PACIFIC CAPITAL BANCORP
2002 STOCK PLAN
(Effective January 22, 2002
amended July 21, 2004)
Pacific Capital Bancorp hereby adopts the following 2002 Stock Plan.
1. PURPOSES OF THE PLAN
The purposes of this Plan are to attract, motivate and retain the best available officers and employees for the Company and
its Subsidiaries, and to provide them with additional incentive to promote the success of the business of the Company and its
As used herein, the following definitions shall apply:
2.1 Administrator . “Administrator” means the Board of Directors or the Committee as shall be administering the Plan in
accordance with Section 10 of the Plan.
2.2 Applicable Laws . “Applicable Laws” means the federal and state laws relating to the administration of stock option
2.3 Award . “Award” means any Option or Plan Stock granted or issued under this Plan.
2.4 Award Agreement . “Award Agreement” means any Option Agreement or Stock Agreement, as appropriate, relating to
2.5 Board of Directors . “Board of Directors” means the Board of Directors of the Company.
2.6 Change of Control . “Change of Control” means the occurrence of either of the following events:
2.6.1 An acquisition (other than directly from the Company) of any voting securities of the Company by any person
(as that term is used for purposes of Section 13(d) or Section 14(d) of the Exchange Act), immediately after which such person
has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-five percent (35%) or
more of the combined voting power of the Company’s then outstanding voting securities;
A. provided that a Change of Control shall not be deemed to have occurred if the person acquiring the securities
is either (i) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any of its
Subsidiaries or (ii) the Company or an