REGENCY BANCORP
INCENTIVE STOCK OPTION AGREEMENT
Regency Bancorp, a California corporation (the "Company"), has
granted to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Optionee"), an option (the "Option") to
purchase a total of 15,000 shares of Common Stock, at the price determined as
provided herein, and in all respects subject to the terms, definitions and
provisions of the Regency Bancorp 1990 Stock Option Plan, as amended (the
"Plan"). The terms defined in the Plan shall have the same defined meanings
herein.
1. NATURE OF THE OPTION. This Option is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the Code.
2. EXERCISE PRICE. The exercise price is $8.94 for each share
of Common Stock, which price is not less than the fair market value per
share of the Common Stock on the date of grant.
3. EXERCISE OF OPTION. This Option shall be exercisable
during its term in accordance with the provisions of Section 6 of the Plan as
follows:
(a) RIGHT TO EXERCISE.
(i) This Option shall vest cumulatively from the date
of grant of the Option, exercisable during a period of 120 months after the
date of grant as follows: % of the shares subject to the Option shall be
vested as follows: 1/3 immediately, 1/3 on 12/16/97, 1/3 on 12/16/98.
(ii) This Option may not be exercised for less than 10
shares nor for a fraction of a share.
(iii) In the event of Optionee's death, disability
or other termination of employment, the exercisability of the Option is
governed by ▇▇▇▇▇▇▇▇ ▇, ▇, ▇ ▇▇▇ ▇ ▇▇▇▇▇.
(▇) METHOD OF EXERCISE. This Option shall be exercisable
by written notice which shall state the election to exercise the Option and
the number of shares in respect of which the Option is being exercised. Such
written notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company accompanied by
payment of the exercise price.
No shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any stock exchange or inter-dealer
quotation system upon which the shares of the Company's Common Stock may then
be listed or quoted. Assuming such compliance, the shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such shares. An Optionee shall have no rights as a shareholder of
the Company with respect to any shares until the issuance of a stock
certificate to the Optionee for such shares.
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4. METHOD OF PAYMENT. Payment of the exercise price shall be
by cash, certified check, official bank check, or by the delivery of shares
of the Company's Common Stock which (i) have been owned by the Optionee for
at least six (6) months or such other period as the Committee may require;
and (ii) have an aggregate fair market value on the date of surrender equal
to the exercise price. In addition, an Optionee may also elect to satisfy
the exercise price by requesting that the Company withhold a sufficient
number of shares from the shares otherwise due upon exercise which have an
aggregate fair market value on the date of exercise equal to the exercise
price; provided, however, that such an election is subject to approval or
disapproval by the Committee, and if the Optionee is subject to Section 16 of
the Securities Exchange Act of 1934, as amended, the timing of the election
and exercise of the option must satisfy the requirements of Rule 16b-3.
Moreover, the Optionee may exercise the Option by delivering to the Company,
together with the exercise notice, (i) a copy of irrevocable written
instructions provided by the Optionee to a designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the Company,
out of the sale proceeds available on the settlement date, sufficient funds
to cover the aggregate exercise price payable for the purchased shares plus
all applicable federal, state and local income and employment taxes required
to be withheld by the Company by reason of such purchase and (ii) written
instructions to the Company to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale
transaction.
5. TERMINATION OF STATUS AS AN EMPLOYEE FOR ANY REASON OTHER
THAN CAUSE. If Optionee ceases to serve as an employee, he may, but only
within three months after the date he ceases to be an employee of the Company
or its affiliates, exercise this Option to the extent that the Option was
vested as of the date of such termination; provided that in no event is the
date of exercise beyond expiration of the Option. To the extent that the
Option was not vested as of the date of such termination, or if Optionee does
not exercise this Option within the time specified herein, the Option shall
terminate.
6. TERMINATION OF STATUS AS AN EMPLOYEE FOR CAUSE. If
Optionee's status as an employee is terminated for Cause, as provided in
Section 6(c) of the Plan, this Option shall terminate on the thirtieth day
after the date of termination of employment. "Cause" may consist of an act
of embezzlement; fraud; dishonesty; breach of fiduciary duty to the Company
(which for purposes of this Section 6 includes the Company's affiliates);
deliberate disregard of the rules of the Company which result in loss, damage
or injury to the Company; the unauthorized disclosure of any of the secrets
or confidential information of the Company; the inducement of any client or
customer of the Company to break any contract with the Company or the
inducement of any principal for whom the Company acts as agent to terminate
such agency relations; engagement in any conduct which constitutes unfair
competition with the Company; or the removal of Optionee from any office of
the Company by any bank regulatory agency.
7. DISABILITY OF OPTIONEE. Notwithstanding the provisions
of Section 5 above, if Optionee is unable to continue his employment with the
Company as a result of his disability (as defined below), he may, within 12
months from the date of termination of employment, exercise his Option to the
extent the Option was vested as of the date of such termination; provided
that in no event is the date of exercise beyond expiration of the Option;
and, provided further, that, in
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certain situations, an exercise after three months following such termination
may preclude favorable tax treatment normally accorded incentive stock
options (I.E., the Option will be taxed as a non-qualified stock option). To
the extent that the Option was not vested as of the date of termination, or
if Optionee does not exercise such Option within the time specified herein,
the Option shall terminate. For purposes of this provision, "disability"
shall mean the inability of Optionee to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment and shall be determined by the Board of Directors or the Committee
on the basis of such medical evidence as the Board of Directors or Committee
deems warranted under the circumstances.
8. DEATH OF OPTIONEE. In the event of the death of Optionee
while Optionee is an employee of the Company or its affiliates, the Option
may be exercised, at any time within 12 months following the date of death,
by Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Option was
vested as of the date of death; provided that in no event is the date of
exercise beyond expiration of the Option.
9. NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
him. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
10. TERM OF OPTION. Subject to earlier termination as provided
in the Plan, this Option shall terminate 10 years from the date of grant of
this Option, and may be exercised during such term only in accordance with
the Plan and the terms of this Option.
11. EARLY DISPOSITION OF STOCK. Optionee understands that if
he disposes of any shares received under this Option within two (2) years
after the date of this Agreement or within one (1) year after such shares
were transferred to him, he will be treated for federal income tax purposes
as having received ordinary income at the time of such disposition in an
amount generally measured by the difference between the exercise price and
the lower of the fair market value of the shares at the date of the exercise
or the fair market value of the shares at the date of disposition. OPTIONEE
AGREES TO NOTIFY THE COMPANY IN WRITING WITHIN 5 DAYS AFTER THE DATE OF ANY
SUCH DISPOSITION. Optionee understands that if he disposes of such shares at
any time after the expiration of such two-year and one-year holding periods,
any gain on such sale will be taxed as long-term capital gain.
12. QUALIFICATION AS AN INCENTIVE STOCK OPTION. Optionee
understands that the Option is intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Code. Optionee understands,
further, that: (a) under the Code, if an optionee is unable to continue his
or her employment with the Company as a result of a total and permanent
disability (as defined in Section 22(e)(3) of the Code), and if the other
requirements for incentive stock option treatment contained in Section 422 of
the Code are satisfied, Optionee will be entitled to exercise the Option
within 12 months of such termination without defeating incentive stock option
treatment; but (b) if Optionee is unable to continue his or her employment
with the Company as a result of his or her disability, and such disability is
not a total and permanent
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disability (as defined in Section 22(e)(3) of the Code), the Option will not
qualify as an incentive stock option unless it is exercised within three
months of the date of termination (I.E., while the Option may be exercised
for a period of 12 months after such termination, the exercise more than
three months following termination will result in the Option being taxed as a
non-qualified stock option). Finally, Optionee understands that: (a) an
exercise procedure involving the withholding of shares otherwise due upon
exercise of an Option or an immediate sale of acquired shares in a broker
sale and remittance procedure will be a disqualifying disposition of such
shares, while the exercise method involving the delivery of previously owned
shares will not (provided that if the shares being delivered were acquired
upon the exercise of incentive stock options, they satisfy the holding
periods mentioned above); (b) the exercise price for the shares subject to
this Option has been determined in accordance with the Plan at a price not
less than 100% (or, if Optionee owned at the time of grant more than 10% of
the voting securities of the Company, 110%) of the fair market value of the
shares at the time of grant; (c) the Company believes that the methodology by
which the fair market value was determined at such time represented a good
faith attempt, as defined in the Code and the regulations thereunder, at
reaching an accurate appraisal of the fair market value of the shares; and
(d) the Company shall not be responsible for any additional tax liability
incurred by Optionee in the event that the Internal Revenue Service were to
determine that the Option does not qualify as an incentive stock option, for
any reason, including a determination that the valuation did not represent a
good faith attempt to value the shares.
DATE OF GRANT: December 16, 1996
Regency Bancorp
By: ▇▇▇ ▇▇▇▇,
Duly Authorized on Behalf of
Regency Bancorp
Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board of Directors and the
Committee upon any questions arising under the Plan.
Dated: DECEMBER 16, 1996
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Optionee
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