Exhibit 10.1


SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


This Second Amended and Restated Employment Agreement (this “Agreement”) is made this 12th day of June, 2007 (the “Effective Date”), by and between MISSION COMMUNITY
BANK (the “Bank”), having a principal
place of business at 581 Higuera Street, San Luis Obispo, California  93406, and ANITA M. ROBINSON (“Executive”), whose residence address is 8570
Corriente Road, Atascadero, California  93422,
with reference to the following:


R E C I T A L S


WHEREAS, the Bank is a banking corporation duly organized, validly existing,
and in good standing under the laws of the State of California, with power to
own property and carry on its business as it is now being conducted;


WHEREAS, the Bank desires to continue to avail itself of the skill, knowledge,
and experience of Executive in order to insure the successful management of its
business;


WHEREAS, the Bank and Executive entered into that certain Employment Agreement
effective January 1, 2002, as amended by an Amended and Restated Employment
Agreement dated as of August 28, 2006 (collectively, the “Original Agreement”), which Original
Agreement has been amended by mutual agreement of the parties through the
Effective Date;


WHEREAS, the parties hereto desire to specify the terms of Executive’s continued
employment by the Bank as controlling Executive’s continued employment with the
Bank; and


WHEREAS, the parties wish to enter into this Agreement to reflect the Original
Agreement as amended by the parties through the Effective Date and to supersede
the Original Agreement;


NOW, THEREFORE, in consideration of the mutual covenants
hereinafter set forth, and intending to be legally bound, it is agreed that
from and after the Effective Date, the following terms and conditions shall
apply to Executive’s said employment:


A G R E E M E N T


A.                                   TERM OF EMPLOYMENT


1.             Term.  The Bank hereby employs
Executive and Executive hereby accepts employment with the Bank for the period
commencing on January 1, 2007 and terminating on December 31, 2012, unless
terminated earlier as provided for in this Agreement (the “Term”). 
Where used herein, “Term” shall refer to the entire period of employment
of Executive by Bank hereunder, whether for the period provided above,
including any extensions thereof, or whether terminated earlier as hereinafter
provided.













B.                                     DUTIES OF EXECUTIVE


1.             Duties.  Executive shall perform the
duties of Chief Executive Officer of the Bank, subject to the powers by law
vested in the Board of Directors of the Bank and in the Bank’s
shareholders.  The duties of Executive
may be changed from time to time by the mutual consent of Executive and Bank
without resulting in a rescission of this Agreement, Executive agrees to also
hold the office of President of the Bank at the request of the Board of
Directors of the Bank.  Notwithstanding
any such change from the duties originally assigned and specified above, or
hereafter assigned, the employment of Executive shall be construed as
continuing under this Agreement as modified; provided, however, any material
changes in Executive’s duties, without Executive’s consent, shall be construed
as a termination of Executive without cause. 
Without limiting the foregoing, Executive agrees to hold such positions
with Mission Community Bancorp (the “Company”) as
the Company may direct without payment of additional compensation.  During the Term, Executive shall perform
exclusively the services herein contemplated to be performed by Executive
faithfully, diligently, and to the best of Executive’s ability, consistent with
the highest and best standards of the banking industry and in compliance with
all applicable laws and the Bank’s Articles of Incorporation, Bylaws, and
internal written policies.  Executive
shall also be nominated by the Boards of Directors of the Company and the Bank
to serve as a director of the Company and the Bank during the Term.  


2.             Conflicts of Interest. 
Except as permitted by the prior written consent of the Board of
Directors of the Bank, Executive shall devote Executive’s entire productive
time, ability, and attention to the business of the Bank during the Term, and
Executive shall not directly or indirectly render any services of a business,
commercial, or professional nature, to any other person, firm, or corporation,
whether for compensation or otherwise, which are in conflict with the Bank’s
interest.  


C.            COMPENSATION


1.             Base Salary.  For Executive’s services
hereunder, commencing January 1, 2007, the Bank shall pay or cause to be paid
as annual base salary to Executive the sum of not less than One Hundred Seventy-Five
Thousand Dollars ($175,000) for each year (i.e., 12-month period) of the Term
(the “Base Salary”).  Said salary shall be payable in equal
installments in conformity with Bank’s normal payroll periods.  Annual increases, if any, commencing January
1, 2008, may be made in the sole discretion of the Board of Directors.


2.             Bonuses.  During the first year of the Term,
Executive shall be entitled to receive as an incentive, a bonus as determined
and payable in accordance with the Bank’s Officers’ Incentive Compensation
Program as set forth on Exhibit “A” hereto, as it may be amended from time to
time by mutual agreement of the Board of Directors and Executive, together with
such other bonus as the Board of Directors shall determine from time to time in
its sole and absolute discretion (collectively, the “Incentive
Bonus”).  Thereafter,
Executive’s Incentive Bonus shall be reviewed and determined annually.  


D.            EXECUTIVE BENEFITS


1.             Vacation and Sick Pay.  Executive
shall be entitled to four (4) weeks vacation during each year of the Term;
provided, however, that for each year of the Term, Executive is required to and
shall take at least two (2) weeks of said vacation (the



 2
 









“Mandatory Vacation”), which shall be taken
consecutively.  Any vacation time not
used in excess of the Mandatory Vacation may be accumulated in accordance with
Bank’s Personnel Policy.  Executive shall
also be entitled to sick pay in accordance with Bank’s Personnel Policy.


2.             Automobile Allowance. 
During the Term, the Bank shall provide Executive with a $1,000.00 per
month automobile allowance.  Provided the
Bank pays the foregoing automobile allowance, the Bank shall have no other
duty, responsibility or liability on account of Executive’s automobile and at
all times during the Term, Executive shall maintain such insurance on the
automobile including, without limitation, liability for personal injury and
property damage as the Bank shall from time to time reasonably require to
protect Bank against any loss which may arise from Executive’s use of the
automobile while working for the Bank.


3.             Group Medical and Life Insurance Benefits.  The
Bank shall provide for Executive, at Bank’s expense, participation in the Bank’s
existing medical, dental, vision, accident, health and life insurance benefits
in accordance with benefits provided to Bank employees generally, but at a
level commensurate with other officers of the Bank; provided however, that,
subject to satisfying the requirements of the insurer(s), Executive shall be
provided $750,000 in life insurance benefits (collectively, the “Insurance Coverage”). 
Said Insurance Coverage shall be in existence as of the Effective Date
hereof and shall continue throughout the Term. 
The Bank’s liability to Executive for any breach of this Paragraph D.3 shall
be limited to the amount of premiums required hereunder to be payable by the
Bank to obtain or maintain, as applicable, the coverages contemplated herein.


4.             Stock Options.  All
options to purchase shares of the authorized but unissued Common Stock of the
Company heretofore granted to Executive shall remain in full force and effect
subject to the terms and conditions of those options as so granted.  The Bank and Executive acknowledge and agree
that as of the Effective Date Executive has been granted options which remain
unexercised to purchase those shares of the Company’s Common Stock as listed on
Exhibit “B” hereto.  By separate stock
option agreement Executive shall also be given a new option to purchase a
number of shares of the Company common stock equal to the lesser of (a) 25,000
shares or (b) 5.0% of the number of shares issued in the first public offering
of Company shares occurring after the Effective Date and prior to December 31,
2007, which option shall be granted as of the date of the final closing of such
offering.  The exercise price per share
shall be equal to the greater of the fair market value per share of the common
stock of the Company on the date of grant or the offering price in such
offering.  In the event the offering is
not completed, no options will be issued. 
The term of the option shall be ten years and shall vest in five (5)
annual installments of 20% per year over a period of five (5) years, with the
first such installment to vest one year after the Effective Date and with
subsequent installments vesting on the second, third, fourth and fifth
anniversaries of the Effective Date.  The
option shall be a non-qualified option for purposes of the Internal Revenue
Code of 1986.  The shares to be issued
upon the exercise of the option will be restricted securities, will not be
required to be registered under the Securities Act of 1933, and may not be sold
by Executive except pursuant to an effective registration statement or applicable
exemption therefrom.  The stock option
agreement shall set forth additional terms for such option.


5.             Additional Benefits. 
Executive shall be entitled to participate in all programs, rights and
benefits for which Executive is otherwise entitled under any 401(k)



 3
 









plan,
bonus plan, incentive plan, participation plan, extra compensation plan,
pension plan, profit sharing plan, savings plan, life, medical, dental, other
health care, disability or other insurance plan or policy or other plan or
benefit Bank may provide for senior executives or for employees of Bank
generally, from time to time, in effect during the Term.  


E.                                      REIMBURSEMENT FOR BUSINESS EXPENSES


1.             Business Expenses.  Executive
shall be entitled to reimbursement by the Bank for any ordinary and necessary
business expenses incurred by Executive in the performance of Executive’s
duties and in acting for the Bank during the Term, which types of expenditures
shall be determined by the Board of Directors, provided that:


(a)           Each
such expenditure is of a nature qualifying it as a proper deduction on the
federal and state income tax returns of the Bank as a business expense and not
as a deductible compensation to Executive; and


(b)           Executive  furnishes 
to  the  Bank 
adequate records and other documentary evidence required by federal and
state statutes and regulations issued by the appropriate taxing
authorities  for  the 
substantiation  of  such 
expenditures  as deductible
business expenses of the Bank and not as deductible compensation to Executive.


2.             Reimbursement. 
Executive agrees that, if at any time payment made to Executive by Bank
for business expense reimbursement shall be disallowed in whole or in part as
deductible business expense by the appropriate taxing authorities, the amount
so disallowed shall be treated as taxable compensation to Executive.


F.                                      TERMINATION


1.             Termination for Cause.  The
Bank may terminate Executive’s employment at any time by action of the Board of
Directors for “cause” if:


(a)           Executive
fails to perform or habitually neglects the duties which Executive is required
to perform hereunder;


(b)           if
Executive engages in illegal activity which materially adversely affects the
Bank’s reputation in the community or which evidences the lack of Executive’s
fitness or ability to perform Executive’s duties as reasonably determined by
the Board of Directors, in good faith;


(c)           Executive
commits any act which would cause termination of coverage under the Bank’s
Bankers’ Blanket Bond as to Executive or as to the Bank as a whole;


(d)           any
regulatory authority having supervisory authority over Bank exercises its cease
and desist powers to remove Executive from office or advises Bank that
Executive should be removed from office;


(e)           if
the Bank is closed by or taken over by the California Commissioner of Financial
Institutions or other supervisory authority, including the Federal Deposit
Insurance Corporation;



 4
 









(f)            in
the event of Executive’s death, or if Executive is found to be physically or
mentally incapable of performing Executive’s duties for a period of ninety (90)
days or greater by the Board of Directors, in good faith; or


(g)           any
other act or omission which would constitute “cause” under California law
occurs.  Such termination shall not
prejudice any remedy which the Bank may have at law, in equity, or under this
Agreement.


Termination pursuant to this Paragraph F.1 shall become effective two
(2) days after written notice of termination.


2.             Change in Control Event.  In
the event of a “Change of Control” Executive’s employment with the Bank may not
be terminated by Bank, the surviving or resulting entity or the transferee of
the Bank’s assets.  In the event of a “Change
of Control” Executive may terminate Executive’s employment under this Agreement
for “Good Cause.”


(a)                                              A Change of Control shall be deemed to have
occurred if:


(i)            
there shall be consummated (A) any consolidation or merger of the Company,
other than a merger of the Company in which the holders of the Company’s Common
Stock immediately prior to the merger have substantially the same proportionate
ownership of common stock of the surviving corporation immediately after the
merger, in which the Company is not the continuing or surviving corporation, or
pursuant to which shares of the Company’s Common Stock would be converted in
whole or in part into cash, securities or other property, if as a result of the
consolidation or merger, the continuing or surviving corporation acquired more
than 50% of the total fair market value or total voting power of the Company’s
Common Stock, or (B) any sale, lease, exchange or transfer (in one transaction
or a series of related transactions) of all or substantially all the assets
(which shall be defined as more than 50% of the total gross fair market value
of all of the assets) of the Company, or


(ii)           the
shareholders of the Company shall approve any plan or proposal for the
liquidation or dissolution of the Company, or


(iii)          any “person”
(as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934 (the “Exchange Act”)), other than the Company or a
subsidiary thereof or a corporation owned, directly or indirectly, by the
shareholder of the Company, shall become the beneficial owner (within the
meaning of Rule 13(d)(3) under the Exchange Act) of securities of the Company
representing 35% or more of the combined voting power of the Company’s then
outstanding securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise, or


(iv)          at
any time during a twelve-month period, individuals who, at the beginning of
such period, constituted the Board of Directors of the Company shall cease for any
reason to constitute at least a majority thereof, unless the election or the
nomination for election by the Company’s shareholders of each new director
during such twelve-month period was approved by a vote of at least two-thirds
of the directors then still in office who



 5
 









were
directors at the beginning of such twelve-month period, or


(v)           any “person”
(as such term is used in Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934 (the “Exchange Act”)), other than the Company, Bank or a
subsidiary thereof or a corporation owned, directly or indirectly, by the
shareholder of the Company or Bank, shall become the beneficial owner (within
the meaning of Rule 13(d)(3) under the Exchange Act) of securities of the Bank
representing 35% or more of the combined voting power of the Bank’s then
outstanding securities ordinarily (and apart from rights accruing in special
circumstances) having the right to vote in the election of directors, as a
result of a tender or exchange offer, open market purchases, privately
negotiated purchases or otherwise.


(b)           The
following shall constitute “Good Cause”:


(i)            subsequent
to a Change of Control, and without Executive’s express written consent, the
assignment to Executive of any duties substantially inconsistent with Executive’s
positions, duties, responsibilities and status with Bank immediately prior to
the Change of Control, or a substantial change in Executive’s reporting
responsibilities, titles or offices as in effect immediately prior to the
Change of Control, or any removal of Executive from or any failure to re-elect
Executive to any of such positions, except in connection with the termination
of Executive’s employment pursuant to Paragraph F.1 hereof, or as a result of
Executive’s retirement, or by Executive other than for Good Cause;


(ii)           subsequent
to a Change of Control a 10% or greater reduction by Bank in Executive’s Base Salary
and benefits as in effect on the Effective Date or as the same may be increased
from time to time;


(iii)          subsequent
to a Change of Control and without Executive’s express written consent, Bank’s
requiring Executive to be based anywhere other than within 15 miles of Bank’s
main office location immediately prior to the Change of Control, exclusive of
required travel on Bank business; or


(iv)          subsequent
to a Change of Control, the failure by Bank to obtain the assumption of the agreement
to perform this Agreement by any successor as contemplated in Paragraph G.5
hereof.


3.             Termination Without Cause. 
Notwithstanding anything to the contrary contained herein, it is agreed
by the parties hereto that either the Bank or Executive may at any time elect
to terminate Executive’s employment by the Bank for any reason.  Such termination shall be effective upon the
giving of not less than five (5) days prior written notice where the Bank is
terminating Executive’s employment and upon the giving of not less than sixty
(60) days’ prior written notice where Executive is terminating her employment
hereunder.


4.             Expiration of Term Without Renewal.  If
the Bank is unwilling, for any reason whatsoever, to enter into a new
employment agreement with Executive at the expiration of the full Term, or the
Executive and Bank are unable to reach a mutually agreeable contract prior to
the expiration of a full Term, or Executive decides to retire or to take
employment elsewhere at the expiration of the full Term, then Executive=s employment



 6
 









with
Bank shall terminate at the end of the full Term.


5.             Effect of Termination.


(a)           In
the event Executive=s employment with Bank is terminated for any
of the reasons specified in Paragraphs F.1 or F.3 (as a result of Executive’s
election to terminate) of this Agreement, Executive shall be entitled to (i)
the Base Salary and Incentive Bonus earned by Executive prior to the date of
termination, computed pro rata up to and including that date, and (ii) accrued
but unused vacation time, but Executive shall be entitled to no further
compensation or benefits otherwise provided for or contemplated under this
Agreement.


(b)           In
the event Executive=s employment with Bank is terminated pursuant
to Paragraph F.3 of this Agreement (as a result of Bank’s election to terminate
and no Change of Control has occurred), Executive shall be entitled to (i) the
Base Salary and Incentive Bonus earned by Executive prior to the date of
termination, computed up to and including that date, (ii) accrued but unused
vacation time, and (iii) an amount equal to twelve (12) months of Executive’s
Base Salary in effect immediately prior to the date of termination, payable in
equal installments over twelve (12) months in accordance with the Bank’s normal
payroll periods.


(c)           In
the event Executive=s employment with Bank is terminated pursuant
to Paragraph F.2 of this Agreement (as a result of Executive’s election to
terminate for Good Cause), or by Bank or the resulting or surviving entity
pursuant to Paragraph F.3 after a Change of Control has occurred, Executive
shall be entitled to (i) the Base Salary and Incentive Bonus earned by
Executive prior to the date of termination, computed pro rata up to and
including that date, (ii) accrued but unused vacation time, (iii) the
continuation of the Insurance Coverage as provided in Paragraph D.3 hereof and
the automobile allowance as provided in Paragraph D.2 hereof for a period of twenty
four (24) months from and after the date of termination, (iv) an amount equal
to twenty four (24) months of Executive’s Base Salary in effect immediately prior
to the date of termination in a lump sum payment, and (v) a lump sum amount equal
to the Incentive Bonus paid to Executive for each of the two years preceding
the year in which the termination occurs.


(d)           The
payment of such benefits shall discharge Bank from any further liability to
Executive under this Agreement.


(e)           In
the event Executive=s employment with Bank and the Term are
terminated pursuant to Paragraph F of this Agreement, the provisions of
Paragraph G hereof shall survive said termination and shall inure to the
benefit of and be binding upon the parties hereto and their respective
executors, administrators, successors and assigns.


(f)            In
the event Executive=s employment with Bank is terminated in
accordance with this Paragraph F of this Agreement (whether by Executive or
Bank) and at such time Executive is a member of the Board of Directors of
Company, Bank or any subsidiary thereof, or holds any other office thereof,
Executive shall, and hereby agrees to, tender Executive=s resignation from the Board of Directors of
the Company, Bank and all subsidiaries thereof and any committees thereof and
all other offices of the Company, Bank and all subsidiaries thereof then held
by Executive effective on the date of termination.  If such resignation is not received by the
Bank within three (3) days after the date of



 7
 









termination,
Executive hereby authorizes and directs the Board of Directors of all such
entities to consider the failure to so act as Executive’s resignation from all
said positions effective as of the date of termination.


G.            GENERAL PROVISIONS


1.             Trade Secrets.  During
the Term, Executive will have access to and become acquainted with what
Executive and Bank acknowledge are trade secrets; to wit, knowledge or data concerning
the Bank, including its operations and methods of doing business, and the
identity of customers of the Bank, including knowledge of their financial
condition and their financial needs. 
Executive shall not disclose any of the aforesaid trade secrets,
directly or indirectly, or use them in any way, either during the Term or for a
period of five (5) years after the termination of this Agreement, except as
required in the course of Executive’s employment with the Bank.


2.             Covenant Not to Interfere.  Executive
hereby covenants and agrees that Executive will not during the Term, or for the
period during which Executive receives any compensation from Bank, whether
pursuant to this Agreement or otherwise, plus an additional period of one (1) year,
disrupt, damage, impair or interfere with the business of Bank, whether by way
of interfering with or raiding its employees, disrupting its relationships with
customers or their agents, representatives or vendors, or otherwise.  After termination of employment, Executive is
not, however, restricted from being employed by or engaging in a competing
business.


3.             Return of Documents. 
Executive expressly agrees that all manuals, documents, files, reports,
studies, instruments, or other materials used and/or developed by Executive
during the Term are solely the property of the Bank, and that Executive has no
right, title, or interest therein.   Upon
termination of this Agreement, Executive or Executive’s representative shall
promptly deliver possession of all of said property to the Bank in good condition.


4.             Notices.  All notices, demands, or other communications
hereunder shall be in writing and shall be delivered in person (professional
courier acceptable); or by United States mail, certified or registered, postage
prepaid, with return receipt requested; or by facsimile transmission; or
otherwise actually delivered, to the addresses for the parties appearing at the
inception of this Agreement.  The persons
or addresses to which mailings or deliveries shall be made may change from time
to time by notice given pursuant to the provisions of this Paragraph G.4.  Any notice, demand, or other communication
given pursuant to this Agreement shall be deemed to have been given on the date
actually delivered, if delivered in person, three (3) days following the date
mailed, if delivered by U.S. mail, or upon written confirmation of transmission,
if delivered by facsimile.


5.             Benefit of Agreement.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective executors, administrators, successors and assigns.


6.             Review by Counsel. 
Executive represents and warrants to the Bank that she has had this
Agreement reviewed by independent legal counsel of her choice, or if she has
not, that she has had the opportunity to do so, and hereby waives any claim, objection,
or defense on the grounds that this Agreement has not been reviewed by legal



 8
 









counsel
of her choice.


7.             California Law.  This
Agreement is to be governed by and construed in accordance with the laws of the
State of California.


8.             Captions and Paragraph Headings. 
Captions and paragraph headings used herein are for convenience only and
are not a part of this Agreement and shall not be used in construing this
Agreement.


9.             Invalid Provisions. 
Should any provision of the Agreement 
for  any  reason 
by  declared  invalid, 
void, unenforceable by a court of competent jurisdiction, the validity
and binding effect of any remaining portion shall not be affected, and the
remaining portions of this Agreement shall remain in full force and effect as
if this Agreement had been executed with said provisions eliminated.


10.           Entire
Agreement.  This Agreement and the other agreements,
plans or documents specifically referred to herein, including Stock Option
Agreements,  contain the entire agreement
of the parties.  This Agreement
supersedes any and all other agreements, either oral or in writing, between the
parties with respect to the employment of Executive by the Bank, including the
Original Agreement and any Salary Protection Agreement.   Each party to this Agreement acknowledges
that no representation inducements, promises, or agreements, oral or otherwise,
have be made by any party, or anyone acting on behalf of any party, which are
not embodied herein, and that no other agreement, statement, premise not
contained in this Agreement shall be valid or binding.  This Agreement may not be modified or amended
by oral agreement but only by an agreement in writing signed by both the Bank and
Executive.



 9
 









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


	
  

  	
  MISSION COMMUNITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William B. Coy

  	
   

  
	
   

  	
   

  	
  William B. Coy

  
	
   

  	
  Its:

  	
  Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roxanne Carr

  	
   

  
	
   

  	
  Its:

  	
  Vice Chairman of the Board of Directors

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Anita M. Robinson

  	
   

  
	
   

  	
  ANITA M. ROBINSON

  
						



 



 10
 









Exhibit A


CEO INCENTIVE COMPENSATION PROGRAM


PURPOSE


The
purpose of the CEO Incentive Compensation Plan (“Plan”) is to provide an
incentive to the CEO to improve the Bank’s financial performance, and to
provide a vehicle for awarding exceptional performance.  Incentives are based on the achievement of
annual financial objectives consistent with the Bank’s long-term goals.


TERMS


For January 1, 2007 the CEO’s
benefit has been determined based on the performance set forth below against
the Bank’s approved budget.


	
  Achievement of

  Budget

  	
   

  	
  Bonus Amount

  	
   

  
	
  80%

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  90%

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  100%

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  110%

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  120%

  	
   

  	
  $

  	
  125,000

  	
   

  
	
  130%

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  140%

  	
   

  	
  $

  	
  175,000

  	
   

  
	
  150%

  	
   

  	
  $

  	
  200,000

  	
   

  



 



 11
 









Exhibit B


STOCK OPTIONS


	
  Date 

  of Grant

  	
   

  	
  Option 

  Shares Granted

  	
   

  	
  Option

  Shares Unexercised

  	
   

  	
  Price

  Per Share

  	
   

  
	
  1/20/98

  	
   

  	
  2,000

  	
   

  	
  2,000

  	
   

  	
  $

  	
  10.00

  	
   

  
	
  1/20/98

  	
   

  	
  18,000

  	
   

  	
  18,000

  	
   

  	
  $

  	
  10.00

  	
   

  
	
  2/27/01

  	
   

  	
  5,000

  	
   

  	
  5,000

  	
   

  	
  $

  	
  8.25

  	
   

  



 



 12