EX-10.10





 Exhibit 10.10 

FIRST STANDARD BANK 

2005 DIRECTOR AND EMPLOYEE STOCK OPTION PLAN 

Adopted by Board on February 10, 2005 

Approved by Shareholders on December 21, 2005 

1.      PURPOSES. 

The purpose of the Plan is to promote the interests of First Standard Bank, a California commercial bank (the
“Bank”), and its Affiliates and shareholders by enabling the Bank to offer eligible recipients an opportunity to acquire an equity interest in the Bank so as to better attract, retain and reward employees, directors and other
persons providing services to the Bank and, accordingly, to strengthen the mutuality of interests between such recipients and the Bank’s shareholders by providing the recipients with a proprietary interest in pursuing the Bank’s long-term
growth and financial success. 
 2.       DEFINITIONS. 

For purposes of this Plan, the following terms shall have the meanings set forth below. 

(a)      “Affiliate” means any parent corporation or subsidiary
corporation of the Bank, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

(b)      “Bank” is defined in Section 1 above. 

(c)      “Board” means the Board of Directors of the Bank. 

(d)      “Code” means the Internal Revenue Code of 1986, as
amended.  
 (e)      “Common Stock” means the common
stock of the Bank. 
 (f)      “Continuous Service” means that
the Participant’s service with the Bank or an Affiliate, whether as an Employee or Director, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the
capacity in which the Participant renders service to the Bank or an Affiliate as an Employee or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the
Participant’s Continuous Service. The Board or the chief executive officer of the Bank, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved
by that party, including sick leave, military leave or any other personal leave. 

(g)      “Covered Employee” means the chief executive officer and
the four (4) other highest compensated officers of the Bank for whom total compensation is required to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. 

(h)      “DFI” means the California Department of Financial
Institutions.  
 (i)      “Director” means a member of
the Board of Directors of the Bank. 
 (j)      “Disability”
means such individual’s total and permanent disability within the meaning of Section 22(e)(3) of the Code. However, in no event will a participant be considered to be disabled for purposes of this Plan if the individual’s incapacity
is a result of an intentionally self-inflicted injury (while sane or insane), alcohol or drug abuse, or a criminal act for which the individual is convicted or to which the individual pleads guilty or nolo contendre. 

  
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(k)      “Employee” means any person employed by the Bank or an
Affiliate. Mere service as a Director or payment of a director’s fee by the Bank or an Affiliate shall not be sufficient to constitute “employment” by the Bank or an Affiliate. 

(l)       “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
 (m)      “Fair Market Value” means, as of
any date, the value of the Common Stock determined as follows:  

(i)        If the Common Stock is listed on any established national
securities exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the average of the closing bid and ask prices, if no
sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination for which such quotation exists, as
reported in The Wall Street Journal or such other source as the Board deems reliable. 

(ii)        In the absence of such markets for the Common Stock described in
subsection (i) above, Fair Market Value shall be the average of the closing bid and ask prices of the Common Stock reported by the Over the Counter Bulletin Board for the last market trading day prior to the day of determination for which such
quotation exists, or any comparable system on that day. 
 (iii)        In the
absence of such markets for the Common Stock described in subsections (i) and (ii) above, the Fair Market Value shall be determined in good faith by the Board using any reasonable valuation method, including the valuation methods described in
Treasury Regulations Section 20.2031-2. 

(n)      “FDIC” means the Federal Deposit Insurance Corporation.

 (o)      “Incentive Stock Option” means an Option intended
to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 

(p)      “Listing Date” means the first date upon which any class
of common equity securities of the Bank is required to be registered under section 12 of the Exchange Act. 

(q)      “Nonstatutory Stock Option” means an Option not intended
to qualify as an Incentive Stock Option. 
 (r)      “Officer”
means any person designated by the Bank as an officer. 

(s)      “Option” means an Incentive Stock Option or a
Nonstatutory Stock Option granted pursuant to the Plan. 
 (t)      “Option
Agreement” means a written agreement between the Bank and a Participant (as defined below) evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan. 

  
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(u)        “Outside
Director” means a Director of the Bank who meets both of the following two criteria: (A) the Director either (i) is not a current employee of the Bank or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Bank or an “affiliated corporation” receiving compensation for prior services (other than, benefits under a tax
qualified pension plan), was not an officer of the Bank or an “affiliated corporation” at any time and is not currently receiving direct or indirect remuneration from the Bank or an “affiliated corporation” for services in any
capacity other than as a Director or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code; and (B) the Director either (i) is not a current Employee or Officer of the Bank or an
Affiliate, does not receive compensation (directly or indirectly) from the Bank or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“Regulation
S-KA”)), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in
effect form time to time. 
 (v)        “Participant”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option. 

(w)        “Plan” means this First Standard Bank 2005
Director and Employee Stock Option Plan.  

(x)        “Ten Percent Shareholder” means a person who
owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Bank or of any of its Affiliates. 

3.      ADMINISTRATION. 

(a)        Administration by Board.   The entire Board shall
administer the Plan; provided, however, the Board, to the extent permissible by the rules and regulations of the DFI, may delegate authority to administer the Plan to a committee that consists solely of two or more Outside Directors and
designate one of the members of such committee as the chairperson of such committee. Upon such delegation and except with respect to the following sentence, the term “Board” in this Plan shall apply for such purposes to any person or
persons to who such authority has been delegated. Members of such committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. 

(b)        Authority of Board.   Subject to the provisions of the
Plan, the Board shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include: (i) selecting persons who are to receive Options under the Plan;
(ii) determining the type, number, vesting and exercise requirements and other features and conditions of such awards; (iii) interpreting the Plan; and (iv) making all other decisions relating to the operation of the Plan. The Board
may adopt such rules and guidelines as it deems appropriate to implement the Plan. The Board’s determinations under the Plan shall be final and binding on all persons. 

(c)        Indemnification.   Each member of a Board, or of any
committee designated by the Board to administer the Plan, shall be indemnified and held harmless by the Bank against and from (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Option Agreement or stock purchase agreement
entered into in connection with the Plan and (ii) from any 

  
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and all amounts paid by him or her in settlement thereof, with the Bank’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit or proceeding
against him or her, provided he or she shall give the Bank an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons may be entitled under the Bank’s Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Bank may have to
indemnify them or hold them harmless and shall be subject to any applicable limitations under law. 
 4.     SHARES
SUBJECT TO THE PLAN. 
 (a)        Share Reserve.   Subject to
the provisions of Section 10 relating to adjustments upon changes in stock, the stock that may be issued under this Plan shall not exceed in the aggregate the sum of (A) thirty percent (30%) of the issued and outstanding shares of Common
Stock of the Bank less (B) 41,000 shares of Common Stock; provided, however, that in no event shall the number of shares of Common Stock which may be issued under this Plan exceed seven hundred seventy thousand (770,000) shares of Common Stock. 

(b)        Reversion of Shares to the Share Reserve.  If any Option shall
for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become available for issuance under the Plan. 

(c)        Source of Shares.   The stock subject to the Plan may be
unissued shares or reacquired shares bought on the market or otherwise. 
 5.     ELIGIBILITY. 

(a)        Eligibility for Options.   Incentive Stock Options may be
granted only to Employees. Options other than Incentive Stock Options may be granted to Employees and Directors. 

(b)        FDIC Policy Limitation.   Directors may not be granted
more than one option for each share of Common Stock purchased. 

(c)        Section 162(m) Limitation.   Subject to
the provisions of Section 10 relating to adjustments upon changes in stock, no employee shall be eligible to be granted Options covering more than two hundred thousand (200,000) shares of the Common Stock during any calendar year. This
subsection 5(b) shall not apply prior to the Listing Date and, following the Listing Date, this subsection 5(b) shall not apply until (i) the earliest of: (1) the first material modification of the Plan (including any increase in the
number of shares reserved for issuance under the Plan in accordance with Section 4); (2) the issuance of all of the shares of Common Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or (4) the first meeting
of shareholders at which Directors of the Bank are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under Section 12 of the Exchange
Act; or (ii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder. 

  
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 6.     OPTION PROVISIONS. 

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of Option. The provisions of separate
Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 

(a)        Term.   No Option shall be exercisable after the
expiration of ten (10) years (five (5) years with respect to Incentive Stock Options granted to Ten Percent Shareholders) from the date it was granted. 

(b)        Exercise Price of an Incentive Stock Option.   The
exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value (one hundred ten percent (110%) for Ten Percent Shareholders) of the stock subject to the Option on the date the Option is
granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a
manner satisfying the provisions of Section 424(a) of the Code. 

(c)        Exercise Price of a Nonstatutory Stock Option.   The
exercise price of each Nonstatutory Stock Option granted shall be not less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. 

(d)        Consideration.   The purchase price of stock acquired
pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) by (A) delivery to the Bank of other Common Stock, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the
use of other Common Stock) with the Participant or (C) in any other form of legal consideration that may be acceptable to the Board, including, without limitation, a net issue exercise in which the Options are exchanged for the underlying
Common Stock with no other form of consideration involved and the Bank delivers to the Participant that number of shares of Common Stock equal to the quotient obtained by dividing (y) the Fair Market Value of the Option (or the specified
portion thereof) on the exercise date, which value shall be equal to (1) the aggregate Fair Market Value of the shares of Common Stock issuable upon exercise of the Option (or the specified portion thereof) on the exercise date less
(2) the aggregate of the exercise price applicable to the shares of Common Stock immediately prior to exercise of the Option (or the specified portion thereof) by (z) the Fair Market Value of one share of Common Stock on the exercise date.
No fractional shares shall be issuable upon exercise of this right, but, in lieu thereof, the Bank shall pay to the Participant an amount in cash equal to the fair market value of the resulting fractional share on the exercise date. 

In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the
minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. 

(e)        Cashless Exercise.   With the consent of the Board and
subject to applicable holding periods after grant of an Option, a Participant may engage through a broker in a “cashless exercise,” pursuant to which the Participant sells all or some of the shares acquired substantially simultaneously
with the exercise of the Option and remits to the Bank net proceeds of the sale equal to the exercise price and any applicable withholding taxes, and in such case the Bank shall cooperate with the Participant in this process; provided, however, that
the Participant shall bear any costs of such process. 

  
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 (f)        Transferability of
Option.   An Option shall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant; provided, however, that, in the sole
discretion of the Board, any Nonstatutory Stock Option may be transferred by a Participant to any member of the Participant’s immediate family, to a partnership the partners of which are all members of the Participant’s immediate family,
or to a family trust the beneficiaries of which are all members of the Participant’s immediate family. Notwithstanding the foregoing provisions of this subsection 6(f), the Participant may, by delivering written notice to the Bank, in a form
satisfactory to the Bank, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled to exercise the Option. 

(g)        Vesting.   The total number of shares of Common Stock
subject to an Option may, but need not, vest and therefore become exercisable in periodic installments which may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised
(which may be based on performance or other criteria) as the Board may deem appropriate, including without limitation, providing that the Options shall become fully-vested upon the death or Disability of the Participant. The vesting provisions of
individual Options may vary. The provisions of this subsection 6(g) are subject to any Option Agreement provisions governing the minimum number of shares as to which an Option may be exercised. 

(h)        Termination of Continuous Service.   In the event a
Participant’s Continuous Service terminates (other than upon the Participant’s death or Disability), the Participant may exercise his or her Option (to the extent that the Participant was entitled to exercise it as of the date of
termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Participant does not exercise his or her Option within the time specified in the Option Agreement, the Option shall
terminate. 
 (i)        Extension of Termination Date.   A
Participant’s Option Agreement may also provide that if the exercise of the Option following the termination of the Participant’s Continuous Service (other than upon the Participant’s death or Disability) would be prohibited at any
time solely because the issuance of shares would violate applicable securities laws, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in subsection 6(a) or (ii) the expiration of a
period of three (3) months after the termination of the Participant’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. 

(j)        Disability of Participant.   In the event a
Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option (to the extent that the Participant was entitled to exercise it as of the date of termination), but
only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or (ii) the expiration of the term of the Option
as set forth in the Option Agreement. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate. 

(k)        Death of Participant.   In the event (i) a
Participant’s Continuous Service terminates as a result of the Participant’s death or (ii) the Participant dies within the period (if any) specified in the Option Agreement after the termination of the Participant’s Continuous
Service for a reason other than death, then the Option may be exercised (to the extent the Participant was entitled to exercise the Option as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the
Option by bequest or inheritance or by a person designated to exercise the Option upon the Participant’s death pursuant to subsection 6(f), but only within the period ending on the earlier of (A) the date twelve


  
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(12) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (B) the expiration of the term of such Option as set forth in the Option
Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 
 7.
    COVENANTS OF THE BANK. 
 (a)        Availability of
Shares.   During the terms of the Options, the Bank shall keep available at all times the number of shares of Common Stock required to satisfy such Options. 

(b)        Securities Law Compliance.   The Bank shall seek to obtain
from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options. If, after reasonable efforts, the Bank is
unable to obtain from any such regulatory commission or agency the authority which counsel for the Bank deems necessary for the lawful issuance and sale of stock under the Plan or is otherwise unable to obtain a valid exemption from registration for
purposes of issuing Options under such Plan, the Bank shall be relieved from any liability for failure to issue and sell stock upon exercise of such Options unless and until such authority is obtained or a valid exemption from registration is
obtained. 
 8.     USE OF PROCEEDS FROM STOCK. 

Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Bank. 

9.     EXERCISE OR FORFEITURE. 

In the event that Bank’s capital falls below the minimum requirements, as determined by the DFI or the FDIC, the FDIC may
direct the Bank to require Participants who have outstanding Options pursuant to this Plan to either exercise such Options or to forfeit all such Options. Bank will notify Participants who have outstanding Options pursuant to this Plan within sixty
(60) days from the date the FDIC notifies the Bank in writing that such Participants must exercise or forfeit their Options. Notwithstanding anything in this Plan or an applicable Option Agreement to the contrary, the Bank will cancel
outstanding Options not exercised within twenty-one (21) days of the Bank’s notification. The Bank has agreed to comply with any request by the FDIC that the Bank invoke its right to require
Participants who have outstanding Options pursuant to this Plan to exercise or forfeit their options under the previous circumstances. 

10.     ADJUSTMENTS UPON CHANGES IN COMMON STOCK. 

(a)        Capitalization Adjustments.   If any change is made in the
stock subject to the Plan, or subject to any Option, without the receipt of consideration by the Bank (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Bank), the Plan will be appropriately adjusted in the class(es) and maximum
number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to subsection 5(b), and the outstanding Options will be appropriately adjusted in the class(es) and
number of securities and price per share of stock subject to such outstanding Options. The Board, the determination of which shall be final, binding and conclusive, shall make such adjustments. For this purpose, the conversion of any convertible
securities of the Bank shall not be treated as a transaction “without receipt of consideration” by the Bank. 

  
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 (b)        Change in
Control—Dissolution or Liquidation.   In the event of a dissolution or liquidation of the Bank, then such Options shall be terminated if not exercised prior to such event and the Plan shall terminate. 

(c)        Change in Control—Asset Sale, Merger, Consolidation or Reverse
Merger.   In the event of (i) a sale of all or substantially all of the assets of the Bank, (ii) a merger or consolidation in which the Bank is not the surviving corporation or (iii) a reverse merger in which the Bank is
the surviving corporation but (A) the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property (whether in the form of securities, cash or otherwise) or (B) the voting
securities of the Bank outstanding immediately preceding the merger represent less than fifty percent (50%) of the total voting power represented by the voting securities of the Bank surviving such merger (other than, with respect to events
otherwise described in items (i) through (iii) above, the formation of a holding company by the Bank, a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Bank in a different jurisdiction, or other transaction in
which there is no substantial change in the shareholders of the Bank or their relative stock holdings and the Options granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all
Participants), then the vesting applicable to such Options shall automatically accelerate (and, if applicable, the time during which such Options may be exercised regardless of the vesting provisions therein). Upon the occurrence of an event
described in items (i) through (iii) of this subsection 10(c), (A) any Options outstanding under the Plan shall terminate if not exercised at least ten (10) days prior to such event unless any surviving corporation or acquiring corporation
shall assume all Options outstanding under the Plan or shall substitute similar Options (including an award to acquire the same consideration paid to the shareholders in the transaction described in this subsection 10(c) for those outstanding under
the Plan) and (B) the Plan shall terminate. 
 11.    DURATION AND AMENDMENTS. 

(a)        Term of Plan.   The Plan, as set forth herein, shall
become effective on the date of its adoption by the Board, subject to the approval of the Bank’s shareholders. In the event that the shareholders fail to approve the Plan within twelve (12) months after its adoption by the Board, any
Options already made shall be null and void, and no additional Options shall be made after such date. The Plan shall terminate automatically ten (10) years after its adoption by the Board and may be terminated on any earlier date pursuant to
subsection (b) below. 
 (b)        Right to Amend or Terminate Plan.
  The Board may amend or terminate the Plan at any time. Rights under any Option granted before amendment of the Plan shall not be materially altered, or impaired adversely, by such amendment without the Participant’s consent. 

(c)        Effect of Amendment or Termination.   No Common Stock
shall be issued or sold under the Plan after the termination thereof, except upon the exercise of an Option granted prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Common Stock previously issued
or Option previously granted under the Plan. 
 12.    MISCELLANEOUS. 

(a)        Acceleration of Exercisability and Vesting.   The Board
shall have the power to accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Option stating the time at
which it may first be exercised or the time during which it will vest. 

  
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 (b)        Shareholder Rights.
  No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option unless and until such Participant has satisfied all requirements for exercise of the
Option pursuant to its terms. 
 (c)        No Employment or other Service
Rights.   Nothing in the Plan or any instrument executed or Option granted pursuant thereto shall confer upon any Participant or other holder of Options any right to continue to serve the Bank or an Affiliate in the capacity in effect
at the time the Option was granted or shall affect the right of the Bank or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause or (ii) the service of a Director pursuant to the
Bylaws of the Bank or an Affiliate, and any applicable provisions of the corporate law of the state in which the Bank or the Affiliate is incorporated, as the case may be. 

(d)        Incentive Stock Option $100,000 Limitation.   To the
extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Bank and its
Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 

(e)        Legends.   The Bank may, upon advice of counsel to the
Bank, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Options or the
stock. 
 (f)        Withholding Obligations.   To the extent
provided by the terms of an Option Agreement, the Participant may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Option by any of the following means (in addition to the
Bank’s right to withhold from any compensation paid to the Participant by the Bank) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Bank to withhold shares from the shares of the Common Stock
otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Option; of (iii) delivering to the Bank owned and unencumbered shares of the Common Stock. 

(g)        Governing Law.   This Plan and all actions taken
thereunder shall be governed by and construed in accordance with the laws of the State of California, except in the event the provisions of federal law are mandatorily applicable. 

  
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