CHINO COMMERCIAL BANK, N.A. 2000 STOCK OPTION PLAN

EXHIBIT 10.1

CHINO COMMERCIAL BANK, N.A.
2000 STOCK OPTION PLAN
Adopted July 13, 2000

1.             Purpose . The purpose of the 2000 Stock Option Plan (the “Plan”) is to strengthen CHINO COMMERCIAL BANK, N.A. (the “Bank”) and those corporations which are or hereafter become sub­sidiary corporations of the Bank, within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”), by providing to partici­pating employees and directors added incentive for high lev­els of performance and for unusual efforts to increase the earn­ings of the Bank and its subsidiary corporations. The Plan seeks to ac­complish these purposes and results by providing a means whereby such employees and directors may purchase shares of the common stock of the Bank pursuant to (a) op­tions granted pursuant to the Incentive Stock Option Plan (the “Incentive Plan”) (Division A hereof) which will qualify as incentive stock options under Section 422 of the Code (“Incentive Options”), or (b) options granted pursuant to the Non­-Qualified Stock Option Plan (the “Non-Qualified Plan”) (Division B hereof) which are in­tended to be non-qualified stock options described in Treas. Reg. §1.83-7 to which Section 421 of the Code does not apply (“Non-Qualified Options”). (Hereinafter, the term “Op­tions” shall col­lectively refer to Incentive Options and Non-Qualified Options.)

2.             Administration . This Plan shall be administered by the Board of Directors of the Bank (the “Board of Directors”). Any action of the Board of Directors with respect to adminis­tration of the Plan shall be taken pursuant to a majority vote of its members;  provided, however, that with respect to action by the Board of Directors in granting an option to an individual director, such action must be authorized by the required number of directors without counting the interested director, who shall abstain as to any vote on his option. An interested director may be counted in determining the presence of a quorum at a meeting of the Board of Directors where such action will be taken.

The Board of Directors may, in its sole discre­tion, from time to time, establish a Stock Option Committee composed of not less than three (3) persons who must be directors of the Bank and, by appro­priate resolution, delegate to the Stock Option Committee such power and authority over the administration of the Plan as the Board of Directors deems appropriate. Nothing contained herein shall prevent the Board of Directors from delegating to the Stock Option Committee full power and authority over the administration of the Plan.

Subject to the express provisions of the Plan, the Board of Directors (or the Stock Option Committee, if authorized) shall have the authority to construe and interpret the Plan, and to define the terms used therein, to prescribe, amend, and rescind rules and regulations rela­ting to administration of the Plan, to determine the dura­tion and purposes of leaves of absence which may be granted to participants without constituting a termination of their employment for purposes of the Plan, and to make all other determinations necessary or advisable for admin­istration of the Plan. Determinations of the Board of Directors (or the Stock Option Committee, if authorized) on matters referred to in this section shall be final and conclusive.

3.             Participation; Limitation on Amount of Outstanding Options . All salaried officers and employees of the Bank and its subsidiary corporations shall be eligible for se­lection to receive both Incentive and Non-Qualified Options. Direc­tors of the Bank and its subsidiary corpo­rations who are not also salaried officers or employees of the Bank or a subsidiary corpora­tion shall be eligible to receive only Non-Qualified Options under the Plan. Subject to the express provisions of the Plan, the Board of Directors (or the Stock Option Committee, if authorized) shall select from the eligible class and determine the individ­uals who shall receive Options, whether such Options shall be Incentive or Non-Qualified Options, and the terms and provisions of the Options (which need not be identical), and shall grant such Options to such individuals. An individual who has been granted an Option (an “Optionee”) may, if such individual is otherwise eligible, be granted additional Options if the Board of Directors (or the Stock Option Committee, if authorized) shall so determine.

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4.             Stock Subject to the Plan . Subject to adjustment as provided in Section 13 hereof, the stock to be offered under the Plan shall be shares of the Bank’s authorized but unissued common stock, par value $5.00 per share (hereinafter called “stock”), and the aggre­gate amount of stock to be delivered upon exercise of all Options granted under the Plan, whether Incentive or Non-Qualified Options, shall not exceed One Hundred Sixty Three Thousand One Hundred Ninety Five (163,195) shares (30% of the amount of the Bank’s initial issuance of common stock). Two-thirds (2/3) of such shares shall be reserved exclu­sively for the grant of options to ­salaried officers and employ­ees of the Bank. The remaining one-third (1/3) of such shares may be granted to anyone eligible to participate in the Plan, including officers, employees and non-employee directors. If any Option shall expire for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be avail­able for purposes of the Plan.

5.             Option Price . The purchase price of stock subject to each Option shall be determined by the Board of Directors (or the Stock Option Committee, if authorized) but shall not be less than one hundred percent (100%) of the fair market value of such stock at the time such Option is granted. As to any Incentive Option granted to an Optionee who, immediately before the Option is granted, owns beneficially more than ten percent (10%) of the out­standing stock of the Bank, the purchase price must be at least one hundred ten percent (110%) of the fair market value of the stock at the time when such Option is granted. The fair market value of such stock shall be determined in accord­ance with any reasonable valuation method, including the valuation methods described in Treas. Reg. § 20.2031-2. The purchase price of any shares purchased shall be paid in full in cash at the time of each such purchase.

6.             Option Period . Each Option and all rights or obli­gations there­under shall expire on such date as the Board of Di­rectors (or the Stock Option Committee, if authorized) may deter­mine, but not later than ten (10) years from the date such Option is granted, and shall be subject to earlier termina­tion as provided elsewhere in the Plan. As to any Incentive Option granted to an Optionee who, immedi­ately before the option is granted, owns bene­ficially more than ten percent (10%) of the outstanding stock of the Bank (whether acquired upon exercise of Options or

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otherwise), such option must not be exercisable by its terms after five (5) years from the date of its grant.

7.             Continuation of Employment . In the case of employees, nothing contained in the Plan (or in any Option agreement) shall obligate the Bank or its subsidiary corpora­tions to employ any Optionee for any period or interfere in any way with the right of the Bank or its subsidiary corporations to reduce such Optionee’s compen­sation.

8.             Exercise of Options . Each Option shall be exercisable in such install­ments, which need not be equal, and upon such con­tingencies as the Board of Directors (or the Stock Option Commit­tee, if authorized) shall determine; provided, however, that if an optionee shall not in any given installment period purchase all of the shares which such optionee is entitled to purchase in such installment period, such optionee’s right to purchase any shares not purchased in such install­ment period shall continue until the expiration of such Option. No Option or installment thereof shall be exercis­able except with respect to whole shares, and fractional share interests shall be disregarded except that they may be ac­cumulated in accord­ance with the next preceding sentence. Options may be exercised by ten (10) days written notice delivered to the Bank stating the number of shares with respect to which the Option is being exercised, together with cash in the amount of the pur­chase price for such shares. No fewer than ten (10) shares may be pur­chased at one time unless the number pur­chased is the total number which may be purchased under the Option. As a condition to the exercise of a Non-Qualified Option, in whole or in part, by an Optionee who is an employee of the Bank (or who was an employee during the term of the option) the Optionee shall be required to pay to the Bank, in addition to the purchase price for the shares being exercised, an amount equal to any taxes required to be withheld by the Bank in order to enable the Bank to claim a deduction in connection with the exercise of the Option.

Options may also be exercised by delivering to the Bank (i) an exercise notice instructing the Bank to deliver the certificates for the shares purchased to a designated brokerage firm which shall sell the stock in the market as soon as the Option is exercised; and (ii) a copy of irrevocable instructions delivered to the brokerage firm to sell the shares acquired upon exercise of

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the Option and to deliver to the Bank from the sale proceeds sufficient cash to pay the exercise price and applicable withholding taxes arising as a result of the exercise, with the balance of the sales proceeds, if any, after payment of any broker’s commission, credited to the Optionee’s brokerage account.

The Bank may require any Optionee, or any per­son to whom an Option is transferred under Section 9 hereof, as a con­dition of exercising any such Option, to give written assur­ances satisfactory to the Bank stating that such person is acquiring the stock subject to the Option for such person’s own account and not with any present intention of selling or otherwise distributing the stock. The requirement of providing written assurances, and any assurances given pursuant to the requirement, shall be inoperative if (i) the shares to be is­sued upon the exercise of the Option have been registered under a then currently effective registration statement under the Securities Act of 1933, as amended, or (ii) a determination is made by counsel for the Bank that such written assur­ances are not required in the circumstances under the then applicable federal securities laws.

9.             Nontransferability of Options . Each Option shall, by its terms, be nontransfer­able by the Optionee, other than by Will or the laws of descent and distribution, and shall be exercisable during such Optionee’s lifetime only by the Optionee.

10.           Cessation of Employment; Disability . Except as provided in Sections 6 and 11 hereof, if an Optionee ceases to be employed by or to serve as a director of the Bank or a subsidi­ary corporation for