EXHIBIT 99.2
CENTRAL VALLEY COMMUNITY
BANCORP
NONSTATUTORY
STOCK OPTION
AGREEMENT
Granting Date:
TO:
We are pleased to notify you that
Central Valley Community 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 as a
Stock Option under the Central Valley Community Bancorp 2000 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 A MAJORITY OF ALL SHARES REPRESENTED AND
VOTING AT THE MEETING OF SHAREHOLDERS OF THE COMPANY AND BY A
MAJORITY OF THE DISINTERESTED SHARES REPRESENTED AND VOTING AT THE
MEETING.
1.
Purpose of the Option .
One purpose of the Plan is to
advance the interests of the Company and its affiliates
(collectively the “Company”) by stimulating the efforts
of full-time salaried employees and officers on behalf 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 Agreement in the place provided and
return it to the Secretary of the Company. However, your
signing and delivering this Agreement 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.
You may exercise this option during
a calendar year only to the extent that the aggregate fair market
value (determined at the times the options are granted) of the
stock that may be acquired pursuant to this option (or portion
thereof ) and all other incentive stock options granted after 1986
that are first exercisable by you during the calendar year does not
exceed $100,000 (taking into account all incentive stock options
under any stock option plan of the Company or any of its affiliates
or any predecessor of any such corporation). If permitted in
regulations promulgated by the Treasury Department or rulings of
the Internal Revenue Service, you may choose, among the incentive
stock options granted under the Plan after 1986 that are otherwise
first exercisable by you in a calendar year, those options you wish
to exercise subject to the $100,000 limitation. For example,
you may decide to exercise the options that have the lowest
exercise prices. If such a choice is not permitted (as
determined by the Company in its sole discretion), you must
exercise incentive stock options (granted after 1986) that became
first exercisable in a calendar year without regard to the $100,000
limitation, in the order in which they were granted to you (up to
the $100,000 limit). If you choose not to exercise an option
that is first exercisable in a calendar year under the $100,000
limitation, you may exercise that option in subsequent years
without regard to the $100,000 limitation.
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 approximately
(120) months from the granting date as follows:
(a) This option may be
exercised immediately to the extent of not more than ZERO percent
(N/A%) of the shares;
(b) After the expiration of 1
YEAR (12) months from the granting date, this option may be
exercised to the extent of not more than TWENTY percent (20%) of
the Shares;
(c) After the expiration of 2
YEARS (24) months from the granting date, this option may be
exercised to the extent of an additional TWENTY percent (20%) of
the Shares;
(d) After the expiration of 3
YEARS (36) months from the granting date, this option may be
exercised to the extent of an additional TWENTY percent (20%) of
the Shares.
(e) After the expiration of
4 YEARS (48) months from the granting date, this option may
be exercised to the extent of an additional TWENTY percent (20%) of
the Shares.
(f) After the expiration of 5
YEARS (60) months from the granting date, this option may be
exercised to the extent of an additional TWENTY percent (20%) of
the Shares.
(g) After the expiration of
N/A ( ) months from the
granting date, this option may be exercised to the extent of
additional
percent ( %) of the Shares.
(h) After the expiration of
N/A ( ) months from the
granting date, this option may be exercised to the extent of
additional
percent ( %) of the Shares.
(i) After the expiration of
N/A ( ) months from the
granting date, this option may be exercised to the extent of
additional
percent ( %) of the Shares.
(j) After the expiration of
N/A ( ) months from the
granting date, this option may be exercised to the extent of
additional
percent ( %) of the Shares.
(k) After the expiration of
N/A ( ) months from the
granting date, this option may be exercised to the extent of
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
approximately
(120) 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
ca
