EXHIBIT 4
TEMECULA VALLEY BANK, NATIONAL ASSOCIATION
1997 NONQUALIFIED STOCK OPTION PLAN (DIRECTORS)
TABLE OF CONTENTS
1. Purpose of the Plan. 2
2. Legal Compliance. 2
3. Administration of the Plan. 2
4. Board Power to Amend, Suspend, or Terminate the Plan. 3
5. Shares Subject to the Plan. 4
6. Optionees. 4
7. Grants of Options. 4
8. Option Exercise Price. 5
9. [Reserved]. 5
10. Duration, Exercisability, and Termination of Options. 5
11. Manner of Option Exercise; Rights and Obligations of
Optionees. 5
12. Successive Grants. Successive grants of Options may be
made to any Optionee under the Plan. 7
13. Adjustments. 7
14. [Reserved]. 8
15. Tax Withholding. 9
16. Term of Plan. 9
17. Non-Exclusivity of the Plan. 9
18. Governing Law. 9
19. Information to Optionees. 10
TEMECULA VALLEY BANK, NATIONAL ASSOCIATION
1997 NONQUALIFIED STOCK OPTION PLAN (DIRECTORS)
1. Purpose of the Plan.
The purpose of this 1997 Stock Option Plan ("Plan") of
Temecula Valley Bank, National Association, a nationally chartered
banking association ("Bank"), is to advance the interests of the
Bank, its subsidiaries and its shareholders by providing directors
who have substantial responsibility for the direction and
management of the Bank with an entrepreneurial incentive to (a)
provide high levels of performance, (b) undertake extraordinary
efforts to increase the earnings of the Bank, and (c) increase
their proprietary interest in the Bank. The Plan seeks to
accomplish these purposes and achieve these results by providing
options to Directors to purchase shares of the Bank's common
stock, thereby encouraging their stock ownership in the Bank so
that they may participate in the increased value of the Bank which
their effort, initiative and skill help produce.
2. Legal Compliance.
It is the intent of the Plan that all options granted
under it ("Options") shall be nonqualified stock options ("NQOs").
It is the further intent of the Plan that it conform in all
respects with the requirements of Rule 16b-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended ("Rule 16b-3") if at any time, the Bank is subject to Rule
16b-3. To the extent that any aspect of the Plan or its
administration shall at any time be viewed as inconsistent with
the requirements of Rule 16b-3, if applicable, such aspect shall
be deemed to be modified, deleted or otherwise changed as
necessary to ensure continued compliance with such provisions.
3. Administration of the Plan.
3.1. Plan Committee. The Plan shall be administered by
a committee ("Committee"). The members of the Committee shall be
all of the members of the Board of Directors of the Bank
("Board") and shall consist of not less than two (2) persons.
Such persons shall be directors of the Bank.
3.2. Grants of Options by the Committee. In accordance
with the provisions of the Plan, the Committee, by resolution,
shall select those eligible persons to whom Options shall be
granted ("Optionees"); shall determine the time or times at which
each Option shall be granted and the number of shares to be
subject to each Option; and shall fix the time and manner in
which the Option may be exercised, the Option exercise price, and
the Option period. The Committee shall determine the form of
option agreement to evidence the foregoing terms and conditions
of each Option, which need not be identical, in the form provided
for in Section 7. Such option agreement may include such other
provisions as the Committee may deem necessary or desirable
consistent with the Plan.
3.3. Committee Procedures. The Committee from time to
time may adopt such rules and regulations for carrying out the
purposes of the Plan as it may deem proper and in the best
interests of the Bank. The Committee shall keep minutes of its
meetings and records of its actions. A majority of the members of
the Committee shall constitute a quorum for the transaction of
any business by the Committee. The Committee may act at any time
by an affirmative vote of a majority of those members voting.
Such vote may be taken at a meeting (which may be conducted in
person or by any telecommunication medium) or by written consent
of Committee members without a meeting.
3.4. Finality of Committee Action. The Committee shall
resolve all questions arising under the Plan and option
agreements entered into pursuant to the Plan. Each
determination, interpretation, or other action made or taken by
the Committee shall be final and conclusive and binding on all
persons, including, without limitation, the Bank, its
shareholders, the Committee and each of the members of the
Committee, and the directors, officers and employees of the Bank,
including Optionees and their respective successors in interest.
3.5. Non-Liability of Committee Members. No Committee
member shall be liable for any action or determination made by
him or her in good faith with respect to the Plan or any Option
granted under it.
4. Board Power to Amend, Suspend, or Terminate the Plan.
The Board may, from time to time, make such changes in
or additions to the Plan as it may deem proper and in the best
interests of the Bank and its shareholders. The Board may also
suspend or terminate the Plan at any time, without notice, and in
its sole discretion. Notwithstanding the foregoing, no such
change, addition, suspension, or termination by the Board shall
(a) materially impair any option previously granted under the Plan
without the express written consent of the optionee; or (b)
materially increase the number of shares subject to the Plan,
materially increase the benefits accruing to optionees under the
Plan, materially modify the requirements as to eligibility to
participate in the Plan or alter the method of determining the
option exercise price described in Section 8, without shareholder
approval.
5. Shares Subject to the Plan.
For purposes of the Plan, the Committee is authorized
to grant Options for up to 150,000 shares of the Bank's common
stock ("Common Stock"), or the number and kind of shares of stock
or other securities which, in accordance with Section 13, shall be
substituted for such shares of Common Stock or to which such
shares shall be adjusted. The Committee is authorized to grant
Options under the Plan with respect to such shares. Any or all
unsold shares subject to an Option which for any reason expires or
otherwise terminates (excluding shares returned to the Bank in
payment of the exercise price for additional shares) may again be
made subject to grant under the Plan.
6. Optionees.
Options shall be granted only to directors of the Bank.
Any Optionee may hold more than one option to purchase Common
Stock, whether such option is an Option held pursuant to the Plan
or otherwise.
7. Grants of Options.
The Committee shall have the sole discretion to grant
Options under the Plan. The terms and conditions of Options
granted under the Plan may differ from one another as the Commit-
tee, in its absolute discretion, shall determine as long as all
Options granted under the Plan satisfy the requirements of the
Plan. Upon determination by the Committee that an Option is to be
granted to an Optionee, a written option agreement evidencing such
Option shall be given to the Optionee, specifying the number of
shares subject to the Option, the Option exercise price, that the
Option is a NQO, and the other individual terms and conditions of
such Option. Such option agreement may incorporate generally
applicable provisions from the Plan, a copy of which shall be
provided to all Optionees at the time of their initial grants
under the Plan. The Option shall be deemed granted as of the date
specified in the grant resolution of the Committee, and the option
agreement shall be dated as of the date of such resolution.
Notwithstanding the foregoing, unless the Committee consists
solely of non-employee directors, any Option granted to a director
or 10% beneficial owner for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended ("Section 16 of the
1934 Act"), shall either be (a) conditioned upon the Optionee's
agreement not to sell the shares of Common Stock underlying the
Option for at least six (6) months after the date of grant or (b)
approved by the entire Board or by the shareholders of the Bank.
8. Option Exercise Price.
The price per share to be paid by the Optionee at the
time an NQO is exercised shall not be less than eighty-five
percent (85%) of the Fair Market Value on the date on which the
NQO is granted, as determined by the Committee. For purposes of
the Plan, the "Fair Market Value" of a share of the Bank's Common
Stock as of a given date shall be: (a) the closing price of a
share of the Bank's Common Stock on the principal exchange on
which shares of the Bank's Common Stock are then trading, if any,
on the day immediately preceding such date, or, if shares were
not traded on such date, then on the next preceding trading day
during which a sale occurred; or (b) if the Bank's Common Stock
is not traded on an exchange but is quoted on Nasdaq or a
successor quotation system, (1) the last sales price (if the
Common Stock is then listed as a National Market Issue under the
Nasdaq National Market System) or (2) the closing representative
bid price (in all other cases) for the Common Stock on the day
immediately preceding such date as reported by Nasdaq or such
successor quotation system; or (c) if the Bank's Common Stock is
not publicly traded on an exchange and not quoted on Nasdaq or a
successor quotation system, the closing bid price for the Common
Stock on such date as determined in good faith by the Committee;
or (d) if the Bank's Common Stock is not publicly traded, the
fair market value established by the Committee acting in good
faith.
9. [Reserved].
10. Duration, Exercisability, and Termination of Options.
10.1. Option Period. The option period shall be
determined by the Committee with respect to each Option granted.
In no event, however, may the option period exceed ten (10) years
from the date on which the Option is granted.
10.2. Exercisability of Options. Each Option shall
be exercisable in whole or in consecutive installments,
cumulative or otherwise, during its term as determined in the
discretion of the Committee.
10.3. [Reserved].
11. Manner of Option Exercise; Rights and Obligations of
Optionees.
11.1. Written Notice of Exercise. An Optionee may
elect to exercise an Option in whole or in part, from time to
time, subject to the terms and conditions contained in the Plan
and in the agreement evidencing such Option, by giving written
notice of exercise to the Bank at its principal executive office.
11.2. Cash Payment for Optioned Shares. If an
Option is exercised for cash, such notice shall be accompanied by
a cashier's or personal check, or money order, made payable to
the Bank for the full exercise price of the shares purchased.
11.3. [Reserved].
11.4. Investment Representation for Non-Registered
Shares and Legality of Issuance. The receipt of shares of Common
Stock upon the exercise of an Option shall be conditioned upon
the Optionee providing to the Committee a written representation
that, at the time of such exercise, it is the intent of such
person(s) to acquire the shares for investment only and not with
a view toward distribution. The certificate for unregistered
shares issued for investment shall be restricted by the Bank as
to transfer unless the Bank receives an opinion of counsel
satisfactory to the Bank to the effect that such restriction is
not necessary under then pertaining law. The providing of such
representation and such restrictions on transfer shall not,
however, be required upon any person's receipt of shares of
Common Stock under the Plan in the event that, at the time of
grant of the Option relating to such receipt or upon such
receipt, whichever is the appropriate measure under applicable
federal or state securities laws, the shares subject to the
Option shall be (a) covered by an effective and current
registration statement under the Securities Act of 1933, as
amended, and (b) either qualified or exempt from qualification
under applicable state securities laws. The Bank shall, however,
under no circumstances be required to sell or issue any shares
under the Plan if, in the opinion of the Committee, (a) the
issuance of such shares would constitute a violation by the
Optionee or the Bank of any applicable law or regulation of any
governmental authority, or (b) the consent or approval of any
governmental body is necessary or desirable as a condition of, or
in connection with, the issuance of such shares.
11.5. Shareholder Rights of Optionee. Upon
exercise, the Optionee shall be recorded on the books of the Bank
as the owner of the shares, and the Bank shall deliver to such
record owner one or more duly issued stock certificates
evidencing such ownership. No person shall have any rights as a
shareholder with respect to any shares of Common Stock covered by
an Option granted pursuant to the Plan until such person shall
have become the holder of record of such shares. Except as
provided in Section 13, no adjustments shall be made for cash
dividends or other distributions or other rights as to which
there is a record date preceding the date such person becomes the
holder of record of such shares.
11.6. Holding Periods for Tax Purposes. The Plan
does not provide that an Optionee must hold shares of Common
Stock acquired under the Plan for any minimum period of time.
Optionees are urged to consult with their own tax advisors with
respect to the tax consequences to them of their individual
participation in the Plan.
12. Successive Grants. Successive grants of Options may be
made to any Optionee under the Plan.
13. Adjustments.
13.1. If the outstanding Common Stock shall be
hereafter increased or decreased, or changed into or exchanged
for a different number or kind of shares or other securities of
the Bank or of another corporation, by reason of a
recapitalization, reclassification, reorganization, merger,
consolidation, share exchange, or other business combination in
which the Bank is the surviving parent corporation, stock split-
up, combination of shares, or dividend or other distribution
payable in capital stock or rights to acquire capital stock,
appropriate adjustment shall be made by the Committee in the
number and kind of shares for which options may be granted under
the Plan. In addition, the Committee shall make appropriate
adjustment in the number and kind of shares as to which
outstanding and unexercised options shall be exercisable, to the
end that the proportionate interest of the holder of the option
shall, to the extent practicable, be maintained as before the
occurrence of such event. Such adjustment in outstanding options
shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding
adjustment in the exercise price per share.
13.2. In the event of the dissolution or
liquidation of the Bank, any outstanding and unexercised options
shall terminate as of a future date to be fixed by the Committee.
13.3. In the event of a Reorganization (as
hereinafter defined), then,
a. If there is no plan or agreement with
respect to the Reorganization ("Reorganization Agreement"), or if
the Reorganization Agreement does not specifically provide for
the adjustment, change, conversion, or exchange of the
outstanding and unexercised options for cash or other property or
securities of another corporation, then any outstanding and
unexercised options shall terminate as of a future date to be
fixed by the Committee; or
b. If there is a Reorganization Agreement,
and the Reorganization Agreement specifically provides for the
adjustment, change, conversion, or exchange of the outstanding
and unexercised options for cash or other property or securities
of another corporation, then the Committee shall adjust the
shares under such outstanding and unexercised options, and shall
adjust the shares remaining under the Plan which are then
available for the issuance of options under the Plan if the
Reorganization Agreement makes specific provisions therefor, in a
manner not inconsistent with the provisions of the Reorganization
Agreement for the adjustment, change, conversion, or exchange of
such options and shares.
13.4. The term "Reorganization" as used in this
Section 13 shall mean any reorganization, merger, consolidation,
share exchange, or other business combination pursuant to which
the Bank is not the surviving parent corporation after the
effective date of the Reorganization, or any sale or lease of all
or substantially all of the assets of the Bank. Nothing herein
shall require the Bank to adopt a Reorganization Agreement, or to
make provision for the adjustment, change, conversion, or
exchange of any options, or the shares subject thereto, in any
Reorganization Agreement which it does adopt.
13.5. The Committee shall provide to each optionee
then holding an outstanding and unexercised option not less than
thirty (30) calendar days' advanced written notice of any date
fixed by the Committee pursuant to this Section 13 and of the
terms of any Reorganization Agreement providing for the
adjustment, change, conversion, or exchange of outstanding and
unexercised options. Except as the Committee may otherwise
provide, each optionee shall have the right during such period to
exercise his option only to the extent that the option was
exercisable on the date such notice was provided to the optionee.
13.6. No modification, extension, renewal, or other
change in any option granted under the Plan may be made, after
the grant of such option, without the optionee's consent, unless
the same is permitted by the provisions of the Plan and the
option agreement.
13.7. All adjustments and determinations under this
Section 13 shall be made by the Committee in good faith in its
sole discretion.
14. [Reserved].
15. Tax Withholding.
The exercise of any Option granted under the Plan is
subject to the condition that if at any time the Bank shall
determine, in its discretion, that the satisfaction of withholding
tax or other withholding liabilities under any federal, state or
local law is necessary or desirable as a condition of, or in
connection with, such exercise or a later lapsing of time or
restrictions on or disposition of the shares of Common Stock
received upon such exercise, then in such event, the exercise of
the Option shall not be effective unless such withholding shall
have been effected or obtained in a manner acceptable to the Bank.
When an Optionee is required to pay to the Bank an amount required
to be withheld under applicable income tax laws in connection with
the exercise of any Option, the Optionee may, subject to the
approval of the Committee, which approval shall not have been
disapproved at any time after the election is made, satisfy the
obligation, in whole or in part, by electing to have the Bank
withhold shares of Common Stock having a value equal to the amount
required to be withheld. The value of the Common Stock withheld
pursuant to the election shall be determined by the Committee, in
accordance with the criteria set forth in Section 8, with
reference to the date the amount of tax to be withheld is
determined. The Optionee shall pay to the Bank in cash any amount
required to be withheld that would otherwise result in the
withholding of a fractional share.
16. Term of Plan.
16.1. Effective Date. Subject to shareholder
approval, the Plan shall become effective as of March 19, 1997.
16.2. Termination Date. Except as to options
granted and outstanding under the Plan prior to such time, the
Plan shall terminate at midnight on March 20, 2007, and no Option
shall be granted after that time. Options then outstanding may
continue to be exercised in accordance with their terms. The
Plan may be suspended or terminated at any earlier time by the
Board within the limitations set forth in Section 4.
17. Non-Exclusivity of the Plan.
Nothing contained in the Plan is intended to amend,
modify, or rescind any previously approved compensation plans,
programs or options entered into by the Bank. This Plan shall be
construed to be in addition to and independent of any and all such
other arrangements. Neither the adoption of the Plan by the Board
nor the submission of the Plan to the shareholders of the Bank for
approval shall be construed as creating any limitations on the
power or authority of the Board to adopt, with or without share-
holder approval, such additional or other compensation
arrangements as the Board may from time to time deem desirable.
18. Governing Law.
The Plan and all rights and obligations under it shall
be construed and enforced in accordance with the laws of the State
of California.
19. Information to Optionees.
Optionees under the Plan who do not otherwise have
access to financial statements of the Bank will receive the Bank's
financial statements at least annually.
For reference purposes, this Plan was adopted by the
Board of Directors of the Bank on March 19, 1997 and subsequently
approved by the shareholders of the Bank on April 29, 1997.
9 0146-5\Agr Stock Optn.Dir\w