Prepared by MERRILL CORPORATION




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Exhibit 4.3  


 
 

PACIFICA BANCORP, INC.
  EMPLOYEE STOCK OPTION PLAN    
  


    SECTION 1. Purpose.  The purpose of this Employee Stock Option Plan (this "Plan") is to provide a means whereby Pacifica
Bancorp, Inc. (the "Company") or any parent or subsidiary of the Company, as defined in Subsection 5.8 (the "related entities"), may continue to attract, motivate and retain selected employees,
officers and independent contractors who can materially contribute to the Company's growth and success, and to encourage stock ownership in the Company through granting incentive stock options or
nonqualified stock options, or both, to purchase the Common Stock of the Company (as defined in Section 3), so that such key employees and other persons and entities will more closely identify
their interests with those of the Company and its shareholders. 


    SECTION 2. Administration.  This Plan shall be administered by the Board of Directors of the Company (the "Board") or,
in the event the Board shall appoint or authorize a committee to administer this Plan, by such committee. The administrator of this Plan shall hereinafter be referred to as the "Plan Administrator." 


        2.1  Procedures.  The Board may designate one of the members of the Plan Administrator as chairperson.
The Plan Administrator may hold meetings at such times and places as it shall determine. The acts of a majority of the members of the Plan Administrator present at meetings at which a quorum exists,
or acts reduced to or approved in writing by all Plan Administrator members, shall be valid acts of the Plan Administrator. 


        2.2  Responsibilities.  Except for the terms and conditions explicitly required in this Plan, the Plan
Administrator shall have the authority, in its discretion, to determine all matters relating to the options to be granted under this Plan, including selection of the individuals to be granted options,
the number of shares to be subject to each option, the exercise price, and all other terms and conditions of the options. Grants under this Plan need not be identical in any respect, even when made
simultaneously. The interpretation and construction by the Plan Administrator of any terms or provisions of this Plan or any option issued under this Plan, or of any rule or regulation promulgated in
connection with this Plan, shall be conclusive and binding on all interested parties, so long as such interpretation and construction with respect to incentive stock options correspond to the
requirements of Section 422 of the Internal Revenue Code (the "Code"), as amended, and the regulations thereunder. 


        2.3  Section 16(b) Compliance and Bifurcation of Plan.  In the event the Company registers any of
its equity securities pursuant to Section I2(b) or 12(g) of the Exchange Act, it is the intention of the Company that this Plan, and options granted under this Plan, comply in all respects with
Rule 16b-3 under the Exchange Act and, if any Plan provision is later found not to be in compliance with such Section, the provision shall be deemed null and void, and in all events
this Plan shall be construed in favor of its meeting the requirements of Rule I6b-3. Notwithstanding anything in this Plan to the contrary, the Board, in its absolute discretion, may
bifurcate this Plan so as to restrict, limit or condition the use of any provision of this Plan to participants who are officers and directors subject to Section 16(b) of the Exchange Act
without so restricting, limiting or conditioning other Plan participants. 


    SECTION 3. Stock Subject to This Plan.  The stock subject to this Plan shall be the Company's Common Stock (the "Common
Stock"), presently authorized but unissued or now held or subsequently acquired by the Company as treasury shares. Subject to adjustment as provided in Section 7 of this Plan, the aggregate
amount of Common Stock to be delivered upon the exercise of all options granted under this Plan shall not exceed 1,000,000 shares as such Common Stock was constituted on the effective date of this
Plan. If any option granted under this Plan expires or is surrendered, canceled, terminated or exchanged for another option for any reason without having been exercised in full, the unpurchased shares
subject to such option shall again be available for purposes of this Plan, including 








use as replacement options that may be granted in exchange for such surrendered, canceled or terminated options. In any one calendar year, no single individual may receive options under this Plan for
an aggregate number of shares in excess of 100,000 shares of Common Stock. 


    SECTION 4. Eligibility.  An incentive stock option may be granted only to an individual who, at the time the option is
granted, is an employee of the Company (or a corporate related entity, as described in Section 5.8) and who the Board may from time to time select for participation in this Plan. Members of the
Board shall not be eligible for grants of incentive stock options unless they are also employees of the Company. At the discretion of the Plan Administrator, employees and independent contractors of
the Company (including nonemployee directors) or any related entity may receive nonqualified stock options. Any party to whom an option is granted under this Plan shall be referred to in this Plan as
an "Optionee." 


    SECTION 5. Terms and Conditions of Options.  Options granted under this Plan shall be evidenced by written agreements
that contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and which are not inconsistent with this Plan. Notwithstanding the foregoing, options
shall include or incorporate by reference the following terms and conditions: 


        5.1  Number of Shares.  The maximum number of shares that may be purchased pursuant to the exercise of
each option, which number shall be as established by the Plan Administrator. 


        5.2  Price of Shares.  The price per share at which each option is exercisable (the "exercise price")
shall be as established by the Plan Administrator, provided that the Plan Administrator shall act in good faith to establish the exercise price as follows: 



            5.2.1  Incentive Stock Options and Nonqualified Stock Options.  With respect to incentive stock options
intended to qualify under Section 422 of the Code, and subject to Subsection 5.2.2 below, the exercise price shall be not less than the fair market value per share of the Common Stock at the
time the option is granted, except with respect to the substitution of a new option for an old option, or an assumption of an old option, in accordance with Code Section 424(a). With respect to
nonqualified stock options, the exercise price shall be the amount set by the Plan Administrator. 


            5.2.2  Incentive Stock Options to Greater than 10% Shareholders.  With respect to incentive stock
options granted to greater than 10% shareholders of the Company, the exercise price shall be as required by Section 6. 


            5.2.3  Fair Market Value.  The fair market value per share of the Common Stock for the purpose of
determining the exercise price under this Section 5.2 shall be determined as follows: 





    (a) if
the Common Stock is listed on any established stock exchange or a national market system including without limitation the National Market System of the National
Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the fair market value shall be the closing sales price for such stock (or the closing bid, if no sales were
reported), as quoted on such system or exchange for the last market trading date prior to the time of determination as reported in The Wall Street Journal or such other source as the Plan
Administrator deems reliable; 


    (b) if
the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling
prices are not reported, the fair market value shall be the mean between the high and low asked prices for the Common Stock on the last market trading date prior to the day of determination, as
reported in The Wall Street Journal or such other source as the Plan Administrator deems reliable; or 



    (c) In
the absence of an established market for the Common Stock, fair market value shall be determined by the Plan Administrator in good faith at the time the option
is granted. 













        5.3  Term and Maturity.  Subject to the restrictions contained in Section 6 with respect to
granting incentive stock options to greater than 10% shareholders of the Company, the term of each incentive stock option shall be 10 years from the date it is granted unless a shorter period
of time is established by the Plan Administrator, but in no event shall the term of any incentive stock option exceed 10 years. The term of each nonqualified stock option shall be
10 years from the date it is granted, unless a shorter period of time is established by the Plan Administrator in the individual option agreement. To ensure that the Company or related entities
will achieve the purpose and receive the benefits contemplated in this Plan, any option granted under this Plan shall, unless this condition is waived or modified by the Plan Administrator in the
agreement evidencing the option, or by subsequent resolution of the Plan Administrator, be exercisable according to the following schedule: 



	Period of Optionee's Continuous Relationship from the Date the Option is Granted
	 	Portion of Total Option With the Company

or Related Entity Which is Exercisable

	After one year	 	20%
	After two years	 	40%
	After three years	 	60%
	After four years	 	80%
	After five years	 	100%





        5.4  Exercise.  Subject to the vesting schedule described in subsection 5.3 above, if any, and to any
additional holding period required by applicable law, each option may be exercised in whole or in part; provided, however, that only whole shares will be issued pursuant to the exercise of any option
and that the exercise price shall not be less than the par value per share of the Common Stock at the time the option is exercised. During an Optionee's lifetime, any stock options granted under this
Plan are personal to him or her and are exercisable solely by such Optionee, except as provided in Section 5.7. Options shall be exercised by delivery to the Company of notice of the number of
shares with respect to which the option is exercised, together with payment of the exercise price. 


        5.5  Payment of Exercise Price.  Payment of the option exercise price shall be made in full at the time
the notice of exercise of the option is delivered to the Company and shall be in cash, bank certified or cashier's check or personal check (unless at the time of exercise the Plan Administrator in a
particular case determines not to accept a personal check) for the Common Stock being purchased. 


    The
Plan Administrator can determine at the time the option is Granted for incentive stock options, or at any time before exercise for nonqualified stock options, that additional
forms of payment will be permitted, including installment payments on such terms and over such period as the Plan Administrator may determine in its discretion. To the extent permitted by the Plan
Administrator and applicable laws and regulations (including, but not limited to, federal tax and securities laws and regulations and state corporate law), an option may be exercised by: 





    (a) delivery
of shares of stock of the Company held by an Optionee having a fair market value equal to the exercise price, such fair market value to be determined in
good faith by the Plan Administrator; 


    (b) delivery
of a full-recourse promissory note executed by the Optionee, provided that (i) such note delivered in connection with an incentive stock
option shall, and such note delivered in connection with a nonqualified stock option may, in the sole discretion of the Plan Administrator, bear interest at a rate specified by the Plan Administrator
but in no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes; (ii) the Plan
Administrator in its sole discretion shall specify the term and other provisions of such note at the time an incentive stock option is granted or at any time prior to exercise of a nonqualified stock
option; (iii) the Plan Administrator may require that the Optionee pledge the Optionee's shares to the Company for the purpose of securing the payment of 












such note and may require that the certificate representing such shares be held in escrow in order to perfect the Company's security interest; (iv) the note provides that 90 days
following the Optionee's termination of employment with the Company or a related entity, the entire outstanding balance under the note shall become due and payable, if not previously due and payable;
and (v) the Plan Administrator in its sole discretion may at any time restrict or rescind this right upon notification to the Optionee; 


    (c) delivery
of a properly executed exercise notice, together with irrevocable instructions to a broker, all in accordance with the regulations of the Federal Reserve
Board, to promptly deliver to the Company the amount of sale or loan proceeds to pay the exercise price and any federal, state or local withholding tax obligations that may arise in connection with
the exercise; provided, that the Plan Administrator, in its sole discretion, may at any time determine that this Subparagraph (c), to the extent the instructions to the broker call for an immediate
sale of the shares, shall not be applicable to any Optionee who is subject to Section 16(b) of the Exchange Act if such transaction would result in a violation of Section 16(b), or is
not an employee at the time of exercise; 


    (d) delivery
of a properly executed exercise notice, together with a request by the Optionee for the Company to pay the exercise price by withholding from the shares
that would otherwise be issued that number of shares having a fair market value equal to the option exercise price; provided, the Plan
Administrator retains complete discretion to honor or deny the Optionee's request for such a method of exercise. 






        5.6  Withholding Tax Requirement.  The Company or any related entity shall have the right to retain and
withhold from any payment of cash or Common Stock under this Plan the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to such payment. At its
discretion, the Company may require an Optionee receiving shares of Common Stock to reimburse the Company or a related entity for any such taxes required to be withheld and may withhold any
distribution in whole or in part until the Company, or related entity, is so reimbursed. In lieu of such withholding or reimbursement, the Company (or related entity) shall have the right to withhold
from any other cash amounts due or to become due from the Company (or related entity) to the Optionee an amount equal to such taxes or to retain and withhold a number of shares having a market value
not less than the amount of such taxes required to be withheld as reimbursement for any such taxes and cancel (in whole or in part) any such shares so withheld. 


        5.7  Nontransferability of Option.  Options granted under this Plan and the rights and privileges
conferred by this Plan may not be transferred, assigned, pledged or hypothecated in any manner (whether by operation of law or otherwise) other than by will or by the applicable laws of descent and
distribution; provided, with respect to a non-qualified stock option, an Optionee may transfer the option to a revocable trust created by the Optionee for the benefit of his or her
descendants, to an immediate family member or to a partnership in which only immediate family members or such trusts are partners. Options under this Plan shall not be subject to execution, attachment
or similar process. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any option under this Plan or of any right or privilege conferred by this Plan, contrary to the Code or
to the provisions of this Plan, or the sale or levy or any attachment or similar process upon the rights and privileges conferred by this Plan shall be null and void. Notwithstanding the foregoing, an
Optionee may during the Optionee's lifetime, designate a person who may exercise the option after the Optionee's death by giving written notice of such designation to the Plan Administrator. Such
designation may be changed from time to time by the Optionee by giving written notice to the Plan Administrator revoking any earlier designation and making a new designation. 






        5.8  Termination of Relationship.  If the Optionee's employment relationship with the Company or any
related entity ceases for any reason other than termination for cause, death or permanent and total disability, and unless by its terms the option sooner terminates or expires, then the Optionee may
exercise, for a period of 90 days after such cessation, that portion of the Optionee's option which is exercisable at the time of such cessation. The Optionee's option, however, shall terminate
at the end of the 90-day period following such cessation as to all Shares for which it has not been exercised, unless such provision is waived in the agreement evidencing the option or by
resolution adopted by the Plan Administrator. If, in the case of an incentive stock option, an Optionee's relationship with the Company or related entity changes (i.e., from employee to nonemployee,
such as a consultant), such change shall constitute a termination of an Optionee's employment with the Company or related entity and the Optionee's incentive stock option shall terminate in accordance
with this subsection. Upon the expiration of the 90-day period following cessation of employment, the Plan Administrator shall have
sole discretion in a particular circumstance to extend the exercise period following such cessation beyond that specified above. If, however, in the case of an incentive stock option, the Optionee
does not exercise the Optionee's option within 90 days after cessation of employment, the option will no longer qualify as an incentive stock option under the Code. 


    Upon
an Optionee's termination of employment for cause, all of the optionee's outstanding (i.e., unexercised) options issued under this Plan shall immediately expire and no longer be
available for exercise. For purposes of this Plan, a termination shall be considered for "cause" if the termination is attributable to the Optionee's: (a) Embezzlement; (b) use of
illegal drugs or alcohol that materially impairs the Optionee's ability to fulfill his or her duties as an employee or independent contractor; (c) willful disclosure of trade secrets or
confidential information of the Company; (d) dishonesty which results in substantial harm to the Company; or (e) conviction or confession of a criminal felony. 


    If
an Optionee's relationship with the Company or any related entity ceases because of a permanent and total disability, the Optionee's option shall not terminate, and in the case of
an incentive stock option, shall not cease to be treated as an incentive stock option, until the end of the 365-day period following such cessation (unless by its terms it sooner
terminates and expires). As used in this Plan, the term "permanent and total disability" has the same meaning provided in Code Section 22(e)(3). 



    For
purposes of this subsection 5.8, a transfer of relationship between or among the Company and/or any related entity shall not be deemed to constitute a cessation of relationship
with the Company or any of its related entities. For purposes of this subsection 5.9, with respect to incentive stock options, employment shall be deemed to continue while the Optionee is on military
leave, sick leave or other bona fide leave of absence (as determined by the Plan Administrator). The foregoing notwithstanding, employment shall not be deemed to continue beyond the first
90 days of such leave, unless the Optionee's reemployment rights are guaranteed by statute or by contract. 


    As
used in this Plan, the term "related entity," when referring to a subsidiary, shall mean any corporation (other than the Company) which, at the time of the granting of the option,
is in an unbroken chain of corporations ending with the Company, if stock or voting interests possessing 50% or more of the total combined voting power of all classes of stock or other ownership
interests of each of the corporations other than the Company is owned by one of the other corporations in such chain. When referring to a parent entity, the term "related entity" shall mean any
corporation in an unbroken chain of corporations ending with the Company if, at the time of the granting of the option, each of the corporations other than the Company owns stock or other ownership
interests possessing 50% or more of the total combined voting power of all classes of stock (or other ownership interests) in one of the other corporations in such chain. 






        5.9  Death of Optionee.  If an Optionee dies while he or she has a relationship with the Company or any
related entity or dies within the 90-day period (or 365-day period in the case of totally disabled Optionees) following cessation of such relationship, any option held by such
Optionee to the extent that the Optionee would have been entitled to exercise such option, may be exercised within 365 days after his or her death by the personal representative of his or her
estate or by the person or persons to whom the Optionee's rights under the option shall pass by will or by the applicable laws of descent and distribution. 


        5.10  Status of Shareholder.  Neither the Optionee nor any party to which the Optionee's rights and
privileges under the option may pass shall be, or have any of the rights or privileges of, a shareholder of the Company with respect to any of the shares issuable upon the exercise of any option
granted under this Plan unless and until such option has been exercised. 


        5.11  Continuation of Employment.  Nothing in this Plan or in any option granted pursuant to this Plan
shall confer upon any Optionee any right to continue in the employ of the Company or of a related entity, or to interfere in any way with the right of the Company or of any related entity to terminate
his or her employment or other relationship with the Company or a related entity at any time. 


        5.12  Modification and Amendment of Option.  Subject to the requirements of Code Section 422 with
respect to incentive stock options and to the terms and conditions and within the limitations of this Plan, the Plan Administrator may modify or amend outstanding options granted under this Plan. The
modification or amendment of an outstanding option shall not, without the consent of the Optionee, impair or diminish any of his or her rights or any of the obligations of the Company under such
option. Except as otherwise provided in this Plan, no outstanding option shall be terminated without the consent of the Optionee. Unless the Optionee agrees otherwise, any changes or adjustments made
to outstanding incentive stock options granted under this Plan shall be made in such a manner so as not to constitute a "modification" as defined in Code Section 424(h) and so as not to cause
any incentive stock option issued hereunder to fail to continue to qualify as an incentive stock option as defined in Code Section 422(b). 


        5.13  Limitation on Value for Incentive Stock Options.  As to all incentive stock options granted under
the terns of this Plan, to the extent that the aggregate fair market value (determined at the time the incentive stock option is granted) of the stock with respect to which incentive stock options are
exercisable for the first time by the Optionee during any calendar year (under this Plan and all other incentive stock option plans of the Company, a related entity or a predecessor corporation)
exceeds $100,000, those options (or the portion of an option) beyond the $100,000 threshold shall be treated as nonqualified stock options. The previous sentence shall not apply if the Internal
Revenue Service publicly rules, issues a private ruling to the Company, any Optionee, or any legatee, personal representative or distributee of an Optionee or issues regulations changing or
eliminating such annual limit. 



 SECTION 6. Greater Than 10% Shareholders.  




        6.1  Exercise Price and Term of Incentive Stock Options.  If incentive stock options are granted under
this Plan to employees who own more than 10% of the total combined voting power of all classes of stock of the Company or any related entity, the term of such incentive stock options shall not exceed
five years and the exercise price shall be not less than 110% of the fair market value of the Common Stock at the time the incentive stock option is granted. This provision shall control
notwithstanding any contrary terms contained in an option agreement or any other document. 






        6.2  Attribution Rule.  For purposes of subsection 6.1, in determining stock ownership, an employee shall
be deemed to own the stock owned, directly or indirectly, by or for his brothers, sisters, spouse, ancestors and lineal descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be deemed to be owned proportionately by or for its shareholders, partners or beneficiaries. If an employee or a person related to the employee owns an unexercised
option or warrant to purchase stock of the Company, the stock subject to that portion of the option or warrant which is unexercised shall not be counted in determining stock ownership. For purposes of
this Section 6, stock owned by an employee shall include all stock actually issued and outstanding immediately before the grant of the incentive stock option to the employee. 


    SECTION 7. Adjustments Upon Changes in Capitalization.  The aggregate number and class of shares for which options may
be granted under this Plan, the number and class of shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and each such option, shall all be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Company resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend. 



 7.1 Effect of Liquidation, Reorganization or Change in Control.  




            7.1.1  Cash, Stock or Other Property for Stock.  Except as provided in subsection 7.1.2, upon a merger
(other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have the same proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation, reorganization (other than a mere reincorporation or the creation of a holding company) or liquidation of the Company,
as a result of which the shareholders of the Company receive cash, stock or other property in exchange for or in connection with their shares of Common Stock, any option granted under this Plan shall
terminate. Notwithstanding the foregoing, the Optionee shall have the right immediately prior to any such merger, consolidation, acquisition of property or stock, separation, reorganization or
liquidation to exercise such option in whole or in part, to the extent the vesting requirements set forth in this Plan have been satisfied, unless stated otherwise in the Optionee's individual option
agreement. 


            7.1.2  Conversion of Options on Stock for Stock Exchange.  If the shareholders of the Company receive
capital stock of another corporation ("Exchange Stock") in exchange for their shares of Common Stock in any transaction involving a merger (other than a merger of the Company in which the holders of
Common Stock immediately prior to the merger have the same proportionate ownership of common stock in the surviving corporation immediately after the merger), consolidation, acquisition of property or
stock, separation or reorganization (other than a mere reincorporation or the creation of a holding company), all options granted under this Plan shall be converted into options to purchase shares of
Exchange Stock unless the Company and the corporation issuing the Exchange Stock, in their sole discretion, determine that any or all such options granted under this Plan shall not be converted into
options to purchase shares of Exchange Stock, but instead shall terminate in accordance with the provisions of subsection 7.1.1. The amount and price of converted options shall be determined by
adjusting the amount and price of the options granted under this Plan in the same proportion as used for determining the number of shares of Exchange Stock the holders of the Common Stock receive in
such merger, consolidation, acquisition of property or stock, separation or reorganization. Unless accelerated by the Board, the vesting schedule set forth in the option agreement shall continue to
apply for the Exchange Stock. 


            7.1.3  Chance in Control.  In the event of a "Change in Control," as defined in Section 7.1.4
below, of the Company after the Company has registered any of its. equity securities 







pursuant to Section 13(b) or 12(g) of the Exchange Act, unless otherwise determined by the Board prior to the occurrence of such Change in Control, any options or portions of such options
outstanding as of the date such Change in Control is determined to have occurred that are not yet fully vested shall not become fully vested merely by the occurrence of a Change in Control. 


            7.1.4  Definition of "Change in Control."  For purposes of this Plan, a "Change in Control" shall mean
(a) the first approval by the Board or by the stockholders of the Company of an Extraordinary Event, (b) a Purchase, or (c) a Board Change. 


    For
purposes of this Plan, an "Extraordinary Event" shall mean any of the following actions: 





    (i)  any
consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Common Stock would be
converted into cash, securities or other property, other than a merger of the Company in which the holders of common stock immediately prior to the merger have substantially the same proportionate
ownership of common stock of the surviving corporation immediately after the merger; 


    (ii) any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or 


    (iii) the
adoption of any plan or proposal for liquidation or dissolution of the Company. 






    For
purposes of the Plan, a "Purchase" shall mean the acquisition by any person (as such term is defined in Section 13(d) of the Exchange Act) of any shares of Common Stock or
securities convertible into Common Stock) without the prior approval of a majority of the Continuing Directors (as defined below) of the Company, if after making such acquisition such person is the
beneficial owner (as such term is defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Company representing 20% or more of the combined voting
power of the Company's then outstanding securities (calculated as provided in paragraph (d) of such Rule 13d-3). 


    For
purposes of the Plan, a "Board Change" shall have occurred if individuals who constitute the Board of the Company at the time of adoption of this Plan (the "Continuing Directors")
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a Director subsequent to the date of adoption of this Plan whose nomination for election was
approved by a vote of at least a majority of the Continuing Directors (other than a nomination of an individual whose initial assumption of office is in connection with an actual threatened election
contest relating to the election of the Directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be deemed to be a
Continuing Director. 


        7.2  Fractional Shares.  In the event of any adjustment in the number of shares covered by any option,
any fractional shares resulting from such adjustment shall be disregarded and each such option shall cover only the number of full shares resulting from such adjustment. 


        7.3  Determination of Board to Be Final.  All Section 7 adjustments shall be made by the Board,
and its determination as to what adjustments shall be made, and the extent of such adjustments, shall be final, binding and conclusive. Unless an Optionee agrees otherwise, any change or adjustment to
an incentive stock option shall be made in such a manner so as not to constitute a "modification" as defined in
Code Section 424(h) and so as not to cause his or her incentive stock option issued under this Plan to fail to continue to qualify as an incentive stock option as defined in Code
Section 422(b). 


    SECTION 8. Securities Regulation.  Shares shall not be issued with respect to an option granted under this Plan unless
the exercise of such option and the issuance and delivery of such shares pursuant to the exercise of such option shall comply with all relevant provisions of law, including, 







without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption
from registration for the issuance and sale of any shares under this Plan. Inability of the Company to obtain from any regulatory body having jurisdiction, the authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares under this Plan or the unavailability of an exemption from registration for the issuance and sale of any shares under this Plan
shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained. 


    As
a condition to the exercise of an option, the Company may require the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only
for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the
aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend
indicating that the stock may not be pledged, sold or otherwise transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Plan Administrator may also require such other action or
agreement by the Optionees as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THE
OPTIONS OR STOCK HEREUNDER. 


    Should
any of the Company's capital stock of the same as the stock subject to options granted under this Plan be listed on a national securities exchange, all stock issued under this
Plan if not previously listed on such exchange shall be authorized by that exchange for listing on such exchange prior to the issuance of such stock. 



 SECTION 9. Amendment and Termination.  




        9.1  Board Action.  The Board may at any time suspend, amend or terminate this Plan, provided that except
as set forth in Section 7, the approval of the Company's shareholders Is necessary within 365 days before or after the adoption of the Board of any amendment which will: 




    (a) increase
the number of shares which are to be reserved for the issuance of options under this Plan; 


    (b) permit
the granting of stock options to a class of persons other than those presently permitted to receive stock options under this Plan; or 


    (c) require
shareholder approval under applicable law, including Section 6(b) of the Exchange Act. 





    Any
amendment to this Plan that would constitute a "modification" to incentive stock options outstanding on the date of such amendment shall not be applicable to outstanding incentive
stock options, but shall have prospective effect only, unless individual Optionees agree otherwise. 


        9.2  Automatic Termination.  Unless sooner terminated by the Board, this Plan shall terminate ten years
from the earlier of (a) the date on which this Plan is adopted by the Board or (b) the date on which this Plan is approved by the shareholders of the Company. No option may be granted
after such termination or during any suspension of this Plan. The amendment or termination of 







this Plan shall not, without the consent of the option holder, alter or impair any rights or obligations under any option previously granted under this Plan. 


    SECTION 10. Effectiveness of This Plan.  This Plan shall become effective upon adoption by the Board so long as it is
approved by the Company's shareholders any time within 365 days before or after the adoption of this Plan. 









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PACIFICA BANCORP, INC. EMPLOYEE STOCK OPTION PLAN