50 of the Top 250 law firms use our Products every day
Exhibit 10(h)
AMENDED AND RESTATED
WESTAMERICA BANCORPORATION
STOCK OPTION PLAN OF 1995
RESTRICTED PERFORMANCE SHARE GRANT
AGREEMENT
Westamerica
Bancorporation, a California corporation (the
“Corporation”), hereby makes a grant of Restricted
Performance Shares to the grantee named below. The terms and
conditions of the grant are set forth in this cover sheet, in the
attachment and in the Amended and Restated Westamerica
Bancorporation Stock Option Plan of 1995 (the
“Plan”).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grantee’s
Social Security Number:
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares of Common Stock Covered by Grant:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By signing this cover sheet, you agree to all of
the terms and conditions described in
the attached Agreement and in the Plan, a copy of which is also
enclosed.
Attachment
-1-
AMENDED AND RESTATED
WESTAMERICA BANCORPORATION
STOCK OPTION PLAN OF 1995
RESTRICTED PERFORMANCE SHARE GRANT
AGREEMENT
|
|
|
|
|
|
|
Your Grant will
be settled only if in the determination of the Committee that
administers the Amended and Restated Stock Option Plan of 1995 (the
“Committee”) the performance goals set by the Committee
for lifting the restrictions on the Grant have been satisfied as of
the close of the Grant Period. If the performance goals are met for
the Grant Period, and provided that you are an Employee on the last
day of the Grant Period, the Grant will be settled on the Issue
Date.
|
|
|
|
|
|
|
|
The performance
goals that must be satisfied during the Grant Period in order for
the restrictions on the Restricted Performance Shares to lapse are
goals established by the Committee in its sole discretion. The
Committee may, however, restate the goals if a significant
accounting change or event occurs. The Committee’s
determination in this regard is conclusive and final, and by
signing this Agreement you agree to be bound by the
Committee’s determinations.
|
|
|
|
|
|
|
|
If your status
as an Employee of the Corporation (or any Subsidiary) terminates
during the Grant Period for any reason except retirement, death or
total and permanent disability, then your Grant will expire and be
permanently canceled at the close of business at Corporation
headquarters 90 days after your termination date. Settlement
under the Grant will only be made if the performance goals are met
and the Issue Date occurs during the 90-day period following your
termination date.
|
|
|
|
|
|
|
|
If you die as
an Employee of the Corporation (or any Subsidiary) during the Grant
Period, and if the Committee determines that the performance goals
are likely to be met for the Grant Period or portion thereof, then
your Grant will be settled as next described. The Corporation will
issue a pro rata portion of the Grant to your estate or
heirs, determined by number of full years of the Grant Period
completed before the date of your death. Fractional shares will be
rounded to the next higher or lower whole number. Any amount of the
Grant not issued to your estate or heirs will expire and be
permanently canceled on the date of your death.
|
|
|
|
|
|
|
|
If your status
as an Employee of the Corporation (or any Subsidiary) terminates
during the Grant Period because of your retirement or disability,
and if the Committee determines that the performance goals are
likely to be met for the Grant Period or portion thereof, then your
Grant will be settled as next described. The Corporation will issue
a pro rata portion of the Grant to you, as soon as
practicable after your termination of employment. The pro
rata issuance will be determined by the number of full years of
the Grant Period completed before retirement or disability.
Fractional shares will be round
|
|
