Unassociated Document


    INCENTIVE
      STOCK OPTION AWARD AGREEMENT

    PURSUANT
      TO PACIFIC COAST NATIONAL BANCORP

    2005
      STOCK INCENTIVE PLAN

    


    


    


    Participant:
      __________________________

     

    Grant
      Date: ____________________
      (“Grant Date”)

     

    Plan
      under which Options are Granted: Pacific
      Coast National Bancorp 2005 Stock Incentive Plan (“Plan”)

     

    Type
      of Options: Incentive
      Stock Options

     

    Number
      of Shares to which Options are Granted: ________

     

    Exercise
      Price per Share: $10.00

     

    Vesting
      Schedule: The
      Options shall become vested in accordance with Schedule 1 hereto.

     

    


     

    CERTAIN
      EARLY DISPOSITIONS OF SHARES PURCHASED UPON EXERCISE OF THIS OPTION (GENERALLY,
      SALE OF THE SHARES WITHIN TWO YEARS OF THE GRANT DATE OR WITHIN ONE YEAR OF
      EXERCISE OF THE OPTION) MAY RESULT IN LOSS OF “INCENTIVE STOCK OPTION”
TREATMENT. THE COMPANY RECOMMENDS THAT PARTICIPANT CONSULT WITH HIS OR HER
      PERSONAL TAX ADVISOR PRIOR TO EXERCISING ANY OPTIONS.


    


    IN
      WITNESS WHEREOF, the Company has executed and made effective this Option as
      of
      the Grant Date.

    

      
        	 	
                PACIFIC
                  COAST NATIONAL BANCORP

              
	 	 
	 	 
	 	
                By:
                  ___________________________

              
	 	
                Michael
                  Hahn, President

              
	 	 
	 	
                PARTICIPANT

              
	 	
                [NAME
                  OF PARTICIPANT]

              
	 	
                Address:
                  ___________________________     

              
	 	______________________________ 
	 	______________________________


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TERMS
      AND CONDITIONS

    TO
      THE INCENTIVE STOCK OPTION AWARD

    PURSUANT
      TO THE PACIFIC COAST NATIONAL BANCORP

    2005
      STOCK INCENTIVE PLAN

    


    1. Grant
      of the Option.
      The
      Company hereby grants to the Participant the right and option (“Option”) to
      purchase the aggregate number of shares of common stock, $.01 par value per
      share, of the Company (“Stock”) as set forth on page 1 (such number being
      subject to adjustment as provided herein) on the terms and conditions set forth
      in this Agreement and the Plan. The Option awarded under this Agreement may
      be
      exercised in whole at any time or in part from time to time, subject to the
      terms and conditions of this Agreement and the Plan. The Option granted under
      this Agreement is intended to qualify as an “incentive stock option” under
      section 422 of the Internal Revenue Code of 1986, as amended (“Code”), and
      shall be so construed. The Participant shall have no obligation to exercise
      any
      Option granted by this Agreement.

     

    2. Exercise
      Price.
      The
      price per share at which the Participant shall be entitled to purchase shares
      of
      Stock upon the exercise of this Option shall be the Exercise Price per Share
      set
      forth on page 1, subject to adjustment as provided in
      Paragraph 11
      (“Exercise Price”), which Exercise Price shall be not less than the Fair Market
      Value of a share of Stock on the date that the Option is granted and, with
      respect to a Controlling Participant (as defined in the Plan), not less than
      one
      hundred ten percent (110%) of the Fair Market Value of a share of Stock on
      the
      date that the Option is granted.

     

    3. Vesting
      and Term of the Option.

     

    (a) General.
      The
      right to exercise the Option shall vest in the hands of the Participant as
      provided for on page 1 of this Agreement. Shares for which Options have vested
      shall be referred to as “Vested Shares.” Shares for which Options have not
      vested shall be referred to as “Nonvested Shares.” The respective numbers of
      Vested and Nonvested Shares shall adjust proportionately in accordance with
      any
      adjustments made pursuant to Paragraph 11
      of this
      Agreement. In addition, shares may become Vested Shares in accordance with
      Paragraphs 8,
      14
      and
16.

     

    (b) Exercisable
      for Whole Vested Shares Only.
      Subject
      to the relevant provisions and limitations contained herein, the Participant
      may
      exercise the Option to purchase all or part of whole Vested Shares. In no event
      shall the Participant be entitled to exercise the Option with respect to
      Nonvested Shares or a fraction of a Vested Share.

     

    (c) Expiration.
      Notwithstanding any other provision contained herein to the contrary, the
      unexercised portion of the Option(s), if any, will automatically and without
      notice expire upon the earliest of: (i) ten (10) years following the Grant
      Date; (ii) the date determined pursuant to Paragraph 8
      of this
      Agreement; and (iii) the date determined pursuant to Paragraph 16
      of this
      Agreement. (“Expiration Date”) An Option will cease to be exercisable with
      respect to a share of Stock when the Participant purchases the
      share.

     

    4. Method
      of Exercising Option.

     

    (a) Subject
      to the provisions provided herein or incorporated by reference, the Participant
      may exercise the Option at any time on or prior to the Expiration Date with
      respect to all or any part of the Vested Shares by delivering to the Company,
      at
      its principal place of business, a written notice of exercise in substantially
      the form attached hereto as Exhibit
      A,
      accompanied by payment to the Company of the Exercise Price multiplied by the
      number of Vested Shares then being purchased. 

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    (b) The
      notice of exercise must be signed by the Participant; provided however, that
      if
      the Option is being exercised by a person or persons other than the Participant
      pursuant to Paragraph 8,
      the
      notice of exercise must be signed by such other person or persons and must
      be
      accompanied by proof acceptable to the Company of the legal right of such person
      or persons to exercise the Option. 

     

    (c) Upon
      acceptance of such notice and receipt of payment in full of the purchase price
      for the shares of Stock for which the Option is being exercised, the Company
      shall issue (or cause to be issued) a certificate evidencing the shares of
      Stock
      acquired as a result of the exercise of the Option. In the event that the
      exercise of the Option is treated in part as the exercise of an ISO and in
      part
      as the exercise of a NQSO in accordance with Paragraph 15,
      the
      Company shall issue a certificate evidencing the shares of Stock treated as
      acquired upon the exercise of an ISO and a separate certificate evidencing
      the
      shares of Stock treated as acquired upon the exercise of a NQSO, and shall
      identify each such certificate accordingly in its stock transfer
      records.

     

    (d) No
      purported exercise of an Option shall be effective and no shares of Stock shall
      be issued to the Participant upon exercise of the Option until: (i) the
      Exercise Price for the shares of Stock being purchased is paid in full in the
      manner provided in this Agreement; (ii) all applicable taxes required to be
      withheld have been paid in full; and (iii) the approvals, if any, of all
      governmental authorities required in connection with the Option, or the issuance
      of Shares pursuant to this Agreement, have been received by the
      Company.

     

    5. Method
      of Payment for Options.
      The
      Exercise Price shall be payable either in (i) United States dollars in cash
      or
      by check, bank draft, money order or wire transfer of good funds payable to
      the
      Company; (ii) upon conditions established by the Committee, by delivery of
      shares of Stock owned by the Participant for at least six (6) months prior
      to
      the date of exercise; or (iii) by a combination of (i) and (ii). 

     

    6. Tax
      Withholding.
      As a
      condition to the exercise of this Option, the Company shall have the right
      to
      require that the Participant (or the recipient of any shares of Stock) remit
      to
      the Company an amount calculated by the Company to be sufficient to satisfy
      applicable federal, state, foreign or local withholding tax requirements (or
      make other arrangements satisfactory to the Company with regard to such taxes)
      prior to the delivery of any certificate evidencing shares of Stock. If
      permitted by the Company, either at the time of the grant of the Option or
      in
      connection with its exercise, the Participant may satisfy applicable withholding
      tax requirements by delivering a number of whole shares of Stock owned by the
      Participant for at least six (6) months prior to the date of exercise and having
      a Fair Market Value (determined on the date that the amount of tax to be
      withheld is to be fixed) at least equal to the aggregate amount required to
      be
      withheld.

     

    7. Notice
      of Disposition.
      As a
      condition to the exercise of this Option, the Participant agrees to inform
      the
      Company promptly of any disposition (within the meaning of section 424(c) of
      the
      Code and the regulations thereunder) of Stock received upon exercise of the
      Option.

     

    8. Termination
      of Employment.

     

    (a) For
      “Good Cause”.
      If the
      Participant’s employment with the Bank is terminated for “Good Cause,” as
      defined below, during the term of this Option, any and all Options evidenced
      by
      this Agreement that have not vested as of the date Participant’s employment is
      terminated shall expire immediately upon the termination thereof; and any and
      all Options evidenced by this Agreement that have vested as of the date of
      termination shall be exercisable for the period of time not to extend beyond
      the
      remainder of the term of the Options or three months from the date of
      termination, whichever is earlier. Any Option or portion thereof not exercised
      prior to such date shall expire at such time unless the Participant dies during
      such period, in which case the provisions of Paragraph 8(b)
      below
      shall govern. For
      purposes of this Agreement, “Good Cause” shall be defined as one of the
      following events: (i) Participant
      is grossly negligent in the performance of his duties in the reasonable judgment
      of the Board and has failed to cure such violation or the effects of such gross
      negligence within ten (10) days after written notice to Participant by the
      Bank
      specifying in reasonable detail the alleged violation; (ii) Participant has
      failed to follow the policies adopted by the Board and has failed to cure such
      failure within a reasonable period after written notice to Participant by the
      Bank specifying in reasonable detail the alleged failure or has engaged in
      such
      actions or omissions that would constitute unsafe or unsound banking practices;
      (iii) Participant is convicted of a misdemeanor involving moral turpitude or
      a
      felony; (iv) Participant has engaged in gross misconduct in the course and
      scope
      of his employment with the Bank including indecency, immorality, gross
      insubordination, dishonesty, unlawful harassment, use of illegal drugs, or
      fighting; (v) Participant is prohibited from engaging in the business of banking
      by any governmental regulatory agency having jurisdiction over the Bank; (vi)
      Participant breaches a fiduciary duty to the Bank involving personal profit;
      (vii) Participant willfully violates any law, rule or regulation (other than
      traffic violations or similar offenses) or any final cease-and-desist order
      applicable to the Bank; or (viii) Participant is incompetent in the performance
      of his duties hereunder. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    (b) Death.
      Upon
      the death of the Participant, any and all Options granted to the Participant
      pursuant to this Agreement that have not vested as of the date of the
      Participant’s death shall expire as of the date of the Participant’s death, and
      all Options held by the Participant that have vested as of the date of the
      Participant’s death may be exercised only by the Participant’s legal
      representatives, heirs, legatees, or distributees and only within a period
      of
      twelve (12) months following the date of the Participant’s death, after which
      time the Options shall expire.

     

    (c) Disability.
      If the
      Participant ceases to be an employee of the Bank during the term of this Option
      by reason of the Participant’s disability (as defined in section 22(e)(3) of the
      Code), any and all Options granted to the Participant pursuant to this Agreement
      that have not vested as of the date that the Participant ceases to be an
      employee shall expire as of such date; provided, however, that the Options
      held
      by the Participant that are exercisable as of the date that the Participant
      ceases to be an employee may be exercised only by the Participant or his
      guardian or legal representative and only within a period of twelve (12) months
      following the date that the Participant ceases to be an employee, after which
      time the Options shall expire unless the Participant dies during such period,
      in
      which event the provisions of Paragraph 8(b)
      shall
      govern.

     

    (d) Resignation.
      Upon
      the resignation by the Participant as an employee of the Bank during the term
      of
      this Option, any and all Options evidenced by this Agreement that have not
      vested as of the date that the Participant’s resignation becomes effective shall
      expire immediately upon the effectiveness thereof; and any and all Options
      evidenced by this Agreement that have vested as of the date that the
      Participant’s resignation becomes effective shall be exercisable for the period
      of time not to extend beyond the remainder of the term of the Option or three
      months from the date that the Participant’s resignation becomes effective,
      whichever is earlier. Any Option or portion thereof not exercised prior to
      such
      date shall expire at such time unless the Participant dies during such period,
      in which case the provisions of Paragraph 8(b)
      below
      shall govern.

     

    (e) Termination
      Other Than For “Good Cause”.
      If the
      Participant’s employment with the Bank is terminated during the term of this
      Option (i) by the Bank other than for “Good Cause” and (ii) other than as a
      result of Participant’s death, disability or resignation, all Nonvested Shares
      shall be deemed to have become fully exercisable and vested to the full extent
      of the unexercised portion of the original grant immediately prior to the
      termination of Participant’s employment; and any and all such Options shall be
      exercisable for the period of time not to extend beyond the remainder of the
      term of the Options or three months from the date of termination, whichever
      is
      earlier. Any Option or portion thereof not exercised prior to such date shall
      expire at such time unless the Participant dies during such period, in which
      case the provisions of Paragraph 8(b)
      below
      shall govern.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    9. Nontransferability.
      The
      Option evidenced by this Agreement is nontransferable other than by will or
      the
      laws of descent and distribution and shall be exercisable during the lifetime
      of
      the Participant only by the Participant (or in the event of his disability
      (as
      defined in section 22(e)(3) of the Code), by his guardian or legal
      representative) and after his death, only by the Participant’s legal
      representatives, heirs, legatees, or distributees. 

     

    10. Special
      Limitation on Exercise.
      Notwithstanding anything herein to the contrary, no purported exercise of this
      Option shall be effective without the approval of the Committee, which shall
      be
      a condition to the exercise of this Option and may be withheld to the extent
      that the exercise, either individually or in the aggregate together with the
      exercise of other previously exercised stock options and/or offers and sales
      pursuant to any prior or contemplated offering of securities, would, in the
      sole
      and absolute judgment of the Committee, require the filing of a registration
      statement with the United States Securities and Exchange Commission or with
      the
      securities commission of any state. If a registration statement is not in effect
      under the Securities Act of 1933 or any applicable state securities law with
      respect to the shares of Stock purchasable or otherwise deliverable under the
      Option, the Participant (i) shall deliver to the Company, prior to the exercise
      of the Option or as a condition to the delivery of Stock pursuant to the
      exercise of the Option exercise, such information, representations and
      warranties as the Company may reasonably request in order for the Company to
      be
      able to satisfy itself that the shares of Stock are being acquired in accordance
      with the terms of an applicable exemption from the securities registration
      requirements of applicable federal and state securities laws and (b) shall
      agree
      that the shares of Stock so acquired will not be disposed of except pursuant
      to
      an effective registration statement, unless the Company shall have received
      an
      opinion of counsel that such disposition is exempt from such requirement under
      the Securities Act of 1933 and any applicable state securities law.


     

    11. Adjustments
      on Changes in Shares.
      In the
      event of any change in the outstanding shares of Stock by reason of any merger,
      reorganization, consolidation, recapitalization, stock dividend, stock split,
      reverse stock split, spinoff, combination or exchange of shares or other
      corporate change, the Committee, in its sole discretion, may make such
      substitution or adjustment, if any, as it deems to be equitable or appropriate,
      as to (i)
      the
      number or kind of shares subject to the Option; (ii) subject to the limitation
      contained in Paragraph 17,
      the
      Exercise Price applicable to the Option; (iii) any measure of performance that
      relates to the Option in order to reflect such change in the Stock and/or (iv)
      any other affected terms of the Option.

     

    12. Amendment
      and Termination.
      Subject
      to the terms and provisions of the Plan, this Agreement may be amended or
      terminated only by a written agreement executed by the Company and the
      Participant. The amendment or termination of the Plan shall not operate to
      modify the terms and conditions of this Agreement or any Option evidenced by
      this Agreement without the Participant’s consent, and, notwithstanding the
      termination of the Plan, such Agreement and Option shall be construed in
      accordance with the substantive provisions of the Plan as necessary to give
      effect this Agreement or any Option still in existence. 

     

    13. Legend
      on Stock Certificates.
      Certificates evidencing the shares of Stock issued upon exercise of an Option,
      to the extent appropriate at the time, shall have noted conspicuously on the
      certificates a legend intended to give all persons full notice of the existence
      of the conditions, restrictions, rights and obligations set forth herein and
      in
      the Plan.

     

    14. Change
      of Control.
      Notwithstanding any provision of this Agreement to the contrary, in the event
      of
      a Change of Control or an agreement to effect a Change of Control, all Nonvested
      Shares shall become fully exercisable and vested to the full extent of the
      unexercised portion of the original grant. The
      determination as to whether a Change of Control or an agreement to effect a
      Change in Control has occurred shall be made by the Committee and shall be
      conclusive and binding.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    15. Qualified
      Status of Option.
      To the
      extent that the aggregate Fair Market Value (determined as of the time of grant)
      of the shares of Stock with respect to which Options designated as Options
      are
      exercisable for the first time by any employee during any calendar year (under
      all plans of the Company) exceeds $100,000, that portion shall be treated as
      a
      non-qualified stock option. For purposes of this section, Options shall be
      taken
      into account in the order in which they were granted.

     

    16. Minimum
      Capital Requirements.
      Notwithstanding any provision of this Agreement to the contrary, the Option
      granted under the Agreement shall expire, to the extent not exercised, within
      45
      days following the receipt of notice from the Bank’s state or primary federal
      regulator (“Regulator”) that (i) the Bank has not maintained its minimum capital
      requirements (as determined by the Regulator) and (ii) the Regulator is
      requiring termination or forfeiture of options. Upon receipt of such notice
      from
      the Regulator, the Company shall promptly notify each Participant that the
      Option issued under this Agreement has become fully exercisable and vested
      to
      the full extent of the grant and that the Participant must exercise the Option
      granted to him prior to the end of the 45-day period or such earlier period
      as
      may be specified by the Regulator or forfeit the Option. In case of forfeiture,
      the Participant shall have no cause of action, of any kind or nature, with
      respect to the forfeiture against the Company or any Affiliate. Neither the
      Company nor any Affiliate shall be liable to the Participant due to the failure
      or inability of the Company or any Affiliate to provide adequate notice to
      the
      Participant.

     

    17. Repricing.
      The
      Committee shall not, without the further approval of the Board of Directors,
      (i)
      authorize the amendment of this Option to reduce the Exercise Price of this
      Option or (ii) grant a replacement Option upon the surrender and cancellation
      of
      this Option for the purpose of reducing the Exercise Price of this Option.
      Nothing contained in this section shall affect the right of the Committee to
      make any adjustment permitted under Paragraph 11.

     

    18. No
      Rights as a Shareholder.
      Notwithstanding the exercise of an Option, a Participant shall have no rights
      as
      a shareholder with respect to shares covered by an Option until the date the
      certificates evidencing the shares of Stock are issued (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized transfer
      agent of the Company). No adjustment will be made for dividends or other rights
      the record date for which is prior to the date of issuance. Upon issuance of
      the
      certificates evidencing the shares of Stock acquired upon exercise of an Option,
      such shares of Stock shall be deemed to be transferred for purposes of section
      421 of the Code and the regulations promulgated thereunder.

     

    19. Interpretation.
      When
      a
      reference is made in this Agreement to a Paragraph, Exhibit or Schedule, such
      reference will be to a Paragraph of, or Exhibit or Schedule to, this Agreement
      unless
      otherwise indicated. The headings contained
      in this Agreement are for convenience of reference only and will not affect
      in
      any way the meaning or interpretation of this Agreement or any Option. Whenever
      the words “include,” “includes” or “including” are used in this Agreement, they
      will be deemed to be followed by the words “without limitation.” The words
“hereof,” “herein” and “hereunder” and words of similar import when used in this
      Agreement will refer to this Agreement as a whole and not to any particular
      provision in this Agreement. Each use herein of the masculine, neuter or
      feminine gender will be deemed to include the other genders. Each use
      herein of
      the
      plural will include the singular and
      vice
      versa, in each case as the context requires or as is otherwise appropriate.
      The
      word “or” is used in the inclusive sense. Any agreement, instrument
      or statute
      defined or referred to herein or in any agreement or instrument that is referred
      to herein means such agreement, instrument or statute as from time to time
      amended, modified or supplemented, including (in the case of agreements or
      instruments) by waiver or consent and (in the case of statutes) by succession
      of comparable
      successor statutes and references to all attachments thereto and instruments
      incorporated therein. References to a person are also to its permitted
      successors or assigns. No
      provision of this Agreement is to be construed to require, directly or
      indirectly, any person to take any action, or omit to take any action, which
      action or omission would violate applicable law (whether statutory or common
      law), rule or regulation.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    20. Governing
      Law.
      The
      validity, construction and effect of this Agreement and any Option granted
      hereunder shall be determined in accordance with the laws of the State of
      California, without reference to the laws that might otherwise govern under
      applicable principles of conflicts of law. 

     

    21. Notices.
      Any
      notice or other communication required or permitted to be made hereunder or
      by
      reason of the provisions of this Agreement shall be in writing, duly signed
      by
      the party giving such notice or communication and shall be deemed to have been
      properly delivered if delivered personally or by a recognized overnight courier
      service, or sent by first-class certified or registered mail, postage prepaid,
      as follows (or at such other address for a party as shall be specified by like
      notice): (i) if given to the Company, at its principal place of business, and
      (ii) if to the Participant, at the address set forth on page 1.
      Any
      notice properly given hereunder shall be effective on the date on which it
      is
      actually received by the party to whom it was addressed; provided however,
      that
      for a notice of exercise to be effective, such notice must be in conformity
      with
      the Plan and this Agreement, as determined by the Committee, in its discretion.
      

     

    22. Entire
      Agreement.
      Subject
      to the terms and conditions of the Plan, this Agreement sets forth the entire
      agreement and understanding of the parties with regard to the Options granted
      hereby and supersedes all prior agreements, arrangements and understandings
      relating to the subject matter hereof. 

     

    23. Incorporation
      By Reference; Relationship to Plan.
      This
      Agreement is being executed and delivered pursuant to the Plan, all of the
      terms
      of which are incorporated by reference into, and made a part of, this Agreement.
      To the extent not specifically provided in this Agreement or otherwise required
      by context, all capitalized terms used in this Agreement but not defined herein
      shall have the same meanings ascribed to them in the Plan. In the event of
      an
      irreconcilable conflict between the terms of the Plan and this Agreement, the
      terms of the Plan shall prevail. The Company shall provide a copy of the Plan
      to
      the Participant upon written request to the Company at its principal place
      of
      business. By the execution of this Agreement, the Participant that acknowledges
      this Agreement and the Options are subject to the terms and conditions of the
      Plan. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    



    EXHIBIT
      A

    


    NOTICE
      OF EXERCISE OF

    STOCK
      OPTION TO PURCHASE

    COMMON
      STOCK OF

    PACIFIC
      COAST NATIONAL BANCORP

    


    


     

    Participant
      Name: ______________________________

     

    Address 
________________________________

     

    _______________________________________

     

    Date
      _________

    


    Pacific
      Coast National Bancorp

    905
      Calle
      Amanecer, Suite 100

    San
      Clemente, California 92673

    Attn:
      President

    


    Re:
      Exercise of Incentive Stock Option

     

    Gentlemen:

    


    Subject
      to acceptance hereof by Pacific Coast National Bancorp (“Company”) and pursuant
      to the provisions of the Pacific Coast National Bancorp 2005 Stock Incentive
      Plan (“Plan”), I hereby give notice of my election to exercise options granted
      to me to purchase _________ shares of common stock of the Company under the
      Incentive Stock Option Award Agreement (“Agreement”) dated as of ____________.
      The purchase shall take place as of __________, _____ (“Exercise Date”). All
      capitalized terms used, but not otherwise defined, herein shall have the
      meanings given them in the Agreement. 

     

    On
      or
      before the Exercise Date, I will pay the applicable purchase price as
      follows:

     

    [
      ]
 by
      delivery of cash or check, bank draft, money order or wire transfer of good
      funds payable to the Company in the amount of $___________, which amount
      represents the full purchase price of the shares of Stock to be issued upon
      exercise hereof.

     

    [
      ]
 if
      permitted by the Committee, and upon any such conditions imposed by the
      Committee, by delivery of _________ whole shares of Stock owned by me for at
      least six (6) months prior to the Exercise Date.

     

    [
      ]
 by
      delivery of cash or check, bank draft, money order or wire transfer of good
      funds payable to the Company in the amount of $___________, which amount
      represents a portion of the purchase price of the shares of Stock to be issued
      upon exercise hereof and, if permitted by the Committee, and upon any such
      conditions imposed by the Committee, by delivery of _________ shares of Stock
      owned by me for at least six (6) months prior to the Exercise Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    The
      required federal, state, and local income tax withholding obligations, if any,
      on the exercise of the Option shall be satisfied on or before the Exercise
      Date
      in the manner provided in the Agreement. As soon as the stock certificate is
      registered in my name, please deliver it to me at address set forth
      above.

     

    Unless
      the shares to be issued upon the exercise of the Option evidenced by this notice
      are registered for issuance to and resale by me pursuant to an effective
      registration statement on Form S-8 (or successor form) filed under the
      Securities Act of 1933, as amended (“Securities Act”), I hereby represent,
      warrant, covenant, and agree with the Company as follows:

     

    1. The
      shares of Stock being acquired by me will be acquired for my own account without
      the participation of any other person, with the intent of holding the Stock
      for
      investment and without the intent of participating, directly or indirectly,
      in a
      distribution of the Stock and not with a view to, or for resale in connection
      with, any distribution of the Stock, nor am I aware of the existence of any
      distribution of the Stock.

     

    2. I
      am not
      acquiring the Stock based upon any representation, oral or written, by any
      person with respect to the future value of, or income from, the Stock but rather
      upon an independent examination and judgment as to the prospects of the
      Company.

     

    3. The
      Stock
      was not offered to me by means of publicly disseminated advertisements or sales
      literature, nor am I aware of any offers made to other persons by such
      means.

     

    4. I
      am able
      to bear the economic risks of the investment in the Stock, including the risk
      of
      a complete loss of my investment therein.

     

    5. I
      understand and agree that the Stock will be issued and sold to me without
      registration under any federal or state law relating to the registration of
      securities for sale, and will be issued and sold in reliance on the exemptions
      from registration under federal and applicable state securities
      laws.

     

    6. The
      Stock
      cannot be offered for sale, sold or transferred by me other than pursuant to
      an
      effective registration under the Securities Act or in a transaction otherwise
      in
      compliance with the Securities Act and evidence satisfactory to the Company
      of
      compliance with the applicable securities laws of other jurisdictions. The
      Company shall be entitled to rely upon an opinion of counsel satisfactory to
      it
      with respect to compliance with the above laws.

     

    7. The
      Company will be under no obligation to register the Stock or to comply with
      any
      exemption available for sale of the Stock without registration or filing, and
      the information or conditions necessary to permit routine sales of securities
      of
      the Company under Rule 144 under the Securities Act are not now available and
      no
      assurance has been given that it or they will become available. The Company
      is
      under no obligation to act in any manner so as to make Rule 144 available with
      respect to the Stock.

     

    8. I
      have
      and have had complete access to and the opportunity to review and make copies
      of
      all material documents related to the business of the Company, including, but
      not limited to, contracts, financial statements, tax returns, leases, deeds
      and
      other books and records. I have examined such of these documents as I wished
      and
      am familiar with the business and affairs of the Company. I realize that the
      purchase of the Stock is a speculative investment.

     

    9. I
      have
      had the opportunity to ask questions of and receive answers from the Company
      and
      any person acting on its behalf and to obtain all material information
      reasonably available with respect to the Company and its affairs. I have
      received all information and data with respect to the Company which I have
      requested and which I have deemed relevant in connection with the evaluation
      of
      the merits and risks of my investment in the Company.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    10. I
      have
      such knowledge and experience in financial and business matters that I am
      capable of evaluating the merits and risks of the purchase of the Stock
      hereunder and I am able to bear the economic risk of such purchase.

     

    11. The
      agreements, representations, warranties and covenants made by me herein extend
      to and apply to all of the Stock issued to me pursuant to the Agreement, and
      the
      Company is entitled to rely on these agreements, representations, warranties
      and
      covenants in issuing the shares of Stock upon the exercise of the Option
      evidenced by this notice. Acceptance by me of the certificate representing
      such
      Stock shall constitute a confirmation by me that all such agreements,
      representations, warranties and covenants made herein shall be true and correct
      at that time.

     

    Very
      truly yours,

     

    ________________________

    


    


    


     

    


    AGREED
      TO AND ACCEPTED:

     

    PACIFIC
      COAST NATIONAL BANCORP

     

    


     

    By:      

     

    Name:
      __________________________

     

    Title:
      _______________________

    


     

    Date:__________________

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1

    


    VESTING
      SCHEDULE

    


    INCENTIVE
      STOCK OPTION AWARD ISSUED PURSUANT TO THE

    PACIFIC
      COAST NATIONAL BANCORP 2005 STOCK INCENTIVE PLAN

    


    Except
      as
      otherwise expressly provided in the Agreement, the Options shall become vested
      in accordance with the following schedule:

     

    
      	
              Percent
                of Shares For Which Options Are Vested

            	 	
              As
                of

            
	
              __%

            	 	
              1
                year following Grant Date

            
	
              __%

            	 	
              2
                years following Grant Date

            
	
              __%

            	 	
              3
                years following Grant Date

            
	
              [__%

            	 	
              4
                years following Grant Date]

            
	
              [__%

            	 	
              5
                years following Grant Date]