EXHIBIT 10(e)
NORTHERN EMPIRE BANCSHARES
1997 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Stock Option Agreement
("Agreement").
I. Notice of Stock Option Grant
Name of Optionee: ______________________
You have been granted an option ("Option") to purchase Common Stock
of Northern Empire Bancshares ("Company"), in accordance with the
purposes of the 1997 Stock Option Plan of the Company and in recognition
of your many years of service and contributions to the Company and
Sonoma National Bank. The Option is subject to all of the terms and
conditions of the Plan and this Agreement, as follows:
Date of Grant: ___________________
Vesting Commencement Date: __________________
Exercise Price per Share: $________per Share
Total Number of Shares Covered by Option: ________________
Total Exercise Price: $_____________
Type of Option: ____________________
Term/Expiration Date: __________________________
Vesting Schedule: _________________________
Approval of Shareholders: _________________________
II. Agreement
1. Grant of Option. The Board of Directors of the Company hereby grants
to the Optionee named in the Notice of Grant attached as Part I of this
Agreement (the "Optionee"), an option (the "Option") to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the "Exercise Price"),
subject to the terms and conditions of this Agreement and the terms and
conditions of the Plan, which is incorporated herein by reference. In
the event of a conflict between the terms and conditions of the Plan and
the terms and conditions of this Agreement, the terms and conditions of
the Plan shall prevail.
2. Exercise of Option.
(a) Right to Exercise. This Option is exercisable, in whole or in part,
during its term in accordance with the Vesting Schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this
Agreement. In the event of Optionee's death, Disability or other
termination of Optionee service as a director, the exercisability of
the Option is governed by the applicable provision of the Plan and this
Agreement.
(b) Method of Exercise. This Option is exercisable, in whole or in
part, by delivery of an exercise notice, in the form attached hereto as
Exhibit A (the "Exercise Notice"), which shall state the election to
exercise the Option, the number of Shares in respect of which the Option
is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be
signed by the Optionee, or other person entitled to exercise the Option,
and shall be delivered in person or by certified mail to the Secretary
of the Company. The Exercise Notice shall be accompanied, or followed
within 15 days, by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully exercised Exercise Notice
accompanied by such aggregate Exercise Price.
No shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with Applicable Laws.
3. Method of Payment. Payment must be made by the fifteenth
(15th) day after the notice of exercise. Payment of the aggregate
Exercise Price shall be by any of the following, or a combination
thereof:
(a) cash,
(b) check, or
(c) delivery of a properly executed Exercise Notice together
with such other documentation as the Administrator and
the broker, if applicable, shall require to effect an
exercise of the Option and delivery to the Company of the
Exercise Price.
4. Transferability of Option. This Option may be transferred or
disposed of by the Optionee or a permitted transferee of the Optionee
only in accordance with the terms of the Plan in effect at the time of
the transfer. In the event of any such transfer, the Option shall be
exercisable by a transferee only to the extent exercisable by the
Optionee and as provided in this Agreement.
5. Term of Option. This Option may be exercised only within the
term set forth in the Notice of Grant, and may be exercised during such
term only in accordance with the Plan and the terms of this Agreement.
6. Effect of Termination of Service as Director. The termination of
Optionee's service as a director of the Company and/or the Bank (for
reasons other than death or disability) shall not affect the right of
the Optionee to exercise this Nonstatutory Option at any time during the
term of this Option unless the director is "removed for cause" from the
Board of Directors of the Company or the Bank, as provided herein. In
the event a director is so removed for cause, such director's right to
exercise the Option granted herein shall terminate immediately, subject
to the right of the Board of Directors of the Company, in its sole
discretion, to extend the exercise period for a period of not to exceed
90 days, if the Board of Directors determines that such an extension is
warranted under the circumstances. The determination of the Board of
Directors shall be final and conclusive. In no event, however, may the
Option be exercised more than 10 years from the date it was granted.
For purposes of this Agreement, "removed for cause" shall mean any
of the following:
A. In the event that Optionee's service as a director of the
Bank or of the Company is terminated by reason of his removal or
suspension as a director of the Bank or the Company by reason of (1) a
final order of a governmental banking authority or (2) a final judgment
of a court of law affirming such final order of a governmental banking
authority, then the director shall be deemed to have been "removed for
cause."
B In the event that Optionee's service as a director of the
Company is terminated by reason of Optionee's directorship being
declared vacant by the Board of Directors of the Company because (a) he
is convicted of a felony or (b) he is declared to be of unsound mind by
an order of court, then the director shall be deemed to have been
"removed for cause."
C. In the event a court of competent jurisdiction removes a
director from office in case of fraudulent or dishonest acts or gross
abuse of authority or discretion with reference to the Company for any
period of time, such director shall be deemed to have been "removed for
cause."
7. Effect of Transfer of Nonstatutory Option. In the event this
Option is transferred in accordance with the terms of the Plan, the
transferee shall receive only the right to exercise the Option to the
same extent that the Optionee would be able to exercise the Option at
the time the transferee delivers the Exercise Notice, as provided
herein. The Optionee named above shall retain the right,
notwithstanding such transfer, to modify or amend this Option Agreement
to the extent provided by law. The right of the transferee of the
Option to transfer the Option shall be no greater than the right of the
Optionee to transfer the Option.
8. Entire Agreement, Governing Law. The Plan is incorporated herein
by reference. The Plan and this Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and
superseded in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and
may not be modified except by means of a writing signed by the Company
and the Optionee. This Agreement is governed by California law and
applicable federal law.
By signing below, you and the Company agree that this Option is
granted under and governed by the terms and conditions of the Plan and
this Agreement. Optionee has reviewed the Plan and this Agreement in
their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Agreement and fully understands all provisions
of the Plan and the Agreement. Optionee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and the Agreement.
Optionee further agrees to notify the Company upon any change in the
residence address indicated below.
OPTIONEE: NORTHERN EMPIRE BANCSHARES
________________________ by: _______________________
(signature) _______________________
_______________________
________________________ (name and title)
________________________ (residence address)
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and hereby approves the
terms and conditions of the Plan and this Agreement. In consideration
of the Company's granting his or her spouse the rights to purchase
Shares as set forth in the Plan and this Agreement, the undersigned
hereby agrees to be irrevocably bound by the terms and conditions of the
Plan and this Agreement and further agrees that any community property
interest shall be similarly bound. The undersigned hereby appoints the
undersigned's spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under the Plan or this
Agreement.
__________________________________
Spouse of Optionee
EXHIBIT A
1997 STOCK OPTION PLAN
EXERCISE NOTICE
Northern Empire Bancshares
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Attention: _____________
1. Exercise of Option. Effective as of __________, ____, (which date
must be within fifteen (15) days of the date of this Notice) the
undersigned ("Purchaser") hereby elects to purchase ______________
shares (the "Shares") of the Common Stock of Northern Empire Bancshares
(the "Company") under and pursuant to the 1997 Stock Option Plan (the
"Plan") and the Stock Option Agreement dated ________________ (the
"Option Agreement"). The purchase price for the shares shall be $____,
as required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the
full purchase price for the Shares.
3. Representations of Purchaser. Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.
4. Rights as Shareholder. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized
transfer agent of the company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. A share certificate for the
number of Shares so acquired shall be issued to the Purchaser as soon as
practicable after exercise of the Option. No adjustment will be made
for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 12
of the Plan.
5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or
disposition of the Shares. Purchase represents that Purchaser has
consulted with any tax consultants Purchaser deems advisable in
connection with the purchase or disposition of the Shares and that
Purchaser is not relying on the Company for any tax advice.
6. Entire Agreement; Governing Law. The Plan and the Agreement are
incorporated herein by reference. This Agreement, the Plan and the
Option Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified except by
means of a writing signed by the Company and Optionee. This agreement
is governed by California law and applicable federal law..
Submitted by: Accepted by:
PURCHASER: NORTHERN EMPIRE BANCSHARES
___________________________ By_____________________________
Signature
___________________________ Its_____________________________
Print Name
Address Address
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_________________________ Santa Rosa, CA 95404