Unassociated Document


    Exhibit
10.2

     

    PROVIDENT
FINANCIAL HOLDINGS, INC.

     

    2010
EQUITY INCENTIVE PLAN

     

    NON-QUALIFIED STOCK OPTION
AGREEMENT

    


    NQSO No.
____

    


    This Option is granted on __________,
____ (the "Grant Date"), by Provident Financial
Holdings, Inc. (the "Company"), to ____________ (the "Optionee"), in accordance with the
following terms and conditions:

    


    1.  Option Grant and Exercise
Period.  The Company hereby grants to the Optionee a
Non-Qualified Stock Option (“Option”) to purchase, pursuant to the Provident
Financial Holdings, Inc. 2010 Equity Incentive Plan, as the same may be amended
from time to time (the "Plan"), and upon the terms and
conditions therein and hereinafter set forth, an aggregate of ________ shares
(the "Option Shares") of the common stock of the
Company ("Common
Stock") at the price of
$_____ per share (the "Exercise Price").  A copy of the
Plan, as currently in effect, is incorporated herein by reference and is
attached to this Award Agreement.

    


    This Option shall be exercisable only
during the period (the "Exercise Period") commencing on the dates set
forth in Section 2 below, and ending at 5:00 p.m., Riverside, California time,
on the date ____ years after the Grant Date, such later time and date being
hereinafter referred to as the "Expiration Date," subject to earlier expiration
in accordance with Section 5 in the event of a Termination of
Service.

    


    2.  Method of Exercise of This
Option.  This Option may be exercised during the Exercise
Period, with respect to not more than the cumulative number of Option Shares set
forth below on or after the dates indicated, by giving written notice to the
Company as hereinafter provided specifying the number of Option Shares to be
purchased.  The number of Option Shares that are exercisable on a
particular date pursuant to this Section 2 shall not be accelerated by the
Committee (as defined in the Plan) except, to the extent provided in this Award
Agreement, in the event of the death or disability of the Optionee, or in
connection with a change in control.

    


    Cumulative Number of

    Option Shares
Exercisable                                                                           Date

    


     

    


    


    The
notice of exercise of this Option shall be in the form prescribed by the
Committee referred to in Article IV of the Plan and directed to the address set
forth in Section 11 below.  The date of exercise is the date on which
such notice is received by the Company.  Such notice shall be
accompanied by payment in full of the Exercise Price for the Option Shares to be
purchased upon such exercise.  Payment shall be made (i) in cash,
which may be in the form of a check, 

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    money
order, cashier's check or certified check, payable to the Company, or (ii) by
delivering shares of Common Stock already owned by the Optionee having a Fair
Market Value equal to the Exercise Price, or (iii) a combination of cash and
such shares.  Promptly after such payment, subject to Section 3 below,
the Company shall issue and deliver to the Optionee or other person exercising
this Option a certificate or certificates representing the shares of Common
Stock so purchased, registered in the name of the Optionee (or such other
person), or, upon request, in the name of the Optionee (or such other person)
and in the name of another in such form of joint ownership as requested by the
Optionee (or such other person) pursuant to applicable state law.

    


    3.  Delivery and Registration of
Shares of Common Stock.  The Company's obligation to deliver
shares of Common Stock hereunder shall, if the Committee so requests, be
conditioned upon the Optionee's compliance with the terms and provisions of
Section V of the Plan.

    


    4.  Nontransferability of This
Option.  This Option may not be assigned, encumbered,
transferred, pledged or hypothecated except, (i) in the event of the death of
the Optionee, by will or the applicable laws of descent and distribution, or
(ii) pursuant to a "domestic relations order," as defined in Section
414(p)(1)(B) of the Code, or (iii) in a gift to any member of the Participant's
immediate family or to a trust for the benefit of one or more of such immediate
family members.  During the lifetime of the Optionee, this Option
shall be exercisable only by the Optionee or a person acting with the legal
authority of the Optionee unless it has been transferred as permitted hereby, in
which case it shall be exercisable only by such transferee.  For the
purpose of this Section 4, a Participant's "immediate family" shall mean the Participant's
spouse, children and grandchildren.  The provisions of this Option
shall be binding upon, inure to the benefit of and be enforceable by the parties
hereto, the successors and assigns of the Company and any person acting with the
legal authority of the Optionee or to whom this Option is transferred in
accordance with this Section 4.

    


    5.  Termination of Service or
Death of the Optionee.  Except as provided in this Section 5
and Section 8 below, and notwithstanding any other provision of this Option to
the contrary, this Option shall be exercisable only if the Optionee has not
incurred a Termination of Service at the time of such exercise.

    


    If the Optionee incurs a Termination of
Service for any reason excluding death and Termination of Service for Cause, the
Optionee may, but only within the period of one year immediately succeeding such
Termination of Service and in no event after the Expiration Date, exercise this
Option to the extent the Optionee was entitled to exercise this Option on the
date of Termination of Service.  If the Optionee incurs a Termination
of Service for Cause, all rights under this Option shall expire immediately upon
the giving to the Optionee of notice of his termination, except as provided in
Section 8 below.

    


    In the event of the death of the
Optionee prior to the Optionee's Termination of Service or during the one year
period referred to in the immediately preceding paragraph, the person or persons
to whom the Option has been transferred pursuant to Section 4 may, but only to
the extent the Optionee was entitled to exercise this Option on the date of the
Optionee's death, exercise this Option at any time within one year following the
death of the Optionee, but in no 

     

     

    
      
         


      

      
        NQSO-2

        
          

        

      

      
         


      

    

     

    event
after the Expiration Date.  Following the death of the Optionee, the
Committee may, in its sole discretion, as an alternative means of settlement of
this Option, elect to pay to the person to whom this Option is transferred
pursuant to Section 4 the amount by which the Fair Market Value per share of
Common Stock on the date of exercise of this Option shall exceed the Exercise
Price per Option Share, multiplied by the number of Option Shares with respect
to which this Option is properly exercised.  Any such settlement of
this Option shall be considered an exercise of this Option for all purposes of
this Option and of the Plan.

    


    6.  Adjustments for Changes in
Capitalization of the Company.  In the event of any change in
the outstanding shares of Common Stock by reason of any recapitalization, stock
split, reverse stock split, stock dividend, reorganization, consolidation,
combination or exchange of shares, merger, or any other change in the corporate
structure of the Company or in the shares of Common Stock, the number and class
of shares covered by this Option and the Exercise Price shall be appropriately
adjusted by the Committee, whose determination shall be conclusive.

    


    7.  Effect of Merger or Other
Reorganization.  In the event of any merger, consolidation or
combination of the Company with or into another corporation (other than a
merger, consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding shares of Common Stock
being converted into or exchanged for different securities, cash or other
property, or any combination thereof), the Optionee shall have the right
(subject to the provisions of the Plan and the limitations contained herein),
thereafter and during the Exercise Period, to receive upon exercise of this
Option an amount equal to the excess of the Fair Market Value on the date of
such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a share
of Common Stock over the Exercise Price, multiplied by the number of Option
Shares with respect to which this Option shall have been
exercised.  Such amount may be payable fully in cash, fully in one or
more of the kind or kinds of property payable in such merger, consolidation or
combination, or partly in cash and partly in one or more of such kind or kinds
of property, all in the discretion of the Committee.

    


    8.  Effect of Change in
Control.  If a tender offer or exchange offer for shares of the
Company (other than such an offer by the Company) is commenced, or if a Change
in Control shall occur, and the Optionee thereafter incurs a Termination of
Service for any reason whatsoever, this Option shall (to the extent it is not
then exercisable) become exercisable in full upon the happening of such events;
provided, however, that this Option shall not become exercisable to the extent
that it has previously been exercised or otherwise terminated.

    


    9.  Stockholder Rights Not
Granted by This Option.  The Optionee is not entitled by virtue
hereof to any rights of a stockholder of the Company or to notice of meetings of
stockholders or to notice of any other proceedings of the Company.

    


    10.  Withholding,
Tax.  Where the Optionee or another person is entitled to
receive Option Shares pursuant to the exercise of this Option, the Company shall
have the right to require the Optionee or such other person to pay to the
Company the amount of any taxes which the Company or any of its Affiliates is
required to withhold with respect to such Option Shares, 

     

     

    
      
         


      

      
        NQSO-3

        
          

        

      

      
         


      

    

     

    or in
lieu thereof, to retain, or sell without notice, a sufficient number of such
shares to cover the amount required to be withheld, or, in lieu of any of the
foregoing, to withhold a sufficient sum from the Optionee's compensation payable
by the Company to satisfy the Company's tax withholding
requirements.

    


    11.  Notices.  All
notices hereunder to the Company shall be delivered or mailed to it addressed to
the Secretary of Provident Financial Holdings, Inc., 3756 Central Avenue,
Riverside, California 92506.  Any notices hereunder to the Optionee
shall be delivered personally or mailed to the Optionee's address noted
below.  Such addresses for the service of notices may be changed at
any time provided written notice of the change is furnished in advance to the
Company or to the Optionee, as the case may be.

    


    12.  Plan and Plan
Interpretations as Controlling.  This Option and the terms and
conditions herein set forth are subject in all respects to the terms and
conditions of the Plan, which are controlling.  Capitalized terms used
herein which are not defined in this Award Agreement shall have the meaning
ascribed to such terms in the Plan.  All determinations and
interpretations made in the discretion of the Committee shall be final and
conclusive upon the Optionee or his legal representatives with regard to any
question arising hereunder or under the Plan.

    


    13.  Optionee
Service.  Nothing in this Option shall limit the right of the
Company or any of its Affiliates to terminate the Optionee's service as a
director, advisory director, director emeritus, or employee, or otherwise impose
upon the Company or any of its Affiliates any obligation to employ or accept the
services of the Optionee.

    


    14.  Amendment.  The
Committee may waive any conditions of or rights of the Company or modify or
amend the terms of this Award Agreement; provided, however, that the Committee
may not amend, alter, suspend, discontinue or terminate any provision hereof
which may adversely affect the Optionee without the Optionee's (or his legal
representative's) written consent.

    


    15.  Optionee
Acceptance.  The Optionee shall signify his acceptance of the
terms and conditions of this Option by signing in the space provided below and
returning a signed copy hereof to the Company at the address set forth in
Section 11 above.

    



    
      
         


      

      
        NQSO-4 


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Award Agreement to be executed as of the date first above
written.

     

     

    
 

    PROVIDENT FINANCIAL HOLDINGS,
INC.

    


    


    


    By:
____________________________

    Its:
____________________________

    


    


    


    ACCEPTED:

    


    


    ____________________________________

    (Signature)

    


    


    ____________________________________

    (Street Address)

    


    


    ____________________________________

    (City, State and Zip
Code)


    


    


     

     

     

     

    NQSO-5