Exhibit 10.5
SILVER STATE
BANCORP
1998 STOCK OPTION
PLAN
The purpose of the Silver State
Bancorp Stock Option Plan (the “Plan”) (as amended on
April 22, 1999) 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.
Unless the context clearly indicates
otherwise, the following terms, when used in the Plan, shall have
the following meanings:
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2.1
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“Beneficiary” shall be the person or
persons who shall acquire the right to exercise an Option by
bequest or inheritance.
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2.2
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“Board of
Directors” or “Board” means the Board of
Directors of the Company.
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2.3
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“Code” means the Internal Revenue
Code of 1986 as amended from time to time.
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2.4
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“Grantee” means a person to whom an
Option has been granted under the Plan.
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2.5
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“Option” means an option to purchase
shares of the Company’s common stock.
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2.6
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“Term” means the period during which
a particular Option may be exercised.
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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 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 toe receive awards under the Plan, whether or not
such persons are similarly situated.
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4.
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Incentive
and Nonqualified Stock Options
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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.
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5.
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Number
and Source of Shares Subject To the Plan
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The Company may grant Options under
the Plan for not more than 200,000 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.
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.
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.
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.
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.
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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.
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.
Options to the Participants shall
vest in accordance with the following schedule of years of
employment or service as a director following the date of grant of
such Options:
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Years Following Date of Grant
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25%
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1 year
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50%
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2 years
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75%
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3 years
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100%
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4 years
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Notwithstanding the provisions of
the above schedule, all vested Options granted to a Participant
shall become fully exercisable upon (i) the
Participant’s termination of employment with the Company due
to death, disabil
