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FIRST AMENDED AND RESTATED SILVER STATE BANCORP 2004 STOCK OPTION PLAN

Stock Option Agreement

FIRST AMENDED AND RESTATED 

SILVER STATE BANCORP 

2004 STOCK OPTION PLAN 
 | Document Parties: SILVER STATE BANCORP You are currently viewing:
This Stock Option Agreement involves

SILVER STATE BANCORP

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Title: FIRST AMENDED AND RESTATED SILVER STATE BANCORP 2004 STOCK OPTION PLAN
Governing Law: Nevada     Date: 4/13/2007

FIRST AMENDED AND RESTATED 

SILVER STATE BANCORP 

2004 STOCK OPTION PLAN 
, Parties: silver state bancorp
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Exhibit 10.6

FIRST AMENDED AND RESTATED

SILVER STATE BANCORP

2004 STOCK OPTION PLAN

ORIGINALLY ADOPTED APRIL 28, 2004 AS THE

SILVER STATE BANCORP 2004 STOCK OPTION PLAN

AMENDMENT APPROVED BY DIRECTORS: DECEMBER 14, 2005

AMENDMENT APPROVED BY SHAREHOLDERS: DECEMBER 21, 2005

 

1.

Purpose

The purpose of the Silver State Bancorp Stock Option Plan (the “Plan”) is to provide deferred compensation to certain key employees and directors (the “Participants”) of Silver State Bancorp (the “Company”) or any of its subsidiaries. Such deferred compensation shall be based upon the grant of stock options (the “Options”), the value of which is related to the appreciation in the value of the common stock of the Company. The plan is intended to benefit the Company by motivating Participants to achieve long-term Company goals.

 

2.

Definitions

Unless the context clearly indicates otherwise, the following terms, when used in the Plan, shall have the following meanings:

 

 

2.1

“Beneficiary” shall be the person or persons who shall acquire the right to exercise an Option by bequest or inheritance.

 

 

2.2

“Board of Directors” or “Board” means the Board of Directors of the Company.

 

 

2.3

“Code” means the Internal Revenue Code of 1986 as amended from time to time.

 

 

2.4

“Grantee” means a person to whom an Option has been granted under the Plan.

 

 

2.5

“Option” means an option to purchase shares of the Company’s common stock.

 

 

2.6

“Term” means the period during which a particular Option may be exercised.

 

3.

Administration

The Plan shall be administered by the Board. Subject to the provisions of the Plan, the Board shall have the exclusive power to (1) select the Participants to be granted Options; (2) determine the number of Options to be granted; (3) establish the Term and date of each Option granted; and (4) determine the limitations, restrictions, and conditions applicable to any Options.

The Board shall have authority to interpret the Plan, to adopt and revise rules and regulations relating to the Plan, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. Determinations by the Board shall be made by majority vote and shall be final and binding on all parties with respect to all matters relating to the Plan. The Board’s determinations as to the persons to receive

 

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awards, the terms and provisions of such Options, and the agreements evidencing the same, need not be uniform and may be made by it selectively among persons who receive or are eligible to receive awards under the Plan, whether or not such persons are similarly situated.

 

4.

Incentive and Nonqualified Stock Options

It is intended that the Options granted hereunder will include (1) those that qualify as incentive stock options under Section 422 (b) of the Code, and (2) those that do not qualify and therefore are nonqualified stock options.

 

5.

Number and Source of Shares Subject To the Plan

The Company may grant Options under the Plan for not more than 250,000 shares of common stock (the “Shares”) (subject to adjustment pursuant to section 13 below) which shall be provided by the issuance of Shares authorized but unissued. In the event that an Option previously granted shall for any reason lapse or be canceled without being exercised, the unpurchased Shares subject to the Option shall be restored to the total number of Shares to be granted under the Plan.

 

6.

Participants

Options may be granted to key employees employed by the Company, and to selected members of the Board, as determined by the Board. Options granted to participants who are members of the Board but are not employees shall be nonqualified stock options.

 

7.

Grants

Options shall be granted to Participants as the Board shall determine. Options shall be granted at such time or times, and in such quantities, and shall be subject to such terms and conditions in addition to those set forth in this Plan, as determined by the Board.

With respect to the number of Shares subject to incentive stock options granted to any one Participant in any one year, the aggregate fair market value (determined as of the time the Option is granted) of the Shares which become exercisable shall not exceed $100,000 during any one calendar year.

 

8.

Exercise Price

The exercise price for nonqualified stock options shall be equal to at least the fair market value of a Share on the date the Option is granted.

With respect to any incentive stock option granted to a Grantee who, on the date the Option is granted, owns ten percent or less of the total combined voting power of all classes of stock of the Company, the exercise price to be paid by the Grantee to the Company for each Share purchased upon the exercise of the Option shall be equal to the fair market value of a Share on the date Option is granted.

 

2


With respect to any incentive stock option granted to a Grantee who, on the date the Option is granted; owns more than ten percent of the total combined voting power of all classes of stock of the Company, the exercise price for each Share purchased shall not be less than 110 percent of the fair market value of a Share on the date the Option is granted. The fair market value of a Share shall be determined by the Board. Notwithstanding any provision of the Plan to the contrary, no determination made with respect to the fair market value of Common Stock subject to an Option shall be inconsistent with the Code or regulations thereunder.

Notwithstanding anything herein to the contrary, in no event may an option be granted under the Plan if the exercise price is less than the par value of a Share.

 

9.

Term of Options

The Board will determine the Term for all Options granted under the Plan. In no event shall the Term of an Option extend beyond ten years from the date of Grant.

 

10.

Vesting

An Option granted under the Plan shall be evidenced by a written instrument (an Option Agreement) containing terms and conditions established by the Board consistent with the provisions of this Plan. Options granted under the Plan shall become vested and exercisable at the times, at the rate, and subject to such limitations as may be set forth in the Option Agreement executed in connection therewith. Notwithstanding the foregoing, all Options granted to a Participant shall become fully vested and exercisable upon (i) the Participant’s termina


 
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