Common use of Taxation upon Exercise of Option Clause in Contracts

Taxation upon Exercise of Option. Grantee may satisfy his or her tax withholding obligation arising upon exercise of the Option by one or some combination of the following methods: (a) by cash payment, or (b) out of Grantee’s current compensation, or (c) if permitted by the Committee, in its discretion, by surrendering to the Company Shares that (i) were previously acquired from the Company, provided the delivery of such Shares will not result in adverse accounting consequences, and (ii) have a Fair Market Value on the date of surrender equal to or greater than Grantee’s applicable tax rate times the ordinary income recognized, (d) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes of the Plan. For this purpose, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). If Grantee is subject to Section 16 of the Securities Exchange Act (an “Insider”), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”) and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by Grantee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and (c) all elections shall be subject to the consent or disapproval of the Committee.

Taxation upon Exercise of Option. Grantee may Optionee understands that, upon -------------------------------- exercising a Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of the this Option by one or some combination of the following methods: (ai) by cash payment, or (bii) out of Grantee’s Optionee's current compensation, or (ciii) if permitted by the CommitteeAdministrator, in its discretion, by surrendering to the Company Shares that which (ia) were in the case of Shares previously acquired from the Company, provided have been owned by the delivery Optionee for more than six months on the date of such Shares will not result in adverse accounting consequencessurrender, and (iib) have a Fair Market Value fair market value on the date of surrender equal to or greater less than Grantee’s applicable tax rate times the ordinary income recognizedamount required to be withheld, (div) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value fair market value equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes of the Plan. For this purpose, the Fair Market Value fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “"Tax Date”"). If Grantee is subject In the absence of any other arrangement, the Employee shall be deemed to Section 16 have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Securities Exchange Act (Option or Stock Purchase Right. In the case of an “Insider”)Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any surrender remaining tax obligations, in the absence of previously owned any other arrangement and to the extent permitted under the Applicable Laws, the Optionee shall be deemed to have elected to have the Company withhold from the Shares to satisfy tax withholding obligations arising be issued upon exercise of this the Option must comply with that number of Shares having a Fair Market Value determined as of the applicable provisions of Rule 16b-3 promulgated under Tax Date equal to the Exchange Act (“Rule 16b-3”) and shall amount required to be subject to such additional conditions withheld. Any election or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections deemed election by Grantee Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, the election under this Section 11 shall be irrevocable as to the particular Shares of the Option as to which the election is made; and (c) all elections made and shall be subject to the consent or disapproval of the CommitteeAdministrator. In the event an election to have Shares withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number of Shares on the applicable Tax Date.

Taxation upon Exercise of Option. Grantee Optionee understands that, upon exercising a Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of the this Option by one or some combination of the following methods: (ai) by cash payment, or (bii) out of Grantee’s Optionees current compensation, or (ciii) if permitted by the CommitteeAdministrator, in its discretion, by surrendering to the Company Shares that which (ia) were in the case of Shares previously acquired from the Company, provided have been owned by the delivery Optionee for more than six months on the date of such Shares will not result in adverse accounting consequences, surrender and (iib) have a Fair Market Value on the date of surrender equal to or greater less than Grantee’s applicable Optionees marginal tax rate times the ordinary income recognized, or (div) if permitted by in the Committeediscretion of the Administrator, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes of the Plan. For this purpose, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “Tax Date”"TAX DATE"). If Grantee the Optionee is subject to Section 16 of the Securities Exchange Act (an “Insider”"INSIDER"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”"RULE 16B-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by Grantee an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee Administrator and shall be subject to the following restrictions: (ai) the election must be made on or prior to the applicable Tax Date; (bii) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and; (ciii) all elections shall be subject to the consent or disapproval of the CommitteeAdministrator; and (iv) if the Optionee is an Insider, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

Taxation upon Exercise of Option. Grantee may satisfy his or her tax withholding obligation arising Optionee understands that upon exercise of the Option by one or some combination of the following methods: (a) by cash paymentthis Option, or (b) out of Grantee’s current compensation, or (c) if permitted by the Committee, he will generally recognize income for tax purposes in its discretion, by surrendering to the Company Shares that (i) were previously acquired from the Company, provided the delivery of such Shares will not result in adverse accounting consequences, and (ii) have a Fair Market Value on the date of surrender equal to or greater than Grantee’s applicable tax rate times the ordinary income recognized, (d) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value an amount equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes excess of the Plan. For this purpose, the then Fair Market Value of the Shares over the exercise price. The Company will be required to withhold tax from Optionee's current compensation with respect to such income; to the extent that Optionee's current compensation is insufficient to satisfy the withholding tax liability, the Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this Option. The Optionee may elect to pay such tax by (i) requesting the Company to withhold a sufficient number of shares from the shares otherwise due upon exercise or (ii) by delivering a sufficient number of shares of the Company's common stock which have been previously held by the Optionee for such a period of time as the Committee may require. The aggregate value of the shares withhold or delivered, as determined by the Committee must be withheld shall be determined on sufficient to satisfy all such applicable taxes, except as otherwise permitted by the date that the amount of tax to be withheld is to be determined (the “Tax Date”)Committee. If Grantee the Optionee is subject to Section 16 of the Securities Exchange Act (an “Insider”)of 1934, any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with as amended, the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“Rule 16b-3”) and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by Grantee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee and shall be subject to the following restrictions: (a) the Optionee's election must be made on in compliance with rules and procedures established by the Committee. Grant Date: --------------- GREATER BAY BANCORP By: --------------------------- ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President Chief Operating Officer and Chief Financial Officer Optionee represents that Optionee is familiar with the terms and provisions of this Option and hereby accepts the same subject to all the terms and provisions hereof. Optionee hereby agrees to accept as binding, conclusive and final all decision, or prior interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Plan. Dated: ---------------------- ----------------------------- Optionee ADDENDUM TO NONSTATUTORY STOCK OPTION AGREEMENT This Addendum to Nonstatutory Stock Option Agreement ("addendum") is hereby entered into between Greater Bay Bancorp, a California corporation (the "Company"), and ______________ ("Optionee") pursuant to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and (c) all elections shall be subject to the consent or disapproval of the Committee.following recitals:

Taxation upon Exercise of Option. Grantee Optionee understands that, upon exercising a Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to six (6) months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an Employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of the this Option by one or some combination of the following methods: (ai) by cash payment, or (bii) out of Grantee’s Optionee's current compensation, or (ciii) if permitted by the CommitteeAdministrator, in its his or her discretion, by surrendering to the Company Shares that which (ia) were in the case of Shares previously acquired from the Company, provided have been owned by the delivery Optionee for more than six (6) months on the date of such Shares will not result in adverse accounting consequences, surrender and (iib) have a Fair Market Value on the date of surrender equal to or greater less than Grantee’s applicable Optionee's marginal tax rate times the ordinary income recognized, or (div) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares shares having a Fair Market Value equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes of the Plan. For this purpose, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “"Tax Date”"). If Grantee the Optionee is subject to Section 16 of the Securities Exchange Act (an “"Insider”"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“"Rule 16b-3”") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by Grantee an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee Administrator and shall be subject to the following restrictions: (a) : the election must be made on or prior to the applicable Tax Date; (b) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and (c) all elections shall be subject to the consent or disapproval of the Committee.

Taxation upon Exercise of Option. Grantee may satisfy his Optionee understands that, upon exercising a nonstatutory Option, he or her she will recognize income for tax withholding obligation arising upon exercise of the Option by one or some combination of the following methods: (a) by cash payment, or (b) out of Grantee’s current compensation, or (c) if permitted by the Committee, purposes in its discretion, by surrendering to the Company Shares that (i) were previously acquired from the Company, provided the delivery of such Shares will not result in adverse accounting consequences, and (ii) have a Fair Market Value on the date of surrender equal to or greater than Grantee’s applicable tax rate times the ordinary income recognized, (d) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value an amount equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes excess of the Plan. For this purpose, the Fair Market Value then fair market value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “Tax Date”). If Grantee six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount If the Optionee is subject to Section 16 of the Exchange Act (an “"Insider”"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“"Rule 16b-3”") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by Grantee an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee Administrator and shall be subject to the following restrictions: (a1) the election must be made on or prior to the applicable Tax Date;: (b2) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and; (c3) all elections shall be subject to the consent or disapproval of the CommitteeAdministrator, (4) if the Optionee is an Insider, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

Taxation upon Exercise of Option. Grantee Optionee understands that, upon exercising a nonstatutory Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of the this Option by one or some combination of the following methods: (ai) by cash payment, or (bii) out of Grantee’s Optionee's current compensation, or (ciii) if permitted by the CommitteeAdministrator, in its discretion, by surrendering to the Company Shares that which (ia) were in the case of Shares previously acquired from the Company, provided have been owned by the delivery Optionee for more than six months on the date of such Shares will not result in adverse accounting consequencessurrender, and (iib) have a Fair Market Value fair market value on the date of surrender equal to or greater less than Grantee’s applicable Optionee's marginal tax rate times the ordinary income recognized, (div) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value fair market value equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes of the Plan. For this purpose, the Fair Market Value fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the “"Tax Date”"). If Grantee the Optionee is subject to Section 16 of the Securities Exchange Act (an “"Insider”"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act (“"Rule 16b-3”") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by Grantee an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Committee Administrator and shall be subject to the following restrictions: (a1) the election must be made on or prior to the applicable Tax Date; (b2) once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made; and; (c3) all elections shall be subject to the consent or disapproval of the CommitteeAdministrator; (4) if the Optionee is an Insider, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. (i) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or California income tax liability upon the exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.