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TEMECULA VALLEY BANCORP INC. 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (EMPLOYEES) INCENTIVE STOCK OPTION PLAN AGREEMENT

Employee Bonus Plan Agreement

TEMECULA VALLEY BANCORP INC.

          1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (EMPLOYEES)

 

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TEMECULA VALLEY BANCORP INC

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Title: TEMECULA VALLEY BANCORP INC. 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (EMPLOYEES) INCENTIVE STOCK OPTION PLAN AGREEMENT
Governing Law: California     Date: 3/31/2005

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EXHIBIT 10

 

                                EXHIBIT 10.11(a)

 

                          TEMECULA VALLEY BANCORP INC.

          1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (EMPLOYEES)

 

                      INCENTIVE STOCK OPTION PLAN AGREEMENT

 

                  This Option Agreement is made and entered into by and between

TEMECULA VALLEY BANCORP INC. ("Bancorp")1 and _________________("Optionee"), as

of the 19th day of November, 2003(which date is hereinafter referred to as the

"Date of Grant").

 

                                    RECITALS

 

         A. Bancorp has assumed and its Board of Directors has adopted the

Temecula Valley Bank, National Association 1996 Incentive and Nonqualified Stock

Option Plan Agreement (the "Plan") to advance the interests of Bancorp its

shareholders by providing officers and other employees who have substantial

responsibility for the direction and management of Bancorp with an

entrepreneurial incentive to (a) provide high levels of performance, (b)

undertake extraordinary efforts to increase the earnings of Bancorp, (c)

increase their proprietary interest in Bancorp, and (d) remain in the employ of

Bancorp.

 

         B. The Stock Option Committee established to administer the Plan (the

"Committee") has approved the granting of options to Optionee pursuant to the

Plan to provide an incentive to Optionee to focus on the long-term growth of

Bancorp.

 

                  In consideration of the mutual covenants and conditions

hereinafter set forth and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, Bancorp and Optionee agree as

follows:

 

                  1. Grant of Option. Bancorp hereby grants to Optionee the

right and option ("Option") to purchase an aggregate of _____ shares (such

number being subject to adjustment as provided in paragraph 10 hereof and

Section 10 of the Plan) of the Common Stock of Bancorp ("Stock") on the terms

and conditions herein set forth. This Option may be exercised in whole or in

part and from time to time as hereinafter provided. The Option granted under

this Agreement is intended to be an "Incentive Stock Option" as set forth in

Section 422 of the Internal Revenue Code of 1986 ("Code"), as amended.

 

--------

1 If Optionee is presently or subsequently becomes employed by a subsidiary of

Bancorp, the term "Bancorp" shall be deemed to refer collectively to Temecula

Valley Bancorp and the subsidiary or subsidiaries that employs Optionee.

 

                                       1

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                  2. Vesting of Option. The Option shall vest and become

exercisable in accordance with the schedule below:

 

                  [generally, a 3 year vesting schedule with 1/3 of the grant

                  vesting every year]

 

                  3. Purchase Price. The price at which Optionee shall be

entitled to purchase the Stock covered by the Option shall be $________ per

share, which price is 100% of the Fair Market Value (as defined in the Plan) of

the Stock on the Date of Grant.

 

                  4. Term of Option. The Option granted under this Agreement

shall expire, unless otherwise exercised, ten (10) years from the Date of Grant,

through and including the normal close of business of Bancorp on

__________________("Expiration Date"), subject to earlier termination as

provided in paragraph 8 hereof.

 

                  5. Exercise of Option. The Option may be exercised by Optionee

as to all or any part of the Stock then vested by delivery to Bancorp of written

notice of exercise and payment of the purchase price as provided in paragraphs 6

and 7 hereof.

 

                  6. Method of Exercising Option. Subject to the terms and

conditions of this Option Agreement, the Option may be exercised by timely

delivery to Bancorp of written notice, which notice shall be effective on the

date received by Bancorp. The notice shall state Optionee's election to exercise

the Option, the number of shares in respect of which an election to exercise has

been made, the method of payment elected (see paragraph 7 hereof), the exact

name or names in which the shares will be registered and the Social Security

number of Optionee. Such notice shall be signed by Optionee and shall be

accompanied by payment of the purchase price of such shares. In the event the

Option shall be exercised by a person or persons other than Optionee pursuant to

paragraph 8 hereof, such notice shall be signed by such other person or persons

and shall be accompanied by proof acceptable to Bancorp of the legal right of

such person or persons to exercise the Option. All shares delivered by Bancorp

upon exercise of the Option shall be fully paid and nonassessable upon delivery.

 

                  7. Method of Payment for Options. Payment for shares purchased

upon the exercise of the Option shall be made by Optionee in cash or such other

method permitted by the Committee and communicated to Optionee in writing prior

to the date Optionee exercises all or any portion of the Option.

 

                                       2

<PAGE>

 

                  8. Termination of Employment.

 

                          

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