PACIFIC CAPITAL BANCORP
AMENDED AND RESTATED 1996 DIRECTORS STOCK PLAN
(Effective February 22, 2000 and amended July 21, 2004)
1. PURPOSES OF THE PLAN
The purposes of this 1996 Directors Stock Plan are to attract, motivate and retain the best available Directors for the
Company and each of its Subsidiaries and to provide them with additional incentive to promote the success of the Company’s
As used herein, the following definitions shall apply:
2.1 Administrator . “Administrator” means the Board of Directors or any of its Committees as shall be administering the
Plan in accordance with Section 8 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 Restricted Stock granted or issued under this Plan.
2.4 Award Agreement. “Award Agreement” means any Option Agreement or Restricted Stock Agreement, as appropriate,
relating to any Award.
2.5 “ Board of Directors ” means the Board of Directors of the Company.
2.6 “ 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 (a) an employee benefit plan (or a trust forming a part thereof) maintained by the Company or any of its
Subsidiaries or (b) the Company or any of its Subsidiaries; and
B. provided further that a Change o