-----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, R1bVeJ2R4Tf95xLdZwLxwBGf2udYj/Mjj4iXYMOcyP2XL9muhMLVZNcpBtXy9yNm 6KOp/qwD+TUbWzRr10ddiw== 0000912057-96-027594.txt : 19961202 0000912057-96-027594.hdr.sgml : 19961202 ACCESSION NUMBER: 0000912057-96-027594 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961126 EFFECTIVENESS DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000948976 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680349947 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-09823 FILM NUMBER: 96672410 BUSINESS ADDRESS: STREET 1: 1005 STAFFORD WAY STREET 2: P O BOX 1575 CITY: YUBA CITY STATE: CA ZIP: 95992 BUSINESS PHONE: 9166744444 MAIL ADDRESS: STREET 1: P O BOX 1575 STREET 2: 1005 STAFFORD WAY CITY: YUBA CITY STATE: CA ZIP: 95992 S-8 POS 1 S-8 POS As filed with the Securities and Exchange Commission on November 26, 1996 Registration No. 333-09823 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8/A-Amendment No. 1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CALIFORNIA INDEPENDENT BANCORP - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) California 68-0349947 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1005 Stafford Way, Yuba City, California 95991 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) CALIFORNIA INDEPENDENT BANCORP 1996 STOCK OPTION PLAN ---------------------- (Full title of the plan) Annette Bertolini Senior Vice President California Independent Bancorp 1005 Stafford Way Yuba City, California 95991 -------------------------------------- (Name and address of agent for service) (916) 674-4444 - -------------------------------------------------------------------------------- (Telephone number, including area code of agent for service) The Commission is requested to send copies of all communications to: David J. Block, Esq. Leland, Parachini, Steinberg, Flinn, Matzger & Melnick 333 Market Street, 27th Floor San Francisco, California 94105 Telephone: (415) 957-1800 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM TO BE REGISTERED REGISTERED(3) OFFERING PRICE AGGREGATE AMOUNT OF --------------- ------------ PER SHARE(4) OFFERING PRICE(2) REGISTRATION FEE ----------------- ----------------- ---------------- - ------------------------------------------------------------------------------------------------------- Common Stock, no par value 101,337 $22.50 $2,280,082.50 $786.24 - ------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------
(3) The number of shares to be registered is subject to further increase pursuant to the adjustment provisions of the 1989 Amended and Restated Stock Option Plan. (4) Computed pursuant to Rule 457(h) based upon the average of the high and low bid and asked prices on August 5, 1996. TABLE OF CONTENTS PAGE ---- GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Amendments and Termination . . . . . . . . . . . . . . . . . . . . . . . 2 SECURITIES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Adjustment of and Changes in the Shares. . . . . . . . . . . . . . . . . 2 PARTICIPANTS IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . 3 PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . 4 In General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Termination of Employment, or Status as a Director or Officer. . . . . . 5 Death or Disability of Optionee. . . . . . . . . . . . . . . . . . . . . 5 RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 TAX EFFECTS OF PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . 6 Nonstatutory Stock Options . . . . . . . . . . . . . . . . . . . . . . . 6 Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . 7 ASSIGNMENT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION . . . . . . . . . . . . 8 ii PROSPECTUS CALIFORNIA INDEPENDENT BANCORP 1005 Stafford Way Yuba City, California 95991 (916) 674-4444 ---------------------------------------- Common Stock (No Par Value) 1996 STOCK OPTION PLAN This Prospectus relates to 101,337 shares of no par value Common Stock of California Independent Bancorp (the "Company") issuable upon the exercise of options under the 1996 Stock Option Plan of the Company (the "Plan") to eligible directors, employees and officers of the Company and Affiliates(1) of the Company. Except for shares owned by directors and officers of the Company and any other persons who become "affiliates"(2) of the Company by virtue of the number of shares owned, the shares will be freely transferable immediately upon issuance and will not be subject to any specific transfer restrictions. Directors and officers of the Company and other affiliates may offer and sell securities purchased under the Plan only in transactions registered or exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"). This Prospectus does not meet the 1933 Act registration requirements for resales of shares acquired under the Plan by affiliates of the Company; accordingly, this Prospectus cannot be used for the resale of shares acquired through the Plan by those persons. ----------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------------- - -------------------- (1) The capitalized term "Affiliate" has the specific meaning set forth in the Plan. See "DESCRIPTION OF THE PLAN -- Purpose". (2) Where "Affiliate" is not capitalized, the term has the meaning set forth in the rules and regulations promulgated under the Securities Act of 1933, as amended. The date of this Prospectus is November 26, 1996. GENERAL PLAN INFORMATION INTRODUCTION The Company is offering for sale up to 101,337 shares of its no par value common stock (the "Common Stock") in accordance with the terms and conditions of the Company's 1996 Stock Option Plan (the "Plan"). Participants may obtain additional information about the Plan and its administration by contacting the Company at 1005 Stafford Way, Yuba City, California 95991. Telephone: (916) 674-4444. The Plan was adopted by the Board of Directors of the Company on April 9, 1996, and was approved by the shareholders at the Company's 1996 Annual Meeting of Shareholders on May 29, 1996. The Plan will expire on April 9, 2006, or ten years from its adoption by the Company's Board of directors, unless terminated earlier by the Board of Directors, or a committee of the Board of Directors appointed to administer the Plan. The Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). PURPOSE The purpose of the Plan is to secure for the Company and its shareholders the benefits of the incentive inherent in the ownership of Common Stock of the Company by those directors, officers and employees of the Company and its Affiliates who share in the responsibility for the Company's future growth and success. The word "Affiliate" as used in the Plan means any bank or corporation in an unbroken chain of banks or corporations beginning or ending with the Company, if at the time of granting of an option, each such bank or corporation other than the last in that chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other banks or corporations in the chain. ADMINISTRATION The Plan provides for administration by a committee of the Board of Directors (the "Committee"), composed of not less than two (2) directors. Each member of the Committee must qualify as a "disinterested person," as defined in the regulations of the Securities and Exchange Commission ("SEC") promulgated under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All of the directors qualify as "disinterested persons" under SEC regulation 16b-3 and, accordingly, are eligible to serve as members of the Committee. The Board of Directors has appointed William H. Gilbert, David A. Offutt, and William K. Retzer as members of the Committee. The Committee has the power to make all determinations necessary or advisable for the administration of the Plan including, but not limited to, determining which persons meet the requirements for selection as participants within the framework of the Plan and establishing the terms and conditions of options granted. The members of the Committee serve at the pleasure of the Board of Directors. AMENDMENTS AND TERMINATION The Board of Directors has complete power and authority to terminate or amend the Plan; provided, however, that the Board of Directors will not, without the approval of the shareholders of the Company: (i) materially increase the benefits accruing to participants under the Plan; (ii) increase the number of securities which may be issued under the Plan; or (iii) modify the requirements as to eligibility for participation in the Plan. In addition, the provisions of the Plan governing the terms and conditions on which options may be granted may not be amended more than once every six (6) months, other than to comport with changes in the Internal Revenue Code of 1986, as amended (the "Code"), the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules thereunder. Except as provided in the section on "Adjustment of and Changes in the Shares" herein, no termination, modification or amendment may adversely affect any option previously granted under the Plan without the consent of the optionee. SECURITIES TO BE OFFERED The Board of Directors has approved the reservation of 141,955 of the authorized but unissued shares of Common Stock of the Company for issuance under the Plan. The Articles of Incorporation of the Company authorize Twenty Million (20,000,000) shares of Common Stock, of which 1,451,278 shares were issued and outstanding on June 14, 1996. In addition, as is discussed in detail below, the shares reserved for issuance under the Plan may also be adjusted to reflect other events affecting the outstanding shares of Common Stock, such as a stock split or a change in or exchange of the shares of stock or other securities of the Company, whether by reason of reorganization, merger, reclassification of shares or otherwise. ADJUSTMENT OF AND CHANGES IN THE SHARES The Plan provides for adjustment in the number of shares of Common Stock authorized under the Plan or covered by options granted to an optionee to protect against dilution in the event of certain changes in the Company's capitalization, such as a stock split or dividend. 2 In the event of sale, dissolution or liquidation of the Company, or a merger or consolidation in which the Company is not the surviving or resulting corporation, the Committee shall have the power to cause the immediate termination of every option outstanding under the Plan prior to the consummation of such proposed action. In the event of a merger or consolidation in which the Company is not the surviving or resulting corporation (other than a merger or consolidation solely for the purpose of charter migration), every option outstanding under the Plan shall be assumed on its terms and conditions, both as to the number of shares and otherwise, by the surviving or resulting corporation or a parent or subsidiary of the surviving or resulting corporation; provided, however that if the surviving or resulting corporation does not provide for such assumption or substitution of equivalent options, the optionee shall have the right immediately prior to such merger or consolidation to notification thereof as soon as practicable and, thereafter, to exercise the optionee's option to purchase the shares subject thereto to the extent of any vested and unexercised portion of the option. This right of exercise is conditioned upon the execution of a final plan of dissolution or liquidation or a definitive agreement of merger or consolidation. The grant of an option pursuant to the Plan will not, however, affect in any way the right or power of the Company to make adjustments, reclassification, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. PARTICIPANTS IN THE PLAN Options may be granted pursuant to the Plan to full-time employees and officers of the Company and its Affiliates and to non-employee directors of the Company. Incentive stock options may only be granted to full-time salaried employees of the Company and its Affiliates. The aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by an optionee during a calendar year (under all plans of the Company and its Affiliates) shall not exceed $100,000. Any option not qualifying hereunder will be a nonstatutory stock option. Non-employee directors of the Company shall be granted options for 5,300 shares each at the latter of: the date of grant or such time that the non-employee director has completed ten (10) years of service as a director of the Company's Affiliate, Feather River State Bank. Shares not granted pursuant to the formula detailed in the Plan shall be allocated evenly among the eligible non-employee directors. The grant of shares in any calendar year for service as a non-employee director in the previous calendar year shall be defined as an "Annual Grant." 3 PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED IN GENERAL Each optionee will enter into a stock option agreement with the Company, which agreement will state the number and purchase price of the shares subject to the option. No option may be exercised by any optionee unless and until the optionee has served continuously as a director or full-time officer or employee for a period of six (6) months from the date of grant of such option (the "Vesting Period"), except as otherwise provided below. See "Termination of Employment, or Status as a Director or Officer," "Death or Disability of Optionee" and "Adjustment of and Changes in the Shares," herein. Options granted to non-employee directors shall be exercisable upon the later of the expiration of six (6) months from the date of grant or such time as such non-employee director has completed ten (10) years of continuous service as a director of Feather River State Bank, an affiliate of the Company. All other options granted pursuant to the Plan shall vest in such manner as determined by resolution of the Stock Option Committee at the rate of at least twenty percent (20%) per year up to but not exceeding five (5) years from the date the option is granted; provided, however, that the Committee may, in its sole discretion, accelerate the time of exercise of any option. If an incentive stock option is granted to an optionee who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company and its affiliates, such option by its terms shall not be exercisable after the expiration of five (5) years from the date such option is granted. Each option may be exercised for a period not exceeding ten (10) years from the date of grant subject to the vesting provisions herein and to a determination of the Committee that an option may expire in such lesser period of time as they may determine in their sole discretion. The purchase price under each option will be not less than 100% of the fair market value of the shares of Common Stock subject thereto on the date said option is granted and must be paid in full at the time the option is exercised by cash, certified check, official bank check, or the equivalent thereof; or by shares of Common Stock with a fair market value as of the date of exercise equal to the purchase price; or by shares of Common Stock with a fair market value as of the date of exercise less than the full amount of the purchase price plus cash, certified check, official bank check or the equivalent thereof equal to the remaining amount of the purchase price. If, however, an optionee who has been granted an incentive stock option owns stock of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company and its affiliates, the option price of any option granted to the optionee may not be less than one hundred ten percent (110%) of the fair market value of the shares of Common Stock 4 subject thereto on the date the option is granted. The fair market value of the shares of Common Stock subject to options may be determined by the Committee using any reasonable valuation method. TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER If an optionee ceases to be an employee, director or officer of the Company for any reason other than his or her death or disability or cause, the optionee's right to exercise options to the extent such options were exercisable by the optionee on the date of such termination will terminate within three (3) months and one (1) day following such termination, provided the date of exercise is in no event after the expiration of the term of the option. If any optionee is removed for cause as defined in the Plan his or her right to exercise any option previously granted pursuant to the Plan will cease immediately. DEATH OR DISABILITY OF OPTIONEE If an optionee's employment or status as an officer or director is terminated by death or disability, such optionee or such optionee's qualified representative (in the event of mental disability) or the optionee's estate (in the event of death) may exercise any option to the extent the optionee was entitled to exercise such option on the date of the optionee's death or disability within twelve (12) months following the date of such death or disability, provided the actual date of exercise is in no event after the expiration of the term of the option. RESTRICTIONS ON RESALE Shares owned by the directors and certain officers of the Company and its subsidiaries, as affiliates of the Company, are subject to restrictions on transfer and resale. Directors, certain officers and other affiliates of the Company may offer and sell securities purchased under the Plan only in transactions registered under or exempt from the registration requirements of the 1993 Act. The Common Stock of the Company is registered under the 1934 Act. Accordingly, every officer, director and beneficial owner of more than ten percent (10%) of the Common Stock of the Company is subject to the short-swing profit recovery provisions of Section 16(b) of the 1934 Act. Generally, Section 16(b) provides that the Company may recover any profit realized by any of these persons resulting from any purchase and sale (or sale and purchase) of the Common Stock of the Company if the transactions occur within a period of less than six (6) months of one another. 5 Directors and officers are cautioned to consult with counsel regarding their status as affiliates and the application of Section 16(b) to any grant or exercise of an option and any sales of shares of Common Stock of the Company within a period of less than six (6) months before or after any such exercise or grant. TAX EFFECTS OF PLAN PARTICIPATION The following summary is intended only as a general discussion and should not be relied upon by an optionee to determine the tax consequences of the grant or exercise of any option or the sale of shares acquired after exercise. The federal tax consequences of stock options are complex and subject to change. In addition, an optionee's particular situation may be such that some variation of the general rule is applicable. PARTICIPANTS IN THE PLAN ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS BEFORE EXERCISING OPTIONS OR SELLING SHARES ACQUIRED BY EXERCISING OPTIONS. NONSTATUTORY STOCK OPTIONS An optionee who is granted a nonstatutory option in connection with the performance of services generally realizes no ordinary income at the time of grant. In most cases, the optionee will realize compensation income and consequently be subject to federal income tax at the time the optionee exercises the option with a cash payment. The optionee must include as ordinary income the excess, if any, of the fair market value of the stock received over the exercise price. A significant exception exists, however, concerning the time as of which an optionee realizes ordinary income resulting from the exercise of a nonstatutory option. An optionee will not realize income upon the exercise of the option and receipt of stock if the stock is not transferable and is subject to a substantial risk of forfeiture. The optionee will realize income at the moment either restriction lapses, however. Moreover, for purposes of determining whether any gain realized upon subsequent sale of the stock will be treated as long-term or short-term capital gain, the holding period will not begin to run until the date on which the optionee realizes income attributable to the exercise of the option. As the amounts included in income are deemed to be supplementary compensation, the Company must withhold tax with respect to this income, and will forfeit its deduction if it does not withhold. The basis for determining gain or loss on the sale of stock received through the exercise of a nonstatutory option is the amount paid for the stock plus the amount included in income on the exercise of the option. Where payment of the option price at exercise is made in whole or in part through the delivery of shares of stock already owned by the optionee ("Owned Shares"), further tax considerations apply. Gain or loss will not be recognized for tax 6 purposes upon disposition of Owned Shares delivered in payment of the option price. A number of shares received on exercise equal to the number delivered ("Exchange Shares") will have the same basis and holding period as the Owned Shares. Whether the Internal Revenue Service will allow such nontaxable treatment where the nonstatutory option is exercised with Owned Shares which were acquired pursuant to the exercise of an incentive stock option is uncertain. The fair market value of the remaining shares received on exercise ("Additional Shares") is compensation for services and ordinarily is includable in the gross income of the optionee in the year of exercise. The holding period for determining capital gain or loss for such Additional Shares generally begins the day after the exercise date. INCENTIVE STOCK OPTIONS An optionee who is granted an incentive stock option realizes no ordinary income either at the time of the grant or at the time of exercise of the option, provided that the optionee is an employee of the Company or its Affiliates at the time of the grant of the option and is in the employ of the Company or its Affiliates for at least three (3) months prior to the time of exercise of the option. An optionee will recognize income at the time of sale of the stock acquired by means of the exercise of an incentive stock option based upon the spread between the option price and the amount realized upon the sale of stock. In order to qualify for capital gains treatment upon disposition of stock following exercise of an incentive stock option, the optionee may not dispose of the stock for at least two (2) years from the date the option was granted and must hold the stock itself for at least one year after the exercise of the option. If these holding periods are not met it is considered to be a "disqualifying disposition" and the optionee must pay tax at the ordinary income based upon the spread between the option price and the fair market value of the stock at the time of exercise in the year of the disqualifying disposition. Where payment of the option price at exercise is made in whole or in part through Owned Shares, further tax considerations apply. Gain or loss will not be recognized for tax purposes upon disposition of Owned Shares delivered in payment of the option price. Exchange Shares will have the same basis and holding period as the Owned Shares. The fair market value of the Additional Shares is compensation for services and ordinarily is includable in the gross income of the optionee in the year of exercise. The holding period for determining capital gain or loss for such Additional Shares generally begins the day after the exercise date. 7 ASSIGNMENT OF INTEREST No option is transferable by the optionee otherwise than by will, the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of ERISA. REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION Upon the written or oral request of anyone to whom this Prospectus is delivered, the Company will provide without charge a copy of its latest annual report to shareholders (which includes audited consolidated financial statements) and any and all of the information that has been incorporated by reference into the Registration Statement filed with the Securities and Exchange Commission, of which this Prospectus is part, under the 1933 Act, as amended, with respect to the Common Stock offered hereby (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the Registration Statement incorporates). Additional updating information with respect to the securities covered in this Prospectus may be provided in the future by means of appendices which the Company will deliver or cause to be delivered to each employee, director or officer who participates in or is selected to participate in the Plan. When updated information is so furnished, documents previously delivered to participants may not be redelivered, but upon the oral or written request of any participant, the Company will provide without charge to any participant a copy of all documents that then constitute the Plan Prospectus. Upon the written or oral request of any participant in the Plan to whom this Prospectus is delivered, the Company will provide without charge a copy of any of the following materials: (i) the Bank's or Company's latest Annual Report to Shareholders, as applicable; (ii) the Bank's or Company's latest Annual Report on Form 10-K, as applicable; (iii) the latest prospectus filed by the Company pursuant to Rule 424(b) under the 1933 Act that contains audited financial statements for the Bank's or Company's latest fiscal year for which such statements have been filed; or (iv) any effective Exchange Act registration statement on Form 10 containing audited financial statements for the Bank's or Company's latest fiscal year. The Company will deliver or cause to be delivered to all Plan participants who do not otherwise receive such material or who orally or in writing request such material, copies of all reports, proxy statements and other communications distributed to the shareholders of the Company generally. 8 All such requests should be directed to the Company at its offices at 1005 Stafford Way, Yuba City, California 95991, Attention: Annette Bertolini, Corporate Secretary. Telephone: (916) 674-4444. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents are incorporated herein by reference. In addition, all documents subsequently filed by the Company pursuant to Sections 13, 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. 1.1 Description of the Company's Common Stock and other securities contained in the Company's Amendment No. 2 to Registration Statement on Form 10, filed with the Securities and Exchange Commission on April 13, 1996, pursuant to Section 12(g) of the Exchange Act. 1.2 California Independent Bancorp Form 10-K for the fiscal year ended December 31, 1995. 1.3 California Independent Bancorp Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996 1.4 Current Reports on Form 8-K dated June 18, 1996, July 30, 1996, and October 10, 1996. Item 4. Description of Securities. The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Insert any provisions of Articles or Bylaws regarding indemnification. 9 The Company shall indemnify its "Agents," as defined in Section 317 of the California Corporations Code, to the full extent permitted by Section 317, as amended from time to time, or as permitted by any successor statute to Section 317, and by the Company's Articles of Incorporation. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4. California Independent Bancorp 1996 Stock Option Plan and form of Nonstatutory and Incentive Stock Option Agreements. 5. Opinion of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick as to the validity of securities being registered. 15. Not applicable. 23.1 Consent of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick is contained in that firm's opinion as Exhibit 5 to this Registration Statement. 23.2 Consent of Arthur Andersen LLP, independent public accountants for California Independent Bancorp. 24. Power of Attorney. 99. Not applicable. 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; (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 10 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling person of the registrant pursuant to the foregoing provisions, 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 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 whether such indemnification by it is against 11 public policy as expressed in the Act and will be governed by the final adjudication of such issue. 12 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 had duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Yuba City, State of California, on November 25, 1996. CALIFORNIA INDEPENDENT BANCORP By: /s/ Robert J. Mulder ------------------------------------- Robert J. Mulder President and Chief Executive Officer 13 Pursuant to the requirements of the Securities Act of 1933, this November No. 1 to Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated. * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- ANNETTE BERTOLINI Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- HAROLD M. EASTRIDGE Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- WILLIAM H. GILBERT Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- DALE L. GREEN Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- LAWRENCE G. HARRIS Director 14 * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- ROBERT J. MULDER President, Chief Executive Officer and Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- DAVID A. OFFUTT Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- WILLIAM K. RETZER Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- ROSS D. SCOTT Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- LOUIS F. TARKE Director * /s/ Robert J. Mulder November 25, 1996 - ------------------------------------------------- MICHAEL C. WHEELER Director * Pursuant to Power of Attorney 15 EXHIBITS EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 4 California Independent Bancorp 1996 Stock Option Plan and form of Nonstatutory and Incentive Stock Option Agreements. 5 Opinion of Leland, Parachini, Steinberg, Flinn, Matzger & Melnick as to the validity of securities being registered. 23.1 Consent of Leland, Parachini, * Steinberg, Flinn, Matzger & Melnick is contained in that firm's opinion as Exhibit 5 to this Registration Statement. 23.2 Consent of Arthur Andersen LLP, independent public accountants for California Independent Bancorp 25 Power of Attorney is contained in the Signatures pages. - ------------------------- * Not applicable 16 EX-4 2 EXHIBIT 4 CALIFORNIA INDEPENDENT BANCORP 1996 STOCK OPTION PLAN INDEX ARTICLE COMMENCING NO. DESCRIPTION ON PAGE - ------- ----------- ---------- 1. PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 2. ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 3. PARTICIPANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 4. THE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 5. GRANTS, TERMS AND CONDITIONS OF OPTIONS. . . . . . . . . . . . . . . . .4 6. ADJUSTMENT OF AND CHANGES IN THE SHARES. . . . . . . . . . . . . . . . 12 7. LISTING OR QUALIFICATION OF SHARES . . . . . . . . . . . . . . . . . . 15 8. AMENDMENT AND TERMINATION OF THE PLAN. . . . . . . . . . . . . . . . . 15 9. BINDING EFFECT OF CONDITIONS . . . . . . . . . . . . . . . . . . . . . 16 10. EFFECTIVENESS OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . 17 11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE. . . . . . . . . . . . . . . . . . 17 12. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 13. INFORMATION TO OPTIONEES . . . . . . . . . . . . . . . . . . . . . . . 18 i CALIFORNIA INDEPENDENT BANCORP 1996 STOCK OPTION PLAN ------------------------------------------- o0o ------------------- -------------------- 1. PURPOSE The purpose of this 1996 Stock Option Plan (the "Plan") of California Independent Bancorp and its Affiliates (hereinafter collectively referred to as the "Company"), is to secure for the Company and its stockholders the benefits of the incentive inherent in the ownership of Common Stock of California Independent Bancorp by those key, full-time employees and officers of the Company who will share responsibility with management of the Company for its future growth and success. Options may also be granted to non-employee directors of the Company. The word "Affiliate", as used in this Plan, means any bank or corporation in an unbroken chain of banks or corporations beginning or ending with the Company, if at anytime, each such bank or corporation other than the last in that chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one or the other banks or corporations in the chain. 2. ADMINISTRATION The following provisions shall govern the administration of the Plan: (a) The Plan shall be administered by a committee of the Board of Directors duly appointed by the Board (the "Committee") composed of two (2) or more directors, each of whom is 1 a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or successor rule or regulation, i.e. each Committee member has not, during the one year prior to service as a Committee member, received the grant of an option under the Plan or any other plan of the Company, except that participation in a formula plan meeting the conditions of Rule 16b-3 under the 1934 Act shall not disqualify a director from being a "disinterested person". The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Board of Directors shall designate a Chairman of the Committee from among the Committee members. Acts of the Committee (i) at a meeting, held at a time and place and in accordance with rules adopted by the Committee, at which a quorum of the Committee is present and acting, or (ii) reduced to and approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. (b) The Company shall effect the grant of options under the Plan by execution of instruments in writing in a form approved by the Committee. Subject to the express terms and conditions of the Plan and the terms of any option outstanding under the Plan, the Committee shall have full power to construe the Plan and the terms of any option granted under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan or such options and to make all other determinations necessary 2 or advisable for the Plan's administration, including, without limitation, the power to (i) determine which persons meet the requirements of Section 3 hereof for selection as participants in the Plan and which persons are considered to be "employees" for purposes of the Internal Revenue Code of 1986, as amended (the "Code"), and therefore eligible to receive incentive stock options under the Plan; (ii) determine to whom of the eligible persons, if any, options shall be granted under the Plan; (iii) establish the terms and conditions required or permitted to be included in every option agreement or any amendments thereto, including whether options to be granted thereunder shall be "incentive stock options", as defined in the Code, or "nonstatutory stock options"; (iv) specify the number of shares to be covered by each option; (v) in the event a particular option is to be an incentive stock option, determine and incorporate such terms and provisions, as well as amendments thereto, as shall be required in the judgement of the Board of Directors or the Committee, so as to provide for or conform such option to any change in any law, regulation, ruling or interpretation applicable thereto; and (vi) to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determination on the foregoing matters shall be conclusive. 3 3. PARTICIPANTS Participants in the Plan shall be those, non-employee directors, officers and key, full-time, salaried employees of the Company to whom options may be granted from time to time by the Committee. 4. THE SHARES The shares of stock initially subject to options authorized to be granted under the Plan shall consist of one hundred one thousand three hundred and thirty-seven (101,337) shares of Common Stock (the "Shares"). The Shares subject to the Plan may be set aside out of the authorized but unissued shares of Common Stock of the Company not reserved for any other purpose or out of shares of Common Stock subject to an option which, for any reason, terminates unexercised as to the Shares. 5. GRANTS, TERMS AND CONDITIONS OF OPTIONS Options may be granted at any time prior to the termination of the Plan to non-employee directors, officers and other key, full-time, salaried employees of the Company who, in the judgment of the Committee, contribute to the successful conduct of the Company's operation through their judgment, interest, ability and special efforts, provided, however, that: (i) for incentive stock options, the aggregate fair market value of the stock (determined as of the date the option is granted) which is exercisable for the first time in any calendar year (under all stock option plans of the Company, its Affiliates or any predecessor of any such corporation) shall not exceed $100,000; 4 (ii) except in the case of termination by death or disability or cause or cessation of status as a director, as set forth in Section 5(e) below, the granted option must be exercised by an optionee no later than three (3) months and one (1) day after any termination of employment or status as a director with the Company and said employment or status as a director must have been continuous since the granting of the option. Further, incentive stock options may only be granted to full-time, salaried employees of the Company. In addition, options granted pursuant to the Plan shall be subject to the following terms and conditions: (a) NUMBER OF SHARES AND GRANT TO NON-EMPLOYEE DIRECTORS. (i) Each agreement evidencing an option granted under the Plan shall state the number of Shares subject to the option. (ii) Each and every non-employee director shall be granted options to purchase 5,300 Shares upon the terms and conditions as set forth in this Plan. (iii) Options granted to non-employee directors under this Plan shall become fully vested and exercisable at the later of the time of grant or such time that the optionee completes ten (10) years of service as a director of Feather River State Bank. (b) VESTING PERIOD OF OPTIONS. With respect to each option granted pursuant to Section 5(a) above, each optionee shall agree to remain as a director and to render his or her 5 services for a period of at least six (6) months from the date of grant, but such agreement shall not impose upon the Company any obligation to retain the optionee as a director for any period. No option may be exercised by any optionee unless and until the optionee has served continuously as a director, officer or employee for a period of six (6) months from the date of grant of such option (the "Vesting Period"), except as set forth in Sections 5(e) and 6 hereof. (c) OPTION PRICE. The purchase price (the "Option Price") under each option shall be not less than one hundred percent (100%) of the fair market value of the Shares subject thereto on the date the option is granted, as such value is determined by the Committee. The fair market value of such stock shall be determined in accordance with any reasonable valuation method, including the valuation methods described in Treasury Regulation Section 20.2031-2. If, however, an employee owns stock of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, the option price of any incentive stock option granted to such optionee shall be not less than one hundred ten percent (110%) of such fair market value at the time such option is granted. (d) DURATION AND EXERCISE OF OPTIONS. Except as set forth in Section 5(a)(iii) as to non-employee directors, each option shall vest in such manner and at such time at the rate of at least 20% per year up to but not exceeding five (5) years from the date the option is granted for all Participants as the Committee 6 shall determine in its sole discretion; provided, further, that if an incentive stock option is granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, such option by its terms is not exercisable after the expiration of five (5) years from the date such option is granted. Each option may be exercised for a period of up to one hundred twenty (120) months from the date of grant, subject to the vesting provisions set forth herein and to a determination of the Committee that an option may expire in such lesser period of time as they may determine in their sole discretion. The termination of the Plan shall not alter the maximum duration, the vesting provisions, or any other term or condition of any option granted prior to the termination of the Plan. To the extent the right to purchase Shares has vested under a Participant's stock option agreement, options may be exercised from time to time by delivering payment in full at the Option Price for the number of Shares being purchased by either: (i) cash, certified check, official bank check or the equivalent thereof acceptable to the Company; or (ii) shares of the Company's Common Stock with a fair market value on the date of exercise equal to the Option Price; or (iii) a combination of (i) and (ii) above; together with written notice to the Secretary of the Company identifying the option or part thereof being exercised and 7 specifying the number of Shares for which payment is being tendered. The Company shall deliver to the Optionee, which delivery shall be not less than fifteen (15) days and not more than thirty (30) days after the giving of such notice, without transfer or issue tax to the Optionee (or other person entitled to exercise the option) at the principal office of the Company, or such other place as shall be mutually acceptable, a certificate or certificates for such Shares dated the date the options were validly exercised; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. If an option covers incentive and nonstatutory stock options, separate stock certificates shall be issued; one or more for stock acquired upon exercise of the incentive stock options and one or more for the stock acquired upon exercise of the nonstatutory stock options. (e) TERMINATION OF EMPLOYMENT, OR DIRECTOR OR OFFICER STATUS. Upon the termination of an Optionee's status as an employee, director or officer of the Company, his or her rights to exercise an option then held shall be only as follows: DEATH OR DISABILITY: If an Optionee's employment or status as an officer or director is terminated by death or disability, such Optionee or such Optionee's qualified representative (in the event of the Optionee's mental disability) or the Optionee's estate (in the event of the Optionee's death) shall have the right for a period of twelve (12) months following 8 the date of such death or disability to exercise the option to the extent the Optionee was entitled to exercise such option on the date of the Optionee's death or disability, provided the actual date of exercise is in no event after the expiration of the term of the option. An Optionee's "estate" shall mean the Optionee's legal representative or any person who acquires the right to exercise an option by reason of the Optionee's death. CAUSE: If an employee or officer is determined by the Board of Directors to have committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the Company, or to have deliberately disregarded the rules of the Company which resulted in loss, damage or injury to the Company, or if an Optionee makes any unauthorized disclosure of any of the secrets or confidential information of the Company, induces any client or customer of the Company to break any contract with the Company or induces any principal for whom the Company acts as agent to terminate such agency relations, or engages in any conduct which constitutes unfair competition with the Company, or if an Optionee is removed from any office of the Company by any bank regulatory agency or by judicial process, neither the Optionee or the Optionee's estate shall be entitled to exercise any option with respect to any Shares whatsoever after termination of employment or status as a director or officer. The Optionee may receive payment from the Company for vacation pay, for services rendered prior to termination, for services for the day on which 9 termination occurred, for salary in lieu of notice, or for other benefits. In making such determination, the Board of Directors shall act fairly and shall give the Optionee an opportunity to appear and be heard at a hearing before the full Board of Directors and present evidence on the Optionee's behalf. For the purpose of this paragraph, termination of employment or officer status shall be deemed to occur when the Company dispatches notice or advice to the Optionee that the Optionee's employment or status as an officer is terminated and not at the time of Optionee's receipt thereof. OTHER REASONS: If an Optionee's employment or status as a director or officer is terminated for any other reason other than those mentioned above under "Death or Disability" and "Cause", the Optionee may, within three (3) months and one (1) day following such termination, exercise the option to the extent such option was exercisable by the Optionee on the date of termination of the Optionee's employment or status as a director or officer, provided the date of exercise is in no event after the expiration of the term of the option. (f) TRANSFERABILITY OF OPTION. Each option shall be transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code and shall be exercisable during the Optionee's lifetime only by the Optionee. (g) OTHER TERMS AND CONDITIONS. Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Committee shall deem 10 appropriate. No option, however, nor anything contained in the Plan, shall confer upon any Optionee any right to continue in the employ or in the status as an officer of the Company, nor limit in any way the right of the Company to terminate an Optionee's employment or status as an officer at any time. Nor shall any option, nor anything contained in the Plan, obligate the Company or any Affiliate to continue any Optionee's status as a director or to vote any shares held by the Company's proxy holders in favor of any Optionee at any shareholders' meeting of the Company at which directors are to be elected. (h) USE OF PROCEEDS FROM STOCK. Proceeds from the sale of Shares pursuant to the exercise of options granted under the Plan shall constitute general funds of the Company. (i) RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a shareholder with respect to any Shares until the date of issuance of a stock certificate for such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance, except as provided in Section 6 hereof. (j) EXERCISABILITY OF INCENTIVE STOCK OPTIONS. The aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year (under all such plans of the Company) shall not exceed $100,000. Any option not complying with this Section 5(j) shall be a nonstatutory stock option. 11 (k) TAX WITHHOLDING. The Company may determine that it is required to withhold taxes relating to the exercise of any option and that such tax withholding shall be satisfied in a manner satisfactory to the Company before Shares pursuant to the exercise of an option are delivered to an Optionee. The Optionee may elect to pay such tax upon the exercise of a stock option by surrendering a sufficient number of previously issued shares or to withhold shares otherwise issuable upon exercise of the option. The value of Shares surrendered shall be the fair market value of such Shares on the date the exercise of a stock option becomes taxable. The election to withhold shares otherwise deliverable upon exercise of the option, or to surrender previously issued shares, shall be subject to the approval of the Committee and must be made pursuant to rules established by the Committee. 6. ADJUSTMENT OF AND CHANGES IN THE SHARES In the event the shares of Common Stock of the Company, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of reorganization, merger, consolidation, recapitalization, reclassification, split-up, combination of shares or otherwise), or if the number of shares of Common Stock of the Company shall be increased through the payment of a stock dividend or increased or decreased through a stock split, the Board of Directors shall substitute for or add to each share of Common Stock of the Company theretofore appropriated or thereafter subject or which may become 12 subject to an option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Company shall be so changed, or for which each share shall be exchanged, or to which each such share shall be entitled, as the case may be. In addition, the Committee shall make appropriate adjustment in the number and kind of shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable so that any Optionee's proportionate interest in the Company by reason of his rights under unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price of the unexercised portion of the option and with a corresponding adjustment in the option price per share. In the event of sale, dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving or resulting corporation, the Committee shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may, in its absolute and uncontrolled discretion, tender an option or options to purchase its shares on its terms and conditions, both as to the number of shares and otherwise; provided, however, that in all events the Optionee shall have the right immediately prior to such sale, dissolution, liquidation, or merger or consolidation in which the Company is not the surviving or resulting corporation to notification thereof as soon as practicable and, thereafter, to 13 exercise the Optionee's option to purchase Shares subject thereto to the extent of any vested and unexercised portion of the option. This right of exercise shall be conditioned upon the execution of a final plan of dissolution or liquidation or a definitive agreement of merger or consolidation. In the event of an offer by any person or entity to all shareholders of the Company to purchase any or all shares of Common Stock of the Company (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in Section 6 hereof), any Optionee under this Plan shall have the right upon the commencement of such offer to exercise the option and purchase shares subject thereto subject to the vesting provisions of Section 5(b) and (d) hereof. No right to purchase fractional shares shall result from any adjustment in options pursuant to this Section 6. In case of any such adjustment, the shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each holder of an option which was in fact so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan. To the extent the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Any issue by the Company of shares of 14 stock of any class, or securities convertible into shares of any class, shall not affect the number or price of shares of Common Stock subject to the option, and no adjustment by reason thereof shall be made. 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, reclassification, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets. 7. LISTING OR QUALIFICATION OF SHARES All options granted under the Plan are subject to the requirement that if at any time the Board of Directors or the Committee shall determine in its discretion that the listing or qualification of the Shares subject thereto on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of Shares under the option, the option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Board of Directors or the Committee. 8. AMENDMENT AND TERMINATION OF THE PLAN The Board of Directors shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board of Directors shall not, without the approval of the 15 shareholders of the Company, (i) materially increase the benefits accruing to Participants under the Plan; (ii) increase the number of securities which may be issued under the Plan; or (iii) modify the requirements as to eligibility for participation in the Plan; and provided further that the terms set forth in Section 5 of the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder. Except as provided in Section 6, no termination, modification or amendment of the Plan may, without the consent of an employee, director or officer to whom such option shall theretofore have been granted, adversely affect the rights of such employee, director or officer under such option. Unless the Plan shall have been terminated by action of the Board of Directors prior thereto, it shall terminate ten (10) years from the earlier of its adoption by the Board of Directors or approval by the Company's shareholders, unless earlier terminated by the Board of Directors. Unless the Plan shall have been terminated by action of the Board of Directors prior thereto, the Plan shall terminate on June 11, 2006 (ten years from its adoption). 9. BINDING EFFECT OF CONDITIONS The conditions and stipulations herein contained, or in any option granted pursuant to the Plan shall be, and constitute, a covenant running with all of the Shares acquired by the optionee pursuant to this Plan, directly or indirectly, whether the same have been issued or not, and those Shares owned by the optionee 16 shall not be sold, assigned or transferred by any person save and except in accordance with the terms and conditions herein provided, and the optionee shall agree to use best efforts to cause the officers of the Company to refuse to record on the books of the Company any assignment or transfer made or attempted to be made except as provided in the Plan and to cause said officers to refuse to cancel old certificates or to issue or deliver new certificates therefor where the purchaser or assignee has acquired certificates or the Shares represented thereby, except strictly in accordance with the provisions of the Plan. 10. EFFECTIVENESS OF THE PLAN The Plan shall become effective only upon approval by the Board of Directors. The grant of any options pursuant to the Plan shall be conditioned upon the registration of the Shares with the Securities and Exchange Commission and Qualification of the offer and sale of the Shares pursuant to the Plan with the Commissioner of Corporations of the State of California, unless in the opinion of counsel to the Company such registration or qualification is not necessary. 11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE; NOTICE OF SALE No optionee shall be entitled to the privileges of stock ownership as to any Shares not actually issued and delivered to the optionee. No Shares shall be purchased upon the exercise of any option unless and until any applicable requirements of any regulatory agencies having jurisdiction, and of any exchanges upon 17 which the Common Stock of the Company may be listed, shall have been satisfied. The Company shall diligently endeavor to comply with all applicable securities laws before any options are granted under the Plan and before any Shares are issued pursuant to the exercise of such options. The optionee shall give the Company notice of any sale or other disposition of any such Shares not more than five (5) days after such sale or other disposition. 12. INDEMNIFICATION The Company shall indemnify its "agents", as defined in Section 317 of the California Corporations Code, to the full extent permitted by Section 317, as amended from time to time, or as permitted by any successor statute to Section 317, and by the Company's Articles of Incorporation. 13. INFORMATION TO OPTIONEES The Company shall provide to each optionee during the period for which he or she has one or more options outstanding, copies of all annual reports and other information which are provided to all shareholders of the Company. 18 CALIFORNIA INDEPENDENT BANCORP INCENTIVE STOCK OPTION AGREEMENT Date of Grant: TO: We are pleased to notify you that California Independent Bancorp (the "Company") this day hereby grants to you an option to purchase all or any part of _______________ shares of the Common Stock of the Company (the "Shares") at the Option Price of _________ per share (the "Option") as a Stock Option under the Company's 1996 Stock Option Plan (the "Plan"). THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT. THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY. 1. PURPOSE OF THE OPTION. One of the purposes of the Plan is to advance the interests of the Company by stimulating the efforts of officers and full-time salaried employees on behalf of the Company, by granting them financial participation in the progress and success of the Company. 1 2. SIGNATURE ON OPTION AGREEMENT. This option cannot be exercised unless you first sign this document in the place provided and return it to the Secretary of the Company. If you fail to do so, this Option will terminate and be of no effect. However, your signing and delivering this letter will not bind you to purchase any of the shares subject to this Option. Your obligation to purchase the Shares can arise only when you exercise this Option in the manner set forth in Paragraph 3 below. 3. TERMS OF OPTION AND EXERCISE OF OPTION. The aggregate fair market value (as determined at the time the option is granted) of the shares pursuant to this Agreement which are exercisable by you for the first time during any calendar year shall not exceed $100,000. Subject to the provisions of Paragraph 4 below and this Paragraph 3, this Option can be exercised by you at any time during a period of _________________ (________) months from the granting date as follows: (a) After the expiration of ___________________ (_________) months from the granting date, this Option may be exercised to the extent of an additional ___________________ percent (________%) of the Shares; (b) After the expiration of _________________ (________) months from the granting date, this Option may be exercised to the extent of an additional ________________ percent (________%) of the Shares; 2 (c) After the expiration of _______________ (_______) months from the granting date, this Option may be exercised to the extent of an additional _____________ percent (________%) of the Shares; (d) After the expiration of _______________ (______) months from the granting date, this Option may be exercised to the extent of an additional ______________ percent (________%) of the Shares; (e) after the expiration of ________________ (_________) months from the granting date, this Option may be exercised to the extent of an additional ______________ percent (________%) of the Shares. Any portion of the Option that you do not exercise shall accumulate and can be exercised by you any time prior to the expiration of ____________ (____) months from the date of grant. This Option may be exercised by delivering to the Secretary of the Company payment in full at the Option Price for the number of Shares being purchased in cash or by certified check or official bank check or the equivalent thereof acceptable to the Company, together with a written notice in a form satisfactory to the Company, signed by you specifying the number of Shares you then desire to purchase and the time of delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of such notice unless an earlier or later date is mutually agreed upon. At such time the Company shall, without transfer or issue tax deliver to you (or such other person entitled to exercise the option) at the principal office of the Company, or such other place as shall be mutually acceptable, a certificate or certificates for such 3 Shares dated the date the Options were validly exercised; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. No fractional Shares shall be issued or delivered. As a holder of an Option, you shall have the rights of a shareholder with respect to the Shares subject to this Option only after such Shares shall have been issued to you upon the exercise of this option. 4. TERMINATION OF OFFICE OR EMPLOYMENT. If your status as an employee or officer of the Company or its Affiliates (as such term is defined in the Plan) is terminated for any reason other than death, disability or cause, this Option may be exercised within three (3) months and one (1) day from the date of such termination to the extent you were entitled to exercise the Option on the date of termination, but in no event may this Option be exercised after the expiration of the term of this Option. If, however, you are removed from your office or your employment with the Company or its Affiliates is terminated for cause as defined in the Plan, this Option shall expire at the time notice or advice of such removal or termination is dispatched by the Company or its Affiliates and notwithstanding anything else herein to the contrary, neither you nor your estate shall be entitled to exercise any Option with respect to any Shares whatsoever after such removal or termination. 5. DEATH OR DISABILITY. If you die or become disabled while an officer or employee of the Company or its Affiliates, the Option may be exercised in whole or in part by you or your qualified 4 representative (in the event of your mental disability) or by the duly authorized executor of your Will or by the duly authorized administrator or special administrator of your estate (in the event of your death) within twelve (12) months from the date of your death or disability to the extent that you had the right to exercise this Option on the date of your death or disability, but in no event after the expiration of the term of this Option. Disability shall be determined by the Company's Stock Option Committee. 6. NONTRANSFERABILITY OF OPTION. This Option shall not be transferable except by Will or the laws of descent and distribution, and this Option may be exercised during your lifetime only by you. Any purported transfer or assignment of this Option shall be void and of no effect, and shall give the Company the right to terminate this Option as of the date of such purported transfer or assignment. 5 7. ADJUSTMENT OF AND CHANGES IN THE SHARES. Notwithstanding the preceding provisions of this Option Agreement, upon receipt of notice from the Stock Option Committee or the Board of Directors of the pendency of dissolution or liquidation of the Company or a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be the surviving corporation, or a sale of substantially all the assets and property of the Company to another person (a "Terminating Event"), this Option shall be exercisable to the extent of any vested and unexercised portion of the option. Upon the date thirty (30) days after receipt of said notice, this Option or any portion hereof not exercised shall terminate, unless provision shall be made in connection with the Terminating Event for assumption of this Option or for substitution for this Option of new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, solely at the option of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to the number and kind of shares and prices. 8. SUBJECT TO TERMS OF THE PLAN. This Agreement shall be subject in all respects to the terms and conditions of the Plan. Your signature herein represents your acknowledgement of receipt of a copy of the Plan. Any dispute or disagreement which shall arise under or as a result of or pursuant to this Agreement shall be finally and conclusively determined by the Board of Directors of the Company or duly appointed Committee in its sole discretion, and such determination shall be binding upon all parties. 6 9. GRANT AND EXERCISE OF OPTION: CONDITIONS. The grant of this option is conditioned upon approval of the Plan by the shareholders of the Company, registration of the Shares with the Securities and Exchange Commission and qualification of the offer and sale of the Shares to be issued under the Plan by the Commissioner of Corporations of the State of California, unless in the opinion of counsel to the Company such registration or qualification is not necessary. 10. TAX EFFECTS. THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. 11. RIGHTS AS A SHAREHOLDER. You have no rights as a shareholder of the Company with respect to any Shares until the date of the issuance of a stock certificate to you for such Shares. 12. NOTIFICATION OF SALES. You agree that you, or any person acquiring Shares upon exercise of this Option, will notify the Company not more than five (5) days after any sale or disposition of such Shares. 13. INFORMATION TO OPTIONEES. The Company shall provide to you during the period for which you have one or more options outstanding copies of all annual reports and other information which are provided to all shareholders of the Company. 14. TAX WITHHOLDING. Where in the opinion of counsel to the Company it would be appropriate for the Company to withhold taxes relating to the exercise of any option, the Committee may in its discretion require that such tax obligation be satisfied in a manner satisfactory to the Company before shares deliverable pursuant to the exercise of such option are transferred to the optionee. The optionee may make an election to pay such tax by surrendering a sufficient number of previously issued Shares. The value of Shares surrendered shall be the fair market value of such Shares on the date the exercise becomes taxable. The election to withhold shares otherwise deliverable upon exercise of the option, or to surrender previously issued Shares, shall be subject to the approval of the Committee and must be made pursuant to rules established by the Committee. California Independent Bancorp By:____________________________ Its:___________________________ Agreed to this________day of _____________, 19___. ____________________________ Signature of Optionee 7 CALIFORNIA INDEPENDENT BANCORP NON-QUALIFIED STOCK OPTION AGREEMENT Date of Grant: TO: We are pleased to notify you that California Independent Bancorp (the "Company") this day hereby grants to you an option to purchase all or any part of __________ shares of the Common Stock of the Company (the "Shares") at the Option Price of _________ per share (the "Option") as a Stock Option under the Company's 1996 Stock Option Plan (the "Plan"). THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT. THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY SHAREHOLDERS HOLDING A MAJORITY OF THE VOTING POWER OF THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY. 1. PURPOSE OF THE OPTION. One of the purposes of the Plan is to advance the interests of the Company by stimulating the efforts of officers, directors and full-time salaried employees on behalf 1 of the Company, by granting them financial participation in the progress and success of the Company. 2. SIGNATURE ON OPTION AGREEMENT. This option cannot be exercised unless you first sign this document in the place provided and return it to the Secretary of the Company. If you fail to do so, this option will terminate and be of no effect. However, your signing and delivering this letter will not bind you to purchase any of the shares subject to the option. Your obligation to purchase the Shares can arise only when you exercise this option in the manner set forth in Paragraph 3 below. 3. TERMS OF OPTION AND EXERCISE OF OPTION. Subject to the provisions of Paragraph 4 below and this Paragraph 3, this option can be exercised by you at any time during a period of ________________________ (___________) months from the granting date as follows: (a) After the expiration of ____________________ (_______) months from the granting date, this option may be exercised to the extent of not more than ____________________ percent (___________%) of the Shares. (b) After the expiration of _________________ (__________) months from the granting date, this option may be exercised to the extent of an additional ________________ percent (________%) of the shares. 2 (c) After the expiration of __________________ (_________) months from the granting date, this option my be exercised to the extent of an additional ____________________ percent (________%) of the Shares. (d) After the expiration of _________________ (_________) months from the granting date, this option may be exercised to the extent of an additional _______________ percent (________%) of the Shares. (e) After the expiration of _______________ (_________) months from the granting date, this option may be exercised to the extent of an additional________________ percent (_________%) of the Shares. (f) After the expiration of __________________ (______) months from the granting date, this option may be exercised to the extent of an additional ______________ percent (_______%) of the Shares. Any portion of the options that you do not exercise shall accumulate and can be exercised by you any time prior to the expiration of ______________ (____) months from the granting date. This option may be exercised by delivering to the Secretary of the Company, payment in full at the Option Price for the number of Shares being purchased in cash or by certified check or official bank check or the equivalent thereof acceptable to the Company; together with a written notice in a form satisfactory to the Company, signed by you specifying the number of Shares you then desire to purchase and the time of delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of such notice unless an earlier or later date is mutually agreed 3 upon. At such time, the Company shall, without transfer or issue tax to you (or such other person entitled to exercise the option), deliver to you (or such other person entitled to exercise the option) at the principal office of the Company, or such other place as shall be mutually acceptable a certificate or certificates for such shares dated the date the options were validly exercised; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. No fractional shares shall be issued or delivered. As a holder of an option, you shall have the rights of a shareholder with respect to the Shares subject to this option only after such Shares shall have been issued to you upon the exercise of this option. 4. TERMINATION OF OFFICER OR DIRECTOR STATUS OR EMPLOYMENT. If your status as an employee, director or officer of the Company or its Affiliates (as such term is defined in the Plan) is terminated for any reason other than death, disability or cause, this option may be exercised within three (3) months and one (1) day from the date of such termination to the extent you were entitled to exercise the option on the date of termination, but in no event may this option be exercised after the expiration of the term of this option. If, however, you are removed from your office as an officer or director or your employment with the Company or its Affiliate is terminated for cause as defined in the Plan, this option shall expire at the time notice or advice of such removal or termination is dispatched by the Company or its Affiliates, or in the instance of a non-employee director at the time of any removal proceeding by any appropriate bank 4 regulatory agency or by judicial process and notwithstanding anything else herein to the contrary, neither you nor your estate shall be entitled to exercise any option with respect to any Shares whatsoever after such removal or termination. 5. DEATH OR DISABILITY. If you die or become disabled while an officer, director or employee of the Company or its Affiliates, the option may be exercised in whole or in part by you or your qualified representative (in the event of your mental disability) or by the duly authorized executor of your Will or by the duly authorized administrator or special administrator of your estate (in the event of your death) within twelve (12) months from the date of your death or disability to the extent that you had the right to exercise this option on the date of your death or disability, but in no event after the expiration of the term of this option. Disability shall be determined by the Company's Stock Option Committee. 5 6. NONTRANSFERABILITY OF OPTION. This option shall not be transferable except by Will or the laws of descent and distribution, and this option may be exercised during your lifetime only by you. Any purported transfer or assignment of this option shall be void and of no effect, and shall give the Company the right to terminate this option as of the date of such purported transfer or assignment. 7. ADJUSTMENT OF AND CHANGES IN THE SHARES. Notwithstanding the preceding provisions of this option agreement, upon receipt of notice from the Stock Option Committee or the Board of Directors of the pendency of dissolution or liquidation of the Company or a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be the surviving corporation, or a sale of substantially all the assets and property of the Company to another person (a "Terminating Event"), this option shall be exercisable to the extent of any vested and unexercised portion of the option. Upon the date thirty (30) days after receipt of said notice, this option or any portion hereof not exercised shall terminate, unless provision shall be made in connection with the Terminating Event for assumption of this option or for substitution for this option of new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, solely at the option of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to the number and kind of shares and prices. 6 8. SUBJECT TO TERMS OF THE PLAN. This Agreement shall be subject in all respects to the terms and conditions of the Plan. Your signature herein represents your acknowledgment of receipt of a copy of the Plan. Any dispute or disagreement which shall arise under or as a result of or pursuant to this agreement shall be finally and conclusively determined by the Board of Directors of the Company or duly appointed Committee in its sole discretion, and such determination shall be binding upon all parties. 9. GRANT AND EXERCISE OF OPTION: CONDITIONS. The Grant of this option is conditioned upon approval of the Plan by the shareholders of the Company, registration of the Shares with the Securities and Exchange Commission and qualification of the offer and sale of the Shares to be issued under the Plan by the Commissioner of Corporations of the State of California, unless in the opinion of counsel to the Company such registration or qualification is not necessary. 10. TAX EFFECTS. THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE OR DIRECTOR STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. 11. RIGHTS AS A SHAREHOLDER. You have no rights as a shareholder of the Company with respect to any Shares until the date of the issuance of a stock certificate to you for such Shares. 7 12. NOTIFICATION OF SALES. You agree that you, or any person acquiring Shares upon exercise of this Option, will notify the Company not more than five (5) days after any sale or disposition of such Shares. 13. INFORMATION TO OPTIONEES. The Company shall provide to you during the period for which you have one or more options outstanding copies of all annual reports and other information which are provided to all shareholders of the Company. 14. TAX WITHHOLDING. Where in the opinion of counsel to the Company it would be appropriate for the Company to withhold taxes relating to the exercise of any option, the Committee may in its discretion require that such tax obligation be satisfied in a manner satisfactory to the Company before shares deliverable pursuant to the exercise of such option are transferred to the optionee. The optionee may make an election to pay such tax by surrendering a sufficient number of previously issued Shares. The value of Shares surrendered shall be the fair market value of such Shares on the date the exercise becomes taxable. The election to withhold shares otherwise deliverable upon exercise of the option, or to surrender previously issued Shares, shall be subject to the approval of the Committee and must be made pursuant to rules established by the Committee. California Independent Bancorp By:__________________________ Its:_________________________ Agreed to this_____day of _____________, 19___. _______________________ Signature of Optionee 8 EX-5 3 OPINION OF LELAND July 30, 1996 California Independent Bancorp 1005 Stafford Way Yuba City, California Dear Sir/Madam: We are acting as your counsel in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate of 101,337 shares of Common Stock, no par value (the "Shares"), of California Independent Bancorp, a California corporation (the "Company"). A registration statement on Form S-8 (the "Registration Statement") has been filed under the Act with respect to the offering of the Shares and this Opinion is proposed to be filed as an exhibit to the Registration Statement. In connection with the offering of the Shares, we have examined the Registration Statement (including the Prospectus therein) and such other documents as we have deemed necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of the Company. Based upon the subject to the foregoing, after having given due regard to such issues of law as we deemed relevant and assuming that (i) the Registration Statement becomes and remains effective, and the Prospectus and your delivery procedures with respect thereto fulfill all of the requirements of the Act through all periods relevant to this Opinion, and (ii) all issuances of the Shares shall be in a manner complying with the terms of the Registration Statement and in compliance with the Blue Sky Laws of any states having jurisdiction thereof, we are of the opinion that the Shares, when issued, will be legally issued, fully paid and non-assessable. Consent is hereby given to the filing of this Opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act California Independent Bancorp July 30, 1996 Page #2 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. This Opinion is furnished solely in connection with the Registration Statement on Form S-8 and is not to be used for any other purpose without our prior written consent. Very truly yours, /s/ David J. Block David J. Block DJB:aa EX-23.2 4 CONSENT OF ACCOUNTANTS Exhibit 23.2 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this Amendment No. 1 to registration statement of our report dated February 23, 1996 included in California Independent Bancorp's Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Sacramento, California November 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----