Common use of Taxation upon Exercise of Option Clause in Contracts

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory exercise of this Option, he or she will recognize be treated as having received compensation income for tax purposes in an amount (taxable at ordinary income rates) equal to the excess excess, if any, of the then fair market value of the Shares exercised shares over the exercise price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to tax upon exercise as if the applicable taxing authorities an amount equal to a percentage of this net proceeds were compensation income. Additionally, The Company may use guidelines for withholding published by taxing authorities in order to meet its withholding responsibilities. These amounts withheld may not be sufficient to meet the Optionee may at some point be required employee's tax liability on the transaction. It is the employee's responsibility to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy meet his or her total tax withholding obligation arising upon liability. We advise the exercise of employee to seek assistance and guidance on this Option by one matter from his or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal her own tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date")advisor. If the Optionee is subject to Section 16 holds NSO shares for at least one year, any gain realized on disposition of the Exchange Act Shares will be treated as long-term capital gain for federal income tax purposes (an "Insider"holding the shares for at least eighteen months will result in lower capital gains tax rates). THE SUMMARY OF SOME OF THE FEDERAL TAX CONSEQUENCES RELATING TO THIS OPTION, any surrender IS NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS DISCUSSED HEREIN ARE SUBJECT TO CHANGE. YOU ARE URGED TO CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. DATE OF GRANT: _________________ LINEAR TECHNOLOGY CORPORATION a California corporation By: _____________________________ Title: _____________________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER 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 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. By your signature and the signature of previously owned Shares to satisfy tax withholding obligations arising upon exercise of the Company's representative, you and the Company agree that this Option must comply with is granted under and governed by the applicable terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") Plan and shall be subject Option Agreement. Optionee hereby agrees to such additional conditions accept as binding, conclusive and final all decisions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 interpretations of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable Administrator upon any questions relating to the Administrator Plan and shall be subject to the following restrictions:Option Agreement. Dated: ______________ ____________________________________ Optionee Residence Address: ____________________________________

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares purchased over the exercise priceprice paid for such Shares. However, (Since the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 16(b) of the Securities Exchange Act of 1934, as amended (amended, the "Exchange Act"). If measurement and timing of such income may be deferred, and the Optionee is advised to contact a tax advisor concerning the desirability of filing an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations 83(b) election in connection with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination the Option.) Upon a resale of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted such Shares by the AdministratorOptionee, in its discretion, by surrendering to any difference between the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, sale price and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. SILICON GRAPHICS, INC., a Delaware corporation Xxxxxx X. Xxxxxx Vice President, General Counsel and Secretary Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he or she is familiar with the amount terms and provisions thereof, and hereby accepts this Option subject to all of tax the terms and provisions thereof. Optionee hereby agrees to be withheld is accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan. Optionee (New Employee Grant) SILICON GRAPHICS, INC AMENDED AND RESTATED 1993 LONG-TERM INCENTIVE STOCK PLAN NON STATUTORY STOCK OPTION GRANT AGREEMENT Silicon Graphics, Inc., a Delaware corporation (“SGI”), has granted to be determined the Optionee named on the attached NOTICE OF GRANT OF STOCK OPTION AND GRANT AGREEMENT (the "Tax Date"). If “NOTICE”) which is incorporated herein by reference, an Option to purchase the Optionee is subject to Section 16 total number of shares of Common Stock and at the Exchange Act (an "Insider")price determined, any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with both as set forth on the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") attached NOTICE, and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be all respects subject to the following restrictions:terms, definitions and provisions of the 1993 Long-Term Incentive Stock Plan (the “Plan”) adopted by SGI which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein. By accepting the NOTICE, Optionee acknowledges responsibility of reviewing the terms of the Plan and the related prospectus, copies of which are available at xxxx://xxx-xxxxxxx.xxxx.xxx.xxx/stock or upon request from Employee Stock Services (MS-645 or xxxxx_xxxxxxx@xxx.xxx) and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee further agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan.

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. However, the timing of this income recognition Grantee may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this the Option by one or some combination of the following methods: (ia) by cash payment, or (iib) out of Optionee's Grantee’s current compensation, or (iiic) if permitted by the AdministratorCommittee, in its discretion, by surrendering to the Company Shares which that (ai) in the case of Shares were previously acquired from the Company, have been owned by provided the Optionee for more than six months on the date delivery of surrendersuch Shares will not result in adverse accounting consequences, and (bii) have a fair market value Fair Market Value on the date of surrender equal to or less greater than Optionee's marginal Grantee’s applicable tax rate times the ordinary income recognized, (ivd) if permitted by the Committee, in its discretion, and if the Option is designated as a Non-Qualified Stock Option by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value Fair Market Value equal to the amount required to be withheld, (e) selling a sufficient number of Shares otherwise deliverable to Grantee through such means as the Committee may determine (whether through a broker or otherwise) equal to the tax obligations required to be withheld, or (f) any other means which the Committee determines to both comply with Applicable Laws and to be consistent with the purposes of the Plan. For this purpose, the fair market value Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "“Tax Date"”). If the Optionee Grantee is subject to Section 16 of the Securities Exchange Act (an "“Insider"”), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("“Rule 16b-3"”) and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee Grantee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator Committee and shall be subject to the following restrictions:

Taxation upon Exercise of Option. Optionee understands that, that upon exercising a nonstatutory exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. HoweverFNB will be required to withhold tax from Optionee's current compensation with respect to such income; to the extent that Optionee's current compensation is insufficient to satisfy the withholding tax liability, FNB may require the timing Optionee to make a cash payment to cover such liability as a condition of exercise of this income recognition Option. The Optionee may elect to pay such tax by (i) requesting FNB to withhold a sufficient number of shares from the shares otherwise due upon exercise or (ii) by delivering a sufficient number of shares of FNB's common stock which have been previously held by the Optionee for such period of time as the Committee may require. The aggregate value of the shares withheld or delivered, as determined by the Committee, must be deferred for up sufficient to six months if satisfy all such applicable taxes, except as otherwise permitted by the Committee. If the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (amended, the Optionee's election must be made in compliance with rules and procedures established by the Committee. Optionee further understands and agrees that FNB may cause an appropriate restrictive legend or legends to be placed upon any certificate(s) evidencing the Shares, and may issue appropriate "Exchange Act")stop-transfer" instructions to FNB's transfer agent, U.S. Stock Transfer Corporation, in order to ensure compliance with relevant federal and state securities laws, as described hereinabove. If the GRANT DATE:_________________________ FNB BANCORP By: ________________________________ Title _____________________________ Optionee represents that Optionee is an employee, familiar with the Company will be required to withhold from Optionee's compensation, or collect from Optionee terms and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise provisions of this Option by one and hereby accepts the same subject to all the terms and provisions hereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or some combination interpretations of the following methods: (i) by cash payment, Board of Directors or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued duly appointed Committee upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations questions arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactionsPlan. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:Dated: ____________________ ___________________________________ Optionee

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value Fair Market Value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to six (6) months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employeeEmployee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its his or her discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six (6) months on the date of surrender, surrender and (b) have a fair market value Fair Market Value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, or (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares shares having a fair market value Fair Market Value equal to the amount required to be withheld. For this purpose, the fair market value Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:: the election must be made on or prior to the applicable Tax Date;

Taxation upon Exercise of Option. Optionee understands that, that upon exercising a nonstatutory exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then fair market value Fair Market Value of the Shares over the exercise price. HoweverThe Company will be required to withhold tax from Optionee's current compensation with respect to such income; to the extent that Optionee's current compensation is insufficient to satisfy the withholding tax liability, the timing Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this income recognition Option. The Optionee may elect to pay such tax by (i) requesting the Company to withhold a sufficient number of shares from the shares otherwise due upon exercise or (ii) by delivering a sufficient number of shares of the Company's common stock which have been previously held by the Optionee for such a period of time as the Committee may require. The aggregate value of the shares withhold or delivered, as determined by the Committee must be deferred for up sufficient to six months if satisfy all such applicable taxes, except as otherwise permitted by the Committee. If the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended amended, the Optionee's election must be made in compliance with rules and procedures established by the Committee. Grant Date: --------------- GREATER BAY BANCORP By: --------------------------- Xxxxxx X. Xxxxx Executive Vice President Chief Operating Officer and Chief Financial Officer Optionee represents that Optionee is familiar with the terms and provisions of this Option and hereby accepts the same subject to all the terms and provisions hereof. Optionee hereby agrees to accept as binding, conclusive and final all decision, or interpretations of the Board of Directors or its duly appointed Committee upon any questions arising under the Plan. Dated: ---------------------- ----------------------------- Optionee ADDENDUM TO NONSTATUTORY STOCK OPTION AGREEMENT This Addendum to Nonstatutory Stock Option Agreement ("addendum") is hereby entered into between Greater Bay Bancorp, a California corporation (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act and ______________ ("Rule 16b-3Optionee") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject pursuant to the following restrictionsrecitals:

Taxation upon Exercise of Option. Optionee understands that, generally, upon exercising a nonstatutory Option, exercise of this Stock Option he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. HoweverThe Company will be required to withhold tax from Optionee's current compensation with respect to such income. To the extent that Optionee's current compensation is insufficient to satisfy the withholding, the timing Company may require the Optionee to make a cash payment to cover such withholding as a condition of exercise of this income recognition may be deferred for up to six months if Stock Option. If Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended his or her taxation may be deferred past the date of exercise unless an election under Section 83(b) of the Internal Revenue Code is filed with the Internal Revenue Service within thirty (30) days of the "Exchange Act"date of exercise. LAM RESEARCH CORPORATION (a Delawarx xorporation) By: ----------------------------------------- Title: OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICES OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS STOCK OPTION OR ACQUIRING SHARES HEREUNDER). If OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS STOCK OPTION, THE PLAN TERMS AND CONDITIONS WHICH ARE INCORPORATED HEREIN AND MADE A PART HEREOF BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR OTHERWISE WITH OR BY THE COMPANY FOR THE VESTING PERIOD OR FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANT OR OTHER RELATIONSHIP AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT CAUSE. Optionee acknowledges an opportunity to review the Plan in its entirety, a copy of which is incorporated herein by reference, and represents that Optionee is an employeefamiliar with the terms and provisions thereof, and hereby accepts this Stock Option subject to all of the terms and provisions thereof. The Plan and the Nonstatutory Stock Option Agreement represent the entire agreement between the Company will be required to withhold from Optionee's compensation, or collect from and Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition subject matter hereof. Optionee has had an opportunity to obtain the advice of an Incentive counsel prior to executing this Stock Option and fully understands all provisions of the Stock Option. The Optionee shall satisfy his hereby agrees to accept as binding, conclusive and final all decisions or her tax withholding obligation arising upon the exercise of this Option by one or some combination interpretations of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), Administrator regarding any surrender of previously owned Shares to satisfy tax withholding obligations questions arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactionsPlan. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:------------------------------------------------ SIGNATURE OF [FIRSTNAME] [MIDDLENAME] [LASTNAME] ------------------------------------------------ PRINTED NAME ------------------------------------------------ DATE

Taxation upon Exercise of Option. Optionee understands that, that upon exercising a nonstatutory exercise of this Option, he or she the Optionee will generally recognize income for tax purposes in an amount equal to the excess of the then fair market value Fair Market Value of the Shares over the exercise price. HoweverWith respect to any Optionee that is a Payroll Employee only within the definition of Section 2(f)(i) of the Plan, the timing Company will be required to withhold tax from Optionee's current compensation with respect to such income; to the extent that Optionee's current compensation is insufficient to satisfy the withholding tax liability, the Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this income recognition Option. The Optionee may elect to pay such tax by (i) requesting the Company to withhold a sufficient number of Shares from the Shares otherwise due upon exercise or (ii) by delivering a sufficient number of Shares of the Stock which have been previously held by the Optionee for such a period of time as the Committee may require. The aggregate value of the Shares withheld or delivered, as determined by the Committee must be deferred for up sufficient to six months if satisfy all such applicable taxes, except as otherwise permitted by the Committee. If the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employeeamended, the Company will be required to withhold from Optionee's compensationelection must be made in compliance with rules and procedures established by the Committee. THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, or collect from OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. Grant Date: __________________________ CENTRAL VALLEY COMMUNITY BANCORP By: _________________________________ ____________________, President By: _________________________________ ____________________, Secretary Optionee represents that Optionee has received a copy of the Plan, has read the terms and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise provisions of this Option by one or some combination and hereby accepts the same subject to all the terms and provisions of the following methods: (i) by cash paymentPlan. Optionee hereby agrees to accept as binding, conclusive and final all decisions, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise interpretations of the Option that number Board of Shares having a fair market value equal to Directors or its duly appointed Committee upon any questions arising under the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of Plan or this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactionsAgreement. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:Dated: ____________________________ ___________________________________ Optionee

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's Optionees current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, surrender and (b) have a fair market value Fair Market Value on the date of surrender equal to or less than Optionee's Optionees marginal tax rate times the ordinary income recognized, or (iv) in the discretion of the Administrator, by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value Fair Market Value equal to the amount required to be withheld. For this purpose, the fair market value Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax DateTAX DATE"). If the Optionee is subject to Section 16 of the Exchange Act (an "InsiderINSIDER"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3RULE 16B-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:

Taxation upon Exercise of Option. Optionee understands that, upon exercising a nonstatutory exercise of this Option, he or she will recognize be treated as having received compensation income for tax purposes in an amount (taxable at ordinary income rates) equal to the excess excess, if any, of the then fair market value of the Shares exercised shares over the exercise price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to tax upon exercise as if the applicable taxing authorities an amount equal to a percentage of this net proceeds were compensation income. Additionally, The Company may use guidelines for withholding published by taxing authorities in order to meet its withholding responsibilities. These amounts withheld may not be sufficient to meet the Optionee may at some point be required employee's tax liability on the transaction. It is the employee's responsibility to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy meet his or her total tax withholding obligation arising upon liability. We advise the exercise of employee to seek assistance and guidance on this Option by one matter from his or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal her own tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date")advisor. If the Optionee is subject to Section 16 holds NSO shares for at least one year, any gain realized on disposition of the Exchange Act Shares will be treated as long-term capital gain for federal income tax purposes (an "Insider"holding the shares for at least eighteen months will result in lower capital gains tax rates). THE SUMMARY OF SOME OF THE FEDERAL TAX CONSEQUENCES RELATING TO THIS OPTION, any surrender IS NECESSARILY INCOMPLETE AND THE TAX LAWS AND REGULATIONS DISCUSSED HEREIN ARE SUBJECT TO CHANGE. YOU ARE URGED TO CONSULT A TAX ADVISOR BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES. DATE OF GRANT: _______________________________ LINEAR TECHNOLOGY CORPORATION a California corporation By:__________________________ Title:_______________________ OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER 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 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER WITH THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. By your signature and the signature of previously owned Shares to satisfy tax withholding obligations arising upon exercise of the Company's representative, you and the Company agree that this Option must comply with is granted under and governed by the applicable terms and conditions of the Plan and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") Plan and shall be subject Option Agreement. Optionee hereby agrees to such additional conditions accept as binding, conclusive and final all decisions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 interpretations of the Exchange Act with respect to Plan transactions. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable Administrator upon any questions relating to the Administrator Plan and shall be subject to the following restrictions:Option Agreement. Dated: ______________ ________________________________________ Optionee Residence Address: ________________________________________

Taxation upon Exercise of Option. Optionee understands that, that upon exercising a nonstatutory exercise of this Option, he or she will generally recognize income for tax purposes in an amount equal to the excess of the then fair market value Fair Market Value of the Shares over the exercise price. HoweverWith respect to any Optionee that is a Payroll Employee as defined in the Plan, the timing Company will be required to withhold tax from Optionee’s current compensation with respect to such income; to the extent that Optionee’s current compensation is insufficient to satisfy the withholding tax liability, the Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this income recognition Option. The Optionee may elect to pay such tax by (i) requesting the Company to withhold a sufficient number of Shares from the Shares otherwise due upon exercise or (ii) by delivering a sufficient number of Shares of the Company’s common stock which have been previously held by the Optionee for such a period of time as the Committee may require. The aggregate value of the Shares withheld or delivered, as determined by the Committee must be deferred for up sufficient to six months if satisfy all such applicable taxes, except as otherwise permitted by the Committee. If the Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employeeamended, the Company will Optionee’s election must be required to withhold from Optionee's compensationmade in compliance with rules and procedures established by the Committee. THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO CHANGE. ACCORDINGLY, or collect from OPTIONEE (OR HIS OR HER GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION. Grant Date: , 2 PLACER SIERRA BANCSHARES By: By: , , Secretary Chief Executive Officer Optionee represents that Optionee has received a copy of the Plan, has read the terms and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise provisions of this Option by one or some combination and hereby accepts the same subject to all the terms and provisions of the following methods: (i) by cash paymentPlan. Optionee hereby agrees to accept as binding, conclusive and final all decisions or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognized, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise interpretations of the Option that number Board of Shares having a fair market value equal to Directors or its duly appointed Committee upon any questions arising under the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If the Optionee is subject to Section 16 of the Exchange Act (an "Insider"), any surrender of previously owned Shares to satisfy tax withholding obligations arising upon exercise of Plan or this Option must comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactionsAgreement. All elections by an Optionee to have Shares withheld to satisfy tax withholding obligations shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictionsDated: NAME:

Taxation upon Exercise of Option. Optionee understands that, upon -------------------------------- exercising a nonstatutory Nonstatutory Stock Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the Shares over the exercise price. However, the timing of this income recognition may be deferred for up to six months if Optionee is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the Optionee is an employee, the Company will be required to withhold from Optionee's compensation, or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of this compensation income. Additionally, the Optionee may at some point be required to satisfy tax withholding obligations with respect to the disqualifying disposition of an Incentive Stock Option. The Optionee shall satisfy his or her tax withholding obligation arising upon the exercise of this Option by one or some combination of the following methods: (i) by cash payment, or (ii) out of Optionee's current compensation, or (iii) if permitted by the Administrator, in its discretion, by surrendering to the Company Shares which (a) in the case of Shares previously acquired from the Company, have been owned by the Optionee for more than six months on the date of surrender, and (b) have a fair market value on the date of surrender equal to or less than Optionee's marginal tax rate times the ordinary income recognizedamount required to be withheld, (iv) by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a fair market value equal to the amount required to be withheld. For this purpose, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (the "Tax Date"). If In the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option or Stock Purchase Right. In the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations, in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Optionee is subject shall be deemed to Section 16 of have elected to have the Exchange Act (an "Insider"), any surrender of previously owned Company withhold from the Shares to satisfy tax withholding obligations arising be issued upon exercise of this the Option must comply with that number of Shares having a Fair Market Value determined as of the applicable provisions of Rule 16b-3 promulgated under Tax Date equal to the Exchange Act ("Rule 16b-3") and shall amount required to be subject to such additional conditions withheld. Any election or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. All elections deemed election by an Optionee to have Shares withheld to satisfy tax withholding obligations under this Section 11 shall be made in writing in a form acceptable irrevocable as to the Administrator particular Shares as to which the election is made and shall be subject to the following restrictions:consent or disapproval of the Administrator. In the event an election to have Shares withheld is made by an Optionee and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Optionee shall receive the full number of Shares with respect to which the Option is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number of Shares on the applicable Tax Date.