Exhibit 10.6


 


NATIONAL
MERCANTILE BANCORP

AMENDED 1996 STOCK INCENTIVE PLAN


 


(Amended
as of June 6, 2002)


 


Section
1.       PURPOSE


 


The purpose of the 1996
Stock Incentive Plan (the “1996 Plan”) of National Mercantile Bancorp, a
California corporation and a registered bank holding company under the Bank
Holding Company Act of 1956, as amended (the “Company”), is to enable the
Company to attract, retain and motivate its employees and independent
contractors by providing for or increasing the proprietary interests of such
employees and independent contractors in the Company, and to enable the Company
to attract, retain and motivate its nonemployee directors and further align
their interest with those of the shareholders of the Company by providing for
or increasing the proprietary interest of such directors in the Company.


 


2.             PERSONS ELIGIBLE


 


Each director, officer,
employee or independent contractor of the Company or any of its subsidiaries
(each, a “Participant”) shall be eligible to be considered for the grant of an
Award (as hereinafter defined) under the 1996 Plan.  Directors who are not employees (“Nonemployee Directors”) may
receive awards in addition to those described under Section 10 of the 1996
Plan.


 


3.             AWARDS


 


(a)           The Committee (as hereinafter defined) responsible for
administration of the 1996 Plan is authorized to enter into any type of
arrangement on behalf of the Company with a Participant that is not
inconsistent with the provisions of the 1996 Plan and that, by its terms,
involves or might involve the issuance of (i) shares of common stock of the
Company (“Common Shares”) or (ii) Derivative Security (as such term is defined
in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), as such rule may be amended from time to time) with an
exercise or conversion privilege at a price related to the Common Shares or
with a value derived from the value of the Common Shares. The entering into of
any such arrangement is referred to herein as the grant of an “Award.”


 


(b)           Awards are not restricted to any specified form or
structure and may include, without limitation, sales or bonuses of stock,
restricted stock, stock options, reload stock options, stock purchase warrants,
other rights to acquire stock, securities convertible into or redeemable for
stock, stock appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist of one such
security or benefit, or two or more of them in tandem or in the alternative.


 


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(c)           Awards my be issued, and Common Shares may be issued
pursuant to an Award, for any lawful consideration as determined by the
Committee, including, without limitation, services rendered by the recipient of
such Award.


 


(d)           Subject to the provisions of the 1996 Plan, the Committee,
in its sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted hereunder, which terms and conditions may
include, among other things:


 


(i)            a provision permitting the recipient
of such Award, including any recipient who is a director or officer of the
Company, to pay the purchase price of the Common Shares or other property
issuable pursuant to such Award, or such recipient’s tax withholding obligation
with respect to such issuance, in whole or in part, by any one or more of the
following:


 


(A)          the delivery of cash;


 


(B)           the delivery of other property deemed
acceptable by the Committee;


 


(C)           the delivery of previously owned
shares of capital stock of the Company (including “pyramiding”); or


 


(D)          a reduction in the amount of Common
Shares or other property otherwise issuable pursuant to such Award.


 


(ii)           a provision conditioning or
accelerating the receipt of benefits pursuant to such Award, either
automatically or in the discretion of the Committee, upon the occurrence of
specified events, including, without limitation, a change of control of the
Company (as defined by the Committee), an acquisition of a specified percentage
of the voting power of the Company, the dissolution or liquidation of the
Company, a sale of substantially all of the property and assets of the Company
or an event of the type described in Section 7 hereof; or


 


(iii)          a provision required in order for such
Award to qualify as an incentive stock option (an “Incentive Stock Option”)
under Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”); provided,
however, that no Award issued to any Nonemployee Director or any
independent contractor of the Company shall qualify as an Incentive Stock
Option.


 


Section 4.               STOCK SUBJECT TO THE 1996 PLAN


 


(a)           At any time, the aggregate number of Common Shares issued
or issuable pursuant to all Awards (including all Incentive Stock Options)
granted under the 1996 Plan shall not exceed 548,510 shares subject to
adjustment as provided in Section 7 hereof.


 


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(b)           For purposes of Section 4(a) hereof, the aggregate number
of Common Shares issued or issuable pursuant to Awards granted under the 1996
Plan shall at any time be deemed to be equal to the sum of the following:


 


(i)            the number of Common Shares that
were issued prior to such time pursuant to Awards granted under the 1996 Plan,
other than Common Shares that were subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards and with respect to which
the holder thereof received no benefits of ownership such as dividends; plus


 


(ii)           the number of Common Shares that were
otherwise issuable prior to such time pursuant to Awards granted under the 1996
Plan, but that were withheld by the Company as payment of the purchase price of
the Common Shares issued pursuant to such Awards or as payment of the
recipient’s tax withholding obligation with respect to such issuance; plus


 


(iii)          the maximum number of Common Shares
that are or may be issuable at or after such time pursuant to Awards granted
under the 1996 Plan prior to such time.


 


Section 5.               DURATION


 


Unless sooner terminated
pursuant to Section 8 below, the 1996 Plan shall terminate on March 28,
2006.  No Awards shall be granted under
the 1996 Plan while the 1996 Plan is suspended or after it is terminated.


 


Section 6.               ADMINISTRATION


 


(a)           The 1996 Plan shall be administered by a committee (the “Committee”)
of the Board of Directors of the Company (the “Board”) consisting of two or
more directors, each of whom:  (i) is a
“disinterested person” (as such term is defined in Rule 16b-3 promulgated under
the Exchange Act, as such Rule may be amended from time to time); and (ii) is
an “outside director” within the meaning of Section 162(m) of the Code. Members
of the Committee shall serve at the pleasure of the Board, and the Board may
from time to time remove members from or add members to, the Committee.


 


(b)           Subject to the provisions of the 1996 Plan, the Committee
shall be authorized and empowered to do all things necessary or desirable in
connection with the administration of the 1996 Plan, including, without
limitation, the following:


 


(i)            adopt, amend and rescind rules and
regulations relating to the 1996 Plan;


 


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(ii)           determine which persons are
Participants and to which of such Participants, if any, Awards shall be granted
hereunder;


 


(iii)          grant Awards to Participants and
determine the terms and conditions thereof, including the number of Common
Shares issuable pursuant thereto;


 


(iv)          determine the terms and conditions of
the Nonemployee Director Options that are automatically granted hereunder, other
than the terms and conditions specified in Section 10 hereof;


 


(v)           determine whether, and the extent to
which adjustments are required pursuant to Section 7 hereof; and


 


(vi)          interpret and construe the 1996 Plan
and the terms and conditions of any Award granted hereunder.


 


Section 7.               ADJUSTMENTS


 


If the outstanding shares of
the class of Company stock then subject to the 1996 Plan are increased,
decreased or exchanged for or converted into cash, property or a different
number or kind of securities, or if cash, property or securities are
distributed in respect of such outstanding securities, in either case as a
result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular cash dividend)
or other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transaction shall provide otherwise, the Committee
shall make appropriate and proportionate adjustments in: (i) the number and
type of shares or other securities or cash or other property that may be
acquired pursuant to Awards theretofore granted under the 1996 Plan; and (ii)
the maximum number and type of shares or other securities that may be issued
pursuant to Awards thereafter granted under the 1996 Plan.  The determination of the Committee as to
what adjustments shall be made pursuant to this section, and the extent
thereof, shall be final and conclusive. 
No fractional shares of stock shall be issued under the 1996 Plan on
account of any such adjustment.


 


Section 8.               AMENDMENT AND TERMINATION


 


The Board may suspend or
terminate the 1996 Plan at any time; provided, however, that no such suspension or
termination shall deprive the recipient of any Award theretofore granted under
the 1996 Plan, without the consent of such recipient, of any of his or her
rights thereunder or with respect thereto.


 


The Board may amend the 1996
Plan at any time and in any manner subject to the following limitations:


 


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(a)           No such amendment shall deprive the recipient of any Award
theretofore granted under the 1996 Plan, without the consent of such recipient,
of any of his or her rights thereunder or with respect thereto;


 


(b)           Except as otherwise provided in Section 7 relating to
adjustments upon changes in stock, no such amendment shall be effective unless
approved by the affirmative vote of the holders of a majority of the
outstanding shares of the Company present, represented and entitled to vote at
a shareholders meeting or by the written consent of a majority of the
outstanding shares of the Company where such shareholder approval is required
by law or pursuant to the Articles of Incorporation or Bylaws of the Company;
and


 


(c)           Section 10 hereof shall not be amended more than once
every six (6) months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act, or the rules and regulations
thereunder.


 


Section 9.               EFFECTIVE DATE


 


The 1996 Plan shall be
effective as of June 18, 1997, the date upon which it was approved by the
shareholders of the Company; provided,
however, that no Common Shares may be issued under this Plan until
it has been approved, director or indirectly, by the affirmative vote of the
holders (the “Shareholders”) of a majority of the outstanding shares of the
Company present, or represented, and entitled to vote at a meeting duly held in
accordance with the laws of the State of California.


 


Section 10.             NONEMPLOYEE DIRECTOR OPTIONS


 


(a)           Any person elected or appointed to serve as a Nonemployee
Director who has not previously served as a Nonemployee Director of the Company
on or prior to October 1, 1996, shall be granted, on the first business day
following the later of the date of such election or appointment or the date the
1996 Plan is approved by the Shareholders, an option to purchase 1,100 Common
Shares without the requirement of any further action by the Committee.  On the first business day following the date
of the annual meeting of shareholders of the Company held in 1998, or any
adjournment thereof (the “1998 Meeting”), any person who was a Nonemployee
Director on or after the effective date of the 1996 Plan and who is re-elected
to the Board at the 1998 Meeting shall be granted an option to purchase 550
Common Shares without the requirement of any further action by the
Committee.  Options that may be granted
to newly-elected Nonemployee Directors or to re-elected Nonemployee Directors
under this Section 10 shall be referred to collectively as the “Nonemployee
Director Options.”  The date on which a
Nonemployee Director Option is granted shall be the Date of Grant for such
option.


 


(b)           If, on any date upon which Nonemployee Director Options
are to be automatically granted pursuant to this Section 10, the number of
Common Shares remaining available for options under the 1996 Plan is
insufficient for the grant to each Nonemployee Director entitled thereto of


 


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a Nonemployee Director Option to purchase the
entire number of Common Shares specified in this Section 10, then Nonemployee
Director Option to purchase a proportionate amount of such available number of
Common Shares (rounded to the nearest whole share) shall be granted to each
Nonemployee Director entitled thereto on such date.


 


(c)           Each Nonemployee Director Option granted under the 1996
Plan shall become fully exercisable one year from the Date of Grant, provided
that in the event that a Change of Control (as defined below) shall occur, such
granted Nonemployee Director Option shall be immediately exercisable.


 


(d)           Each Nonemployee Director Option granted under the 1996
Plan shall expire upon the sixth anniversary of the Date of Grant.


 


(e)           Each Nonemployee Director Option shall have an exercise
price equal to the aggregate Fair Market Value on the Date of Grant of the
Common Shares subject thereto.


 


(f)            Payment of the exercise price of any Nonemployee Director
Option granted under the 1996 Plan shall be made in full in cash concurrently
with the exercise of such option; provided however, that, in the discretion of
the Board, the payment of such exercise price may instead be made:


 


(i)            in whole or in part, with Common
Shares delivered concurrently with such exercise (such shares to be valued on
the basis of the Fair Market Value of such shares on the date of such
exercise), provided that the Company is not then prohibited from purchasing or
acquiring Common Shares; or


 


(ii)           in whole or in part, by the delivery,
concurrently with such exercise and in accordance with Section 220.3(e)(4) of
Regulation T promulgated under the Exchange Act, of a property executed
exercise notice for such option and irrevocable instructions to a broker
promptly to deliver to the Company a specified dollar amount of the proceeds of
a sale of or a loan secured by the Common Shares issuable upon exercise of such
option.


 


(g)           For purposes of this Section 10, the “Fair Market Value”
of a Common Share or other security on any date (the “Determination Date”)
shall be equal to the average of the high bid and low asked prices per Common
Share or unit of such other security on the business day immediately preceding
the Determination Date in the market where the security is traded, or, if the
Common shares or such other security where not quoted by any such organization
on such immediately preceding business day, as determined by the Board, for
purposes of this Section 10, the term “Change of Control” shall mean the
occurrence of either of the following events: (a) the Company consolidates with
or merges with or into any person or conveys, transfers or leases all or
substantially all of its assets to any person, or any corporation consolidates
with or merges into or with the Company in any event pursuant to a transaction
in which the outstanding voting stock or units of the Company is changed into
or exchanged for cash, securities or other property, other than any such
transaction where the outstanding voting stock or units of the Company is not
changed or


 


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exchanged at all (except to the extent
necessary to reflect a change in the jurisdiction of incorporation or
organization of the Company) or where the outstanding voting stock or units of
the Company is changed into or exchanged for voting stock or units of the
surviving corporation or organization which is not redeemable, or no “person”
or “group” owns immediately after such transaction, directly or indirectly, an
amount of outstanding voting stock or units necessary to effect the change of
control of, or influence over, the surviving corporation or organization, as
the case may be, or (b) the Company is liquidated or dissolved or adopts a plan
of liquidation or dissolution.


 


(h)           Each Nonemployee Director Option shall be nontransferable
by the optionee other than by will or the laws of descent and distribution, and
shall be exercisable during the optionee’s lifetime only by the optionee or the
optionee’s guardian or legal representative.


 


(i)            Nonemployee Director Options are not intended to qualify
as Incentive Stock Options.


 


(j)            Any options granted to Nonemployee Directors in addition
to the automatic options granted under Section 10(a) shall be considered
“Nonemployee Director Options” for purposes of this Section 10.


 


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