exv10wxgy



 








Exhibit 10(g)




Grant Number: 




AMENDED AND RESTATED

WESTAMERICA BANCORPORATION

STOCK OPTION PLAN OF 1995




NONSTATUTORY STOCK OPTION AGREEMENT




     Westamerica Bancorporation, a California corporation (the “Corporation”), hereby grants an
option to purchase shares of its Common Stock to the Optionee named below. The terms and
conditions of the option are set forth in this cover sheet, in the attachment and in the Amended
and Restated Westamerica Bancorporation Stock Option Plan of 1995 (the “Plan”).


Date of Grant:

Name of Optionee:



Optionee’s Social Security Number:



Number of Shares of Common Stock Covered by Option:



Exercise Price per Share: $  which is at least 100% of the fair market value on
the Date of Grant.



 



Vesting Start Date:



By signing this cover sheet, you agree to all of the terms and conditions described in

the attached Agreement and in the Plan, a copy of which is also enclosed.



	 	 	 
	Optionee:
	 	 
	

	 	 
	

	 	(Signature)
	 
	 	 
	Corporation:
	 	 
	

	 	 
	

	 	(Signature)
	 
	 	 
	

	 	Title: 
	

	 	 






Attachment



-1-









 





AMENDED AND RESTATED

WESTAMERICA BANCORPORATION

STOCK OPTION PLAN OF 1995




NONSTATUTORY STOCK OPTION AGREEMENT




	 	 	 
	Nonstatutory Stock

Option

	 	This option is not intended to be an incentive stock
option under section 422 of the Internal Revenue Code
and will be interpreted accordingly.
	 
	 	 
	Vesting

	 	Your right to exercise this Option vests one-third (1/3)
on the first anniversary of the Date of Grant and
one-third (1/3) on each of the two subsequent
anniversaries of the Date of Grant. No additional
shares of Common Stock will vest after you cease to be
an Employee of the Corporation (or any Subsidiary) for
any reason.
	 
	 	 
	

	 	Notwithstanding anything else in this Agreement to the
contrary, you become fully vested in this Option in the
event that either (a) the shareholders of the
Corporation approve a dissolution or liquidation of the
Corporation or a sale of substantially all of the
Corporation’s assets to another corporation, or (b) a
tender offer is made for 5% or more of the Corporation’s
outstanding common stock by any person other than the
Corporation or any of its Subsidiaries.
	 
	 	 
	Term

	 	Your Option will expire in any event at the close of
business at Corporation headquarters on the day before
the 10th anniversary of the Date of Grant, as
shown on the cover sheet. (It will expire earlier if
you cease to be an Employee of the Corporation (or any
Subsidiary), as described below.)
	 
	 	 
	Regular Termination

	 	If your status as an Employee of the Corporation (or any
Subsidiary) terminates for any reason except death or
total and permanent disability, then your Option will
expire at the close of business at Corporation
headquarters 90 days after your termination date.
	 
	 	 
	Death

	 	If you die as an Employee of the Corporation (or any
Subsidiary), your Option will expire at the close of
business at Corporation headquarters on the day before
the first anniversary of the date of death. During that
one-year period, your estate or heirs may exercise the
vested portion of your Option.
	 
	 	 
	Disability

	 	If your status as an Employee of the Corporation (or any
Subsidiary) terminates because of your disability, your
Option will expire at the close of business at
Corporation headquarters on the day before the first
anniversary of your termination date.






-2-









 






	 	 	 
	Leaves of Absence

	 	For purposes of this Option, your status as an Employee
does not terminate when you go on a military leave, a
sick leave or another bona fide leave of absence that
was approved by the Corporation in writing if the terms
of the leave provide for continued service crediting, or
when continued service crediting is required by
applicable law. Your status as an Employee terminates
in any event when the approved leave ends, unless you
immediately return to active work. Notwithstanding the
foregoing, an approved leave of absence for six months
or less, which does not in fact exceed six months, will
not result in your termination of employment for
purposes of this Agreement.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this Option, you must notify
the Corporation by filing the proper “Notice of
Exercise” form attached hereto. The Company may
prescribe a minimum number of shares of Common Stock
which may be purchased. Your notice must specify how
many shares of Common Stock you wish to purchase. Your
notice must also specify how your shares of Common Stock
should be registered (in your name only or in your and
your spouse’s names as community property or as joint
tenants with right of survivorship). The notice will be
effective when it is received by the Corporation.
	 
	 	 
	

	 	If someone else wants to exercise this Option after your
death, that person must prove to the Corporation’s
satisfaction that he or she is entitled to do so.
	 
	 	 
	Restrictions on

Exercise

	 	The Corporation will not permit you to exercise this
Option if the issuance of shares of Common Stock at that
time would violate any law or regulation.
	 
	 	 
	Periods of
Nonexercisability

	 	Any other provision of this Agreement notwithstanding,
the Corporation shall have the right to designate one or
more periods of time, each of which shall not exceed 180
days in length, during which this Option shall not be
exercisable if the Corporation determines (in its sole
discretion) that such limitation on exercise could in
any way facilitate a lessening of any restriction on
transfer pursuant to the Securities Act of 1933, as
amended (the “Securities Act”) or any state securities
laws with respect to any issuance of securities by the
Corporation, facilitate the registration or
qualification of any securities by the Corporation under
the securities Act or any state securities laws, or
facilitate the perfection of any exemption from the
registration or qualification requirements of the
Securities Act or any applicable state securities laws
for the issuance or transfer of any securities. Such
limitation on exercise shall not alter the vesting
schedule set forth in this Agreement other than to limit
the periods during which this Option shall be
exercisable.






-3-









 






	 	 	 
	Form of Payment

	 	When you submit your notice of exercise, you must
include payment of the exercise price for the shares of
Common Stock you are purchasing. Payment may be made in
one (or a combination) of the following forms:







	 	•  	Your personal check, a cashier’s check or a money
order.
	 
	 	•  	Shares of Common Stock which have already been owned
by you for more than six months and which are
surrendered to the Corporation. The value of the shares
of Common Stock, determined as of the effective date of
the Option exercise, will be applied to the exercise
price.
	 
	 	•  	Payment made all or in part by delivery of an
irrevocable direction to the Optionee’s securities
broker to sell shares of Common Stock and to deliver all
or part of the sale proceeds to the Corporation in
payment of the aggregate exercise price and any taxes.
The timing of the delivery of shares to the broker and
the delivery of cash to the Corporation shall meet the
intent of the Sarbanes-Oxley Act of 2002.





	 	 	 
	 
	 	 
	Withholding Taxes

	 	You will not be allowed to exercise this Option unless
you make acceptable arrangements to pay any withholding
taxes that may be due as a result of the Option
exercise. To satisfy this obligation, you may elect to
have the Corporation withhold a portion of the shares
that otherwise would be issued to you upon exercise of
this option.
	 
	 	 
	Restrictions on Resale

	 	By signing this Agreement, you agree not to sell any
shares of Common Stock acquired upon exercise of this
Option at a time when applicable laws, regulations or
Corporation or underwriter trading policies prohibit a
sale.
In the event that the sale of shares of Common Stock
under the Plan is not registered under the Securities
Act but an exemption is available which requires an
investment representation or other representation, you
shall represent and agree at the time of exercise that
the shares of Common Stock being acquired upon exercise
of this Option are being acquired for investment, and
not with a view to the sale or distribution thereof, and
shall make such other representations as are deemed
necessary or appropriate by the Corporation and its
counsel.
	 
	 	 
	Transfer of Option

	 	Prior to your death, only you may exercise this Option.
You cannot transfer or assign this Option. For
instance, you may not sell this Option or use it as
security for a loan. If you attempt to do any of these
things, this Option will immediately become invalid.
You may, however, dispose of this Option in your will or
designate a beneficiary.
	 
	 	 
	 
	 	Regardless of any marital property settlement agreement,
the Corporation is not obligated to honor a notice of
exercise from your former spouse, nor is the Corporation
obligated to recognize your former spouse’s interest in
your Option in any other way.






-4-









 






	 	 	 
	Forfeiture

	 	If, at any time within one year after termination of
employment, you engage in any activity in competition
with any business activity of the Corporation, or
inimical, contrary or harmful to the interests of the
Corporation, including, but not limited to: (i) conduct
related to your employment for which either criminal or
civil penalties against you may be sought; (ii)
violation of Corporation policies, including, without
limitation, the Corporation’s personnel and insider
trading policies, (iii) accepting employment with or
serving as a consultant, advisor or in any other
capacity to an employer that is in competition with or
acting against the interests of the Corporation, (iv)
employing or recruiting any present, former or future
employee of the Corporation, (v) disclosing or misusing
any confidential information or material concerning the
Corporation, or (vi) participating in a hostile takeover
attempt, tender offer or proxy contest, then (1) this
Option shall terminate and be forfeited effective the
date on which you enter into such activity, unless
terminated or forfeited sooner by operation of another
term of condition of the Plan or this Agreement, (2) any
stock acquired by you pursuant to an option exercise or
stock award during the Forfeiture Period shall be
forfeited, and (3) any gain realized by you from the
sale of stock acquired through an option exercise or
award during the Forfeiture Period shall be paid by you
to the Corporation. The “Forfeiture Period” shall mean
the period commencing six months prior to your
termination of employment and ending one year from your
termination of employment.
	 
	 	 
	Right of Set-Off

	 	By accepting this agreement, you consent to a deduction
from any amounts the Corporation owes you from time to
time, to the extent of the amounts you owe the
Corporation under the paragraph above. If the
Corporation does not recover by means of set-off the
full amount you owe it, calculated as set forth above,
you agree to pay immediately the unpaid balance to the
Corporation upon the Corporation’s demand.
	 
	 	 
	Retention Rights

	 	Neither your Option nor this Agreement give you the
right to be retained by the Corporation (or any
Subsidiaries) in any capacity. The Corporation (and any
Subsidiaries) reserve the right to terminate your status
as an Employee at any time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no rights as a
shareholder of the Corporation until a certificate for
the shares of Common Stock acquired upon exercise of
this Option has been issued. No adjustments are made
for dividends or other rights if the applicable record
date occurs before your stock certificate is issued,
except as described in the Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a
similar change in the outstanding Common Stock of the
Corporation, the number of shares of Common Stock
covered by this Option and the exercise price per share
may be adjusted pursuant to the Plan. Your Option shall
be subject to the terms of the agreement of merger,
liquidation or reorganization in the event the
Corporation is subject to such corporate activity.






-5-









 






	 	 	 
	Amendments and
Administration

	 	This Agreement may be amended in a writing signed by
both parties. The Committee shall have the sole
discretion to interpret and administer this Agreement
and to adopt rules and policies to administer and
enforce this Agreement.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and enforced under
the laws of the State of California.
	 
	 	 
	 The
Plan and Other
Agreements

	 	The text of the Plan is incorporated in this Agreement
by reference. Certain capitalized terms used in this
Agreement are defined in the Plan.
	 
	 	 
	Entire Agreement

	 	This Agreement and the Plan constitute the entire
understanding between you and the Corporation regarding
this Option. Any prior agreements, commitments or
negotiations concerning this Option are superseded.





By signing the cover sheet of this Agreement, you agree to all of the terms and conditions

described above and in the Plan.



-6-