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EXHIBIT 99.1
CVB FINANCIAL CORP. 1999 ORANGE NATIONAL BANCORP
1993 CONTINUATION STOCK OPTION PLAN
1. BACKGROUND
(a) CVB Financial Corp. (the "Company") and Orange National Bancorp
("ONB") entered into that certain Agreement and Plan of Reorganization (the
"Agreement") dated as of May 18, 1999, which provides for the merger of ONB with
and into the Company.
(b) Section 7.9 of the Agreement provides as follows:
7.9.1 At and as of the Effective Time of the Merger, CVB shall
assume each and every outstanding option to purchase shares of ONB Stock ("ONB
Stock Option") and all obligations of ONB under the ONB Stock Option Plans. Each
and every ONB Stock Option so assumed by CVB under this Agreement shall continue
to have, and be subject to, the same terms and conditions set forth in the ONB
Stock Option Plans and in the other documents governing such ONB Stock Option
immediately prior to the Effective Time of the Merger, except that: (i) such ONB
Stock Option shall be exercisable for that number of whole shares of CVB Stock
equal to the product of (A) the number of shares of ONB Stock that were
purchasable under such ONB Stock Option immediately prior to the Effective Time
of the Merger multiplied by (B) the Conversion Ratio, rounded down to the
nearest whole number of shares of CVB Stock; and (ii) the per share exercise
price for the shares of CVB Stock issuable upon exercise of such ONB Stock
Option shall be equal to the quotient determined by dividing (A) the exercise
price per share of ONB Stock at which such ONB Stock Option was exercisable
immediately prior to the Effective Time of the Merger by (B) the Conversion
Ratio. Prior to the Effective Time of the Merger, CVB shall issue to each holder
of an outstanding ONB Stock Option a document evidencing the assumption of such
ONB Stock Option by CVB pursuant to this Section 7.9.
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7.9.2. CVB shall comply with the terms of the ONB Stock Option Plan
and use its reasonable best efforts so that, to the extent required by, and
subject to the provisions of, such Plans, ONB Stock Options which qualify as
incentive stock options prior to the Effective Time of the Merger qualify as
incentive stock options of CVB after the Effective Time of the Merger.
7.9.3 At or prior to the Effective Time of the Merger, CVB shall
take all corporate action necessary to reserve for issuance a sufficient number
of shares of CVB Stock for delivery upon exercise of CVB Stock Options assumed
by it in accordance with this Section 7.9. At the Effective Time, or as soon as
practicable thereafter, CVB shall, if necessary, file a registration statement
on Form S-8, as the case may be (or any successor or other appropriate forms);
or another appropriate form with respect to the shares of CVB Common Stock
subject to such options and shall use all reasonable efforts to maintain the
effectiveness of such registration statement (and maintain the current status of
the prospectus or prospectuses contained therein) for so long as such options
remain outstanding.
(c) The term "Effective Time," as used herein, shall mean the effective
time of the Merger as such term is defined in the Agreement. The Effective Time
occurred or is anticipated to occur on or about October 4, 1999.
(d) As of the Effective Time, there were options for 8,000 shares of ONB
common stock outstanding under the ONB 1993 Stock Option Plan (the "1993 ONB
Plan").
(e) By way of this CVB Financial Corp. 1999 Orange National Bancorp 1993
Continuation Stock Option Plan, the Company is assuming the 1993 ONB Plan to (i)
reflect the substitution of the Company for ONB; (ii) reflect the options to
purchase stock will be options to purchase the common stock of the Company
("Company Common Stock") with appropriate adjustment for the Conversion Ratio
determined according to the Agreement, (iii) reduce the number of shares
available for distribution under the 1993 ONB Plan to the number of shares
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subject to outstanding ONB Stock Options as of the Effective Time, and (iv) make
other appropriate revisions to the 1993 ONB Plan not inconsistent with the
provisions of the Agreement.
1. PURPOSE
The purpose of the 1999 Orange National Bancorp 1993 Continuation
Stock Option Plan (the "Plan") is to strengthen CVB Financial Corp.(the
"Company") and those corporations which are or may hereafter become subsidiaries
(the "Subsidiaries") by providing additional means of attracting and retaining
competent managerial personnel and by providing to participating officers and
key employees added incentive for high levels of performance and for unusual
efforts to increase the earnings of the Company and any subsidiaries. The Plan
seeks to accomplish these purposes and achieve these results by providing a
means whereby such officers and key employees may purchase shares of the common
stock (the "Common Stock") of the Company pursuant to Stock Options (the "Stock
Options") granted in accordance with this Plan.
Stock Options granted pursuant to this Plan are intended to be
Incentive Stock Options (defined below) as shall be designated by the Stock
Option Committee upon the grant of each Stock Option hereunder.
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2. DEFINITIONS
For purposes of this Plan, the following terms shall have the
following meanings:
(a) "Common Stock" - This term shall mean shares of the Company's
common stock, no par value, subject to adjustment pursuant to Paragraph 15,
"Adjustment Upon Changes in Capitalization", hereunder.
(b) "Company" - This term shall mean CVB Financial Corp., a
California corporation.
(c) "Eligible Participants" - This term shall mean (i) all
officers of the Company or any Subsidiary and all key employees (as such persons
may be determined by the Stock Option Committee from time to time) of the
Company or any Subsidiary.
(d) "Fair Market Value" - This term shall mean the fair market
value of the Common Stock as determined in accordance with any reasonable
valuation method selected by the Stock Option Committee.
(e) "Incentive Stock Option" - This term shall mean a Stock
Option which is an "incentive Stock Option" within the meaning of the Section
422A of the 1986 Internal Revenue Code, as amended.
(f) "Non-Qualified Stock Option" - This term shall mean a Stock
Option which is not an Incentive Stock Option.
(g) "Option Share" - This term shall mean Common Stock covered by
and subject to any outstanding unexercised Stock Option granted pursuant to this
Plan.
(h) "Optionee" - This term shall mean any Eligible Participant to
whom a Stock Option has been granted pursuant to this Plan, provided that at
least part of the Stock Option is outstanding and unexercised.
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(i) "Plan" - This term shall mean the CVB Financial Corp. 1999
CVB Financial Corp. 1993 Continuation Stock Option Plan as embodied herein and
as may be amended from time to time in accordance with the terms hereof and
applicable law.
(j) "Stock Option" - This term shall mean the right to purchase
Common Stock under this Plan in a specified number of shares, at a price and
upon the terms and conditions determined by the Stock Option Committee. The
maximum term of each option granted shall be 10 years from date of grant.
(k) "Stock Option Committee" - The full Board of Directors of the
Company will serve as the Stock Option Committee for purposes of administering
the Plan. All references in the Plan to the "Stock Option Committee" shall be
deemed to refer to the Board of Directors of the Company acting as a Stock
Option committee.
3. ADMINISTRATION
(a) Stock Option Committee. This Plan shall be administered by
the Stock Option Committee which shall be made up of the entire Board of
Directors of the Company.
(b) Administration of the Plan. Any action of the Stock Option
Committee with respect to the administration of the Plan shall be taken pursuant
to a majority vote, or pursuant to the unanimous written consent of its members,
provided that no member of the Board shall vote upon or in any manner influence
a vote concerning any action taken by the Stock Option Committee involving such
member or a Stock Option of such member. Any such action taken by the Stock
Option Committee in the administration of this Plan shall be valid and binding,
so long as the same is not inconsistent with the terms and conditions of this
Plan. Subject to the compliance with the terms, conditions and restrictions set
forth in this Plan, including the power to (i) establish the number of Stock
Options, if any, to be granted hereunder, in the aggregate and with regard to
each Eligible Participant; (ii) determine the time or times when such Stock
Options, or parts thereof may be exercised; (iii) determine the Eligible
Participants, if any, to whom Stock Options are granted; (iv) determine the
duration and purposes, if any, of leaves of absence which may be permitted to
holders of unexercised, unexpired Stock Options without such constituting a
termination of employment under this Plan;
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and (v) prescribe and amend the terms, provisions and form of each instrument
and agreement setting forth the terms and conditions of every Stock Option
granted hereunder.
(c) Decision and Determinations. Subject to the express
provisions of the Plan, the Stock Option Committee shall have the authority to
construe and interpret this Plant to define the terms used herein, to prescribe,
amend and rescind the rules and regulations relating to the administration of
the Plan, and to make all other determinations necessary or advisable for
administration of the Plan. Determinations of the Stock Option Committee on
matters referred to in this Section 3 shall be final and conclusive so long as
the same are not inconsistent with the terms of this Plan.
4. SHARES SUBJECT TO THE PLAN
Subject to adjustments as provided in Section 15 hereof, the
maximum number of shares of Common Stock which may be issued upon exercise of
all Stock Options granted under this Plan is twelve thousand (12,000).
If a Stock Option shall be canceled, surrendered, or expire for
any reason without having been exercised in full, or an Optionee shall be
terminated, whether or not for cause, die or become disabled and such Stock
Option shall be deemed under this Plan to be exercisable only as to certain
increments, if any, then the Option Shares represented thereby which are not
purchased or which may not be purchased because the Stock Option is not fully
exercisable shall again be available for grants of Stock Options under this
Plan.
5. ELIGIBILITY
Only Eligible Participants shall be eligible to receive grants of
Stock Options under this Plan.
6. GRANTS OF STOCK OPTIONS
(a) Grant. Subject to the express provisions of the Plan, the
Stock Option Committee, in its sole and absolute discretion, may grant Stock
Options of the Company or any Subsidiary at the price(s) and time(s), on the
terms and conditions and to such Eligible Participants as it deems advisable and
specifies in the respective grants, subject to the limitations
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and restrictions set forth in the Plan and applicable approvals. An Eligible
Participant who has been granted a Stock Option may, if otherwise eligible, be
granted additional Stock Options if the Stock Option Committee shall so
determine.
(b) Date of Grant and Rights of Optionee. The determination of
the Stock Option Committee to grant a Stock Option shall not in any way
constitute or be deemed to constitute an obligation of the Company, or a right
of the Eligible Participant who is the proposed subject of the grant, and shall
not constitute or be deemed to constitute the grant of a Stock Option hereunder
unless and until both the Company and the Eligible Participant have executed and
delivered to the other a Stock Option agreement ("Stock Option Agreement") in
the form then required by the Stock Option Committee evidencing the grant of the
Stock Option, together with such other instrument or instruments as may be
required by the Stock Option Committee pursuant to this Plan; provided, however,
that the Stock Option Committee may fix the date of grant as any date on or
after the date of its final determination to grant the Stock Option (or if no
date is fixed, then the date of grant shall be the date on which the
determination was finally made by the Stock Option Committee to grant the Stock
Option), and such date shall be set forth in the Stock Option Agreement. The
date of grant as so determined shall be deemed the date of grant of the Stock
Option for purposes of this Plan.
(c) Shareholder-Employees. A Stock Option granted hereunder to an
Eligible Participant who is an employee of the Company or any Subsidiary, who
also owns, directly or indirectly, at the date of the grant of the Stock Option,
more than ten percent (10%) of the total combined voting power of all classes of
capital stock of the Company or a Subsidiary (if permitted in accordance with
the provisions of Section 5 herein) shall not qualify as an Incentive Stock
Option unless (i) the purchase price of the Option Shares subject to said Stock
Option is at least 110% of the Fair Market Value of the Option Shares,
determined as of the date said Stock Option is granted, and (ii) the Stock
Option by its terms is not exercisable after five (5) years from the date that
it is granted.
7. STOCK OPTION EXERCISE PRICE
Minimum Price. The exercise price of any Option Shares shall be
determined by the Stock Option Committee, in its sole and absolute discretion,
upon the grant of a Stock
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Option. Except as provided elsewhere herein, said exercise price shall not be
less than one hundred present (100%) of the Fair Market Value of the Common
Stock represented by the Option Shares on the date of grant of the related Stock
Option.
8. EXERCISE OF STOCK OPTION
(a) Exercise. Except as otherwise provided elsewhere herein, each
Stock Option shall be exercisable in such increments, which need not be equal,
and upon such contingencies as the Stock Option Committee shall determine at the
time of grant of the Stock Option; provided, however, that if an Optionee shall
not in any given period exercise such part of the Stock Option which has become
exercisable during that period, the Optionee's right to exercise such part of
the Stock Option shall continue until expiration of the Stock Option or any part
thereof as may be provided in the related Stock Option Agreement. No Stock
Option or part thereof shall be exercisable except with respect to whole shares
of Common Stock, and fractional share interests shall be disregarded except that
they may be accumulated.
(b) Notice and Payment. Stock Options granted hereunder shall be
exercised by written notice delivered to the Company specifying the number of
Option Shares with respect to which the Stock Option is being exercised,
together with concurrent payment in full of the exercise price as hereinafter
provided. If the Stock Option is being exercised by any person or persons other
than the Optionee, said notice shall be accompanied by proof, satisfactory to
the counsel for the Company, of the right of such person or persons to exercise
the Stock Option. The Company's receipt of notice of exercise without concurrent
receipt of the full amount of the exercise price shall not be deemed an exercise
of a Stock Option by an Optionee, and the Company shall have no obligation to an
Optionee for any Option Shares unless and until full payment of the exercise
price is received by the Company and all of the terms and provisions of the Plan
and the related Stock Option agreement have been fully complied with.
(c) Payment of Exercise Price. The exercise price of any Option
Share purchased upon the proper exercise of a Stock Option shall be paid in full
at the time of each exercise of a Stock Option in cash, by bank draft, cashiers
or certified check which has an aggregate Fair Market Value equal to the full
amount of the exercise price of the Stock Option, or part thereof, then being
exercised. Payment by an Optionee as provided herein shall be made
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in full in cash or by cashier's or certified check concurrently with the
Optionee's notification to the Company of his intention to exercise all or part
of a Stock Option.
(d) Minimum Exercise. Not less than ten (10) Option Shares may be
purchased at any one time upon exercise of a Stock Option unless the number of
shares purchased is the total number which remains to be purchased under the
Stock Option.
(e) Compliance with Law. No shares of Common Stock shall be
issued upon exercise of any Stock Option, and an Optionee shall have no right or
claim to such shares, unless and until: (a) payment in full as provided
hereinabove has been received by the Company; (b) in the opinion of the counsel
for the Company, all applicable requirements of law and of regulatory bodies
having jurisdiction over such issuance and delivery have been fully complied
with; and (c) if required by federal or state law or regulation, the Optionee
shall have paid to the Company the amount, if any, required to be withheld on
the amount deemed to be compensation to the Optionee as a result of the exercise
of his or her Stock Option, or made other arrangements satisfactory to the
Company in its sole discretion, to satisfy applicable income tax withholding
requirements.
(f) Reorganization. Notwithstanding any provision in any Stock
Option Agreement pertaining to the time of exercise of a Stock Option, or part
thereof, upon adoption by the requisite holders of the outstanding shares of
Common Stock of any plan of dissolution, liquidation, reorganization, merger,
consolidation or sale of all or substantially all of the assets of the Company
to another bank or Corporation which would, upon consummation, result in
termination of a Stock Option in accordance with Section 16 hereof, all Stock
Options previously granted may, in the discretion of the Option Committee,
become immediately exercisable as to all unexercised Option Shares for such
period of time as may be determined by the Stock Option Committee, but in any
event not less than 30 days, on the condition that the terminating event is
consummated. If such terminating event is not consummated, Stock Options granted
pursuant to the Plan shall be exercisable in accordance with their respective
terms.
9. NONTRANSFERABILITY OF STOCK OPTIONS
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Each Stock Option shall, by its terms, be nontransferable by the
Optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the Optionee's lifetime only by the Optionee.
10. CONTINUATION OF AFFILIATION
Nothing contained in this Plan (or in any Stock Option Agreement)
shall obligate the Company or any Subsidiary to employ or continue to employ any
Optionee or any Eligible Participant for any period of time or interfere in any
way with the right of the Company or a Subsidiary to reduce or increase the
Optionee's or Eligible Participant's compensation.
11. CESSATION OF AFFILIATION
Except as provided in Section 12 hereof, if for any reason other
than disability or death, an Optionee ceases to be affiliated with the Company
or a Subsidiary, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
three (3) months after the Optionee ceases to be so affiliated, whichever is
earlier. During such period after cessation of affiliation, such Stock Options
shall be exercisable only as to those increments, if any, which had become
exercisable as of the date on which such Optionee ceased to be affiliated with
the Company or the Subsidiary, and any Stock Options or increments which had not
become exercisable as of such date shall expire and terminate automatically on
such date.
12. TERMINATION FOR CAUSE
If the Stock Option Agreement so provides and if an Optionee's
employment or affiliation with the Company or a Subsidiary is terminated for
cause, the Stock Options granted to such Optionee shall automatically expire and
terminate in their entirety immediately upon such termination; provided,
however, that the Stock Option Committee may, in its sole discretion, within
thirty (30) days of such termination, reinstate such Stock Options by giving
written notice of such reinstatement to the Optionee. In the event of such
reinstatement, the Optionee may exercise the Stock Options only to such extent,
for such time, and upon such terms and conditions as if the Optionee has ceased
to be employed by or affiliated with the Company or a Subsidiary upon the date
of such termination for a reason other than cause, disability or
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death. Termination for cause shall include, but shall not be limited to,
termination for malfeasance or gross malfeasance in the performance of duties or
conviction of illegal activity in connection therewith and, in any event, the
determination of the Stock Option Committee with respect thereto shall be final
and conclusive.
13. DEATH OF OPTIONEE
If an Optionee dies while employed by or affiliated with the
Company or a Subsidiary or during the three month period referred to in Section
11 hereof, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
one (1) year after the date of such death, whichever is earlier. After such
death, but before such expiration, subject to the terms and provisions of the
Plan and the related Stock Option Agreements, the person or persons to whom such
Optionee's rights under the Stock Options shall have passed by will or by the
applicable laws of descent and distribution, or the executor or administrator of
the Optionee's estate, shall have the right to exercise such Stock Options to
the extent that increments, if any, had become exercisable as of the date on
which the Optionee died.
14. DISABILITY OF OPTIONEE
If an Optionee is disabled while employed by or affiliated with
the Company or a Subsidiary or during the three month period referred to in
Section 11 hereof, the Stock Options granted to such Optionee shall expire on
the expiration dates specified for said Stock Options at the time of their
grant, or one (1) year after the date such disability occurred, whichever is
earlier. After such disability occurs, but before such expiration, the Optionee
or the guardian or conservator of the Optionee's estate, as duly appointed by a
court of competent jurisdiction, shall have the right to exercise such Stock
Options to the extent that increments, if any, had become exercisable as of the
date on which the Optionee became disabled or ceased to be employed by or
affiliated with the Company or a Subsidiary as a result of the disability. An
Optionee shall be deemed to be "disabled" if it shall appear to the Stock Option
Committee, upon written certification delivered to the Company of a qualified
licensed physician, that the Optionee has become permanently and totally unable
to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
the
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Optionee's death, or which has lasted or can be expected to last for a
continuous period of not less than 12 months.
15. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
If the outstanding shares of Common Stock of the company are
increased or decreased, or changed into or exchanged for a different number or
kind of shares or securities of the Company, through a reorganization, merger
recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which Stock Options may be granted. A corresponding adjustment
changing the number or kind of Option Shares and the exercise prices per share
allocated to unexercised Stock Options, or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Such adjustments
shall be made without change in the total price applicable to the unexercised
portion of the Stock Option, but with a corresponding adjustment in the price
for each Option Share subject to the Stock Option. Adjustments under this
Section shall be made by the Stock Option Committee, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final and
conclusive. No fractional shares of stock shall be issued or made available
under the Plan on account of such adjustments, and fractional share interests
shall be disregarded, except that they may be accumulated.
16. TERMINATING EVENTS
Upon consummation of a plan of dissolution of liquidation of the
Company, or upon consummation of a plan of reorganization, merger or
consolidation of the Company with one or more banks or corporations, as a result
of which the Company is not the surviving entity, or upon the sale of all or
substantially all the assets of the Company to another bank or corporation, all
Stock Options theretofore granted under the Plan shall become immediately
exercisable, unless provision is made in connection with such transaction for
assumption of Stock Options theretofore granted, or substitution for such Stock
Options with new Stock Options covering stock of a successor employer bank or
corporation, or a parent or subsidiary corporation thereof, with appropriate
adjustments as to the number and kind of shares and prices.
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Any such successor (or a parent or subsidiary) may also assume the Plan, in
which case the Plan will not terminate.
17. AMENDMENT AND TERMINATION
The Board of Directors of the Company may at any time and from
time to time suspend, amend or terminate the Plan and may, with the consent of
an Optionee, make such modifications of the terms and conditions of that
Optionee's Stock Option as it shall deem advisable; provided that, except as
permitted under the provisions of Section 15 hereof, no amendment or
modification may be adopted without the Company having first obtained the
approval of the holders of a majority of the Company's outstanding shares of
Common Stock present, or represented, and entitled to vote at a duly held
meeting of shareholders of the Company if the amendment or modification would:
(a) materially increase the number of securities which may be
issued under the Plan;
(b) materially modify the requirements as to eligibility for
participation in the Plan;
(c) increase or decrease the exercise price of any Stock Option
granted under the Plan;
(d) increase the maximum term of Stock Options provided herein;
(e) permit Stock Options to be granted to any person who is not
an Eligible Participant; or
(f) change any provision of the Plan which would affect the
qualification as an Incentive Stock Option under the internal revenue laws then
applicable of any Stock Option granted as an Incentive Stock Option under the
Plan.
No Stock Option may be granted during any suspension of the Plan
or after termination of the Plan. Amendment, suspension, or termination of the
Plan shall not (except
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as otherwise provided in Section 15 hereof), without the consent of the
Optionee, alter or impair any rights or obligations under the Stock Option
thereto granted.
18. RIGHT OF ELIGIBLE PARTICIPANTS AND OPTIONEES
No Eligible Participant, Optionee or other person shall have any
claim or right to be granted a Stock Option under this Plan, and neither this
Plan nor any action taken hereunder shall be deemed to give or be construed as
giving any Eligible Participant, Optionee or other person any right to be
retained in the employ of the Company or any subsidiary. Without limiting the
generality of the foregoing, no person shall have any rights as a result of his
or her classification as an Eligible Participant or Optionee, such
classification being made solely to describe, define and limit those persons who
are eligible for consideration for privileges under the Plan.
19. PRIVILEGES OF STOCK OWNERSHIP; REGULATORY LAW COMPLIANCE;
NOTICE OF SALE
No Optionee shall be entitled to the privileges of stock
ownership as to any Option Share not actually issued and delivered. No Option
Shares may be purchased upon the exercise of a Stock Option unless and until all
then applicable requirements of all regulatory agencies having jurisdiction and
all applicable requirements of the securities exchanges upon which securities of
the Company are listed (if any) shall have been fully complied with. The
Optionee shall, not more than five (5) days after each sale or other disposition
of shares of Common Stock acquired pursuant to the exercise of Stock Options,
give the Company notice in writing of such sale or other disposition.
20. EFFECTIVE DATE OF THE PLAN
The effective date of this Plan is March 18, 1993. The
affirmative vote of the holders of a majority of ONB (the Company's predecessor)
issued and outstanding shares of common stock was obtained on May 24, 1993
approving the Plan.
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21. TERMINATION
Unless previously terminated as aforesaid, the Plan shall
terminate ten (10) years from the earliest date of (i) adoption of the Plan by
the Board of Directors of the Company, or (ii) approval of the Plan by holders
of at least a majority of the outstanding shares of Common Stock present, or
represented, and entitled to vote at a duly held meeting of shareholders,
exclusive of shares held by eligible participants under the Plan. No Stock
Options shall be granted under the Plan thereafter, but such termination shall
not affect any Stock Option theretofore granted.
22. OPTION AGREEMENT
Each Stock Option granted under the Plan shall be evidenced by a
written Stock Option Agreement executed by the Company and the Optionee, and
shall contain each of the provisions and agreements herein specifically required
to be contained therein, and such other terms and conditions as are deemed
desirable by the Stock Option Committee and are not inconsistent with this Plan.
23. STOCK OPTION PERIOD
Each Stock Option and all rights and obligations thereunder shall
expire on such date as the Stock Option Committee may determine, but not later
than ten (10) years from the date such Stock Option is granted, and shall be
subject to earlier termination as provided elsewhere in this Plan.
24. EXCULPATION AND INDEMNIFICATION OF STOCK OPTION COMMITTEE
In addition to such other rights of indemnification which they
may have as directors of the Company or as members or the Stock Option
Committee, indemnification of the present, former and future members of the
Stock Option Committee, and each of them, shall be equivalent to then accepted
indemnification approved for the Board Of Directors and shareholders (if
required).
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25. NOTICES
All notices and demands of any kind which the Stock Option
Committee, any Optionee, Eligible Participant, or other person may be required
or desires to give under the terms of this Plan shall be in writing. Delivery by
mail shall be deemed made at the expiration of the third day after the day of
mailing, except for notice of the exercise of a Stock Option and payment of the
Stock Option exercise price, both of which must be actually received by the
Company.
26. LIMITATION ON OBLIGATIONS OF THE COMPANY
All obligations of the Company arising under or as a result of
this Plan or Stock Options granted hereunder shall constitute the general
unsecured obligations of the Company, any member thereof, the Stock Option
Committee, any member thereof, any officer of the Company, or any other person
or any Subsidiary, and none of the foregoing, except the Company, shall be
liable for any debt, obligation, cost or expense hereunder.
27. LIMITATION OF RIGHTS
The Stock Option Committee, in its sole and absolute discretion,
is entitled to determine who, if anyone, is an Eligible Participant under this
Plan, and which, if any, Eligible Participant shall receive any grant of Stock
Option. No oral or written agreement by any person on behalf of the Company
relating to this Plan or any Stock Option granted hereunder is authorized, and
such may not bind the Company or the Stock Option Committee to grant any Stock
Option to any person.
28. SEVERABILITY
If any provision of this Plan as applied to any person or to any
circumstances shall be adjudged by a court of competent jurisdiction to be void,
invalid, or unenforceable, the same shall in no way affect any other provision
hereof, the application of any such provision in any other circumstances, or the
validity of enforceability hereof.
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29. SUCCESSORS
This Plan shall be binding upon the respective successors,
assigns, heirs, executors, administrators, guardians and personal
representatives of the Company and Optionees.
30. EFFECTIVE DATE
The amendments to the 1993 ONB Plan incorporated within to create
this Plan shall become effective at the Effective Time.
ADOPTION OF AND RESERVATION OF SHARES
For valuable consideration, including the promises set forth and
the consideration provided for in the Agreement, as defined in the foregoing
Plan, and effective as of the Effective Time described in the foregoing Plan and
defined in the Agreement, the undersigned Company does hereby adopt the
foregoing Plan, does hereby reserve twelve thousand (12,000) shares of its
Common Stock for issuance upon exercise of options under the Plan, and agrees to
notify its transfer agent of such reservation.
Executed on September 29,1999, in Ontario, California effective
as of the Effective Time set forth in the foregoing Plan.
CVB FINANCIAL CORP.
By: /s/ ▇. ▇▇▇▇ ▇▇▇▇▇, President and
Chief Executive Officer
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