Exhibit 10.28


FIRST COMMUNITY BANCORP


STOCK INCENTIVE PLAN


STOCK AWARD AGREEMENT


 


[Insert
Date]


 


1.     Definitions.  Unless otherwise defined herein, the terms
defined in the First Community Bancorp 2003 Stock Incentive Plan, as amended
(the “Plan”) shall have the same defined meanings in this Stock Award Agreement
(“Agreement”) and the Notice of Stock Award Grant attached hereto as Appendix
A.


2.     Grant
of Stock Award.  Pursuant to the
terms and conditions set forth in the Notice of Stock Award Grant, this Agreement,
and the Plan, First Community Bancorp (the “Company”) grants to the grantee
named in the Notice of Stock Award Grant (“Grantee”) on the date of grant set
forth in the Notice of Stock Award Grant (“Date of Grant”) the number of Shares
set forth in the Notice of Stock Award Grant. 
This Stock Award is intended to be a Restricted Stock Award or a
Performance Stock Award, as provided in the Notice of Stock Award Grant.


3.     Vesting.  The Grantee shall vest in the Granted Stock
in accordance with the vesting schedule provided for in the Notice of Stock
Award Grant; provided, however, that the Grantee shall cease vesting in the
Granted Stock on the Grantee’s Termination Date or the date on which the Compensation
Committee of the Company’s Board of Directors (the “Administrator”) determines
that the performance goals provided for in the Notice of Stock Award Grant, if
any, were not satisfied during the designated period of time.  Notwithstanding the foregoing, upon the
occurrence of a Vesting Event, the Grantee shall become 100% vested in those
shares of Granted Stock that are outstanding on the date of the Vesting Event.  [Insert any additional terms relating to
vesting].


4.     Risk
of Forfeiture.


(a)   General Rule.  The
Granted Stock shall initially be subject to a Risk of Forfeiture.  The Shares subject to a Risk of Forfeiture
shall be referred to herein as “Restricted Shares”.


(b)   Lapse of Risk of Forfeiture.  The Risk of Forfeiture shall lapse as the
Grantee vests in the Granted Stock.


(c)   Forfeiture of Granted Stock.  The Restricted Shares shall automatically be
forfeited and immediately returned to the Company on the Grantee’s Termination
Date or the date on which the Administrator determines that the performance
goals provided for in the Notice of Stock Award Grant were not satisfied during
the designated period of time.


(d)   Additional Shares or Substituted Securities.  In the event of a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification of the
Common Stock or any other increase or decrease in the number of issued and
outstanding Shares effected without receipt of consideration by the Company,
any new, 


 


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substituted or additional securities or other
property (including money paid other than as an ordinary cash dividend) which
are by reason of such transaction distributed with respect to any Restricted
Shares or into which such Restricted Shares thereby become convertible shall
immediately be subject to a Risk of Forfeiture, which Risk of Forfeiture shall
lapse at the same time and in the same manner as the Risk of Forfeiture to
which the corresponding Restricted Share is subject.


(e)   Escrow.  Upon
issuance, the stock certificates for Granted Stock shall be deposited in escrow
with the Company to be held in accordance with the provisions of this
Agreement.  Any new, substituted or
additional securities or other property described in Subsection (d) above
shall immediately be delivered to the Company to be held in escrow, but only to
the extent the shares of Granted Stock are at the time Restricted Shares.  All regular cash dividends on Restricted
Shares (or other securities at the time held in escrow) shall be paid directly
to the Grantee and shall not be held in escrow (such distributions may,
however, be delivered to an address at the Company for delivery to the
Grantee).  Restricted Shares, together
with any other assets or securities held in escrow hereunder, shall be (i) surrendered
to the Company for cancellation upon forfeiture of the Restricted Shares; or
(ii) released to the Grantee upon the Grantee’s request to the
Administrator on or after the date the shares of Granted Stock are no longer
Restricted Shares.  Grantee agrees not to
make a request to the Company’s transfer agent for delivery of any share
certificates representing any shares of Granted Stock so long as such shares
are Restricted Shares.


5.     Rights
as a Stockholder.  The Grantee shall
have the rights of a stockholder with respect to the dividends paid by the
Company.  Grantee shall not be entitled
to vote any unvested shares of Granted Stock. 
Upon the vesting of any portion of the Stock Award, the Grantee shall
have the voting rights with respect to any such vested shares of Granted Stock.


6.     Non-transferability
of Stock Award.  Except as otherwise
provided for in Section 12 of the Plan, this Stock Award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent and distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee.  If the Grantee transfers all or part of this
Stock Award pursuant to the previous sentence, then the terms of this
Agreement, the Plan and the and the Notice of Stock Award shall apply to the
transferee to the same extent as to the Grantee.


7.     Regulatory
Compliance.  The issuance of Common
Stock pursuant to this Agreement shall be subject to full compliance with all
then applicable requirements of law and the requirements of any stock exchange
or interdealer quotation system upon which the Common Stock may be listed or
traded.


8.     Modification
and Termination.  The rights of the
Grantee are subject to modification and termination in certain events, as
provided in the Plan.


9.     Withholding
Tax.  The Company’s obligation to
deliver Shares or remove any restrictive legends upon vesting of such Shares
under the Plan shall be subject to the satisfaction of all applicable federal,
state and local income and employment tax withholding requirements.  The Grantee shall pay to the Company an
amount equal to the withholding amount (or the 


 


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Company may withhold such amount from the Grantee’s salary) in
cash.  In the Administrator’s sole discretion,
the Grantee may pay the withholding amount with Shares (including previously
vested Granted Stock); provided, however, that payment in Shares shall be
limited to the withholding amount calculated using the minimum statutory
withholding rates, in accordance with applicable withholding requirements.


10.   Nondisclosure.  Grantee acknowledges that the grant and terms
of this Stock Award are confidential and may not be disclosed by Grantee to any
other person, including other employees of the Company and other participants
in the Plan, without the express written consent of the Company’s Chief
Executive Officer.  Notwithstanding the
foregoing, the Grantee may disclose the grant and terms of this Stock Award to
the Grantee’s family member, financial advisor, and attorney and as may be
required by law or regulation.  Any
breach of this provision will be deemed to be a material breach of this
Agreement.


11.   Governing
Law.  This Agreement shall be
governed by and interpreted in accordance with the internal laws of the State
of California without regard to principles of conflict of laws.


12.   Successors.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their legal representatives, heirs,
and permitted transferees, successors and assigns.


13.   Plan.  This Agreement and the Notice of Stock Award
Grant are subject to all of the terms and provisions of the Plan, receipt of a
copy of which is hereby acknowledged by the Grantee.  The Grantee hereby agrees to accept as
binding, conclusive, and final all decisions and interpretations of the
Administrator upon any questions arising under the Plan, this Agreement, and
the Notice of Stock Award Grant.


14.   Rights
to Future Employment.  This Stock
Award does not confer upon the Grantee any right to continue in the Service of
the Company or any Affiliate, nor does it limit the right of the Company to
terminate the Service of the Grantee at any time.


15.   Entire
Agreement.  The Notice of Stock Award
Grant, this Agreement, and the Plan constitute the entire contract between the
parties hereto with regard to the subject matter hereof.  They supersede any other agreements,
representations or understandings (whether oral or written and whether express
or implied) which relate to the subject matter hereof.


 


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                By
your signature and the signature of the Company’s representative below, you and
the Company agree that this Stock Award is granted under and governed by the
terms and conditions of this Agreement and the Plan and the Notice of Stock
Award Grant, both of which are attached 
and incorporated herein by reference. 
This Stock Award is of no force and effect until this Agreement is
signed by you and the Company’s representative, the Notice of Stock Award Grant
is signed by you and the Spousal Consent form (attached hereto as Appendix B
and incorporated herein by reference) is signed by your spouse, if any.


 


	
  GRANTEE:

  	
   

  	
  FIRST COMMUNITY BANCORP

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  By: 

  	
   

  
	
  Name:

  	
  Name:

  	
  Michael L. Thompson

  
	
   

  	
   

  	
  Exec. Vice President, Dir. Human

  
	
   

  	
   

  	
   

  	
  Resources

  
	
  Social Security Number

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


Address:


 


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APPENDIX A


 


FIRST COMMUNITY BANCORP


STOCK INCENTIVE PLAN


NOTICE
OF STOCK AWARD GRANT


This
Notice of Stock Award Grant is part of the Stock Award Agreement between
Grantee and the Company dated                        ,
and is of no force and effect until the Stock Award Agreement is signed by
Grantee and the Company’s representative, this Notice of Stock Award Grant is
signed by Grantee and the Spousal Consent form (attached hereto as Appendix B
and incorporated herein by reference) is signed by the spouse of Grantee, if
any.


                You
have been granted the following Stock Award:


Name of Grantee:                                                                                           


                Total Number of Shares Granted:                                                                  


(“Granted Stock”)


Type of Stock Award:                         [Restricted][Performance]
Stock Award


Date of Grant:                                                                                                   


 


Vesting Schedule:


[Insert for Restricted Stock]


The Granted Stock shall vest in full over              
years.  The first            
of the Granted Stock shall vest on the date 
the Grantee completes         
year(s) of continuous Service after the Vesting Commencement Date.  An additional             
of the Granted Stock shall vest on the date the Grantee completes each year of
continuous Service thereafter, so Grantee would be 100% vested in the Restricted
Stock on the            year
anniversary of the Vesting Commencement Date.


 


[Insert
for Restricted Performance Stock]


The Performance Goal
established for 100% vesting of the Granted Stock is annual [insert performance
measure] of $           
[per share].                 
percent of the Granted Stock will vest on the date the Compensation, Nominating
and Governance Committee of the Board (the “Administrator”) certifies that the
Company achieved annual [insert performance measure] of $           
[per share]. An additional         percent
of the Granted Stock will vest  on the
date the Administrator determines the Company achieved annual [insert
performance measure] of $            .
The remaining           
percent of the Granted Stock will vest on the date the Administrator determines
the Company achieved annual [insert performance measure] of $                
[per share].


 


Vesting Commencement Date:                                               


 


                Please sign below to acknowledge the terms and
conditions of this Stock Award.


 


	
  ACKNOWLEDGED BY GRANTEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  
			



 


 


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 APPENDIX B


SPOUSAL CONSENT


The
undersigned, the spouse of                                     
(“Grantee”), (i) acknowledges that he/she has read the foregoing Stock Award
Agreement (the “Agreement”) and Notice of Stock Award Grant and the First
Community Bancorp 2003 Stock Incentive Plan (collectively, the “Stock Award
Documents”), (ii) agrees that any interest that he/she now has or may hereafter
acquire in the shares of stock of First Community Bancorp now owned or
hereafter acquired by Grantee pursuant to the terms of this Agreement shall be
bound by the terms and provisions contained in the Stock Award Documents, and
(iii) agrees to be bound by the terms and provisions of the Stock Award
Documents, as fully as Grantee.


 


	
  Dated:

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  



 


 


 


 


 


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