prior to your death, only you may exercise this
option. You 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
written beneficiary designation. Such a
designation must be filed with the Company on the
proper form and will be recognized only if it is
received at Company headquarters before your
death.
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 RIGHTS Your option or this Agreement do not give you the
right to be retained by the Company or a
subsidiary of the Company in any capacity. The
Company and its subsidiaries reserve the right to
terminate your service at any time, with or
without cause.
STOCKHOLDER RIGHTS You, or your estate or heirs, have no rights as a
stockholder of the Company until you have
exercised this option by giving the required
notice to the Company and paying the exercise
price. No adjustments are made for dividends or
other rights if the applicable record date occurs
before you exercise this option, 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 Delaware (without
regard to its choice-of-law provisions).
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THE PLAN AND OTHER The text of the Plan is incorporated in this
AGREEMENTS Agreement by reference.
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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VALLEY NATIONAL CORPORATION
1999 Amended and Restated Stock Option Plan
Notice Of Exercise Of Stock Option
OPTIONEE INFORMATION:
Name: _____________________________ Social Security Number: _____-___-______
Address: __________________________ Phone Number (Work): __________________
__________________________ Phone Number (Home): ___________________
OPTION INFORMATION:
Date of Grant: ________ _____, _____ Type of Option: Nonstatutory or
Incentive
Total number of shares of Common Stock
of Valley National Corporation, Inc. Exercise Price per Share: $___________
(the "Company") covered by option:
____________ shares
EXERCISE INFORMATION:
Number of shares of Common Stock of the Company for which option is being
exercised now: ______________. (These shares are referred to below as the
"Purchased Shares.")
Total Exercise Price for the Purchased Shares: $____________.
Form of payment enclosed [CHECK ALL THAT APPLY]
Check for $___________, made payable to "VALLEY NATIONAL CORPORATION, INC."
Money Order made payable to Valley National Corporation.
NAME(S) IN WHICH THE PURCHASED SHARES SHOULD BE REGISTERED [YOU MUST CHECK ONE]:
In my name only
In the names of my spouse and myself as community property
My spouse's name (if applicable):
In the names of my spouse and myself as joint tenants with theright of
survivorship ___________________________
THE CERTIFICATE FOR THE PURCHASED SHARES SHOULD BE SENT TO THE FOLLOWING
ADDRESS:
______________________________________________
______________________________________________
______________________________________________
ACKNOWLEDGMENTS:
1. I understand that all sales of Purchased Shares are subject to compliance
with the Company's policy on securities trades.
2. In the case of a nonstatutory option, I understand that I must recognize
ordinary income equal to the spread between the fair market value of the
stock on the date of exercise and the exercise price. I further understand
that I am required to pay withholding taxes at the time of exercising a
nonstatutory option.
3. I hereby acknowledge that I received and read a copy of the prospectus
describing Valley National Corporation's 1999 Amended and Restated Stock
Option Plan and the tax consequences of an exercise.
SIGNATURE:
____________________________________ ______________ ____, ________
Date
VALLEY NATIONAL CORPORATION
1999 AMENDED AND RESTATED STOCK OPTION PLAN
BENEFICIARY DESIGNATION
Name:________________________________________________________________________
Social Security Number: ______-____-________
If I die, any unexercised options that I hold under the Valley National
Corporation 1999 Amended and Restated Stock Option Plan (the "Plan") are to be
transferred to those beneficiaries designated below who survive me, subject to
the provisions of the Plan. The transfer is to be made as follows [CHECK ONE
BOX ONLY]:
Entirely to the spouse to whom I am currently married. [PLEASE PROVIDE NAME
AND ADDRESS BELOW.] If my spouse does not survive me, payment is to be
made to [CHECK ONE BOX ONLY]:
All of my children who survive me in equal shares.
All of the persons named below who survive me in equal shares.
To all of my children who survive me in equal shares. [PLEASE PROVIDE NAMES
AND ADDRESSES BELOW.]
To all of my siblings who survive me in equal shares. [PLEASE PROVIDE NAMES
AND ADDRESSES BELOW.]
Entirely to the first person named below who survives me.
To all of the persons named below who survive me in equal shares.
Other [PLEASE USE A SEPARATE SHEET IF NECESSARY]:
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
The term "children" means natural or legally adopted children but excludes
stepchildren (if not adopted). The term "siblings" means brothers and sisters,
whether natural or adopted, but excludes stepbrothers and stepsisters.
The names and addresses of my beneficiaries are as follows [PLEASE USE A
SEPARATE SHEET IF NECESSARY]:
1. Name: _________________________ Relationship: ________________________
Address: _____________________ Telephone: (____) ___________________
_____________________
2. Name: _________________________ Relationship: ________________________
Address: _____________________ Telephone: (____) ___________________
_____________________
3. Name: _________________________ Relationship: ________________________
Address: _____________________ Telephone: (____) ___________________
_____________________
4. Name: _________________________ Relationship: ________________________
Address: _____________________ Telephone: (____) ___________________
_____________________
5. Name: _________________________ Relationship: ________________________
Address: _____________________ Telephone: (____) ___________________
_____________________
This beneficiary designation is to take effect on the date when the person
responsible for administering the Plan at Valley National Corporation receives
it, and it supersedes any prior designations that I may have made under the
Plan.
_____________________ _____, _______ __________________________________
Date (Signature)
Please file this form with _________________________.
Received by: ___________________________________
Date of receipt: _________________ ____, __________