-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8/WtkXBjM+j0cKxcmyH0yIPbsADZCjQEx7IZeY6mt6x9uHX47rGQ0ziMQsjA25x uFBrjbjfq5NXMRlAVaYEQQ== 0000912057-96-027837.txt : 19961202 0000912057-96-027837.hdr.sgml : 19961202 ACCESSION NUMBER: 0000912057-96-027837 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961127 EFFECTIVENESS DATE: 19961127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID PENINSULA BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 942952485 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16967 FILM NUMBER: 96673610 BUSINESS ADDRESS: STREET 1: 420 COWPER STREET CITY: PALO ALTO STATE: CA ZIP: 94306-1504 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 2: 420 COWPER ST CITY: PALO ALTO STATE: CA ZIP: 943011504 FORMER COMPANY: FORMER CONFORMED NAME: SAN MATEO COUNTY BANCORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 27, 1996 Registration No. 333-___________ - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- MID-PENINSULA BANCORP (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER) CALIFORNIA 77-0387041 (STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 420 COWPER STREET, PALO ALTO, CALIFORNIA 94301 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) ---------------------------------------------- GREATER BAY BANCORP 1996 STOCK OPTION PLAN (FULL TITLE OF THE PLAN) ---------------------------------------------- DAVID L. KALKBRENNER, CHIEF EXECUTIVE OFFICER MID-PENINSULA BANCORP 420 COWPER STREET, PALO ALTO, CALIFORNIA 94301 (NAME AND ADDRESS OF AGENT FOR SERVICE) ------------- (415) 323-5150 (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Title of Securities Amount to Offering Aggregate Amount of to be Registered be Registered Price per Share Offering Price Registration Fee - --------------------------------------------------------------------------------------------------------- Common Stock, no par value 751,002 $ 20.75 $ 15,583,291.50 $ 4,722.21
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 1 Issuable upon exercise of options to be granted under the Greater Bay Bancorp 1996 Stock Option Plan. 2 Estimated solely for the purpose of determining the registration fee, based upon the average of the bid and asked prices for the Common Stock on November , 1996, pursuant to Rule 457(h). This registration statement, including exhibits, consists of 21 sequentially numbered pages. The Exhibit Index is located at page 7. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required to be included in the Section 10(a) prospectus is not required to be included herein. PART II ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed or to be filed by the Company with the Commission are incorporated in this registration statement by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Current Reports on Form 8-K filed June 3, July 12, August 21, September 12 and November 12, 1996, pursuant to Section 13(a) of the Exchange Act. (2) The Company's Quarterly Reports on Form 10-Q for the quarter ended March 31, June 30 and September 30, 1996, filed pursuant to Section 13(a) of the Exchange Act. (c) The description of the Company's common stock set forth under the heading "Description of Mid-Peninsula Capital Stock" in the prospectus contained in Amendment No. 1 to the Company's Registration Statement No. 333-10781 on Form S-4 filed with the Commission on September 19, 1996. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement, and to be a part hereof from the date of such filing. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The California General Corporation Law provides for the indemnification of officers and directors who are made or are threatened to be made a party to any legal proceeding by reason of their service to the Company. The Articles of Incorporation and Bylaws of the Company, as amended effective November 27, 1996, 2 permit indemnification of directors and officers to the maximum extent permitted by California law. The Company has in effect director and officer liability insurance policies indemnifying the Company and the officers, directors and certain assistant officers of the Company and officers and directors of the Company's subsidiaries within specific limits for certain liabilities incurred by reason of their being or having been directors or officers. The Company pays the entire premium for these policies. In addition, the Company, as approved by the shareholders of the Company effective November 27, 1996, will enter into indemnification agreements with all directors and officers to provide indemnification to the maximum extent permitted by the Company's Bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See Index to Exhibits. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 4 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on November 20, 1996. MID-PENINSULA BANCORP By /s/ David L. Kalkbrenner ------------------------ David L. Kalkbrenner President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Kalkbrenner and Carol R. Rowland, and each or any one of them, his true and lawful attorney-in-fact and agent, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. SIGNATURES TITLE DATE - ---------- ----- ---- /s/ David L. Kalkbrenner - ---------------------------- President, Chief Executive November 20, 1996 David L. Kalkbrenner Officer and Director /s/ Murray B. Dey - ---------------------------- Executive Vice President November 20, 1996 Murray B. Dey and Director /s/ Lawrence A. Aufmuth - ---------------------------- Director November 20, 1996 Lawrence A. Aufmuth / / - ---------------------------- Director John F. Blokker /s/ Allan F. Brown - ---------------------------- Director November 20, 1996 Allan F. Brown 5 /s/ Owen D. Conley - ---------------------------- Director November 20, 1996 Owen D. Conley / / - ---------------------------- Director Donald L. Hammond /s/ R. Hewlett Lee, M.D. - ---------------------------- Director November 20, 1996 R. Hewlett Lee, M.D. /s/ Helen C. Leong - ---------------------------- Director November 20, 1996 Helen C. Leong /s/ George M. Marcus - ---------------------------- Director November 20, 1996 George M. Marcus /s/ Duncan L. Matteson - ---------------------------- Chairman of the Board and November 20, 1996 Duncan L. Matteson Director / / - ---------------------------- Director Donald H. Seiler /s/ Warren R. Thoits - ---------------------------- Director November 20, 1996 Warren R. Thoits /s/ Bruce E. Van Alstyne - ---------------------------- Director November 20, 1996 Bruce E. Van Alstyne /s/ Edwin E. Van Bronkhorst - ---------------------------- Director November 20, 1996 Edwin E. Van Bronkhorst 6 INDEX OF EXHIBITS Exhibit Sequential No. Exhibit Name Page No. --- ------------ ---------- 5 Opinion of Counsel: 8 Bronson, Bronson & McKinnon LLP 23.1 Consent of Independent Auditors: 9 KPMG Peat Marwick LLP 23.2 Consent of Independent Auditors: 10 Coopers & Lybrand LLP 23.3 Consent of Counsel (See Exhibit 5) 24 Power of Attorney (see signature pages) 99 Greater Bay Bancorp 1996 Stock Option Plan 11-21 7 EX-5 2 EXHIBIT 5 Exhibit 5 November 27, 1996 Board of Directors Mid-Peninsula Bancorp 420 Cowper Street Palo Alto, CA 94301 Re: Greater Bay Bancorp 1996 Stock Option Plan Gentlemen: We refer to the Registration Statement on Form S-8 to be filed by Mid- Peninsula Bancorp (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to shares of the Company's Common Stock, no par value, issuable under the Greater Bay Bancorp 1996 Stock Option Plan, effective with the merger of Cupertino National Bancorp with and into the Company and the change of the name of the Company to Greater Bay Bancorp. As counsel to the Company, we have examined such questions of law and such corporate records and other documents as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion these shares have been duly and validly authorized and, when issued and sold in the manner contemplated by the Registration Statement, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, BRONSON, BRONSON & McKINNON LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Mid-Peninsula Bancorp: We consent to incorporation herein by reference in the registration statement on Form S-8 of Mid-Peninsula Bancorp (the Company) of our report dated January 22, 1996, relating to the consolidated balance sheets of Mid-Peninsula Bancorp and subsidiary as of December 31, 1995, and 1994, and the related consolidated statements of operations, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995, annual report on Form 10-K of Mid-Peninsula Bancorp. On October 7, 1994, the Company acquired San Mateo County Bancorp on a pooling-of-interests basis. We did not audit the consolidated financial statements of San Mateo County Bancorp as of and for the year ended December 31, 1993. Those statements, which are included in the 1993 restated consolidated financial statements, were audited by other auditors, whose report contained an explanatory paragraph regarding the adoption of Statement of Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes and SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Our report, insofar as it relates to the amounts included for San Mateo County Bancorp, is based solely on the report of the other auditors. KPMG Peat Marwick LLP San Francisco, California November 25, 1996 EX-23.2 4 EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement on Form S-8 of Mid-Peninsula Bancorp and Subsidiary of our report dated January 28, 1994, on our audit of the consolidated financial statements of San Mateo County Bancorp as of and for the year ended December 31, 1993, which report is incorporated by reference in the December 31, 1995 Annual Report on Form 10-K of Mid-Peninsula Bancorp and Subsidiary. Coopers & Lybrand LLP San Francisco, California November 25, 1996 EX-99 5 EXHIBIT 99 EXHIBIT 99 GREATER BAY BANCORP 1996 STOCK OPTION PLAN TABLE OF CONTENTS PAGE 1. PURPOSE...................................................................1 2. DEFINITIONS...............................................................1 (a) Board of Directors...................................................1 (b) Change in Control....................................................1 (c) Code.................................................................1 (d) Committee............................................................1 (e) Company..............................................................1 (f) Employee.............................................................1 (g) Exchange Act.........................................................2 (h) Exercise Price.......................................................2 (i) Fair Market Value....................................................2 (j) ISO..................................................................2 (k) Nonstatutory Option..................................................2 (l) Option...............................................................3 (m) Optionee.............................................................3 (n) Plan.................................................................3 (o) Service..............................................................3 (p) Share................................................................3 (q) Stock................................................................3 (r) Stock Option Agreement...............................................3 (s) Subsidiary...........................................................3 (t) Substitute Option....................................................3 (u) Total and Permanent Disability.......................................3 3. ADMINISTRATION............................................................3 (a) Committee Membership.................................................3 (b) Committee Procedures.................................................4 (c) Committee Responsibilities...........................................4 4. ELIGIBILITY...............................................................4 (a) General Rules........................................................5 (b) Ten-Percent Stockholders.............................................5 (c) Attribution Rules....................................................5 (d) Outstanding Stock....................................................5 5. STOCK SUBJECT TO PLAN.....................................................5 (a) Basic Limitation.....................................................5 (b) Additional Shares....................................................5 ii 6. TERMS AND CONDITIONS OF OPTIONS...........................................6 (a) Stock Option Agreement...............................................6 (b) Number of Shares.....................................................6 (c) Exercise Price.......................................................6 (d) Withholding Taxes....................................................6 (e) Exercisability.......................................................6 (f) Term.................................................................6 (g) Transferability......................................................7 (h) No Rights as a Stockholder...........................................7 (i) Modification, Extension and Renewal of Options.......................7 (j) Substitute Options...................................................7 7. PAYMENT FOR SHARES........................................................8 (a) General Rule.........................................................8 (b) Surrender of Stock...................................................8 (c) Exercise/Sale........................................................8 (d) Exercise/Pledge......................................................8 8. ADJUSTMENT OF SHARES......................................................9 (a) General..............................................................9 (b) Reorganizations......................................................9 (c) Reservation of Rights................................................9 9. SECURITIES LAWS...........................................................9 10. NO RETENTION RIGHTS......................................................9 11. DURATION AND AMENDMENTS..................................................9 (a) Term of the Plan.....................................................9 (b) Right to Amend or Terminate the Plan.................................9 (c) Effect of Amendment or Termination..................................10 iii GREATER BAY BANCORP 1996 STOCK OPTION PLAN 1. PURPOSE. The purpose of the Plan is to offer selected employees, directors and consultants an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by purchasing Shares of the Company's Common Stock. The Plan provides both for the grant of Nonstatutory Options as well as ISOs intended to qualify under section 422 of the Code. 2. DEFINITIONS. (a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as constituted from time to time. (b) "CHANGE IN CONTROL" shall mean the occurrence of either of the following events: (i) A change in the composition of the Board of Directors, as a result of which fewer than one-half of the incumbent directors are directors who either: (A) Had been directors of the Company (including prior service as a director of either Mid-Peninsula Bancorp or Cupertino National Bancorp) 24 months prior to such change; or (B) Were elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the directors who had been directors of the Company at the Effective Time of the Merger of Mid-Peninsula Bancorp and Cupertino National Bancorp or 24 months prior to such change (whichever is later) and who were still in office at the time of the election or nomination; or (ii) Any "person" (as such term is used in sections 13(d) and 14(d) of the Exchange Act) by the acquisition or aggregation of securities is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Company's then outstanding securities. For purposes of this Paragraph (ii), the term "person" shall not include an employee benefit plan maintained by the Company. (c) "CODE" shall mean the Internal Revenue Code of 1986, as amended. (d) "COMMITTEE" shall mean a committee of the Board of Directors, as described in Section 3(a), or in the absence of such a committee, the Board of Directors. (e) "COMPANY" shall mean Greater Bay Bancorp, a California corporation, formerly known as Mid-Peninsula Bancorp, a California corporation. (f) "EMPLOYEE" shall mean: (i) Any individual who is a common-law employee of the Company or of a Subsidiary; 1 (ii) A member of the Board of Directors; and (iii) An independent contractor who performs services for the Company or a Subsidiary and who is not a member of the Board of Directors. Service as an independent contractor or member of the Board of Directors shall be considered employment for all purposes of the Plan, except as provided in Section 4(a). (g) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended. (h) "EXERCISE PRICE" shall mean the amount for which one Share may be purchased upon exercise of an Option, as specified by the Committee in the applicable Stock Option Agreement. (i) "FAIR MARKET VALUE" shall mean the market price of Stock, determined by the Committee as follows: (i) If Stock was traded over-the-counter on the date in question but was not traded on the Nasdaq system or the Nasdaq National Market System, then the Fair Market Value shall be equal to the mean between the last reported representative bid and asked prices quoted for such date by the principal automated inter-dealer quotation system on which Stock is quoted or, if Stock is not quoted on any such system, by the "Pink Sheets" published by the National Quotation Bureau, Inc.; (ii) If Stock was traded over-the-counter on the date in question and was traded on the Nasdaq system or the Nasdaq National Market System, then the Fair Market Value shall be equal to the last-transaction price quoted for such date by the Nasdaq system or the Nasdaq National Market System; (iii) If Stock was traded on a stock exchange on the date in question, then the Fair Market Value shall be equal to the closing price reported by the applicable composite-transactions report for such date; and (iv) If none of the foregoing provisions is applicable, then the Fair Market Value shall be determined by the Committee in good faith on such basis as it deems appropriate. In all cases, the determination of Fair Market Value by the Committee shall be conclusive and binding on all persons. (j) "ISO" shall mean an employee incentive stock option described in Section 422(b) of the Code. (k) "NONSTATUTORY OPTION" shall mean a stock option not described in Sections 422(b) or 423(b) of the Code. (l) "OPTION" shall mean an ISO or Nonstatutory Option granted under the Plan and entitling the holder to purchase Shares. (m) "OPTIONEE" shall mean an individual who holds an Option. 2 (n) "PLAN" shall mean this Greater Bay Bancorp 1996 Stock Option Plan, as it may be amended from time to time. (o) "SERVICE" shall mean service as an Employee. (p) "SHARE" shall mean one share of Stock, as adjusted in accordance with Section 8 (if applicable). (q) "STOCK" shall mean the Common Stock of the Company. (r) "STOCK OPTION AGREEMENT" shall mean the agreement between the Company and an Optionee which contains the terms, conditions and restrictions pertaining to his or her Option. (s) "SUBSIDIARY" shall mean any corporation, if the Company and/or one or more other Subsidiaries own not less than 50 percent of the total combined voting power of all classes of outstanding stock of such corporation. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. (t) "SUBSTITUTE OPTION" shall mean an option described in Section 6(j). (u) "TOTAL AND PERMANENT DISABILITY" shall mean that the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year. 3. ADMINISTRATION. (a) COMMITTEE MEMBERSHIP. The Board of Directors shall have the authority to administer the Plan but may delegate its administrative powers under the Plan, in whole or in part, to one or more committees of the Board of Directors. With respect to the participation of Employees who are subject to Section 16 of the Exchange Act, the Plan may be administered by a committee composed solely of two or more members of the Board of Directors who qualify as "nonemployee directors" as defined in Securities and Exchange Commission Rule 16b-3 under the Exchange Act. With respect to the participation of Employees who may be considered "covered employees" under Section 162(m) of the Code, the Plan may be administered by a committee composed solely of two or more members of the Board of Directors who qualify as "outside directors" as defined by the Internal Revenue Service for plans intended to qualify for an exemption under Section 162(m)(4)(C) of the Code. If the committee members meet both such qualifications, then one committee may administer the Plan both with respect to Employees who are subject to Section 16 of the Exchange Act or who are considered to be "covered employees" under Section 162(m) of the Code. The Board of Directors may appoint a separate committee, consisting of one or more members of the Board of Directors who do not meet such qualifications. Such committee may administer the Plan with respect to Employees who are not officers of the Company or members of the Board of Directors, may grant Options under the Plan to such Employees and may determine the timing, number of Shares and other terms of such grants. (b) COMMITTEE PROCEDURES. The Board of Directors shall designate one of the members of any Committee appointed under paragraph (a) as chairman. Any such Committee may hold meetings at such times and places as it shall determine. The acts of a majority of the Committee members present 3 at meetings at which a quorum exists, or acts reduced to or approved in writing by all Committee members, shall be valid acts of the Committee. (c) COMMITTEE RESPONSIBILITIES. Subject to the provisions of the Plan, any such Committee shall have full authority and discretion to take the following actions: (i) To interpret the Plan and to apply its provisions; (ii) To adopt, amend or rescind rules, procedures and forms relating to the Plan; (iii) To authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; (iv) To determine when Options are to be granted under the Plan; (v) To select the Optionees; (vi) To determine the number of Shares to be made subject to each Option; (vii) To prescribe the terms and conditions of each Option, including (without limitation) the Exercise Price, to determine whether such Option is to be classified as an ISO or as a Nonstatutory Option, and to specify the provisions of the Stock Option Agreement relating to such Option; (viii) To amend any outstanding Stock Option Agreement, subject to applicable legal restrictions and to the consent of the Optionee who entered into such agreement; (ix) To prescribe the consideration for the grant of each Option under the Plan and to determine the sufficiency of such consideration; and (x) To take any other actions deemed necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Committee shall be final and binding on all Optionees, and all persons deriving their rights from an Optionee. No member of the Committee shall be liable for any action that he or she has taken or has failed to take in good faith with respect to the Plan or any Option. 4. ELIGIBILITY. (a) GENERAL RULES. Only Employees shall be eligible for designation as Optionees by the Committee. In addition, only Employees who are common-law employees of the Company or a Subsidiary shall be eligible for the grant of ISOs. (b) TEN-PERCENT STOCKHOLDERS. An Employee who owns more than 10 percent of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for the grant of an ISO unless: (i) The Exercise Price is at least 110 percent of the Fair Market Value of a Share on the date of grant; and 4 (ii) Such ISO by its terms is not exercisable after the expiration of five years from the date of grant. (c) ATTRIBUTION RULES. For purposes of Subsection (b) above, in determining stock ownership, an Employee shall be deemed to own the stock owned, directly or indirectly, by or for such Employee's brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be deemed to be owned proportionately by or for its stockholders, partners or beneficiaries. Stock with respect to which such Employee holds an option shall not be counted. (d) OUTSTANDING STOCK. For purposes of Subsection (b) above, "outstanding stock" shall include all stock actually issued and outstanding immediately after the grant. "Outstanding stock" shall not include shares authorized for issuance under outstanding options held by the Employee or by any other person. 5. STOCK SUBJECT TO PLAN. (a) BASIC LIMITATION. Shares offered under the Plan shall be authorized but unissued Shares. The aggregate number of Shares which is issued under the Plan upon exercise of Options shall not exceed 967,890 Shares less the number of Shares required for issuance pursuant to exercise of options outstanding under the Company's 1994 Mid-Peninsula Bancorp Stock Option Plan (the "Prior Plan") as of the effective date of the merger of Cupertino National Bancorp with and into Mid-Peninsula Bancorp by which Mid-Peninsula Bancorp will also change its name to Greater Bay Bancorp (the "Effective Date"). (No additional grants shall be made under the Prior Plan after the Effective Date, although the Prior Plan will continue to govern outstanding options previously granted under the Prior Plan.) Nothwithstanding the foregoing sentence, the aggregate number of Shares which may be issued pursuant to the exercise of ISOs granted under the Plan shall not exceed 519,896. The number of Shares which are subject to Options outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. (b) ADDITIONAL SHARES. In the event that any outstanding option granted under this Plan, including Substitute Options, or the Prior Plan, for any reason expires or is cancelled or otherwise terminated, the Shares allocable to the unexercised portion of such option shall become available for the purposes of this Plan. 6. TERMS AND CONDITIONS OF OPTIONS. (a) STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement executed by the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Committee deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 5 (b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide for the adjustment of such number in accordance with Section 8. Options granted to any Optionee in a single calendar year shall in no event cover more than 30,000 Shares, subject to adjustment in accordance with Section 8. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. (c) EXERCISE PRICE. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an Option shall not be less than 100 percent of the Fair Market Value of a Share on the date of grant, except as otherwise provided in Section 4(b) with respect to ISO's and Section 6(i) with respect to Substitute Options. The Exercise Price shall be payable in a form described in Section 7. (d) WITHHOLDING TAXES. As a condition to the exercise of an Option, the Optionee shall make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with such exercise. The Optionee shall also make such arrangements as the Committee may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with the disposition of Shares acquired by exercising an Option. The Committee may permit the Optionee to satisfy all or part of his or her tax obligations related to the Option by having the Company withhold a portion of any Shares that otherwise would be issued to him or her or by surrendering any Shares that previously were acquired by him or her. Such Shares shall be valued at their Fair Market Value on the date when taxes otherwise would be withheld in cash. The payment of taxes by assigning Shares to the Company, if permitted by the Committee, shall be subject to such restrictions as the Committee may impose. (e) EXERCISABILITY. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable. The vesting of any Option shall be determined by the Committee at its sole discretion; provided however, that: (i) Each Stock Option Agreement shall provide for immediate exercisability of the entire Option in the event of a Change in Control. (ii) In the In the event that an Optionee's Service terminates, the Option shall be exercisable only to the extent the Option was vested as of the date of such termination, unless otherwise specified in the Optionee's Stock Option Agreement. (f) TERM. Each Stock Option Agreement shall specify the term of the Option. The term of an ISO shall not exceed 10 years from the date of grant, except as otherwise provided in Section 4(b). Subject to the preceding sentence, the Committee at its sole discretion shall determine when an Option is to expire. In the event that the Optionee's Service terminates: (i) As a result of such Optionee's death or Total and Permanent Disability, the term of the Option shall expire twelve months (or such other period specified in the Optionee's Stock Option Agreement) after such death or Total and Permanent Disability but not later than the original expiration date specified in the Stock Option Agreement. (ii) As a result of termination by the Company for cause, the term of the Option shall expire thirty days after the Company's notice or advice of such termination is dispatched to Employee, but not later than the original expiration date specified in the Stock Option Agreement. For purposes of this Paragraph (ii), "cause" shall mean an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the Company, or the deliberate disregard of rules of the Company which results in loss, damage or injury to the Company, the unauthorized 6 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 relationship, the engagement of any conduct which constitutes unfair competition with the Company, the removal of Optionee from office by any court or bank regulatory agency, or such other similar acts which the Committee in its discretion determine to constitute good cause for termination of Optionee's Service. As used in this Paragraph (ii), Company includes Subsidiaries of the Company. (iii) As a result of termination for any reason other than Total and Permanent Disability, death or cause, the term of the Option shall expire three months (or such other period specified in the Optionee's Stock Option Agreement) after such termination, but not later than the original expiration date specified in the Stock Option Agreement. (g) TRANSFERABILITY. During an Optionee's lifetime, such Optionee's ISO(s) shall be exercisable only by him or her and shall not be transferable. An Optionee's Nonstatutory Options shall also not be transferable during the Optionee's lifetime, except to the extent otherwise permitted in the Optionee's Stock Option Agreement. Subject to prior permitted transfers, in the event of an Optionee's death, such Optionee's Option(s) shall not be transferable other than by will, by written beneficiary designation or by the laws of descent and distribution. (h) NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by his or her Option until the date of the issuance of a stock certificate for such Shares. No adjustments shall be made, except as provided in Section 8. (i) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS. Within the limitations of the Plan, the Committee may modify, extend or renew outstanding Options or may accept the cancellation of outstanding Options (to the extent not previously exercised) in return for the grant of new Options at the same or a different price. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair such Optionee's rights or increase his or her obligations under such Option. (j) SUBSTITUTE OPTIONS If the Company at any time should succeed to the business of another corporation through merger or consolidation, or through the acquisition of stock or assets of such corporation, Options may be granted under the Plan in substitution of options previously granted by such corporation to purchase shares of its stock which options are outstanding at the date of the succession ("Surrendered Options"). It is specifically intended that this section of the Plan shall authorize the granting and issuance of Substitute Options pursuant to the terms of the Amended and Restated Agreement and Plam of Reorganization by and between Mid-Peninsula Bancorp and Cupertino National Bancorp dated June 26, 1996. The Committee shall have discretion to determine the extent to which such Substitute Options shall be granted, the persons to receive such Substitute Options, the number of Shares to be subject to such Substitute Options, and the terms and conditions of such Substitute Options which shall, to the extent permissible within the terms and conditions of the Plan, be equivalent to the terms and conditions of the Surrendered Options. The Exercise Price may be determined without regard to Section 6(c); provided however, that the Exercise Price of each Substitute Option shall be an amount such that, in the sole and absolute judgment of the Committee (and if the Substitute Options are to be ISO's, in compliance with Section 424(a) of the Code), the economic benefit provided by such Substitute Option is not greater than the economic benefit represented by the Surrendered Option as of the date of the succession. 7 7. PAYMENT FOR SHARES. (a) GENERAL RULE. The entire Exercise Price of Shares issued under the Plan shall be payable in lawful money of the United States of America at the time when such Shares are purchased, except as follows: (i) ISOS. In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. However, the Committee (at its sole discretion) may specify in the Stock Option Agreement that payment may be made pursuant to Subsections (b), (c) or (d) below. (ii) NONSTATUTORY OPTIONS. In the case of a Nonstatutory Option granted under the Plan, the Committee (at its sole discretion) may accept payment pursuant to Subsections (b), (c), or (d) below. (b) SURRENDER OF STOCK. To the extent that this Subsection (b) is applicable, payment may be made all or in part with Shares which have already been owned by the Optionee or his or her representative for more than 6 months and which are surrendered to the Company in good form for transfer. Such Shares shall be valued at their Fair Market Value on the date when the new Shares are purchased under the Plan. (c) EXERCISE/SALE. To the extent that this Subsection (c) is applicable, payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. (d) EXERCISE/PLEDGE. To the extent that this Subsection (d) is applicable, payment may be made by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan proceeds to the Company in payment of all or part of the Exercise Price and any withholding taxes. 8. ADJUSTMENT OF SHARES. (a) GENERAL. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the value of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spinoff or a similar occurrence, the Committee shall make appropriate adjustments in one or more of: (i) The number of Shares available under Section 5 for future grants; (ii) The limit set forth in Section 6(b); (iii) The number of Shares covered by each outstanding Option; or (iv) The Exercise Price under each outstanding Option. 8 (b) REORGANIZATIONS. In the event that the Company is a party to a merger or other reorganization, outstanding Options shall be subject to the agreement of merger or reorganization. Subject to the provisions of Section 6(e)(i), such agreement may provide, without limitation, for the assumption of outstanding Options by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for payment of a cash settlement equal to the difference between the amount to be paid for one Share under such agreement and the Exercise Price, or for the acceleration of their exercisability followed by the cancellation of Options not exercised, in all cases without the Optionees' consent. Any cancellation shall not occur until after such acceleration is effective and Optionees have been notified of such acceleration and have had reasonable opportunity to exercise their Options. (c) RESERVATION OF RIGHTS. Except as provided in this Section 8, an Optionee or Offeree shall have no rights by reason of any subdivision or consolidation of shares of stock of any class, the payment of any dividend or any other increase or decrease in the number of shares of stock of any class. Any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 9. SECURITIES LAWS. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares complies with (or is exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange on which the Company's securities may then be listed. 10. NO RETENTION RIGHTS. Neither the Plan nor any Option shall be deemed to give any individual a right to remain an employee or consultant of the Company or a Subsidiary. The Company and its Subsidiaries reserve the right to terminate the service of any employee or consultant at any time, with or without cause, subject to applicable laws and a written employment agreement (if any). 11. DURATION AND AMENDMENTS. (a) TERM OF THE PLAN. The Plan, as set forth herein, shall become effective as of the Effective Date, provided that the Plan has been approved by the shareholders of the Company in the manner required by applicable law or regulation. The Plan, if not extended, shall terminate automatically ten years after the Effective Date, except that any ISO's granted under the Plan must be granted by September 18, 2006, ten years after the Plan was adopted by the Board of Directors. It may be terminated on any earlier date pursuant to Subsection (b) below. (b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason. An amendment of the Plan shall be subject to the approval of the Company's shareholders only to the extent required by applicable laws or regulations. 9 (c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or sold under the Plan after the termination thereof, except upon exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously issued or any Option previously granted under the Plan. 10 -----END PRIVACY-ENHANCED MESSAGE-----