Exhibit
10.1




EMPLOYMENT
AGREEMENT




THIS
AGREEMENT is dated as of August 14, 2008 (the “Execution Date”), between
Belvedere SoCal (“SoCal”), Professional Business
Bank ("PBB"), and
William Baribault (“Executive”) for the purposes
set forth in this agreement (the “Agreement”).




WHEREAS,
SoCal is a California corporation and bank holding company registered under the
Bank Holding Company Act of 1956, as amended, subject to the supervision and
regulation of the Board of Governors of the Federal Reserve System (“FRB”);




WHEREAS,
SoCal is the parent holding company of PBB, a California chartered banking
corporation and wholly-owned subsidiary of SoCal, subject to the supervision and
regulation of the California Department of Financial Institutions (“DFI”) and Federal Deposit
Insurance Corporation (“FDIC”);




WHEREAS,
it is the intention of the parties to enter into an employment agreement for the
purposes of securing Executive’s services as the President and Chief Executive
Officer of SoCal and PBB (together, the “Company").




NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, SoCal, PBB and Executive agree as follows:




1.           TERM.  Subject
to the provisions for earlier termination hereinafter provided, Executive’s
employment hereunder shall be for a term that commenced on February 28, 2008
(the “Effective Date”)
and ending on the fifth anniversary of the Effective Date (the “Term”).  Executive
acknowledges that all amounts that have become due and payable under this
Agreement prior to the Execution Date have been paid or provided to Executive by
the Company.




2.           POSITION,
DUTIES AND RESPONSIBILITIES.  During the Term, the Company will employ
Executive, and Executive agrees to be employed as the President and Chief
Executive Officer of SoCal and the President and Chief Executive Officer of
PBB.  In such employment capacity, Executive will have such duties and
responsibilities as are normally associated with such position and will report
to SoCal’s Executive Chairman of the Board (currently Alan J. Lane) or his
designee.  During the Term, and except as set forth on Schedule 1,
Executive shall devote his entire business time, attention and energies to the
business and affairs of the Company, to the performance of Executive’s duties
under this Agreement and to the promotion of the Company's
interests.  Notwithstanding the foregoing, subject to Section 11
below, nothing in this Agreement shall be construed to limit Executive’s ability
to provide services to or participate in non-profit, charitable or civic
organizations or to manage personal investments, including personal investment
vehicles, to the extent that such activities do not materially interfere with
Executive’s performance of his duties hereunder.  Executive
acknowledges that Executive’s services as President and Chief Executive Officer
of the Company shall constitute Executive’s principal business
activity.  During the Term, the geographic location where Executive's
primary office will be located will be in the Company’s principal offices
located at 199 South Los Robles Avenue, Suite 130, Pasadena, CA 91101, but
Executive may also work from any location Executive
chooses.  Notwithstanding the foregoing, the Company may from time to
time require Executive to travel temporarily to other locations on the Company’s
business.  At the Company’s request, Executive will serve the Company
and/or its subsidiaries and affiliates in other capacities in addition to the
foregoing.  In the event that Executive serves in any one or more of
such additional capacities, Executive’s compensation will not be increased
beyond that specified in this Agreement.  In addition, in the event
Executive’s service in one or more of such additional capacities is terminated,
Executive’s compensation, as specified in this Agreement, will not be diminished
or reduced in any manner as a result of such termination for so long as
Executive otherwise remains employed under the terms of this
Agreement.









3.           BASE
COMPENSATION.  During the Term, the Company will pay Executive a base
salary of $300,000 per year, less payroll deductions and all required
withholdings, payable in accordance with the Company’s normal payroll practices
and prorated for any partial pay period of employment.  Executive’s
base salary shall be subject, in the sole discretion of the Board of Directors
of SoCal (the “Board”),
to (i) increase only based on the Board's annual review and (ii) increase
pursuant to the Company’s policies as in effect from time to time, and, pursuant
to the growth of the Company (such base salary, as may be increased pursuant to
this Section 3, the “Base
Compensation”).




4.           ANNUAL
BONUS.  In addition to the Base Compensation, during the Term,
Executive will be eligible to participate in the Company’s incentive bonus plan
applicable to senior executives of the Company.  The amount of
Executive’s annual bonus will be based on the attainment of performance criteria
established and evaluated by the Company in accordance with the terms of such
bonus plan as in effect from time to time, provided that, subject to the terms
of such bonus plan, Executive’s target annual bonus shall be one hundred percent
(100%) of Base Compensation per year, pro-rated in accordance with Sections 4(a)
or 4(b) below, as applicable, for any partial year of service in which an annual
bonus is earned.  Each annual bonus shall, to the extent payable in
accordance with the terms of the incentive bonus plan, be paid no later than
March 15th of the
year following the year in which such annual bonus is earned.  Each
annual bonus shall be paid in cash or, at the election of Executive made at
least thirty (30) days prior to the payment date (or such other date as may be
determined by the Board), in whole or in part in a number of fully vested shares
of SoCal common stock equal to the dollar amount of the bonus payable divided by
the Fair Market Value (as defined in the SoCal 2007 Equity Incentive Plan (the
“Plan”)) of a share of
SoCal common stock on the date preceding the date on which the bonus is
paid.  In the event that Executive elects to receive an annual bonus
in shares, SoCal shall issue such shares to Executive under the Plan and such
shares shall be subject to the terms and conditions of the Plan (including,
without limitation, the limits set forth in Section 3 and Section 6(c) of the
Plan) and an award agreement in a form prescribed by the Company.




The term
"annual" as used in this Agreement shall be deemed to be with reference to each
calendar year during the Term. Further, to the extent that this Agreement is in
effect for less than any full calendar year, and unless otherwise expressly
provided herein, the following calculations shall apply:




a.           For
the first year of the Term (calendar year 2008), any benefit amount calculated
on an annual basis for such year shall be determined by multiplying the full
amount which Executive was eligible to be paid for such year by a fraction, the
numerator of which is the number of days in the calendar year remaining after
the Effective Date and the denominator of which equals 365; and




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b.           With
respect to calendar year 2013 (if Executive remains employed by the Company
under this Agreement through the fifth anniversary of the Effective Date), any
benefit amount calculated on an annual basis for such year shall be determined
by multiplying the full amount which Executive was eligible to be paid for such
year by a fraction, the numerator of which is the number of days in the calendar
year up until the effective date of Executive's termination and the denominator
of which equals 365.




5.           STOCK
OPTIONS.




a.           Initial
Option.  The Company, on February 27, 2008 (the “Initial Grant Date”), granted
to Executive a nonqualified stock option to purchase 99,774 shares of SoCal
common stock, which number is equal to 3.00% of the total number of shares of
SoCal common stock outstanding as of the Initial Grant Date (the “Initial Option”), in the
following proportions: 50% Performance-Vested Options, 17% Time-Vested Options,
and 33% Modified Time-Vested Options, each substantially in the applicable form
stock option agreement attached hereto as Exhibits A, B and C (together, the
“Option
Agreements”).




b.           Subsequent
Acquisition Make-Whole Option.  In addition, provided that Executive
is then employed by the Company, in the event that (i) the Company consummates
an acquisition transaction in which the holders of SoCal common stock
immediately prior to such transaction continue, immediately after such
transaction, to control more than 50% of the total outstanding shares of SoCal
common stock (or equity securities of the surviving entity if SoCal is not the
surviving entity (any such equity securities, “New Equity”)), and (ii) the
total number of shares of SoCal common stock (or New Equity) outstanding
immediately after the consummation of such acquisition transaction exceeds the
total number of shares of SoCal common stock outstanding immediately prior to
the consummation of such transaction, as determined in the sole and absolute
discretion of the Company (any such excess, the “Transaction Share Increase”),
then SoCal (or the surviving entity) shall, on the thirtieth calendar day (or,
if not a trading day, the next succeeding trading day) following the
consummation of such acquisition, grant to Executive a nonqualified option to
purchase a number of shares of SoCal common stock (or New Equity) equal to 3.00%
of the Transaction Share Increase (the “Subsequent Acquisition Make-Whole
Option” and, together with the Initial Option, the “Options”).




c.           Option
Terms.  Each Option has been or shall be granted at an exercise price
per share equal to the Fair Market Value of a share of SoCal common stock on the
applicable date of grant.  The terms and conditions of the Options,
including without limitation any applicable vesting and forfeiture conditions,
have been or shall be set forth in appropriate  Option
Agreements.  The Options shall, subject to the provisions of this
Section 5, be governed in all respects by the terms of the Plan and the
applicable Option Agreement.




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6.           BENEFITS
AND VACATION.  During the Term, (i) Executive and his dependents shall
be reimbursed by the Company throughout the term for all medical and dental
insurance premiums incurred by him for him and his Spouse consistent with any
plans, practices, policies and programs maintained or sponsored by the Company
from time to time which are applicable to other senior executives of the
Company, (ii) Executive shall be eligible to participate in all incentive,
savings and retirement plans, practices, policies and programs maintained or
sponsored by the Company from time to time which are applicable to other senior
executives of the Company, including without limitation, a Company 401(k) plan,
subject to the terms and conditions thereof, and (iii) Executive shall be
eligible for standard benefits, such as paid time off and holidays, to the
extent applicable generally to other senior executives of the Company, provided
that, during the Term, Executive shall be entitled to no less than twenty (20)
vacation days per year (i.e., four weeks of vacation), pro-rated for any partial
year of service, in all cases, subject to the terms and conditions of the
applicable Company plans or policies.  In addition, without limiting
the generality of the foregoing, the Company shall make available to Executive
any life and long-term disability insurance policies which it may provide for
other senior executives of the Company on the same terms and conditions as are
made available to such other senior executives or, at Executive's election, an
amount equal to the premiums payable by the Company for such policies as an
expense reimbursement.




7.           EXPENSES.  During
the Term, Executive shall be entitled to receive prompt reimbursement of all
reasonable business expenses incurred by Executive in accordance with Company
expense reimbursement policy applicable to its senior executives, as in effect
from time to time (plus such additional expense amounts as Executive, in his
reasonable discretion and subject to Company approval, deems necessary and
appropriate to carry out his duties as Chief Executive Officer and President of
each of the Companies) including expenses of up to $1,300 per month, pro-rated
for any partial month of service, associated with the purchase or lease,
operation and maintenance, of an automobile.  To the extent that any
such expenses are deemed to constitute compensation to Executive, including
without limitation any auto reimbursement expenses or insurance reimbursements
pursuant to Section 6 above, such expenses shall be reimbursed by December 31 of
the year following the year in which the expense was incurred.  The
amount of any such expenses reimbursed in one year shall not affect the amount
eligible for reimbursement in any subsequent year and Executive’s right to
reimbursement of any such expenses shall not be subject to liquidation or
exchange for any other benefit.




8.           TERMINATION
OF EMPLOYMENT.




a.           Termination
Without Cause. The Company may terminate Executive’s employment without Cause
(as defined below) at any time during the Term upon thirty (30) days’ written
notice provided to Executive in accordance with Section 10 below, or in the
Company’s sole discretion, payment of Executive’s Base Salary for such period in
lieu of notice.  If Executive's termination of employment is without
Cause and is also a “separation from service” (within the meaning of Section
409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury
Regulation Section 1.409A-1(h)) (“Separation from Service”), the
Company shall promptly or, in the case of obligations described in clause (iv)
below, as such obligations become due, pay or provide to Executive, (i)
Executive’s earned but unpaid Base Compensation accrued through the date of such
Separation from Service (the “Termination Date”), (ii)
accrued but unpaid vacation time through the Termination Date, (iii)
reimbursement of any business expenses incurred by Executive prior to the
Termination Date that are reimbursable under Section 7 above, (iv) any vested
benefits and other amounts due to Executive under any plan, program or policy of
the Company, and (v) any payment in lieu of notice of termination under this
Section 8(a) (together, the “Accrued
Obligations”).  In addition, subject to Section 8(f) below and
Executive’s execution and non-revocation of a binding release in accordance with
Section 8(g) below, in the event Executive experiences a Separation from Service
due to a termination by the Company without Cause, the Company shall pay or
provide to Executive (the “Severance”):




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(1)           a
lump-sum cash payment equal to the sum of (A) Executive’s Base Compensation at
the rate in effect as of the Termination Date, plus (B) a pro rata portion of
Executive’s target annual bonus for the calendar year in which the Termination
Date occurs, determined by multiplying the target annual bonus by a fraction,
the numerator of which equals the lesser of (i) the number of days elapsed in
the calendar year of termination through the Termination Date and (ii) the
number of days elapsed from the Effective Date through the Termination Date and
the denominator of which equals 365, provided, however, that if a
termination described in this Section 8(a) occurs within twenty-four months
after the consummation of an Acquisition (as defined below), then the payment
pursuant to this Section 8(a)(1) shall instead equal 200% of the sum of (A)
Executive’s Base Compensation at the rate in effect as of the Termination Date
(disregarding any purported reduction of such Base Compensation), plus (B) the
annual bonus amount paid to Executive during the twelve (12) months immediately
preceding the Termination Date, or if an annual bonus was not paid to Executive
during such period, Executive’s target annual bonus for the calendar year in
which the Termination Date occurs,and




(2)           at
the Company’s expense, continuation of group healthcare coverage for Executive
and his legal dependents until the earlier of twelve months from the Termination
Date or such time as Executive becomes eligible to receive medical benefits
under another group health plan, provided that Executive properly elects
continuation healthcare coverage under Section 4980B of the Code and the
regulations thereunder; following such continuation period, any further
continuation of such coverage under applicable law shall be at Executive’s sole
expense.




Subject
to Sections 8(f) and 8(g) below, the Severance amounts described in Section
8(a)(1) above shall be paid to Executive no later than 15 calendar days
following the Termination Date, which payment schedule is intended to satisfy
the short-deferral exemption under Treasury Regulation Section
1.409A-1(b)(4).  For the avoidance of doubt, in no event shall the
Severance, if payable, be subject to offset in respect of any claims by the
Company.




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b.          
Resignation.  Executive may terminate his employment at any time upon
thirty (30) days’ written notice provided to Company in accordance with Section
10 below, provided, that the Company may, in its sole discretion, waive such
notice period without payment in lieu thereof, and Executive shall be entitled
to receive the Accrued Obligations promptly or, in the case of benefits
described in Section 8(a)(iv) above, as such obligations become
due.




c.           Death;
Disability.  If Executive dies during the Term or his employment is
terminated due to his total and permanent disability (within the meaning of
Section 22(e)(3) of the Code) (“Disability”), Executive or his
estate, as applicable, shall be entitled to receive the Accrued Obligations
promptly or, in the case of benefits described in Section 8(a)(iv) above, as
such obligations become due.




d.          
Resignation for Good Reason. As used herein, “Good Reason” shall mean the
occurrence of any of the following, without Executive’s express written consent:
(i) a material reduction of Executive’s duties or responsibilities; (ii) a
material reduction by Company of Executive’s Base Compensation as in effect
immediately prior to such reduction; (iii) the relocation of Executive’s
principal work location to a facility or a location that constitutes a material
change in the geographic location at which Executive provides services (within
the meaning of Section 409A, as defined below); or (iv) a material breach by the
Company of Sections 3, 4, 5, 6 or 7 of this Agreement; provided, that no resignation
for Good Reason shall be effective unless and until (A) Executive has first
provided the Company with written notice specifically identifying the acts or
omissions constituting the grounds for “Good Reason” within thirty (30) days
after Executive has or should reasonably be expected to have had knowledge of
the occurrence thereof, (B) the Company has not cured such acts or omissions
within thirty (30) days of its actual receipt of such notice, and (C) the
effective date of Executive’s termination for Good Reason occurs no later than
ninety (90) days after the initial existence of the facts or circumstances
constituting Good Reason.




If
Executive's termination of employment is for "Good Reason" and is also a
Separation from Service, then Company shall have the same obligations as are set
forth in Section 8.a. above under the circumstance when a termination without
Cause is also a Separation from Service.




e.           Cause.  The
Company may terminate Executive’s employment for Cause by providing notice to
Executive in accordance with Section 10 below.  If the Company
terminates Executive’s employment for Cause, Executive shall be entitled to
receive the Accrued Obligations promptly or, in the case of benefits described
in Section 8(a)(iv) above, as such obligations become due.




f.           
Potential Six-Month Delay.  Notwithstanding anything to the contrary
in this Agreement, compensation and benefits that become payable in connection
with a termination of employment (if any), including without limitation any
Severance payments, shall be paid to Executive during the 6-month period
following his Separation from Service only to the extent that the Company
reasonably determines that paying such amounts at the time or times indicated in
this Agreement will not cause Executive to incur additional taxes under Code
Section 409A (together with Department of Treasury regulations issued
thereunder, “Section
409A”).  If the payment of any such amounts is delayed as a
result of the previous sentence, then on the first business day following the
end of such 6-month period (or such earlier date upon which such amount can be
paid under Section 409A without being subject to such additional taxes,
including as a result of Executive’s death), the Company shall pay to Executive
a lump-sum amount equal to the cumulative amount that would have otherwise been
payable to Executive during such 6-month period.




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g.           Release.  Executive’s
right to receive the Severance payments and benefits set forth in this Section 8
is conditioned on and subject to the execution and non-revocation by Executive
and the Company of a mutual, general release of claims in a form reasonably
acceptable to both parties, provided, however, that the Release shall not apply
to (i) claims by Executive against the Company in his capacity as an
optionholder or shareholder of the Company, or (ii) claims by the Company
against Executive for acts of fraud, embezzlement, breach of fiduciary duty or
other criminal acts.




h.           Termination
of Offices and Directorships.  Upon termination of Executive’s
employment for any reason, Executive shall be deemed to have resigned from all
offices and directorships, if any, then held with the Company or any affiliate,
and shall take all actions reasonably requested by the Company to effectuate the
foregoing, provided,
however, that if Executive’s employment terminates other than due to his
voluntary resignation, a termination by the Company for Cause or due to his
death or Disability, this Section 8(h) shall not apply to Executive’s service as
a member of the Board, which service shall be governed by the terms and
conditions applicable to such service prior to the Effective Date, and the
Company shall consider in good faith the continuation of Executive’s service on
the Board.  To the extent permissible under applicable law, including
without limitation, applicable fiduciary duties, if Executive’s service on the
Board is terminated in connection with his termination of employment, other than
due to a termination by the Company for Cause or Executive’s death or
Disability, the Company shall, contemporaneously with such termination, cause
Executive to serve (or to continue to serve) on the Company’s Advisory Board in
accordance with the SoCal Interim Bank Advisory Board Charter, as in effect from
time to time.




i.           Definitions.  For
purposes of this Agreement:




(1)           “Acquisition” means (i) any
consolidation or merger of the Company with or into any other corporation or
other entity or person in which the stockholders of the Company prior to such
consolidation or merger own, directly or indirectly, less than fifty percent
(50%) of the continuing or surviving entity’s voting power immediately after
such consolidation or merger, excluding any consolidation or merger effected
exclusively to change the domicile of the Company; or (ii) a sale or other
disposition of all or substantially all of the stock or assets of the
Company.




7




(2)           “Cause” shall mean (A)
Executive willfully fails to perform the duties which Executive is required to
perform hereunder, (B) Executive willfully engages in illegal activity which
materially adversely affects the Company’s reputation in the community or which
evidences Executive’s lack of fitness or ability to perform his duties as
reasonably determined by the Board in good faith, (C) Executive willfully
engages in the falsification of reports or makes material, intentional
misrepresentations or omissions of information supplied to PBB, SoCal or to
regulatory agencies, (D) Executive willfully commits any act which would cause
termination of coverage under PBB’s Bankers’ Blanket Bond, (E) Executive
willfully breaches a fiduciary duty, exhibits dishonesty or deliberately or
repeatedly disregards material policies or procedures of the Company, (F)
Executive willfully breaches this Agreement in any material respect, (G)
Executive willfully engages in conduct or acts of moral turpitude that are
materially injurious to the Company or any of its subsidiaries and affiliates,
(H) Executive is suspended or temporarily or permanently removed or prohibited
from participating in the conduct of the business of the Company by the FDIC,
DFI, FRB or any other banking authority, or (I) PBB is in default under the
provisions of 12 U.S.C. Section 1813(x)(1).  Notwithstanding the
foregoing, Executive’s employment with the Company shall not be deemed to have
been terminated for Cause unless the Company provides written notice to
Executive in accordance with Section 10 below of its intention to terminate his
employment for Cause, setting forth the specific facts or circumstances
constituting Cause and, in the case of facts or circumstances that are capable
of cure, Executive has either failed to cure, or has failed to take reasonable
steps toward curing, such facts or circumstances within fifteen days of such
notice (or, in the case that reasonable steps have been taken within fifteen
days of such notice, has failed to cure within forty-five days of such
notice).  In addition, notwithstanding any other provision of this
Agreement, the Company shall have no right to terminate Executive's employment
for “Cause” to the extent that the facts and/or circumstances relating to such
termination arise, in whole or in part, from the operation of the Company, or
any conduct by, or related to, the Company, or any parent, subsidiary or other
affiliate of the Company, in any case, occurring prior to the Effective
Date.




9.           INTERNAL
REVENUE CODE SECTION 280G.




a.           Gross-Up
Payment.  Anything in this Agreement to the contrary notwithstanding
and except as set forth below, in the event it shall be determined that any
Payment (as defined below) would be subject to the Excise Tax (as defined
below), then Executive shall be entitled to receive an additional payment (the
“Excise Tax Gross-Up
Payment”) in an amount equal to 50% of the Excise Tax.  For
purposes of determining the amount of any Excise Tax Gross-Up Payment, Executive
shall be considered to pay federal income tax at Executive’s actual marginal
rate of federal income taxation in the calendar year in which the Excise Tax
Gross-Up Payment is to be made and state and local income taxes at Executive’s
actual marginal rate of taxation in the state and locality of Executive’s
residence on the date on which the Excise Tax Gross-Up Payment is calculated for
purposes of this Section 9, net of Executive’s actual reduction in federal
income taxes which could be obtained from deduction of such state and local
taxes, and taking into consideration the phase-out of Executive’s itemized
deductions under federal income tax law.




b.           Determinations.  Subject
to the provisions of Section 9(c) below, all determinations required to be
made under this Section 9, including whether and when an Excise Tax Gross-Up
Payment is required, the amount of such Excise Tax Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made by
such nationally recognized accounting firm as may be selected by the Company
(the “Accounting Firm”);
provided, that the
Accounting Firm’s determination shall be made based upon “substantial authority”
within the meaning of Section 6662 of the Code.  The Accounting Firm
shall provide detailed supporting calculations both to the Company and Executive
within fifteen business days of the receipt of notice from Executive that there
has been a Payment or such earlier time as is requested by the
Company.  All fees and expenses of the Accounting Firm shall be borne
solely by the Company.  Any Excise Tax Gross-Up Payment, as determined
pursuant to this Section 9, shall be paid by the Company to Executive within
fifteen days of the receipt of the Accounting Firm’s
determination.  Any determination by the Accounting Firm shall be
binding upon the Company and Executive, unless the Company obtains an opinion of
outside legal counsel, based upon at least “substantial authority” within the
meaning of Section 6662 of the Code, reaching a different determination, in
which event such legal opinion shall be binding upon the Company and
Executive.  Notwithstanding anything herein to the contrary, in no
event shall any Excise Tax Gross-Up Payment to be paid by the Company under this
Section 9 be made later than the end of Executive’s taxable year next following
Executive’s taxable year in which Executive remits the related
taxes.  Any costs and expenses incurred by the Company on behalf of
Executive under this Section 9 due to any tax contest, audit or litigation will
be paid by the Company promptly, and in no event later than the end of
Executive’s taxable year following Executive’s taxable year in which the taxes
that are the subject of the tax contest, audit or litigation are remitted to the
taxing authority, or where as a result of such tax contest, audit or litigation
no taxes are remitted, the end of Executive’s taxable year following Executive’s
taxable year in which the audit is completed or there is a final and
non-appealable settlement or other resolution of the contest or
litigation.




c.           Notification;
Contest.  Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require payment by
the Company of the Excise Tax Gross-Up Payment.  Such notification
shall be given as soon as practicable, but no later than 15 business days after
Executive is informed in writing of such claim.  Executive shall
apprise the Company of the nature of such claim and the date on which such claim
is requested to be paid.  Executive shall not pay such claim prior to
the expiration of the 30-day period following the date on which Executive gives
such notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the Company
notifies Executive in writing prior to the expiration of such period that the
Company desires to contest such claim, Executive shall:




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(i)  give
the Company any information reasonably requested by the Company relating to such
claim,




(ii) take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,




(iii)
cooperate with the Company in good faith in order effectively to contest such
claim, and




(iv)
permit the Company to participate in any proceedings relating to such
claim;




provided, that the Company
shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such
contest.  Without limitation on the foregoing provisions of this
Section 9(c), the Company shall control all proceedings taken in connection with
such contest, and, at its sole discretion, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole
discretion, either direct Executive to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, that any extension
of the statute of limitations relating to payment of taxes for the taxable year
of Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount.




d.           Refund.  If,
after the receipt by Executive of an Excise Tax Gross-Up Payment, Executive
becomes entitled to receive any refund with respect to the Excise Tax to which
such Excise Tax Gross-Up Payment relates, Executive shall promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto).




e.          Excise
Tax Withholding.  Notwithstanding any other provision of this Section
9, the Company may, in its sole discretion, withhold and pay over to the
Internal Revenue Service or any other applicable taxing authority, for the
benefit of Executive, all or any portion of any Excise Tax Gross-Up Payment, and
Executive hereby consents to such withholding.




f.           Deduction
Loss.  For the avoidance of doubt, the the Company (and its successor)
shall be solely responsible for any loss of deductibility arising in connection
with Code Section 280G with respect to any Payments.




g.          Definitions.  The
following terms shall have the following meanings for purposes of this Section
9:




(i)          “Excise Tax” shall mean the
excise tax imposed by Section 4999 of the Code, together with any interest or
penalties imposed with respect to such excise tax.




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(ii)         “Parachute Value” of a Payment
shall mean the present value as of the date of the change of control for
purposes of Section 280G of the Code of the portion of such Payment that
constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as
determined by the Accounting Firm for purposes of determining whether and to
what extent the Excise Tax will apply to such Payment.




(iii)        “Payment” shall mean any
payment or distribution in the nature of compensation (within the meaning of
Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether paid
or payable pursuant to this Agreement or otherwise, but shall exclude any Excise
Tax Gross-Up Payment.




(iv)        “Safe Harbor Amount” shall mean
2.99 times Executive’s “base amount,” within the meaning of Section 280G(b)(3)
of the Code.




10.           NOTICE.  Any
notice or other communication required or permitted under this Agreement shall
be effective only if it is in writing and delivered personally or sent by fax,
email (followed by confirmation in writing) or registered or certified mail,
postage prepaid, addressed as follows (or if it is sent through any other method
agreed upon by the parties):




If
      to the Company:Belvedere
      SoCal
              199
      South Los Robles Ave.
              Suite
      110
              Pasadena,
      CA 91101
              Attention:
      Alan Lane
              Facsimile:
      (626) 395-7000
              E-mail:
      alane@probizbank.com




If to
Executive: to Executive’s most current home address on file with the Company’s
Human Resources Department, or to such other address as any party hereto may
designate by notice to the other in accordance with this Section 10, and shall
be deemed to have been given upon receipt.




11.           COVENANTS.




a.           Noncompetition,
Nonsolicitation and Nondisclosure by Executive.




(1)           Executive
hereby agrees that he shall not, during the Term, directly or indirectly,
whether as an employee, employer, consultant, agent, principal, stockholder,
officer, director, or in any other individual or representative capacity, engage
or participate in any competitive banking or financial services
business.




(2)           Executive
hereby agrees that he shall not, during the Term and for the nine (9)-month
period immediately following termination of Executive’s employment hereunder
(the “Restricted Period”), solicit, encourage or assist, directly, indirectly or
in any manner whatsoever, any employees of the Company or its affiliates or
subsidiaries (including any former employees who voluntarily terminated
employment with the Company within a twelve (12)-month period prior to
Executive’s termination of employment with the Company) to resign or to apply
for or accept employment with any other competitive banking or financial
services business within the counties in California in which the Company has
located its offices.  In addition, Executive hereby agrees that he
shall not, at any time, use any Proprietary Information (as defined below) to
solicit, encourage or assist, directly, indirectly or in any manner whatsoever,
any customer, person or entity that has a business relationship with the Company
or, during the twelve (12)-month period prior to Executive’s termination of
employment with the Company, was engaged in a business relationship with the
Company, to terminate such business relationship and engage in a business
relationship with any other competitive banking or financial services business
within the counties in California in which the Company


has
located its offices.




10




b.           Disclosure
of Information.  Executive shall not, at any time, without the prior
written consent of the Board or except as required by law to comply with legal
process including, without limitation, by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or
similar process, disclose to anyone any financial information, trade or business
secrets, customer lists, computer software or other information concerning the
business or operations of the Company or its affiliates or subsidiaries (the
“Proprietary Information”); provided, that Proprietary Information shall not
include information (i) in or which enters the public domain (other than by
breach of Executive’s obligations hereunder), (ii) acquired by Executive other
than in connection with his employment, or (iii) that is disclosed to Executive
by a third party who Executive reasonably believes is not obligated to the
Company to keep such information confidential.  Executive further
recognizes and acknowledges that any financial information concerning any
customers of the Company or its affiliates or subsidiaries is strictly
confidential and is a valuable, special and unique asset of the Company’s
business which also constitutes Proprietary Information.  Executive
shall not, at any time, without such consent or except as required by law,
disclose to anyone said financial information or any part thereof, for any
reason or purpose whatsoever.  In the event Executive is required by
law to disclose such information described in this Section 11(b), Executive will
provide the Company with prompt notice of such request so that it may consider
seeking a protective order.  If, in the absence of a protective order
or the receipt of a waiver hereunder, Executive is nonetheless, in the opinion
of counsel, compelled to disclose any of such information to any tribunal or any
other party, then Executive may disclose (on an “as needed” basis only) such
information to such tribunal or other party without liability
hereunder.  Notwithstanding the foregoing, Executive may disclose such
information concerning the business or operations of the Company and its
affiliates and subsidiaries as reasonably necessary in the proper performance of
Executive’s duties and responsibilities hereunder or as may be required by the
FRB, DFI, FDIC or other regulatory agency having jurisdiction over the
operations of the Company in connection with an examination of the Company or
other proceeding conducted by such regulatory agency.




c.           Non-Disparagement.  During
the Term and for a period of twelve (12) months following termination of this
Agreement and Executive’s employment hereunder, (i) Executive agrees that he
shall not publicly or privately disparage, defame or criticize the Company, its
shareholders, its affiliates, subsidiaries, officers or directors, and (ii) the
Company, and each of them, agrees that (i) none of its officers or directors
shall publicly or privately disparage, defame or criticize Executive, and (ii)
it will take reasonable steps, as determined in the sole discretion of the
Company, to discourage its employees from publicly or privately disparaging,
defaming or criticizing Executive.




11




d.           Written,
Printed or Electronic Material.  All written, printed and electronic
material, notebooks and records including, without limitation, computer disks
used by Executive in performing duties for the Company, other than Executive’s
personal address lists, telephone lists, notes and diaries, are and shall remain
the sole property of the Company.  Upon termination of Executive’s
employment or earlier request by the Company, Executive shall promptly return
all such materials (including all copies, extracts and summaries thereof) to the
Company.




e.           Breach
of Covenants.  Each party acknowledges that a breach by such party of
any of the covenants or restrictions contained in this Section 11 will cause
irreparable damage to other party, the exact amount of which will be difficult
to ascertain, and that the remedies at law for any such breach will be
inadequate.  Accordingly, each party agrees that if such party
breaches or attempts to breach any such covenants or restrictions, the other
party shall be entitled to temporary or permanent injunctive relief with respect
to any such breach or attempted breach (in addition to any other remedies, at
law or in equity, as may be available to such other party), without posting bond
or other security.




12.           INDEMNIFICATION.  The
Company and Executive acknowledge that they have entered into that certain
Indemnification Agreement dated February 27, 2008 ("Indemnification Agreement")
which shall govern all matters relating to indemnification of Executive by the
Company.




13.           REPRESENTATIONS.  Executive
hereby represents and warrants to the Company that (a) Executive is entering
into this Agreement voluntarily and that the performance of his obligations
hereunder will not violate any agreement between Executive and any other person,
firm, organization or other entity, and (b) Executive is not bound by the terms
of any agreement with any previous employer or other party to refrain from
competing, directly or indirectly, with the business of such previous employer
or other party that would be violated by his entering into this Agreement and/or
providing services to the Company pursuant to the terms of this
Agreement.




14.           CODE
SECTION 409A.  To the extent applicable, this Agreement shall be
interpreted in accordance with Section 409A.  Notwithstanding any
provision of this Agreement to the contrary, if at any time Executive and the
Company mutually determine that any payments or benefits payable hereunder may
be subject to Section 409A, the parties shall work together to adopt such
amendments to this Agreement or take any other actions that the parties
determine are necessary or appropriate to (i) exempt such payments and benefits
from Section 409A and/or preserve the intended tax treatment of such payments or
benefits, or (ii) comply with the requirements of Section 409A and thereby avoid
the application of penalty taxes under Section 409A.




12




15.           WITHHOLDING.  The
Company may withhold from any amounts payable under this Agreement such federal,
state, local or foreign taxes as shall be required to be withheld pursuant to
any applicable law or regulation.




16.           ENTIRE
AGREEMENT.  As of the Effective Date, this Agreement, together with
any Option Agreement(s) and the Indemnification Agreement, constitutes the
final, complete and exclusive agreement between Executive and the Company with
respect to the subject matter hereof and replaces and supersedes any and all
other agreements, offers or promises, whether oral or written, made to Executive
by the Company or any representative thereof.  Executive agrees that
any such agreement, offer or promise is hereby terminated and will be of no
further force or effect, and that upon his execution of this Agreement,
Executive will have no right or interest in or with respect to any such
agreement, offer or promise.




17.           AMENDMENT.  The
terms of this Agreement may not be amended or modified other than by a written
instrument executed by the parties hereto or their respective
successors.




18.           ACKNOWLEDGEMENT.  Executive
hereby acknowledges (a) that Executive has consulted with or has had the
opportunity to consult with independent counsel of his own choice concerning
this Agreement, and has been advised to do so by the Company, and (b) that
Executive has read and understands this Agreement, is fully aware of its legal
effect, and has entered into it freely based on his own judgment.




19.           GOVERNING
LAW.  This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to conflicts of laws
principles thereof.




20.           NO
WAIVER.  Failure by either party hereto to insist upon strict
compliance with any provision of this Agreement or to assert any right such
party may have hereunder shall not be deemed to be a waiver of such provision or
right or any other provision or right of this Agreement.




21.           ASSIGNMENT.  This
Agreement is binding on and for the benefit of the parties hereto and their
respective successors, heirs, executors, administrators and other legal
representatives.  Neither this Agreement nor any right or obligation
hereunder may be assigned by Executive.




22.           SEVERABILITY.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement.




23.           CONSTRUCTION.  The
parties hereto acknowledge and agree that each party has reviewed and negotiated
the terms and provisions of this Agreement and has had the opportunity to
contribute to its revision.  Accordingly, the rule of construction to
the effect that ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Agreement.  Rather, the terms
of this Agreement shall be construed fairly as to all parties hereto and not in
favor or against any party by the rule of construction
abovementioned.




13




24.           COUNTERPARTS.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which shall constitute one and the same
instrument.




25.           CAPTIONS.  The
captions of this Agreement are not part of the provisions hereof, rather they
are included for convenience only and shall have no force or
effect.




[SIGNATURE
PAGE FOLLOWS]




14




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.




EXECUTIVE:WILLIAM
      H. BARIBAULTSOCAL:BELVEDERE
      SOCALBy:Name:Title:PROFESSIONAL
      BUSINESS BANKBy:Name:Title:




15




BELVEDERE
SOCAL




2007
EQUITY INCENTIVE PLAN




STOCK
OPTION AGREEMENT





Time
Vested Option, Early Exercise Permitted





Pursuant
to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), Belvedere SoCal (the
“Company”), hereby
grants to the Optionee listed below (“Optionee”), an option to
purchase the number of shares of the Company’s Common Stock set forth below (the
“Option”), subject to
the terms and conditions of the Plan and this Stock Option Agreement (this
“Option Agreement”).
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.




I.
            NOTICE OF STOCK OPTION
      GRANT




Optionee:
            
            William
      BaribaultDate
      of Option Agreement:
            
            August 14,
      2008Date
      of Grant:
            
            February 27,
      2008Vesting
      Commencement Date:
            
            November 23,
      2007Exercise
      Price per Share:
            
            $15.00Total
      Number of Shares Granted:
            
            16,962Total
      Exercise Price:
            
            $254,430Term/Expiration
      Date:
            
            2/27/2018




Type of
Option:
            Non-Qualified
      Stock OptionExercise
      Schedule:
             ̈  Same
      as Vesting Schedule  ý  Early
      Exercise Permitted





Vesting
      Schedule:
            This
      Option is exercisable immediately, in whole or in part, at such times as
      are established by the Administrator, conditioned upon Optionee entering
      into a Restricted Stock Purchase Agreement with respect to any unvested
      Shares.  This Option or, if exercised prior to vesting, the
      Shares subject to this Option, shall vest, become exercisable and/or be
      released from the Company’s Repurchase Option, as set forth in the
      Restricted Stock Purchase Agreement attached hereto as Exhibit B-1,
      according to the following schedule:Subject
      to the Optionee’s continued employment with the Company, the Option or
      Shares, as applicable, shall vest in full on the fifth anniversary of the
      Vesting Commencement Date specified above (the “Vesting Date”), provided, however, that
      in the event that either an Acquisition or a Qualifying Public Offering
      occurs prior to the Vesting Date, then the exercisability and vesting of
      the Option or Shares, as applicable, shall be accelerated and the Option
      or Shares, as applicable, shall vest in full on the date on which the
      Acquisition or Qualifying Public Offering occurs and, provided, further, that if the
      Optionee’s employment with the Company terminates by reason of a
      termination of employment by the Company without Cause, by the Optionee
      for Good Reason or due to the Optionee’s death or Disability (each as
      defined in that certain employment agreement between the Company and
      Optionee of even date herewith), in any case, prior to the vesting of the
      Option or the Shares, as applicable, then the Option or the Shares, as
      applicable, shall thereupon vest with respect to that number of Shares
      determined by multiplying the number of unvested Shares subject to the
      Option or unvested Shares, as applicable, by a fraction, (i) the numerator
      of which equals the number of full months elapsed from the Date of Grant
      through the date of termination, and (ii) the denominator of which equals
      sixty (60).









For
      purposes of this Agreement:“Qualifying Public
      Offering” shall mean a sale (or the last in a series of sales) of
      Common Stock to the general public pursuant to one or more underwritten
      public offerings for cash in which either (i) holders of the Company’s
      Common Stock as of this Agreement’s Date of Grant have, in the aggregate
      such underwritten public offerings, sold more than fifty percent (50%) of
      the shares of Common Stock held by such holders, or (ii) (A) new primary
      shares of Common Stock comprising more than twenty-five percent (25%) of
      the Company’s total outstanding shares of Common Stock as of this
      Agreement’s Date of Grant are offered and (B) the average daily trading
      volume following such offering is greater than .5% of the Common Stock’s
      public float for twenty (20) consecutive trading days (the “Volume
      Condition”).  In the case of clause (ii) of the
      immediately preceding sentence, a Qualifying Public Offering shall be
      deemed to have occurred if and when the Volume Condition is
      satisfied.




2


Summary of Vesting1




Date/Event
            Percentage
      of Option or Shares VestedPrior
      to fifth anniversary of Vesting Commencement Date (no Acquisition or
      Qualifying Public Offering)
            0%Acquisition
      or Qualifying Public Offering prior to fifth anniversary of Vesting
      Commencement Date
            100%Fifth
      anniversary of Vesting Commencement Date
            100%Termination
      by Company without Cause, by the Optionee fo Good Reason or due to the
      Optionee’s Disability
            Pro
      rata as set forth above





Termination
      Period:
            Except
      in the event of a termination for Cause, this Option may be exercised, to
      the extent vested as of the date that Optionee’s employment with the
      Company terminates, for three (3) months after such termination of
      employment, or such longer period as may be applicable upon the death or
      Disability of Optionee as provided herein (or, if not provided herein,
      then as provided in the Plan), but in no event later than the
      Term/Expiration Date as set forth
above.





II.
            AGREEMENT




1.           Grant of
Option.  The Company hereby grants to the Optionee an Option to
purchase the number of shares of Common Stock (the “Shares”) set forth in the
Notice of Grant as defined above, at the exercise price per share set forth in
the Notice of Grant (the “Exercise
Price”).  Notwithstanding anything to the contrary anywhere
else in this Option Agreement, this grant of an Option is subject to the terms
and provisions of the Plan, which is
incorporated herein by reference.  Capitalized terms used but not
otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Plan.




2.           Exercise of
Option.  This Option is exercisable as follows:




(a)           Right to
Exercise.




(i)           This
Option shall be exercisable cumulatively according to the vesting schedule set
out in the Notice of Grant.  Alternatively, at the election of the
Optionee, this Option may be exercised in whole or in part at such times as are
established by the Administrator as to Shares which have not yet
vested.  For purposes of this Option Agreement, this Option, or, if
exercised prior to vesting, Shares subject to this Option, shall vest based on
Optionee’s continued employment with the Company.  Vested Shares shall
not be subject to the Company’s Repurchase Option (as set forth in the
Restricted Stock Purchase Agreement).


1 This
summary is qualified in its entirety by the Vesting Schedule
above.  In the event of any conflict, the Vesting Schedule will
control.


3




(ii)          As
a condition to exercising this Option for unvested Shares, the Optionee shall
execute the Restricted Stock Purchase Agreement.




(iii)         This
Option may not be exercised for a fraction of a Share.




(iv)         In
the event of Optionee’s death, Disability or other termination of the Optionee’s
employment with the Company, the exercisability of the Option shall be governed
by Sections 7, 8 and 9 hereof.




(v)          In
no event may this Option be exercised after the Term/Expiration Date of this
Option as set forth in the Notice of Grant.




(b)           Method of
Exercise.  This Option shall be exercisable by written notice
to the Company (in the form attached as Exhibit A) (the
“Exercise
Notice”).  The Exercise Notice shall state the number of Shares
for which the Option is being exercised, and such other representations and
agreements with respect to such Shares of Common Stock as may be required by the
Company pursuant to the provisions of the Plan.  The Exercise Notice
shall be signed by Optionee and, together with an executed copy of the
Restricted Stock Purchase Agreement, if applicable, shall be delivered in person
or by certified mail to the Secretary of the Company.  The Exercise
Notice and Restricted Stock Purchase Agreement shall be accompanied by payment
of the Exercise Price, including payment of
any applicable withholding tax.




No Shares
shall be issued pursuant to the exercise of an Option unless such issuance and
such exercise comply with all relevant provisions of all Applicable Laws and the
requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, for income tax purposes, the Shares
shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.




3.           
Optionee’s
Representations.  If the Shares purchasable pursuant to the
exercise of this Option have not been registered under the Securities Act at the
time this Option is exercised or have ceased to be so registered, or if the
Administrator otherwise requires, Optionee shall, concurrently with the exercise
of all or any portion of this Option, deliver to the Company his or her
Investment Representation Statement in the form attached hereto as Exhibit 
C.




4.           
Lock-Up
Period.  Optionee hereby agrees that, if so requested by the
Company or any representative of the underwriters (the “Managing Underwriter”) in
connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period
(or such longer period as may be requested in writing by the Managing
Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”)
following the effective date of a registration statement of the Company filed
under the Securities Act.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period and these restrictions shall be
binding on any transferee of such Shares.  Notwithstanding the
foregoing, the 180-day period may be extended for up to such number of
additional days as is deemed necessary by the Company or the Managing
Underwriter.




4




5.           
Method of
Payment.  Payment of the Exercise Price shall be by
any  of the following methods, or a combination thereof, at the
election of the Optionee:




(a)          cash;




(b)          check;




(c)          with
the consent of the Administrator, a full recourse promissory note bearing
interest (at no less than such rate as is a market rate of interest and which
then precludes the imputation of interest under the Code), payable upon such
terms as may be prescribed by the Administrator and structured to comply with
Applicable Laws;




(d)          with
the consent of the Administrator, surrender of other Shares of Common Stock of
the Company which have a Fair Market Value on the date of surrender equal to the
Exercise Price of the Shares as to which the Option is being
exercised;




(e)          with
the consent of the Administrator, surrendered Shares issuable upon the exercise
of the Option having a Fair Market Value on the date of exercise equal to the
aggregate Exercise Price of the Option or exercised portion
thereof;




(f)          
with the consent of the Administrator, property of any kind which constitutes
good and valuable consideration;




(g)        
  with the consent of the Administrator, delivery of a notice that the
Optionee has placed a market sell order with a broker with respect to Shares
then issuable upon exercise of the Option and that the broker has been directed
to pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate Exercise Price; provided, that payment of such
proceeds is then made to the Company upon settlement of such sale;
or




(h)      
    with the consent of the Administrator, any combination
of the foregoing methods of payment.




6.           Restrictions on
Exercise.  This Option may not be exercised until the Plan has
been approved by the stockholders of the Company.  If the issuance of
Shares upon such exercise or if the method of payment for such Shares would
constitute a violation of any Applicable Law, then the Option may not be
exercised.  The Company may require Optionee to make any
representation and warranty to the Company as may be required by any applicable
law or regulation before allowing the Option to be exercised.




7.           Termination of
Relationship.  If Optionee’s employment with the Company
terminates (other than by reason of a termination by the Company for Cause or
Optionee’s death or Disability), the Option, to the extent vested as of the date
of such termination of employment shall remain exercisable for the Termination
Period set out in the Notice of Grant (but in no event later than the
Term/Expiration Date as set forth in the Notice of Grant).  To the
extent that the Option is not vested on the date on which Optionee’s employment
with the Company terminates, or if Optionee does not exercise this Option within
the time specified herein, the Option shall terminate.




5




8.           Termination for
Cause.  If Optionee’s employment with the Company terminates by
reason of a termination by the Company for Cause, the Option shall terminate as
of the start of business on the date of Optionee’s termination, regardless of
whether the Option is then vested and/or exercisable with respect to any
Shares.




9.           Disability of
Optionee.  If Optionee’s employment with the Company terminates
as a result of his or her Disability, the Option, to the extent vested as of the
date of such termination, shall remain exercisable for twelve (12) months
following such date (and in no event later than the Term/Expiration Date set
forth in the Notice of Grant).  To the extent that the Option is not
vested at the date on which Optionee’s employment with the Company terminates or
if Optionee does not exercise such Option within the time specified herein, the
Option shall terminate.




10.         Death of
Optionee.  If Optionee’s employment with the Company terminates
as a result of his or her death, the Option, to the extent vested as of the date
of death, shall remain exercisable for twelve (12) months following the
date of death (and in no event later than the Term/Expiration Date set forth in
the Notice of Grant) by Optionee’s estate or by a person who acquires the right
to exercise the Option by bequest or inheritance.  To the extent that
the Option is not vested on the date of Optionee’s death or if the Option is not
exercised within the time specified herein, the Option shall
terminate.




11.         Non-Transferability of
Option.  This Option may not be transferred in any manner
except by will or by the laws of descent or distribution.  It may be
exercised during the lifetime of Optionee only by Optionee.  The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.




12.         Term of
Option.  This Option may be exercised only within the term set
out in the Notice of Grant.




13.         Restrictions on
Shares.  Optionee hereby agrees that Shares purchased upon the
exercise of the Option shall be subject to such terms and conditions as the
Administrator shall determine in its sole discretion, including, without
limitation, restrictions on the transferability of Shares, the right of the
Company to repurchase Shares, and a right of first refusal in favor of the
Company with respect to permitted transfers of Shares.  Such terms and
conditions may, in the Administrator’s sole discretion, be contained in the
Exercise Notice with respect to the Option or in such other agreement as the
Administrator shall determine and which the Optionee hereby agrees to enter into
at the request of the Company.




(Signature
Page Follows)


6


This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute one document.






BELVEDERE
      SOCALBy: /s/Alan J.
      LaneName: Alan J.
      LaneTitle:   Executive
      Chairman




OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION AND ANY UNVESTED SHARES
ISSUED UNDER OR IN CONNECTION WITH THIS AGREEMENT  IS EARNED ONLY BY
CONTINUING EMPLOYMENT WITH THE COMPANY AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS AGREEMENT, NOR IN THE COMPANY’S 2007 EQUITY INCENTIVE PLAN, AS AMENDED FROM
TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT STATUS BY THE
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE AND WITH OR WITHOUT PRIOR NOTICE.




Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof.  Optionee hereby
accepts this Option subject to all of the terms and provisions
hereof.  Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the
Option.  Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Option.  Optionee further agrees to
notify the Company upon any change in the residence address indicated
below.






Dated:OPTIONEEResidence
      Address:




7


EXHIBIT
A




BELVEDERE
SOCAL




2007
EQUITY INCENTIVE PLAN




EXERCISE
NOTICE




Belvedere
SoCal


[Address]


Attention:
Stock Administration




1.            
Exercise of
Option.  Effective as of today, ___________, _____, the
undersigned (“Optionee”)
hereby elects to exercise Optionee’s option to purchase _________ shares of the
Common Stock (the “Shares”) of Belvedere SoCal
(the “Company”), under
and pursuant to the Belvedere SoCal 2007 Equity Incentive
Plan, as amended from time to time (the “Plan”) and the Stock Option
Agreement dated _________________________ (the “Option
Agreement”).  Capitalized terms used herein without definition
shall have the meanings given in the Option Agreement.




Date
      of Grant:Vesting
      Commencement Date:Number
      of Shares as to which Option is Exercised:Exercise
      Price per Share:
            
            $Total
      Exercise Price:
            
            $Certificate
      to be issued in name of:Cash
      Payment delivered herewith:
             ̈
            $Other
      form of consideration delivered herewith:
             ̈
            Form
      of Consideration:
              $




Type of Option:[Non-Qualified
Stock Option]





2.            
Representations of
Optionee.  Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement.  Optionee
agrees to abide by and be bound by their terms and
conditions.  Optionee is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the
Securities.  Optionee is acquiring these Securities for investment for
Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities
Act.




3.          
  Rights as
Stockholder.  Until the stock certificate evidencing Shares
purchased pursuant to the exercise of the Option is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to Shares subject to the Option,
notwithstanding the exercise of the Option.  The Company shall issue
(or cause to be issued) such stock certificate promptly after the Option is
exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 14 of the Plan.




8




Optionee
shall enjoy rights as a stockholder until such time as Optionee disposes of the
Shares.  Upon such exercise, Optionee shall have no further rights as
a holder of the Shares so purchased except the right to receive payment for the
Shares so purchased in accordance with the provisions of this Agreement, and
Optionee shall forthwith cause the certificate(s) evidencing the Shares so
purchased to be surrendered to the Company for transfer or
cancellation.




4.            
Transfer
Restrictions.  Any transfer or sale of the Shares is subject to
restrictions on transfer imposed by any applicable state and federal securities
laws.  Any Transfer or attempted Transfer of any of the Shares not in
accordance with the terms of this Agreement, shall be void and the Company may
enforce the terms of this Agreement by stop transfer instructions or similar
actions by the Company and its agents or designees.




5.            
Tax
Consultation.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee’s purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any
tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.




6.            
Conformity to
Securities Laws.  Optionee acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions of
all Applicable Laws (including, but not limited to the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities
and Exchange Commission thereunder, including without limitation the applicable
exemptive conditions of Rule 16b-3 under the Exchange Act) and to such approvals
by any listing, regulatory or other governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith.  Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the Shares are issued, only in such a manner as to
conform to such laws, rules and regulations.  To the extent permitted
by applicable law, the Plan, this Agreement and the Shares shall be deemed
amended to the extent necessary to conform to such laws, rules and
regulations.




7.            
Successors and
Assigns.  The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the
benefit of the successors and assigns of the Company.  Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.




8.            
Interpretation.  Any
dispute regarding the interpretation of this Agreement shall be submitted by
Optionee or by the Company forthwith to the Administrator, which shall review
such dispute at its next regular meeting.  The resolution of such a
dispute by the Administrator shall be final and binding on the Company and on
Optionee.




9




9.            
Governing Law;
Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.




10.           Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States mail by certified mail, with postage and fees prepaid, addressed to the
other party at its address as shown below beneath its signature, or to such
other address as such party may designate in writing from time to time to the
other party.




11.           Further
Instruments.  The Optionee hereby agrees to execute such
further instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Agreement, including,
without limitation, the Investment Representation Statement in the form attached
to the Option Agreement as Exhibit
C.




12.           Delivery of
Payment.  The Optionee herewith delivers to the Company the
full Exercise Price for the Shares, as well as any applicable withholding
tax.




13.           Entire
Agreement.  The Plan and Option Agreement are incorporated
herein by reference.  This Agreement, the Plan, the Option Agreement,
the Investment Representation Statement and the Restricted Stock Purchase
Agreement, if applicable, together with any additional documents containing
Holder representations as may be required by the Administrator, constitute the
entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof.




Accepted
      by:
            Submitted
      by:BELVEDERE
      SOCAL
            OPTIONEEBy:OptioneeName:Title:
            Address:


10


EXHIBIT
B-1







BELVEDERE
SOCAL





2007
EQUITY INCENTIVE PLAN





RESTRICTED
STOCK PURCHASE AGREEMENT




THIS
RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made between
______________ (the “Purchaser”) andBelvedere SoCal (the
“Company”), as of
__________________, ______.





RECITALS





(1)           Pursuant
to the exercise of the Option granted to Purchaser under the Company’s 2007
Equity Incentive Plan (the “Plan”) and pursuant to the
Stock Option Agreement (the “Option Agree­ment”) dated
_________________, by and between the Company and Purchaser with respect to such
grant, which Option Agreement is hereby incorporated by reference, Purchaser has
elected to purchase _________ of those shares which have not become vested under
the vesting schedule set forth in the Option Agreement (“Unvested
Shares”).  The Unvested Shares and the shares subject to the
Option Agreement which have become vested are sometimes collectively referred to
herein as the “Shares”. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the Option Agreement
or the Plan.





(2)           As
required by the Option Agreement, as a condition to Purchaser’s election to
exercise the option, Purchaser must execute this Agreement, which sets forth the
rights and obligations of the parties with respect to Shares acquired upon
exercise of the Option.





1.           Repurchase
Option.





(a)           If
Purchaser’s employment with the Company terminates for any reason, including
without limitation, for cause, without cause, or due to death or
Disabi­lity, the Company or its assignee shall have the right and option to
purchase from Purchaser, or Purchaser’s personal representative, as the case may
be, all of Purchaser’s Unvested Shares as of the date of such termination at a
price equal to the lower of the exercise price paid by Purchaser for such Shares
in connection with the exercise of the Option or the Fair Market Value of such
shares on the date Purchaser ceases to be employed by the Company (the “Repurchase
Option”).





(b)           The
Company may exercise its Repurchase Option by deliver­ing, personally or by
regis­tered mail, to Purchaser (or his or her transferee or legal
represen­tative, as the case may be), within ninety (90) days of the date on
which Purchaser’s employment with the Company terminates, a notice in writing
indicating the Company’s inten­tion to exercise the Repurchase Option and
setting forth a date for closing not later than thirty (30) days from the
mailing of such notice. The closing shall take place at the Company’s
office.  At the closing, the holder of the certifi­cates for the
Unvested Shares being trans­ferred shall deliver the stock cer­tificate
or certificates evidencing the Unvested Shares, and the Company shall deliver
the purchase price therefor.




11




(c)           At
its option, the Company may elect to make payment for the Unvested Shares at a
bank selected by the Company.  The Company shall avail itself of this
option by a notice in writing to Pur­chaser stat­ing the name and
address of the bank, date of closing, and waiving the closing at the Company’s
office.





(d)           If
the Company does not elect to exercise the Repurchase Option conferred above by
giving the requisite notice within ninety (90) days following the date on which
Purchaser’s employment with the Company terminates, the Repurchase Option shall
terminate.





(e)           One
hundred percent (100%) of the Unvested Shares shall initially be subject to the
Repurchase Option.  The Unvested Shares shall be released from the
Repurchase Option in accordance with the Vesting Schedule set forth in the
Notice of Grant until all Shares are released from the Repurchase
Option.  Fractional Shares shall be rounded to the nearest whole
share.





2.           Transferability of the
Shares; Escrow.





(a)           Purchaser
hereby authorizes and directs the secretary of the Company, or such other person
designated by the Company from time to time, to transfer the Unvested Shares as
to which the Repurchase Option has been exercised from Purchaser to the
Company.





(b)           To
insure the availability for delivery of Purchaser’s Unvested Shares upon
repurchase by the Company pursuant to the Repurchase Option under
Section 1, Purchaser hereby appoints the secretary, or any other person
designated by the Company from time to time as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested
Shares, if any, repurchased by the Company pursuant to the Repurchase Option and
shall, upon execution of this Agreement, deliver and deposit with the secretary
of the Company, or such other person designated by the Company from time to
time, the share certificate(s) representing the Unvested Shares, together with
the stock assignment duly endorsed in blank, attached hereto as Exhibit
B-2.  The Unvested Shares and stock assignment shall be held by
the secretary in escrow, pursuant to the Joint Escrow Instructions of the
Company and Purchaser attached as Exhibit B-3
hereto, until the Company exercises its Repurchase Option as provided in
Section 1, until such Unvested Shares are vested, or until such time as
this Agreement no longer is in effect.  As a further condition to the
Company’s obligations under this Agreement, the spouse of Purchaser, if any,
shall execute and deliver to the Company the Consent of Spouse attached hereto
as Exhibit
B-4.  Upon vesting of the Unvested Shares, the escrow agent
shall promptly deliver to Purchaser the certificate or certificates representing
such Shares in the escrow agent’s possession belonging to Purchaser, and the
escrow agent shall be discharged of all further obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.




12




(c)           The
Company, or its designee, shall not be liable for any act it may do or omit to
do with respect to holding the Shares in escrow and while acting in good faith
and in the exercise of its judgment.





(d)           Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any
applicable state and federal securities laws.  Any transferee shall
hold such Shares subject to all of the provisions hereof and the Exercise Notice
executed by Purchaser with respect to any Unvested Shares purchased by Purchaser
and shall acknowledge the same by signing a copy of this
Agreement.  Any transfer or attempted transfer of any of the Shares
not in accordance with the terms of this Agreement shall be void and the Company
may enforce the terms of this Agreement by stop transfer instructions or similar
actions by the Company and its agents or designees.





3.           Ownership, Voting Rights,
Duties.  This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as
specifically provided herein.





4.           Legend.  Any
certificates representing Unvested Shares pursuant to this Agreement shall,
until all restrictions lapse, bear the following legend or legend substantially
similar thereto:




“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO FORFEITURE, REACQUISITION AND/OR CERTAIN RESTRICTIONS
ON TRANSFERABILITY UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK PURCHASE
AGREEMENT BY AND BETWEEN BELVEDERE SOCAL AND THE REGISTERED OWNER OF SUCH
SECURITIES, AND SUCH SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”





5.           Holding
Period.  Notwithstanding any provision of this Agreement to the
contrary, in the event that the purchase of the Unvested Shares is not exempt
under Section 16 of the Exchange Act on the date of purchase, the Unvested
Shares may not be sold, assigned or otherwise transferred or exchanged until at
least six months and one day have elapsed from the date of
purchase.





6.           Adjustment.  All
references to the number of Shares and the purchase price of the Shares in this
Agreement shall be appropriately adjusted in accordance with Section 14 of the
Plan to reflect any event described in Section 14 of the Plan occurring after
the date of this Agreement.





7.           Notices.  Notices
required hereunder shall be given in person or by registered mail to the address
of Purchaser shown on the records of the Company, and to the Company at its
principal executive office.





8.           Survival of
Terms.  This Agreement shall apply to and bind Purchaser and
the Company and their respective permitted as­signees and transferees,
heirs, legatees, executors, administrators and legal successors.




13




9.           Section 83(b) Election for
Unvested Shares Purchased Pursuant to a Non-Qualified Stock
Option.  Purchaser hereby acknowledges that he or she has been
informed that, with respect to the exercise of a Non-Qualified Stock Option for
Unvested Shares, unless an election is filed by Purchaser with the Internal
Revenue Service and, if necessary, the proper state taxing authorities, within thirty (30)
days after the purchase of the Shares, electing pursuant to Section 83(b)
of the Code (and similar state tax provisions if applicable) to be taxed
currently on any difference between the purchase price of the Shares and their
Fair Market Value on the date of purchase, there will generally be a recognition
of taxable income to the Purchaser, measured by the excess, if any, of the fair
market value of the Shares, at the time the Company’s Repurchase Option lapses
over the purchase price paid for the Shares.  Purchaser represents
that Purchaser has consulted any tax consultant(s) Purchaser deems advisable in
connection with the purchase of the Shares or the filing of the Election under
Section 83(b) and similar tax provisions.





PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS
THE COMPANY OR ITS REPRESEN­TATIVE TO MAKE THIS FILING ON PURCHASER’S
BEHALF.





10.           Representations.  Purchaser
has reviewed with his or her own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by
this Agree­ment.  Purchaser is relying solely on such advisors and
not on any state­ments or represen­tations of the Company or any of its
agents.  Purchaser understands that Purchaser (and not the Company)
shall be responsible for his or her own tax liability that may arise as a result
of this investment or the transactions contem­plated by this
Agreement.





11.           Governing Law;
Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.





(Signature
Page Follows)


14


Purchaser
represents that he or she has read this Agreement and is familiar with its terms
and provisions.  Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or inter­preta­tions of the Board
upon any questions arising under this Agreement.




IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.




BELVEDERE
      SOCALBy:Name:Title:PURCHASERBy:Name:Address:




15


EXHIBIT
B-2





ASSIGNMENT
SEPARATE FROM CERTIFICATE




FOR VALUE
RECEIVED I, ______________, hereby sell, assign and transfer unto 
(__________) shares of the Common Stock of Belvedere SoCal registered in my name
on the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint 
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.





This
Assignment Separate from Certificate may be used only in accordance with the
Restricted Stock Purchase Agreement between Belvedere SoCal and the undersigned
dated ______________, _____.







Dated:
      _______________, ________Signature:








INSTRUCTIONS:  Please do not fill in any
blanks other than the signature line.  The purpose of this assignment
is to enable the Company to exercise the Repurchase Option, as set forth in the
Restricted Stock Purchase Agreement, without requiring additional signatures on
the part of Purchaser.


16





EXHIBIT
B-3





JOINT
ESCROW INSTRUCTIONS




,
____


Secretary


Belvedere
SoCal


[________________]


[________________]





As Escrow
Agent for both Belvedere SoCal (together with any assignee of Belvedere SoCal,
the “Company”) and the
undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the
Company and the undersigned, in accordance with the following
instructions:





1.           In
the event the Company exercises the Company’s Repurchase Option set forth in the
Agreement, the Company shall give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the purchase price,
and the time for a closing hereunder at the principal office of the Company or,
at the election of the Company, at a Bank of the Company’s
choosing.  Purchaser and the Company hereby irrevocably authorize and
direct you to close the transac­tion contemplated by such notice in
accordance with the terms of said notice.





2.           At
the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or a combination thereof) for the number of shares of stock being
purchased pursuant to the exercise of the Company’s Repurchase
Option.





3.           Purchaser
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser
does hereby irrevocably constitute and appoint you as Purchaser’s
attorney-in-fact and agent for the term of this escrow to execute, with respect
to such securities, all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities.  Subject to the provisions of this paragraph 3,
Purchaser shall exercise all rights and privileges of a stockholder of the
Company while the stock is held by you.





4.           Upon
written request of Purchaser, but no more than once per calendar year, unless
the Company’s Repurchase Option has been exercised, you will deliver to
Purchaser a certificate or certificates representing the number of shares of
stock as are not then subject to the Company’s Repurchase
Option.  Within one hundred twenty (120) days after Purchaser’s
employment with the Company terminates, you will deliver to Purchaser a
certificate or certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company or its
assignees pursuant to exercise of the Company’s Repurchase Option.




17




5.           If,
at the time of termination of this escrow, you should have in your possession
any documents, securities, or other prop­erty belonging to Purchaser, you
shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.





6.           Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.





7.           You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You
shall not be person­ally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.





8.           You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and are hereby expressly authorized to comply
with and obey orders, judgments or decrees of any court.  In case you
obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.





9.           You
shall not be liable in any respect on account of the identity, authorities or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.





10.         You
shall not be liable for the expiration of any rights under any applicable state,
federal or local statute of limita­tions or similar statute or regulation
with respect to these Joint Escrow Instructions or any documents deposited with
you.





11.         You
shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.





12.         Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to
be an officer or agent of the Company or if you shall resign by written notice
to each party.  In the event of any such termination, the Company
shall appoint a successor Escrow Agent.




18




13.         If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.





14.         It
is understood and agreed that, should any dispute arise with respect to the
delivery and/or ownership or right of posses­sion of the securities held by
you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.





15.         Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at such
addresses as a party may designate by written notice to each of the other
parties hereto.





16.         By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.





17.         This
instrument shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.





18.         These
Joint Escrow Instructions shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, excluding that body of law
pertaining to conflicts of law.





(Signature
Page Follows)


19


IN
WITNESS WHEREOF, these Joint Escrow Instructions shall be effective as of the
date first set forth above.







BELVEDERE
      SOCALBy:Name:Title:PURCHASER:By:Name:Address:ESCROW
      AGENT:By:Name:Title:




20


EXHIBIT
B-4





CONSENT
OF SPOUSE




I,
____________________, spouse of _____________, have read and approve the
Restricted Stock Purchase Agreement dated ___________, _____, between my spouse
and Belvedere SoCal.  In consideration of granting of the right to my
spouse to purchase shares of Belvedere SoCal set forth in the Restricted Stock
Purchase Agreement, I hereby appoint my spouse as my attorney-in-fact in respect
to the exercise of any rights under the Agreement and agree to be bound by the
provisions of the Restricted Stock Purchase Agreement insofar as I may have any
rights in said Restricted Stock Purchase Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital
prop­erty in effect in the state of our residence as of the date of the
signing of the foregoing Restricted Stock Purchase Agreement.








Dated:
      _______________, ______Signature of
      Spouse




21


EXHIBIT C2




INVESTMENT
REPRESENTATION STATEMENT






OPTIONEE
            :
            [NAME]COMPANY
            :
            Belvedere
      SoCalSECURITY
            :
            Common
    StockAMOUNT
            :
            ___________________DATE
            :
            ___________________





In connection with the purchase of the
above-listed shares of Common Stock (the “Securities”) of
Belvedere SoCal. (the “Company”), the
undersigned (the “Optionee”) represents
to the Company the following:




(a)           Optionee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Optionee is
acquiring these Securities for investment for Optionee’s own account only and
not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).




(b)           Optionee
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Optionee’s investment
intent as expressed herein.  Optionee understands that the Securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is
available.  Optionee further acknowledges and understands that the
Company is under no obligation to register the Securities.  Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state
securities laws.




(c)           Optionee
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of “restricted securities” acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to Optionee, the exercise
will be exempt from registration under the Securities Act.  In the
event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90)
days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144, including,
in the case of an affiliate, (i) the resale being made through a broker in
an unsolicited “broker’s transaction” or in transactions directly with a
market maker (as said term is defined under the Securities Exchange Act of
1934), (ii)  the availability of certain public information about the
Company, (iii) the amount of Securities being sold during any three (3) month
period not exceeding the limitations specified in Rule 144(e), and (iv) the
timely filing of a Form 144, if applicable.


2 This
statement may not be necessary if shares have ceased to be registered under the
Securities Act at the time of exercise.
 22




In the
event that the Company does not qualify under Rule 701 at the time of grant
of the Option, then the Securities may be resold beginning ninety (90) days
after the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934 in certain
limited circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than six months  after the
later of the date the Securities were sold by the Company or the date the
Securities were sold by an affiliate of the Company, within the meaning of
Rule 144 and the availability of certain public information about the
Company (subject to certain exceptions); and, in the case of a sale of the
Securities by an affiliate,  the satisfaction of the conditions set
forth in sections (i), (ii), (iii) and (iv) of the paragraph immediately
above.




(d)           Optionee
further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own
risk.  Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.




(e)           Optionee
understands and acknowledges that the Company will rely upon the accuracy and
truth of the foregoing representations and Optionee hereby consents to such
reliance.






Signature
      of Optionee:Date:
      ______________________




23




BELVEDERE
SOCAL
  2007
EQUITY INCENTIVE PLAN
  STOCK
OPTION AGREEMENT
 
 Performance
Vested Option, Early Exercise Permitted
 
 Pursuant
to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), Belvedere SoCal (the
“Company”), hereby
grants to the Optionee listed below (“Optionee”), an option to
purchase the number of shares of the Company’s Common Stock set forth below (the
“Option”), subject to
the terms and conditions of the Plan and this Stock Option Agreement (this
“Option Agreement”).
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.
  I.
              NOTICE OF STOCK OPTION
      GRANT
  Optionee:
              
              William
      BaribaultDate
      of Option Agreement:
              
              August 14,
      2008Date
      of Grant:
              
              February 27,
      2008Vesting
      Commencement Date:
              
              November 23,
      2007Exercise
      Price per Share:
              
              $15.00Total
      Number of Shares Granted:
              
              49,887Total
      Exercise Price:
              
              $748,305.00Term/Expiration
      Date:
              
              2/27/2018Qualifying
      Acquisition Price Per Share
              
              $44.00Trading
      Target Price Per Share
              
              $44.00
 
 Type of Option:
              Non-Qualified
      Stock OptionExercise
      Schedule:
               ̈  Same
      as Vesting Schedule  ý  Early
      Exercise Permitted
 
 Vesting
      Schedule:
              This
      Option is exercisable immediately, in whole or in part, at such times as
      are established by the Administrator, conditioned upon Optionee entering
      into a Restricted Stock Purchase Agreement with respect to any unvested
      Shares.  This Option or, if exercised prior to vesting, the
      Shares subject to this Option, shall vest, become exercisable and/or be
      released from the Company’s Repurchase Option, as set forth in the
      Restricted Stock Purchase Agreement attached hereto as Exhibit B-1,
      according to the following schedule:Subject
      to the Optionee’s continued employment with the Company, the Option or
      Shares, as applicable, shall vest in full on the seventh anniversary of
      the Vesting Commencement Date specified above (the “Vesting Date”), provided, however, that
      in the event that either a Qualifying Acquisition occurs or the Trading
      Price Target is achieved prior to the Vesting Date, then the
      exercisability and vesting of the Option or Shares, as applicable, shall
      be accelerated and the Option or Shares, as applicable, shall vest in full
      on the date on which the Qualifying Acquisition occurs or the Trading
      Price Target is achieved,provided, further, that if the
      Optionee ceases to be employed by the Company by reason of a termination
      of employment by the Company without Cause, by Optionee for Good Reason or
      due to the Optionee’s death or Disability (each as defined in that certain
      employment agreement between the Company and Optionee of even date
      herewith), in any case,  prior to the vesting of the Option or
      the Shares, as applicable, then the Option or the Shares, as applicable
      shall thereupon vest with respect to that number of Shares determined by
      multiplying the number of unvested Shares subject to the Option or
      unvested Shares, as applicable, by a fraction, (i) the numerator of which
      equals the number of full months elapsed from the Date of Grant through
      the date of termination, and (ii) the denominator of which equals
      eighty-four (84).
  
  For
      purposes of this Agreement:“Qualifying Public
      Offering” shall mean a sale (or the last in a series of sales) of
      Common Stock to the general public pursuant to one or more underwritten
      public offerings for cash in which either (i) holders of the Company’s
      Common Stock as of this Agreement’s Date of Grant have, in the aggregate
      of such underwritten public offerings, sold more than fifty percent (50%)
      of the shares of Common Stock held by such holders, or (ii) (A) new
      primary shares of Common Stock comprising more than twenty-five percent
      (25%) of the Company’s total outstanding shares of Common Stock as of this
      Agreement’s Date of Grant are offered and (B) the average daily trading
      volume following such offering is greater than .5% of the Common Stock’s
      public float for twenty (20) consecutive trading days (the “Volume
      Condition”).  In the case of clause (ii) of the
      immediately preceding sentence, a Qualifying Public Offering shall be
      deemed to have occurred if and when the Volume Condition is
      satisfied.“Qualifying Acquisition”
      shall mean an Acquisition in which the price per share of Common Stock
      paid by the acquiror in such Acquisition transaction, as determined by the
      Board, is greater than or equal to the Qualifying Acquisition Price Per
      Share, as specified above.“Trading Price Target”
      shall be deemed to have been achieved if and when, following a Qualifying
      Public Offering, the closing trading price of a share of Common Stock on
      the Principal Exchange is greater than or equal to the Trading Price
      Target Per Share, as specified above, for each trading day during a period
      of twenty (20) consecutive trading
days.
  2
  Summary of Vesting1
  Date/Event
              Percentage
      of Option or Shares VestedPrior
      to seventh anniversary of Vesting Commencement Date (no Qualifying
      Acquisition nor achievement of the Trading Price Target Per
      Share)
              0%Qualifying
      Acquisition or achievement of the Trading Price Target Per Share prior to
      seventh anniversary of Vesting Commencement Date
              100%Seventh
      anniversary of Vesting Commencement Date
              100%Termination
      by Company without Cause, by Optionee for Good Reason or due to Optionee’s
      death or Disability
              Pro
      rata as set forth above
 
 Termination
      Period:
              Except
      in the event of a termination for Cause, this Option may be exercised, to
      the extent vested as of the date that Optionee’s employment with the
      Company terminates, for three (3) months after such termination of
      employment, or such longer period as may be applicable upon the death or
      Disability of Optionee as provided herein (or, if not provided herein,
      then as provided in the Plan), but in no event later than the
      Term/Expiration Date as set forth
above.
 
 II.
              AGREEMENT
  1.           Grant of
Option.  The Company hereby grants to the Optionee an Option to
purchase the number of shares of Common Stock (the “Shares”) set forth in the
Notice of Grant as defined above, at the exercise price per share set forth in
the Notice of Grant (the “Exercise
Price”).  Notwithstanding anything to the contrary anywhere
else in this Option Agreement, this grant of an Option is subject to the terms
and provisions of the Plan, which is
incorporated herein by reference.   Capitalized terms used but
not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Plan.
  2.           Exercise of
Option.  This Option is exercisable as follows:
  (a)           Right to
Exercise.
 
 1
  3
  (i)           
This Option shall be exercisable cumulatively according to the vesting schedule
set out in the Notice of Grant.  Alternatively, at the election of the
Optionee, this Option may be exercised in whole or in part at such times as are
established by the Administrator as to Shares which have not yet
vested.  For purposes of this Option Agreement, this Option, or, if
exercised prior to vesting, Shares subject to this Option, shall vest based on
Optionee’s continued employment with the Company.  Vested Shares shall
not be subject to the Company’s Repurchase Option (as set forth in the
Restricted Stock Purchase Agreement).
  (ii)           As
a condition to exercising this Option for unvested Shares, the Optionee shall
execute the Restricted Stock Purchase Agreement.
  (iii)          This
Option may not be exercised for a fraction of a Share.
  (iv)          In
the event of Optionee’s death, Disability or other termination of the Optionee’s
employment with the Company, the exercisability of the Option shall be governed
by Sections 7, 8 and 9 hereof.
  (v)           In
no event may this Option be exercised after the Term/Expiration Date of this
Option as set forth in the Notice of Grant.
  (b)           Method of
Exercise.  This Option shall be exercisable by written notice
to the Company (in the form attached as Exhibit A) (the
“Exercise
Notice”).  The Exercise Notice shall state the number of Shares
for which the Option is being exercised, and such other representations and
agreements with respect to such Shares of Common Stock as may be required by the
Company pursuant to the provisions of the Plan.  The Exercise Notice
shall be signed by Optionee and, together with an executed copy of the
Restricted Stock Purchase Agreement, if applicable, shall be delivered in person
or by certified mail to the Secretary of the Company.  The Exercise
Notice and Restricted Stock Purchase Agreement shall be accompanied by payment
of the Exercise Price, including payment of
any applicable withholding tax.
  No Shares
shall be issued pursuant to the exercise of an Option unless such issuance and
such exercise comply with all relevant provisions of all Applicable Laws and the
requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, for income tax purposes, the Shares
shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.
  3.            
Optionee’s
Representations.  If the Shares purchasable pursuant to the
exercise of this Option have not been registered under the Securities Act at the
time this Option is exercised or have ceased to be so registered, or if the
Administrator otherwise requires, Optionee shall, concurrently with the exercise
of all or any portion of this Option, deliver to the Company his or her
Investment Representation Statement in the form attached hereto as Exhibit 
C.
  4.            
Lock-Up
Period.  Optionee hereby agrees that, if so requested by the
Company or any representative of the underwriters (the “Managing Underwriter”) in
connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period
(or such longer period as may be requested in writing by the Managing
Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”)
following the effective date of a registration statement of the Company filed
under the Securities Act.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period and these restrictions shall be
binding on any transferee of such Shares.  Notwithstanding the
foregoing, the 180-day period may be extended for up to such number of
additional days as is deemed necessary by the Company or the Managing
Underwriter.
  4
  5.           
 Method of
Payment.  Payment of the Exercise Price shall be by
any  of the following methods, or a combination thereof, at the
election of the Optionee:
  (a)           cash;
  (b)           check;
  (c)           with
the consent of the Administrator, a full recourse promissory note bearing
interest (at no less than such rate as is a market rate of interest and which
then precludes the imputation of interest under the Code), payable upon such
terms as may be prescribed by the Administrator and structured to comply with
Applicable Laws;
  (d)           with
the consent of the Administrator, surrender of other Shares of Common Stock of
the Company which have a Fair Market Value on the date of surrender equal to the
Exercise Price of the Shares as to which the Option is being
exercised;
  (e)           with
the consent of the Administrator, surrendered Shares issuable upon the exercise
of the Option having a Fair Market Value on the date of exercise equal to the
aggregate Exercise Price of the Option or exercised portion
thereof;
  (f)           with
the consent of the Administrator, property of any kind which constitutes good
and valuable consideration;
  (g)           with
the consent of the Administrator, delivery of a notice that the Optionee has
placed a market sell order with a broker with respect to Shares then issuable
upon exercise of the Option and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate Exercise Price; provided, that payment of such
proceeds is then made to the Company upon settlement of such sale;
or
  (h)           with
the consent of the Administrator, any combination of the foregoing methods of
payment.
  6.            
Restrictions on
Exercise.  This Option may not be exercised until the Plan has
been approved by the stockholders of the Company.  If the issuance of
Shares upon such exercise or if the method of payment for such Shares would
constitute a violation of any Applicable Law, then the Option may not be
exercised.  The Company may require Optionee to make any
representation and warranty to the Company as may be required by any applicable
law or regulation before allowing the Option to be exercised.
  7.            
Termination of
Relationship.  If Optionee’s employment with the Company
terminates (other than by reason of a termination by the Company for Cause or
Optionee’s death or Disability), the Option, to the extent vested as of the date
of such termination of employment shall remain exercisable for the Termination
Period set out in the Notice of Grant (but in no event later than the
Term/Expiration Date as set forth in the Notice of Grant).  To the
extent that the Option is not vested on the date on which Optionee’s employment
with the Company terminates, or if Optionee does not exercise this Option within
the time specified herein, the Option shall terminate.
  5
  8.            
Termination for
Cause.  If Optionee’s employment with the Company terminates by
reason of a termination by the Company for Cause, the Option shall terminate as
of the start of business on the date of Optionee’s termination, regardless of
whether the Option is then vested and/or exercisable with respect to any
Shares.
  9.            
Disability of
Optionee.  If Optionee’s employment with the Company terminates
as a result of his or her Disability, the Option, to the extent vested as of the
date of such termination, shall remain exercisable for twelve (12) months
following such date (and in no event later than the Term/Expiration Date set
forth in the Notice of Grant).  To the extent that the Option is not
vested at the date on which Optionee’s employment with the Company terminates or
if Optionee does not exercise such Option within the time specified herein, the
Option shall terminate.
  10.           Death of
Optionee.  If Optionee’s employment with the Company terminates
as a result of his or her death, the Option, to the extent vested as of the date
of death, shall remain exercisable for twelve (12) months following the
date of death (and in no event later than the Term/Expiration Date set forth in
the Notice of Grant) by Optionee’s estate or by a person who acquires the right
to exercise the Option by bequest or inheritance.  To the extent that
the Option is not vested on the date of Optionee’s death or if the Option is not
exercised within the time specified herein, the Option shall
terminate.
  11.          
Non-Transferability of
Option.  This Option may not be transferred in any manner
except by will or by the laws of descent or distribution.  It may be
exercised during the lifetime of Optionee only by Optionee.  The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
  12.           Term of
Option.  This Option may be exercised only within the term set
out in the Notice of Grant.
  13.           Restrictions on
Shares.  Optionee hereby agrees that Shares purchased upon the
exercise of the Option shall be subject to such terms and conditions as the
Administrator shall determine in its sole discretion, including, without
limitation, restrictions on the transferability of Shares, the right of the
Company to repurchase Shares, and a right of first refusal in favor of the
Company with respect to permitted transfers of Shares.  Such terms and
conditions may, in the Administrator’s sole discretion, be contained in the
Exercise Notice with respect to the Option or in such other agreement as the
Administrator shall determine and which the Optionee hereby agrees to enter into
at the request of the Company.
  (Signature
Page Follows)
 
 6
 
 This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute one document.
   BELVEDERE
      SOCALBy: /s/Alan J.
      LaneName: Alan J.
      LaneTitle: Executive
      Chairman
  OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION AND ANY UNVESTED SHARES
ISSUED UNDER OR IN CONNECTION WITH THIS AGREEMENT  IS EARNED ONLY BY
CONTINUING EMPLOYMENT WITH THE COMPANY AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS AGREEMENT, NOR IN THE COMPANY’S 2007 EQUITY INCENTIVE PLAN, AS AMENDED FROM
TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT STATUS BY THE
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S EMPLOYMENT AT ANY TIME, WITH OR WITHOUT
CAUSE AND WITH OR WITHOUT PRIOR NOTICE.
  Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof.  Optionee hereby
accepts this Option subject to all of the terms and provisions
hereof.  Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the
Option.  Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Option.  Optionee further agrees to
notify the Company upon any change in the residence address indicated
below.
    Dated:OPTIONEEResidence
      Address:
  7
  EXHIBIT
A
  BELVEDERE
SOCAL
  2007
EQUITY INCENTIVE PLAN
  EXERCISE
NOTICE
  Belvedere
SoCal
 [Address]
 Attention:
Stock Administration
  1.           Exercise of
Option.  Effective as of today, ___________, _____, the
undersigned (“Optionee”)
hereby elects to exercise Optionee’s option to purchase _________ shares of the
Common Stock (the “Shares”) of Belvedere SoCal
(the “Company”), under
and pursuant to the Belvedere SoCal 2007 Equity Incentive
Plan, as amended from time to time (the “Plan”) and the Stock Option
Agreement dated _________________________ (the “Option
Agreement”).  Capitalized terms used herein without definition
shall have the meanings given in the Option Agreement.
  Date
      of Grant:Vesting
      Commencement Date:Number
      of Shares as to which Option is Exercised:Exercise
      Price per Share:
              
              $Total
      Exercise Price:
              
              $Certificate
      to be issued in name of:Cash
      Payment delivered herewith:
               ̈
              $Other
      form of consideration delivered herewith:
               ̈
              Form
      of Consideration:
                $Qualifying
      Acquisition Price Per ShareTrading
      Target Price Per Share
  Type of
Option:
              [Non-Qualified Stock
      Option]
  2.           Representations of
Optionee.  Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement.  Optionee
agrees to abide by and be bound by their terms and
conditions.  Optionee is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the
Securities.  Optionee is acquiring these Securities for investment for
Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities
Act.
  8
  3.           Rights as
Stockholder.  Until the stock certificate evidencing Shares
purchased pursuant to the exercise of the Option is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to Shares subject to the Option,
notwithstanding the exercise of the Option.  The Company shall issue
(or cause to be issued) such stock certificate promptly after the Option is
exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 14 of the Plan.
  Optionee shall enjoy rights as a stockholder until such time as Optionee
disposes of the Shares.  Upon such exercise, Optionee shall have no
further rights as a holder of the Shares so purchased except the right to
receive payment for the Shares so purchased in accordance with the provisions of
this Agreement, and Optionee shall forthwith cause the certificate(s) evidencing
the Shares so purchased to be surrendered to the Company for transfer or
cancellation.
  4.           Transfer
Restrictions.  Any transfer or sale of the Shares is subject to
restrictions on transfer imposed by any applicable state and federal securities
laws.  Any Transfer or attempted Transfer of any of the Shares not in
accordance with the terms of this Agreement, shall be void and the Company may
enforce the terms of this Agreement by stop transfer instructions or similar
actions by the Company and its agents or designees.
  5.           Tax
Consultation.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee’s purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any
tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
  6.           Conformity to Securities
Laws.  Optionee acknowledges that the Plan and this Agreement
are intended to conform to the extent necessary with all provisions of all
Applicable Laws (including, but not limited to the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities
and Exchange Commission thereunder, including without limitation the applicable
exemptive conditions of Rule 16b-3 under the Exchange Act) and to such approvals
by any listing, regulatory or other governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith.  Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the Shares are issued, only in such a manner as to
conform to such laws, rules and regulations.  To the extent permitted
by applicable law, the Plan, this Agreement and the Shares shall be deemed
amended to the extent necessary to conform to such laws, rules and
regulations.
  7.           Successors and
Assigns.  The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the
benefit of the successors and assigns of the Company.  Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.
  9
  8.           Interpretation.  Any
dispute regarding the interpretation of this Agreement shall be submitted by
Optionee or by the Company forthwith to the Administrator, which shall review
such dispute at its next regular meeting.  The resolution of such a
dispute by the Administrator shall be final and binding on the Company and on
Optionee.
  9.           Governing Law;
Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.
  10.         Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States mail by certified mail, with postage and fees prepaid, addressed to the
other party at its address as shown below beneath its signature, or to such
other address as such party may designate in writing from time to time to the
other party.
  11.         Further
Instruments.  The Optionee hereby agrees to execute such
further instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Agreement, including,
without limitation, the Investment Representation Statement in the form attached
to the Option Agreement as Exhibit
C.
  12.         Delivery of
Payment.  The Optionee herewith delivers to the Company the
full Exercise Price for the Shares, as well as any applicable withholding
tax.
  13.         Entire
Agreement.  The Plan and Option Agreement are incorporated
herein by reference.  This Agreement, the Plan, the Option Agreement,
the Investment Representation Statement and the Restricted Stock Purchase
Agreement, if applicable, together with any additional documents containing
Holder representations as may be required by the Administrator, constitute the
entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof.
  Accepted
      by:
              Submitted
      by:BELVEDERE
      SOCAL
              OPTIONEEBy:OptioneeName:Title:
              Address:
  10
  EXHIBIT
B-1
  BELVEDERE
SOCAL
 
 2007
EQUITY INCENTIVE PLAN
 
 RESTRICTED
STOCK PURCHASE AGREEMENT
  THIS
RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made between
______________ (the “Purchaser”) andBelvedere SoCal (the
“Company”), as of
__________________, ______.
 
 RECITALS
 
 (1)           Pursuant
to the exercise of the Option granted to Purchaser under the Company’s 2007
Equity Incentive Plan (the “Plan”) and pursuant to the
Stock Option Agreement (the “Option Agree­ment”) dated
_________________, by and between the Company and Purchaser with respect to such
grant, which Option Agreement is hereby incorporated by reference, Purchaser has
elected to purchase _________ of those shares which have not become vested under
the vesting schedule set forth in the Option Agreement (“Unvested
Shares”).  The Unvested Shares and the shares subject to the
Option Agreement which have become vested are sometimes collectively referred to
herein as the “Shares”. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the Option Agreement
or the Plan.
 
 (2)           As
required by the Option Agreement, as a condition to Purchaser’s election to
exercise the option, Purchaser must execute this Agreement, which sets forth the
rights and obligations of the parties with respect to Shares acquired upon
exercise of the Option.
 
 1.         
    Repurchase
Option.
 
 (a)           If
Purchaser’s employment with the Company terminates for any reason, including
without limitation, for cause, without cause, or due to death or
Disabi­lity, the Company or its assignee shall have the right and option to
purchase from Purchaser, or Purchaser’s personal representative, as the case may
be, all of Purchaser’s Unvested Shares as of the date of such termination at a
price equal to the lower of the exercise price paid by Purchaser for such Shares
in connection with the exercise of the Option or the Fair Market Value of such
shares on the date Purchaser ceases to be employed by the Company (the “Repurchase
Option”).
 
 (b)           The
Company may exercise its Repurchase Option by deliver­ing, personally or by
regis­tered mail, to Purchaser (or his or her transferee or legal
represen­tative, as the case may be), within ninety (90) days of the date on
which Purchaser’s employment with the Company terminates, a notice in writing
indicating the Company’s inten­tion to exercise the Repurchase Option and
setting forth a date for closing not later than thirty (30) days from the
mailing of such notice. The closing shall take place at the Company’s
office.  At the closing, the holder of the certifi­cates for the
Unvested Shares being trans­ferred shall deliver the stock cer­tificate
or certificates evidencing the Unvested Shares, and the Company shall deliver
the purchase price therefor.
  11
  (c)           At
its option, the Company may elect to make payment for the Unvested Shares at a
bank selected by the Company.  The Company shall avail itself of this
option by a notice in writing to Pur­chaser stat­ing the name and
address of the bank, date of closing, and waiving the closing at the Company’s
office.
 
 (d)           If
the Company does not elect to exercise the Repurchase Option conferred above by
giving the requisite notice within ninety (90) days following the date on which
Purchaser’s employment with the Company terminates, the Repurchase Option shall
terminate.
 
 (e)           One
hundred percent (100%) of the Unvested Shares shall initially be subject to the
Repurchase Option.  The Unvested Shares shall be released from the
Repurchase Option in accordance with the Vesting Schedule set forth in the
Notice of Grant until all Shares are released from the Repurchase
Option.  Fractional Shares shall be rounded to the nearest whole
share.
 
 2.           Transferability of the
Shares; Escrow.
 
 (a)           Purchaser
hereby authorizes and directs the secretary of the Company, or such other person
designated by the Company from time to time, to transfer the Unvested Shares as
to which the Repurchase Option has been exercised from Purchaser to the
Company.
 
 (b)           To
insure the availability for delivery of Purchaser’s Unvested Shares upon
repurchase by the Company pursuant to the Repurchase Option under
Section 1, Purchaser hereby appoints the secretary, or any other person
designated by the Company from time to time as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested
Shares, if any, repurchased by the Company pursuant to the Repurchase Option and
shall, upon execution of this Agreement, deliver and deposit with the secretary
of the Company, or such other person designated by the Company from time to
time, the share certificate(s) representing the Unvested Shares, together with
the stock assignment duly endorsed in blank, attached hereto as Exhibit
B-2.  The Unvested Shares and stock assignment shall be held by
the secretary in escrow, pursuant to the Joint Escrow Instructions of the
Company and Purchaser attached as Exhibit B-3
hereto, until the Company exercises its Repurchase Option as provided in
Section 1, until such Unvested Shares are vested, or until such time as
this Agreement no longer is in effect.  As a further condition to the
Company’s obligations under this Agreement, the spouse of Purchaser, if any,
shall execute and deliver to the Company the Consent of Spouse attached hereto
as Exhibit
B-4.  Upon vesting of the Unvested Shares, the escrow agent
shall promptly deliver to Purchaser the certificate or certificates representing
such Shares in the escrow agent’s possession belonging to Purchaser, and the
escrow agent shall be discharged of all further obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.
  12
  (c)           The
Company, or its designee, shall not be liable for any act it may do or omit to
do with respect to holding the Shares in escrow and while acting in good faith
and in the exercise of its judgment.
 
 (d)           Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any
applicable state and federal securities laws.  Any transferee shall
hold such Shares subject to all of the provisions hereof and the Exercise Notice
executed by Purchaser with respect to any Unvested Shares purchased by Purchaser
and shall acknowledge the same by signing a copy of this
Agreement.  Any transfer or attempted transfer of any of the Shares
not in accordance with the terms of this Agreement shall be void and the Company
may enforce the terms of this Agreement by stop transfer instructions or similar
actions by the Company and its agents or designees.
 
 3.           Ownership, Voting Rights,
Duties.  This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as
specifically provided herein.
 
 4.           Legend.  Any
certificates representing Unvested Shares pursuant to this Agreement shall,
until all restrictions lapse, bear the following legend or legend substantially
similar thereto:
  “THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO FORFEITURE, REACQUISITION AND/OR CERTAIN RESTRICTIONS
ON TRANSFERABILITY UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK PURCHASE
AGREEMENT BY AND BETWEEN BELVEDERE SOCAL AND THE REGISTERED OWNER OF SUCH
SECURITIES, AND SUCH SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”
 
 5.           Holding
Period.  Notwithstanding any provision of this Agreement to the
contrary, in the event that the purchase of the Unvested Shares is not exempt
under Section 16 of the Exchange Act on the date of purchase, the Unvested
Shares may not be sold, assigned or otherwise transferred or exchanged until at
least six months and one day have elapsed from the date of
purchase.
 
 6.           Adjustment.  All
references to the number of Shares and the purchase price of the Shares in this
Agreement shall be appropriately adjusted in accordance with Section 14 of the
Plan to reflect any event described in Section 14 of the Plan occurring after
the date of this Agreement.
 
 7.           Notices.  Notices
required hereunder shall be given in person or by registered mail to the address
of Purchaser shown on the records of the Company, and to the Company at its
principal executive office.
 
 8.           Survival of
Terms.  This Agreement shall apply to and bind Purchaser and
the Company and their respective permitted as­signees and transferees,
heirs, legatees, executors, administrators and legal successors.
  13
  9.           Section 83(b) Election for
Unvested Shares Purchased Pursuant to a Non-Qualified Stock
Option.  Purchaser hereby acknowledges that he or she has been
informed that, with respect to the exercise of a Non-Qualified Stock Option for
Unvested Shares, unless an election is filed by Purchaser with the Internal
Revenue Service and, if necessary, the proper state taxing authorities, within thirty (30)
days after the purchase of the Shares, electing pursuant to Section 83(b)
of the Code (and similar state tax provisions if applicable) to be taxed
currently on any difference between the purchase price of the Shares and their
Fair Market Value on the date of purchase, there will generally be a recognition
of taxable income to the Purchaser, measured by the excess, if any, of the fair
market value of the Shares, at the time the Company’s Repurchase Option lapses
over the purchase price paid for the Shares.  Purchaser represents
that Purchaser has consulted any tax consultant(s) Purchaser deems advisable in
connection with the purchase of the Shares or the filing of the Election under
Section 83(b) and similar tax provisions.
 
 PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS
THE COMPANY OR ITS REPRESEN­TATIVE TO MAKE THIS FILING ON PURCHASER’S
BEHALF.
 
 10.         Representations.  Purchaser
has reviewed with his or her own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by
this Agree­ment.  Purchaser is relying solely on such advisors and
not on any state­ments or represen­tations of the Company or any of its
agents.  Purchaser understands that Purchaser (and not the Company)
shall be responsible for his or her own tax liability that may arise as a result
of this investment or the transactions contem­plated by this
Agreement.
 
 11.         Governing Law;
Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.
 
 (Signature
Page Follows)
  14
  Purchaser
represents that he or she has read this Agreement and is familiar with its terms
and provisions.  Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or inter­preta­tions of the Board
upon any questions arising under this Agreement.
  IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.
  BELVEDERE
      SOCALBy:Name:Title:PURCHASERBy:Name:Address:
  15
  EXHIBIT
B-2
 
 ASSIGNMENT
SEPARATE FROM CERTIFICATE
  FOR VALUE
RECEIVED I, ______________, hereby sell, assign and transfer unto 
(__________) shares of the Common Stock of Belvedere SoCal registered in my name
on the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint 
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.
 
 This
Assignment Separate from Certificate may be used only in accordance with the
Restricted Stock Purchase Agreement between Belvedere SoCal and the undersigned
dated ______________, _____.
 
  Dated:
      _______________, ________Signature:
   
 INSTRUCTIONS:  Please do not fill in any
blanks other than the signature line.  The purpose of this assignment
is to enable the Company to exercise the Repurchase Option, as set forth in the
Restricted Stock Purchase Agreement, without requiring additional signatures on
the part of Purchaser.
  16
 
 EXHIBIT
B-3
 
 JOINT
ESCROW INSTRUCTIONS
  ,
____
 Secretary
 Belvedere
SoCal
 [________________]
 [________________]
 
 As Escrow
Agent for both Belvedere SoCal (together with any assignee of Belvedere SoCal,
the “Company”) and the
undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the
Company and the undersigned, in accordance with the following
instructions:
 
 1.           In
the event the Company exercises the Company’s Repurchase Option set forth in the
Agreement, the Company shall give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the purchase price,
and the time for a closing hereunder at the principal office of the Company or,
at the election of the Company, at a Bank of the Company’s
choosing.  Purchaser and the Company hereby irrevocably authorize and
direct you to close the transac­tion contemplated by such notice in
accordance with the terms of said notice.
 
 2.           At
the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or a combination thereof) for the number of shares of stock being
purchased pursuant to the exercise of the Company’s Repurchase
Option.
 
 3.           Purchaser
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser
does hereby irrevocably constitute and appoint you as Purchaser’s
attorney-in-fact and agent for the term of this escrow to execute, with respect
to such securities, all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities.  Subject to the provisions of this paragraph 3,
Purchaser shall exercise all rights and privileges of a stockholder of the
Company while the stock is held by you.
 
 4.           Upon
written request of Purchaser, but no more than once per calendar year, unless
the Company’s Repurchase Option has been exercised, you will deliver to
Purchaser a certificate or certificates representing the number of shares of
stock as are not then subject to the Company’s Repurchase
Option.  Within one hundred twenty (120) days after Purchaser’s
employment with the Company terminates, you will deliver to Purchaser a
certificate or certificates representing the aggregate number of shares held or
issued pursuant to the Agreement and not purchased by the Company or its
assignees pursuant to exercise of the Company’s Repurchase Option.
  17
  5.           If,
at the time of termination of this escrow, you should have in your possession
any documents, securities, or other prop­erty belonging to Purchaser, you
shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.
 
 6.           Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.
 
 7.           You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You
shall not be person­ally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.
 
 8.           You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and are hereby expressly authorized to comply
with and obey orders, judgments or decrees of any court.  In case you
obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.
 
 9.           You
shall not be liable in any respect on account of the identity, authorities or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.
 
 10.         You
shall not be liable for the expiration of any rights under any applicable state,
federal or local statute of limita­tions or similar statute or regulation
with respect to these Joint Escrow Instructions or any documents deposited with
you.
 
 11.         You
shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.
 
 12.         Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to
be an officer or agent of the Company or if you shall resign by written notice
to each party.  In the event of any such termination, the Company
shall appoint a successor Escrow Agent.
  18
  13.         If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.
 
 14.         It
is understood and agreed that, should any dispute arise with respect to the
delivery and/or ownership or right of posses­sion of the securities held by
you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
 
 15.         Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at such
addresses as a party may designate by written notice to each of the other
parties hereto.
 
 16.         By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.
 
 17.         This
instrument shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.
 
 18.         These
Joint Escrow Instructions shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, excluding that body of law
pertaining to conflicts of law.
 
 (Signature
Page Follows)
  19
  IN
WITNESS WHEREOF, these Joint Escrow Instructions shall be effective as of the
date first set forth above.
   BELVEDERE
      SOCALBy:Name:Title:PURCHASER:By:Name:Address:ESCROW
      AGENT:By:Name:Title:
  20
  EXHIBIT
B-4
 
 CONSENT
OF SPOUSE
  I,
____________________, spouse of _____________, have read and approve the
Restricted Stock Purchase Agreement dated ___________, _____, between my spouse
and Belvedere SoCal.  In consideration of granting of the right to my
spouse to purchase shares of Belvedere SoCal set forth in the Restricted Stock
Purchase Agreement, I hereby appoint my spouse as my attorney-in-fact in respect
to the exercise of any rights under the Agreement and agree to be bound by the
provisions of the Restricted Stock Purchase Agreement insofar as I may have any
rights in said Restricted Stock Purchase Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital
prop­erty in effect in the state of our residence as of the date of the
signing of the foregoing Restricted Stock Purchase Agreement.
    Dated:
      _______________, ______Signature of
      Spouse
  21
  EXHIBIT C2
  INVESTMENT
REPRESENTATION STATEMENT
   OPTIONEE
              :
              [NAME]COMPANY
              :
              Belvedere
      SoCalSECURITY
              :
              Common
    StockAMOUNT
              :
              ___________________DATE
              :
              ___________________
  In connection with the purchase of the
above-listed shares of Common Stock (the “Securities”) of
Belvedere SoCal. (the “Company”), the
undersigned (the “Optionee”) represents
to the Company the following:
  (a)           Optionee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Optionee is
acquiring these Securities for investment for Optionee’s own account only and
not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).
  (b)           Optionee
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Optionee’s investment
intent as expressed herein.  Optionee understands that the Securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is
available.  Optionee further acknowledges and understands that the
Company is under no obligation to register the Securities.  Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state
securities laws.
  (c)           Optionee
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of “restricted securities” acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to Optionee, the exercise
will be exempt from registration under the Securities Act.  In the
event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90)
days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144, including,
in the case of an affiliate, (i) the resale being made through a broker in
an unsolicited “broker’s transaction” or in transactions directly with a
market maker (as said term is defined under the Securities Exchange Act of
1934), (ii)  the availability of certain public information about the
Company, (iii) the amount of Securities being sold during any three (3) month
period not exceeding the limitations specified in Rule 144(e), and (iv) the
timely filing of a Form 144, if applicable.
  2 This
statement may not be necessary if shares have ceased to be registered under the
Securities Act at the time of exercise.
  22
  In the
event that the Company does not qualify under Rule 701 at the time of grant
of the Option, then the Securities may be resold beginning ninety (90) days
after the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934 in certain
limited circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than six months  after the
later of the date the Securities were sold by the Company or the date the
Securities were sold by an affiliate of the Company, within the meaning of
Rule 144 and the availability of certain public information about the
Company (subject to certain exceptions); and, in the case of a sale of the
Securities by an affiliate,  the satisfaction of the conditions set
forth in sections (i), (ii), (iii) and (iv) of the paragraph immediately
above.
 (d)           Optionee
further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own
risk.  Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.
  (e)           Optionee
understands and acknowledges that the Company will rely upon the accuracy and
truth of the foregoing representations and Optionee hereby consents to such
reliance.
   Signature
      of Optionee:Date:
  23




BELVEDERE
SOCAL
  2007
EQUITY INCENTIVE PLAN
  STOCK
OPTION AGREEMENT
 
 Modified
Time Vested Option, Early Exercise Permitted
 
 Pursuant
to its 2007 Equity Incentive Plan, as amended from time to time (the “Plan”), Belvedere SoCal (the
“Company”), hereby
grants to the Optionee listed below (“Optionee”), an option to
purchase the number of shares of the Company’s Common Stock set forth below (the
“Option”), subject to
the terms and conditions of the Plan and this Stock Option Agreement (this
“Option Agreement”).
Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.
  I.
              NOTICE OF STOCK OPTION
      GRANT
  Optionee:
              William
      BaribaultDate
      of Option Agreement:
              August 14,
      2008Date
      of Grant:
              February 27,
      2008Vesting
      Commencement Date:
              November 23,
      2007Exercise
      Price per Share:
              $15.00Total
      Number of Shares Granted:
              32,925Total
      Exercise Price:
              $493,875Term/Expiration
      Date:
              2/27/2018
 
 Type of
      Option:
              Non-Qualified
      Stock Option
 
 Exercise
      Schedule:
               ̈  Same
      as Vesting Schedule  ý  Early
      Exercise Permitted
   
 
 
 Vesting
      Schedule:
              This
      Option is exercisable immediately, in whole or in part, at such times as
      are established by the Administrator, conditioned upon Optionee entering
      into a Restricted Stock Purchase Agreement with respect to any unvested
      Shares.  This Option or, if exercised prior to vesting, the
      Shares subject to this Option (in either case, the “Award”), shall vest in
      full, become exercisable and/or be released from the Company’s Repurchase
      Option, as set forth in the Restricted Stock Purchase Agreement attached
      hereto as Exhibit B-1, as
      applicable (in any case, “Vest”), on the first
      anniversary of the Vesting Commencement Date, provided, however, that if
      Optionee’s employment with the Company is terminated by the Company
      without Cause, by Optionee for Good Reason or due to Optionee’s death or
      Disability (each as defined in that certain employment agreement by and
      between the Company and Optionee, of even date herewith), in any case,
      prior to the first anniversary of the Vesting Commencement Date, then this
      Award shall Vest immediately prior to such termination, provided, further, that
      in the event that either an Acquisition or a Qualifying Public Offering
      occurs prior to the first anniversary of the Vesting Commencement Date,
      then this Award shall Vest in full on the date on which the Acquisition or
      Qualifying Public Offering occurs.
                
                For purposes of this Agreement:
                
                “Qualifying
      Public Offering” shall mean a sale (or the last in a series of
      sales) of Common Stock to the general public pursuant to one or more
      underwritten public offerings for cash in which either (i) holders of the
      Company’s Common Stock as of this Agreement’s Date of Grant have, in the
      aggregate such underwritten public offerings, sold more than fifty percent
      (50%) of the shares of Common Stock held by such holders, or (ii) (A) new
      primary shares of Common Stock comprising more than twenty-five percent
      (25%) of the Company’s total outstanding shares of Common Stock as of this
      Agreement’s Date of Grant are offered and (B) the average daily trading
      volume following such offering is greater than .5% of the Common Stock’s
      public float for twenty (20) consecutive trading days (the “Volume
      Condition”).  In the case of clause (ii) of the
      immediately preceding sentence, a Qualifying Public Offering shall be
      deemed to have occurred if and when the Volume Condition is
      satisfied.
  Termination
      Period:
              Except
      in the event of a termination for Cause, this Option may be exercised, to
      the extent vested as of the date that Optionee ceases to be a Service
      Provider (in all capacities, including ceasing to serve on the Company’s
      Advisory Board), for three (3) months after Optionee so ceases to be a
      Service Provider, or such longer period as may be applicable upon the
      death or Disability of Optionee as provided herein (or, if not provided
      herein, then as provided in the Plan), but in no event later than the
      Term/Expiration Date as set forth
above.
   II.
              AGREEMENT
  1. Grant of
Option.  The Company hereby grants to the Optionee an Option to
purchase the number of shares of Common Stock (the “Shares”) set forth in the
Notice of Grant as defined above, at the exercise price per share set forth in
the Notice of Grant (the “Exercise
Price”).  Notwithstanding anything to the contrary anywhere
else in this Option Agreement, this grant of an Option is subject to the terms
and provisions of the Plan, which is
incorporated herein by reference.   Capitalized terms used but
not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in the Plan.
 
 2
 
 2. Exercise of
Option.  This Option is exercisable as
follows:
  (a) Right to
Exercise.
  (i) This
Option shall be exercisable cumulatively according to the vesting schedule set
out in the Notice of Grant.  Alternatively, at the election of the
Optionee, this Option may be exercised in whole or in part at such times as are
established by the Administrator as to Shares which have not yet
vested.  For purposes of this Option Agreement, this Option, or, if
exercised prior to vesting, Shares subject to this Option, shall vest based on
Optionee’s continued status as a Service Provider (including without limitation,
Optionee’s continued service on the Company’s Advisory Board).  Vested
Shares shall not be subject to the Company’s Repurchase Option (as set forth in
the Restricted Stock Purchase Agreement).
  (ii) As a
condition to exercising this Option for unvested Shares, the Optionee shall
execute the Restricted Stock Purchase Agreement.
  (iii) This
Option may not be exercised for a fraction of a Share.
  (iv) In the
event of Optionee’s death, Disability or other termination of the Optionee’s
status as a Service Provider (in all capacities, including ceasing to serve on
the Company’s Advisory Board), the exercisability of the Option shall be
governed by Sections 7, 8 and 9 hereof.
  (v) In no
event may this Option be exercised after the Term/Expiration Date of this Option
as set forth in the Notice of Grant.
  (b) Method of
Exercise.  This Option shall be exercisable by written notice
to the Company (in the form attached as Exhibit A) (the
“Exercise
Notice”).  The Exercise Notice shall state the number of Shares
for which the Option is being exercised, and such other representations and
agreements with respect to such Shares of Common Stock as may be required by the
Company pursuant to the provisions of the Plan.  The Exercise Notice
shall be signed by Optionee and, together with an executed copy of the
Restricted Stock Purchase Agreement, if applicable, shall be delivered in person
or by certified mail to the Secretary of the Company.  The Exercise
Notice and Restricted Stock Purchase Agreement shall be accompanied by payment
of the Exercise Price, including payment of
any applicable withholding tax.
  No Shares
shall be issued pursuant to the exercise of an Option unless such issuance and
such exercise comply with all relevant provisions of all Applicable Laws and the
requirements of any stock exchange upon which the Shares may then be
listed.  Assuming such compliance, for income tax purposes, the Shares
shall be considered transferred to Optionee on the date on which the Option is
exercised with respect to such Shares.
  3. Optionee’s
Representations.  If the Shares purchasable pursuant to the
exercise of this Option have not been registered under the Securities Act at the
time this Option is exercised or have ceased to be so registered, or if the
Administrator otherwise requires, Optionee shall, concurrently with the exercise
of all or any portion of this Option, deliver to the Company his or her
Investment Representation Statement in the form attached hereto as Exhibit 
C.
  
 3
  4. Lock-Up
Period.  Optionee hereby agrees that, if so requested by the
Company or any representative of the underwriters (the “Managing Underwriter”) in
connection with any registration of the offering of any securities of the
Company under the Securities Act, Optionee shall not sell or otherwise
transfer any Shares or other securities of the Company during the 180-day period
(or such longer period as may be requested in writing by the Managing
Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”)
following the effective date of a registration statement of the Company filed
under the Securities Act.  The Company may impose stop-transfer
instructions with respect to securities subject to the foregoing restrictions
until the end of such Market Standoff Period and these restrictions shall be
binding on any transferee of such Shares.  Notwithstanding the
foregoing, the 180-day period may be extended for up to such number of
additional days as is deemed necessary by the Company or the Managing
Underwriter.
  5. Method of
Payment.  Payment of the Exercise Price shall be by
any  of the following methods, or a combination thereof, at the
election of the Optionee:
  (a) cash;
  (b) check;
  (c) with the
consent of the Administrator, a full recourse promissory note bearing interest
(at no less than such rate as is a market rate of interest and which then
precludes the imputation of interest under the Code), payable upon such terms as
may be prescribed by the Administrator and structured to comply with Applicable
Laws;
  (d) with the
consent of the Administrator, surrender of other Shares of Common Stock of the
Company which have a Fair Market Value on the date of surrender equal to the
Exercise Price of the Shares as to which the Option is being
exercised;
  (e) with the
consent of the Administrator, surrendered Shares issuable upon the exercise of
the Option having a Fair Market Value on the date of exercise equal to the
aggregate Exercise Price of the Option or exercised portion
thereof;
 
 (f) with the
consent of the Administrator, property of any kind which constitutes good and
valuable consideration;
  (g) with the
consent of the Administrator, delivery of a notice that the Optionee has placed
a market sell order with a broker with respect to Shares then issuable upon
exercise of the Option and that the broker has been directed to pay a sufficient
portion of the net proceeds of the sale to the Company in satisfaction of the
aggregate Exercise Price; provided, that payment of such proceeds is then made
to the Company upon settlement of such sale; or
  (h) with the
consent of the Administrator, any combination of the foregoing methods of
payment.
  
 4
  6. Restrictions on
Exercise.  This Option may not be exercised until the Plan has
been approved by the stockholders of the Company.  If the issuance of
Shares upon such exercise or if the method of payment for such Shares would
constitute a violation of any Applicable Law, then the Option may not be
exercised.  The Company may require Optionee to make any
representation and warranty to the Company as may be required by any applicable
law or regulation before allowing the Option to be exercised.
  7. Termination of
Relationship.  If Optionee ceases to be a Service Provider (in
all capacities, including ceasing to serve on the Company’s Advisory Board),
other than by reason of a termination by the Company for Cause or Optionee’s
death or Disability, the Option, to the extent vested as of the date on which
Optionee so ceases to be a Service Provider shall remain exercisable for the
Termination Period set out in the Notice of Grant (but in no event later than
the Term/Expiration Date as set forth in the Notice of Grant).  To the
extent that the Option is not vested on the date on which Optionee ceases to be
a Service Provider, or if Optionee does not exercise this Option within the time
specified herein, the Option shall terminate.
  8. Termination for
Cause.  If Optionee ceases to be a Service Provider (in all
capacities, including ceasing to serve on the Company’s Advisory Board) by
reason of a termination by the Company for Cause, the Option shall terminate as
of the start of business on the date of Optionee’s termination, regardless of
whether the Option is then vested and/or exercisable with respect to any
Shares.
  9. Disability of
Optionee.  If Optionee ceases to be a Service Provider (in all
capacities, including ceasing to serve on the Company’s Advisory Board) as a
result of his Disability, the Option, to the extent vested as of the date on
which Optionee so ceases to be a Service Provider, shall remain exercisable for
twelve (12) months following such date (and in no event later than the
Term/Expiration Date set forth in the Notice of Grant).  To the extent
that the Option is not vested at the date on which Optionee ceases to be a
Service Provider or if Optionee does not exercise such Option within the time
specified herein, the Option shall terminate.
  10. Death of
Optionee.  If Optionee ceases to be a Service Provider (in all
capacities, including ceasing to serve on the Company’s Advisory Board) as a
result of his or her death, the Option, to the extent vested as of the date of
death, shall remain exercisable for twelve (12) months following the date
of death (and in no event later than the Term/Expiration Date set forth in the
Notice of Grant) by Optionee’s estate or by a person who acquires the right to
exercise the Option by bequest or inheritance.  To the extent that the
Option is not vested on the date of Optionee’s death or if the Option is not
exercised within the time specified herein, the Option shall
terminate.
  11. Non-Transferability of
Option.  This Option may not be transferred in any manner
except by will or by the laws of descent or distribution.  It may be
exercised during the lifetime of Optionee only by Optionee.  The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
  12. Term of
Option.  This Option may be exercised only within the term set
out in the Notice of Grant.
 
 5
  13. Restrictions on
Shares.  Optionee hereby agrees that Shares purchased upon the
exercise of the Option shall be subject to such terms and conditions as the
Administrator shall determine in its sole discretion, including, without
limitation, restrictions on the transferability of Shares, the right of the
Company to repurchase Shares, and a right of first refusal in favor of the
Company with respect to permitted transfers of Shares.  Such terms and
conditions may, in the Administrator’s sole discretion, be contained in the
Exercise Notice with respect to the Option or in such other agreement as the
Administrator shall determine and which the Optionee hereby agrees to enter into
at the request of the Company.
  (Signature
Page Follows)
 
 
 
 
 
 
 6
 
  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which shall constitute one document.
  
 BELVEDERE
      SOCALBy:
              /s/ Alan J.
      LaneName:
              Alan J.
    LaneTitle:
              Executive
      Chairman
   OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF THE OPTION AND ANY UNVESTED SHARES
ISSUED UNDER OR IN CONNECTION WITH THIS AGREEMENT  IS EARNED ONLY BY
CONTINUING SERVICE PROVIDER STATUS AT THE WILL OF THE COMPANY (NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN
THIS AGREEMENT, NOR IN THE COMPANY’S 2007 EQUITY INCENTIVE PLAN, AS AMENDED FROM
TIME TO TIME, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF SERVICE PROVIDER STATUS BY
THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S SERVICE PROVIDER STATUS AT ANY TIME,
WITH OR WITHOUT CAUSE AND WITH OR WITHOUT PRIOR NOTICE.
  Optionee
acknowledges receipt of a copy of the Plan and represents that he or she is
familiar with the terms and provisions thereof.  Optionee hereby
accepts this Option subject to all of the terms and provisions
hereof.  Optionee has reviewed the Plan and this Option in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Option and fully understands all provisions of the
Option.  Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Option.  Optionee further agrees to
notify the Company upon any change in the residence address indicated
below.
    Dated:OPTIONEEResidence
      Address:
   7
 
 EXHIBIT
A
  BELVEDERE
SOCAL
  2007
EQUITY INCENTIVE PLAN
  EXERCISE
NOTICE
  Belvedere
SoCal
 [Address]
 Attention:
Stock Administration
  1. Exercise of
Option.  Effective as of today, ___________, _____, the
undersigned (“Optionee”)
hereby elects to exercise Optionee’s option to purchase _________ shares of the
Common Stock (the “Shares”) of Belvedere SoCal
(the “Company”), under
and pursuant to the Belvedere SoCal 2007 Equity Incentive
Plan, as amended from time to time (the “Plan”) and the Stock Option
Agreement dated _________________________ (the “Option
Agreement”).  Capitalized terms used herein without definition
shall have the meanings given in the Option Agreement.
  Date
      of Grant:Vesting
      Commencement Date:Number
      of Shares as to which Option is Exercised:Exercise
      Price per Share:
              
              $Total
      Exercise Price:
              
              $Certificate
      to be issued in name of:Cash
      Payment delivered herewith:
               ̈
              $Other
      form of consideration delivered herewith:
               ̈
              Form
      of Consideration:$
 
 Type of
Option:                 [Non-Qualified
Stock Option]
 
 2. Representations of
Optionee.  Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement.  Optionee
agrees to abide by and be bound by their terms and
conditions.  Optionee is aware of the Company’s business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision to acquire the
Securities.  Optionee is acquiring these Securities for investment for
Optionee’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities
Act.
  
 8
  3. Rights as
Stockholder.  Until the stock certificate evidencing Shares
purchased pursuant to the exercise of the Option is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a stockholder shall exist with respect to Shares subject to the Option,
notwithstanding the exercise of the Option.  The Company shall issue
(or cause to be issued) such stock certificate promptly after the Option is
exercised.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 14 of the Plan.
  Optionee
shall enjoy rights as a stockholder until such time as Optionee disposes of the
Shares.  Upon such exercise, Optionee shall have no further rights as
a holder of the Shares so purchased except the right to receive payment for the
Shares so purchased in accordance with the provisions of this Agreement, and
Optionee shall forthwith cause the certificate(s) evidencing the Shares so
purchased to be surrendered to the Company for transfer or
cancellation.
  4. Transfer
Restrictions.  Any transfer or sale of the Shares is subject to
restrictions on transfer imposed by any applicable state and federal securities
laws.  Any Transfer or attempted Transfer of any of the Shares not in
accordance with the terms of this Agreement, shall be void and the Company may
enforce the terms of this Agreement by stop transfer instructions or similar
actions by the Company and its agents or designees.
  5. Tax
Consultation.  Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee’s purchase or disposition of
the Shares.  Optionee represents that Optionee has consulted with any
tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
  6. Conformity to Securities
Laws.  Optionee acknowledges that the Plan and this Agreement
are intended to conform to the extent necessary with all provisions of all
Applicable Laws (including, but not limited to the Securities Act and the
Exchange Act and any and all regulations and rules promulgated by the Securities
and Exchange Commission thereunder, including without limitation the applicable
exemptive conditions of Rule 16b-3 under the Exchange Act) and to such approvals
by any listing, regulatory or other governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith.  Notwithstanding anything herein to the contrary, the Plan
shall be administered, and the Shares are issued, only in such a manner as to
conform to such laws, rules and regulations.  To the extent permitted
by applicable law, the Plan, this Agreement and the Shares shall be deemed
amended to the extent necessary to conform to such laws, rules and
regulations.
  7. Successors and
Assigns.  The Company may assign any of its rights under this
Agreement to single or multiple assignees, and this Agreement shall inure to the
benefit of the successors and assigns of the Company.  Subject to the
restrictions on transfer herein set forth, this Agreement shall be binding upon
Optionee and his or her heirs, executors, administrators, successors and
assigns.
  
 9
 
 8. Interpretation.  Any
dispute regarding the interpretation of this Agreement shall be submitted by
Optionee or by the Company forthwith to the Administrator, which shall review
such dispute at its next regular meeting.  The resolution of such a
dispute by the Administrator shall be final and binding on the Company and on
Optionee.
  9. Governing Law;
Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.
  10. Notices.  Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States mail by certified mail, with postage and fees prepaid, addressed to the
other party at its address as shown below beneath its signature, or to such
other address as such party may designate in writing from time to time to the
other party.
  11. Further
Instruments.  The Optionee hereby agrees to execute such
further instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Agreement, including,
without limitation, the Investment Representation Statement in the form attached
to the Option Agreement as Exhibit
C.
  12. Delivery of
Payment.  The Optionee herewith delivers to the Company the
full Exercise Price for the Shares, as well as any applicable withholding
tax.
  13. Entire
Agreement.  The Plan and Option Agreement are incorporated
herein by reference.  This Agreement, the Plan, the Option Agreement,
the Investment Representation Statement and the Restricted Stock Purchase
Agreement, if applicable, together with any additional documents containing
Holder representations as may be required by the Administrator, constitute the
entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the
subject matter hereof.
  Accepted
    by:
                
                Submitted
    by:BELVEDERE
      SOCAL
                
                OPTIONEEBy:OptioneeName:Address:Title:
 10
 
 EXHIBIT
B-1
  
 BELVEDERE
SOCAL
 
 2007
EQUITY INCENTIVE PLAN
 
 RESTRICTED
STOCK PURCHASE AGREEMENT
 
 
 THIS
RESTRICTED STOCK PURCHASE AGREEMENT (this “Agreement”) is made between
______________ (the “Purchaser”) andBelvedere SoCal (the
“Company”), as of
__________________, ______.
 
 RECITALS
 
 (1)          Pursuant
to the exercise of the Option granted to Purchaser under the Company’s 2007
Equity Incentive Plan (the “Plan”) and pursuant to the
Stock Option Agreement (the “Option Agree­ment”) dated
_________________, by and between the Company and Purchaser with respect to such
grant, which Option Agreement is hereby incorporated by reference, Purchaser has
elected to purchase _________ of those shares which have not become vested under
the vesting schedule set forth in the Option Agreement (“Unvested
Shares”).  The Unvested Shares and the shares subject to the
Option Agreement which have become vested are sometimes collectively referred to
herein as the “Shares”. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings ascribed to such terms in the Option Agreement
or the Plan.
 
 (2)           As
required by the Option Agreement, as a condition to Purchaser’s election to
exercise the option, Purchaser must execute this Agreement, which sets forth the
rights and obligations of the parties with respect to Shares acquired upon
exercise of the Option.
 
 1.           Repurchase
Option.
 
 (a)           If
Purchaser ceases to be a Service Provider for any reason (in all capacities,
including ceasing to serve on the Company’s Advisory Board), including without
limitation, for cause, without cause, or due to death or Disabi­lity, the
Company or its assignee shall have the right and option to purchase from
Purchaser, or Purchaser’s personal representative, as the case may be, all of
Purchaser’s Unvested Shares as of the date on which Purchaser so ceases to be a
Service Provider at a price equal to the lower of the exercise price paid by
Purchaser for such Shares in connection with the exercise of the Option or the
Fair Market Value of such shares on the date Purchaser so ceases to be a Service
Provider (the “Repurchase
Option”).
 
 
 11
 
 (b)           The
Company may exercise its Repurchase Option by deliver­ing, personally or by
regis­tered mail, to Purchaser (or his or her transferee or legal
represen­tative, as the case may be), within ninety (90) days of the date on
which Purchaser ceases to be a Service Provider, a notice in writing indicating
the Company’s inten­tion to exercise the Repurchase Option and setting forth
a date for closing not later than thirty (30) days from the mailing of such
notice. The closing shall take place at the Company’s office.  At the
closing, the holder of the certifi­cates for the Unvested Shares being
trans­ferred shall deliver the stock cer­tificate or certificates
evidencing the Unvested Shares, and the Company shall deliver the purchase price
therefor.
 
 (c)           At
its option, the Company may elect to make payment for the Unvested Shares at a
bank selected by the Company.  The Company shall avail itself of this
option by a notice in writing to Pur­chaser stat­ing the name and
address of the bank, date of closing, and waiving the closing at the Company’s
office.
 
 (d)           If
the Company does not elect to exercise the Repurchase Option conferred above by
giving the requisite notice within ninety (90) days following the date on which
Purchaser ceases to be a Service Provider, the Repurchase Option shall
terminate.
 
 (e)           One
hundred percent (100%) of the Unvested Shares shall initially be subject to the
Repurchase Option.  The Unvested Shares shall be released from the
Repurchase Option in accordance with the Vesting Schedule set forth in the
Notice of Grant until all Shares are released from the Repurchase
Option.  Fractional Shares shall be rounded to the nearest whole
share.
 
 2.           Transferability of the
Shares; Escrow.
 
 (a)           Purchaser
hereby authorizes and directs the secretary of the Company, or such other person
designated by the Company from time to time, to transfer the Unvested Shares as
to which the Repurchase Option has been exercised from Purchaser to the
Company.
  (b)           To
insure the availability for delivery of Purchaser’s Unvested Shares upon
repurchase by the Company pursuant to the Repurchase Option under
Section 1, Purchaser hereby appoints the secretary, or any other person
designated by the Company from time to time as escrow agent, as its
attorney-in-fact to sell, assign and transfer unto the Company, such Unvested
Shares, if any, repurchased by the Company pursuant to the Repurchase Option and
shall, upon execution of this Agreement, deliver and deposit with the secretary
of the Company, or such other person designated by the Company from time to
time, the share certificate(s) representing the Unvested Shares, together with
the stock assignment duly endorsed in blank, attached hereto as Exhibit
B-2.  The Unvested Shares and stock assignment shall be held by
the secretary in escrow, pursuant to the Joint Escrow Instructions of the
Company and Purchaser attached as Exhibit B-3
hereto, until the Company exercises its Repurchase Option as provided in
Section 1, until such Unvested Shares are vested, or until such time as
this Agreement no longer is in effect.  As a further condition to the
Company’s obligations under this Agreement, the spouse of Purchaser, if any,
shall execute and deliver to the Company the Consent of Spouse attached hereto
as Exhibit
B-4.  Upon vesting of the Unvested Shares, the escrow agent
shall promptly deliver to Purchaser the certificate or certificates representing
such Shares in the escrow agent’s possession belonging to Purchaser, and the
escrow agent shall be discharged of all further obligations hereunder; provided, however, that the
escrow agent shall nevertheless retain such certificate or certificates as
escrow agent if so required pursuant to other restrictions imposed pursuant to
this Agreement.
 
 
 12
 
 (c)           The
Company, or its designee, shall not be liable for any act it may do or omit to
do with respect to holding the Shares in escrow and while acting in good faith
and in the exercise of its judgment.
 
 (d)           Transfer
or sale of the Shares is subject to restrictions on transfer imposed by any
applicable state and federal securities laws.  Any transferee shall
hold such Shares subject to all of the provisions hereof and the Exercise Notice
executed by Purchaser with respect to any Unvested Shares purchased by Purchaser
and shall acknowledge the same by signing a copy of this
Agreement.  Any transfer or attempted transfer of any of the Shares
not in accordance with the terms of this Agreement shall be void and the Company
may enforce the terms of this Agreement by stop transfer instructions or similar
actions by the Company and its agents or designees.
 
 3.           Ownership, Voting Rights,
Duties.  This Agreement shall not affect in any way the
ownership, voting rights or other rights or duties of Purchaser, except as
specifically provided herein.
 
 4.           Legend.  Any
certificates representing Unvested Shares pursuant to this Agreement shall,
until all restrictions lapse, bear the following legend or legend substantially
similar thereto:
  “THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO FORFEITURE, REACQUISITION AND/OR CERTAIN RESTRICTIONS
ON TRANSFERABILITY UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK PURCHASE
AGREEMENT BY AND BETWEEN BELVEDERE SOCAL AND THE REGISTERED OWNER OF SUCH
SECURITIES, AND SUCH SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS OF SUCH
AGREEMENT.”
 
 5.           Holding
Period.  Notwithstanding any provision of this Agreement to the
contrary, in the event that the purchase of the Unvested Shares is not exempt
under Section 16 of the Exchange Act on the date of purchase, the Unvested
Shares may not be sold, assigned or otherwise transferred or exchanged until at
least six months and one day have elapsed from the date of
purchase.
 
 6.           Adjustment.  All
references to the number of Shares and the purchase price of the Shares in this
Agreement shall be appropriately adjusted in accordance with Section 14 of the
Plan to reflect any event described in Section 14 of the Plan occurring after
the date of this Agreement.
 
 7.           Notices.  Notices
required hereunder shall be given in person or by registered mail to the address
of Purchaser shown on the records of the Company, and to the Company at its
principal executive office.
 
 8.           Survival of
Terms.  This Agreement shall apply to and bind Purchaser and
the Company and their respective permitted as­signees and transferees,
heirs, legatees, executors, administrators and legal successors.
   13
  9.           Section 83(b) Election for
Unvested Shares Purchased Pursuant to a Non-Qualified Stock
Option.  Purchaser hereby acknowledges that he or she has been
informed that, with respect to the exercise of a Non-Qualified Stock Option for
Unvested Shares, unless an election is filed by Purchaser with the Internal
Revenue Service and, if necessary, the proper state taxing authorities, within thirty (30)
days after the purchase of the Shares, electing pursuant to Section 83(b)
of the Code (and similar state tax provisions if applicable) to be taxed
currently on any difference between the purchase price of the Shares and their
Fair Market Value on the date of purchase, there will generally be a recognition
of taxable income to the Purchaser, measured by the excess, if any, of the fair
market value of the Shares, at the time the Company’s Repurchase Option lapses
over the purchase price paid for the Shares.  Purchaser represents
that Purchaser has consulted any tax consultant(s) Purchaser deems advisable in
connection with the purchase of the Shares or the filing of the Election under
Section 83(b) and similar tax provisions.
 
 PURCHASER
ACKNOWLEDGES THAT IT IS PURCHASER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF PURCHASER REQUESTS
THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON PURCHASER’S
BEHALF.
 10.           Representations.  Purchaser
has reviewed with his or her own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions contemplated by
this Agree­ment.  Purchaser is relying solely on such advisors and
not on any state­ments or represen­tations of the Company or any of its
agents.  Purchaser understands that Purchaser (and not the Company)
shall be responsible for his or her own tax liability that may arise as a result
of this investment or the transactions contem­plated by this
Agreement.
 
 11.           Governing Law;
Severability.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California excluding that
body of law pertaining to conflicts of law.  Should any provision of
this Agreement be determined by a court of law to be illegal or unenforceable,
the other provisions shall nevertheless remain effective and shall remain
enforceable.
 
 (Signature
Page Follows)
 
 14
  Purchaser
represents that he or she has read this Agreement and is familiar with its terms
and provisions.  Purchaser hereby agrees to accept as binding,
conclusive and final all decisions or inter­preta­tions of the Board
upon any questions arising under this Agreement.
  IN
WITNESS WHEREOF, this Agreement is deemed made as of the date first set forth
above.
  BELVEDERE
      SOCALBy:Name:Title:PURCHASERBy:Name:Address:
  15
 EXHIBIT
B-2
 
 ASSIGNMENT
SEPARATE FROM CERTIFICATE
 
 
 FOR VALUE
RECEIVED I, ______________, hereby sell, assign and transfer unto 
(__________) shares of the Common Stock of Belvedere SoCal registered in my name
on the books of said corporation represented by Certificate No. _____
herewith and do hereby irrevocably constitute and appoint 
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.
 
 This
Assignment Separate from Certificate may be used only in accordance with the
Restricted Stock Purchase Agreement between Belvedere SoCal and the undersigned
dated ______________, _____.
 
 
 Dated:
_______________, ________
 
 
 Signature:______________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 INSTRUCTIONS:  Please do not fill in any
blanks other than the signature line.  The purpose of this assignment
is to enable the Company to exercise the Repurchase Option, as set forth in the
Restricted Stock Purchase Agreement, without requiring additional signatures on
the part of Purchaser.
 
 16
 
 EXHIBIT
B-3
 
 JOINT
ESCROW INSTRUCTIONS
 
 
 ,
____
 Secretary
 Belvedere
SoCal
 [________________]
 [________________]
 
 As Escrow
Agent for both Belvedere SoCal (together with any assignee of Belvedere SoCal,
the “Company”) and the
undersigned purchaser of stock of the Company (the “Purchaser”), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Restricted Stock Purchase Agreement (“Agreement”) between the
Company and the undersigned, in accordance with the following
instructions:
 
 1.           In
the event the Company exercises the Company’s Repurchase Option set forth in the
Agreement, the Company shall give to Purchaser and you a written notice
specifying the number of shares of stock to be purchased, the purchase price,
and the time for a closing hereunder at the principal office of the Company or,
at the election of the Company, at a Bank of the Company’s
choosing.  Purchaser and the Company hereby irrevocably authorize and
direct you to close the transac­tion contemplated by such notice in
accordance with the terms of said notice.
 
 2.           At
the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver the same, together with the certificate
evidencing the shares of stock to be transferred, to the Company or its
assignee, against the simultaneous delivery to you of the purchase price (by
cash, a check, or a combination thereof) for the number of shares of stock being
purchased pursuant to the exercise of the Company’s Repurchase
Option.
 
 3.           Purchaser
irrevocably authorizes the Company to deposit with you any certificates
evidencing shares of stock to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser
does hereby irrevocably constitute and appoint you as Purchaser’s
attorney-in-fact and agent for the term of this escrow to execute, with respect
to such securities, all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities.  Subject to the provisions of this paragraph 3,
Purchaser shall exercise all rights and privileges of a stockholder of the
Company while the stock is held by you.
 
 17
 
 4.           Upon
written request of Purchaser, but no more than once per calendar year, unless
the Company’s Repurchase Option has been exercised, you will deliver to
Purchaser a certificate or certificates representing the number of shares of
stock as are not then subject to the Company’s Repurchase
Option.  Within one hundred twenty (120) days after Purchaser ceases
to be a Service Provider (in all capacities, including ceasing to serve on the
Company’s Advisory Board), you will deliver to Purchaser a certificate or
certificates representing the aggregate number of shares held or issued pursuant
to the Agreement and not purchased by the Company or its assignees pursuant to
exercise of the Company’s Repurchase Option.
 
 5.           If,
at the time of termination of this escrow, you should have in your possession
any documents, securities, or other prop­erty belonging to Purchaser, you
shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.
 
 6.           Your
duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.
 
 7.           You
shall be obligated only for the performance of such duties as are specifically
set forth herein and may rely and shall be protected in relying or refraining
from acting on any instrument reasonably believed by you to be genuine and to
have been signed or presented by the proper party or parties.  You
shall not be person­ally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in
good faith, and any act done or omitted by you pursuant to the advice of your
own attorneys shall be conclusive evidence of such good faith.
 
 8.           You
are hereby expressly authorized to disregard any and all warnings given by any
of the parties hereto or by any other person or corporation, excepting only
orders or process of courts of law and are hereby expressly authorized to comply
with and obey orders, judgments or decrees of any court.  In case you
obey or comply with any such order, judgment or decree, you shall not be liable
to any of the parties hereto or to any other person, firm or corporation by
reason of such compliance, notwithstanding any such order, judgment or decree
being subsequently reversed, modified, annulled, set aside, vacated or found to
have been entered without jurisdiction.
 
 9.           You
shall not be liable in any respect on account of the identity, authorities or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for
hereunder.
 
 10.         You
shall not be liable for the expiration of any rights under any applicable state,
federal or local statute of limita­tions or similar statute or regulation
with respect to these Joint Escrow Instructions or any documents deposited with
you.
 
 11.         You
shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder,
may rely upon the advice of such counsel, and may pay such counsel reasonable
compensation therefor.
  12.         Your
responsibilities as Escrow Agent hereunder shall terminate if you shall cease to
be an officer or agent of the Company or if you shall resign by written notice
to each party.  In the event of any such termination, the Company
shall appoint a successor Escrow Agent.
   18
  13.         If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.
 
 14.         It
is understood and agreed that, should any dispute arise with respect to the
delivery and/or ownership or right of posses­sion of the securities held by
you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.
 
 15.         Any
notice required or permitted hereunder shall be given in writing and shall be
deemed effectively given upon personal delivery or upon deposit in the United
States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at such
addresses as a party may designate by written notice to each of the other
parties hereto.
 
 16.         By
signing these Joint Escrow Instructions, you become a party hereto only for the
purpose of said Joint Escrow Instructions; you do not become a party to the
Agreement.
 
 17.         This
instrument shall be binding upon and inure to the benefit of the parties hereto,
and their respective successors and permitted assigns.
 
 18.         These
Joint Escrow Instructions shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, excluding that body of law
pertaining to conflicts of law.
 
 (Signature
Page Follows)
 
 19
 
 IN
WITNESS WHEREOF, these Joint Escrow Instructions shall be effective as of the
date first set forth above.
 
 BELVEDERE
      SOCALBy:Name:Title:PURCHASERBy:Name:Address:ESCROW
      AGENTBy:Name:Title:
 20
 
 EXHIBIT
B-4
 
 CONSENT
OF SPOUSE
 
 I,
____________________, spouse of _____________, have read and approve the
Restricted Stock Purchase Agreement dated ___________, _____, between my spouse
and Belvedere SoCal.  In consideration of granting of the right to my
spouse to purchase shares of Belvedere SoCal set forth in the Restricted Stock
Purchase Agreement, I hereby appoint my spouse as my attorney-in-fact in respect
to the exercise of any rights under the Agreement and agree to be bound by the
provisions of the Restricted Stock Purchase Agreement insofar as I may have any
rights in said Restricted Stock Purchase Agreement or any shares issued pursuant
thereto under the community property laws or similar laws relating to marital
prop­erty in effect in the state of our residence as of the date of the
signing of the foregoing Restricted Stock Purchase Agreement.
  
 Dated:
_______________, ______
 
 
  Signature of
      Spouse
   21
 
 EXHIBIT C1
  INVESTMENT
REPRESENTATION STATEMENT
  OPTIONEE
                :
                [NAME]COMPANY
                :
                Belvedere
      SoCalSECURITY
                :
                Common
    StockAMOUNT
                :DATE
                :
 In connection with the purchase of the
above-listed shares of Common Stock (the “Securities”) of
Belvedere SoCal. (the “Company”), the
undersigned (the “Optionee”) represents
to the Company the following:
  (a)  Optionee
is aware of the Company’s business affairs and financial condition and has
acquired sufficient information about the Company to reach an informed and
knowledgeable decision to acquire the Securities.  Optionee is
acquiring these Securities for investment for Optionee’s own account only and
not with a view to, or for resale in connection with, any “distribution” thereof
within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”).
  (b)  Optionee
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of Optionee’s investment
intent as expressed herein.  Optionee understands that the Securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is
available.  Optionee further acknowledges and understands that the
Company is under no obligation to register the Securities.  Optionee
understands that the certificate evidencing the Securities will be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel
satisfactory to the Company and any other legend required under applicable state
securities laws.
   1
      This statement may not be necessary if shares have ceased to be registered
      under the Securities Act at the time of
  exercise.
 
 22
  (c)  Optionee
is familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale of “restricted securities” acquired, directly or indirectly from the
issuer thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule 701 provides that if the issuer qualifies under
Rule 701 at the time of the grant of the Option to Optionee, the exercise
will be exempt from registration under the Securities Act.  In the
event the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90)
days thereafter (or such longer period as any market stand-off agreement may
require) the Securities exempt under Rule 701 may be resold, subject to the
satisfaction of certain of the conditions specified by Rule 144, including,
in the case of an affiliate, (i) the resale being made through a broker in
an unsolicited “broker’s transaction” or in transactions directly with a
market maker (as said term is defined under the Securities Exchange Act of
1934), (ii)  the availability of certain public information about the
Company, (iii) the amount of Securities being sold during any three (3) month
period not exceeding the limitations specified in Rule 144(e), and (iv) the
timely filing of a Form 144, if applicable.
  In the
event that the Company does not qualify under Rule 701 at the time of grant
of the Option, then the Securities may be resold beginning ninety (90) days
after the Company becomes subject to the reporting requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934 in certain
limited circumstances subject to the provisions of Rule 144, which
requires the resale to occur not less than six months  after the
later of the date the Securities were sold by the Company or the date the
Securities were sold by an affiliate of the Company, within the meaning of
Rule 144 and the availability of certain public information about the
Company (subject to certain exceptions); and, in the case of a sale of the
Securities by an affiliate,  the satisfaction of the conditions set
forth in sections (i), (ii), (iii) and (iv) of the paragraph immediately
above.
  (d)  Optionee
further understands that in the event all of the applicable requirements of
Rule 701 or 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A, or some other registration exemption will be
required; and that, notwithstanding the fact that Rules 144 and 701 are not
exclusive, the Staff of the Securities and Exchange Commission has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and otherwise than pursuant to Rules 144 or 701 will
have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and
their respective brokers who participate in such transactions do so at their own
risk.  Optionee understands that no assurances can be given that any
such other registration exemption will be available in such event.
  
 23
  (e)  Optionee
understands and acknowledges that the Company will rely upon the accuracy and
truth of the foregoing representations and Optionee hereby consents to such
reliance.
  Signature
      of Optionee:
 
  
 Date:
______________________