This excerpt taken from the FCAL DEF 14A filed May 30, 2007.
APPROVAL OF THE FIRST CALIFORNIA 2007 OMNIBUS EQUITY INCENTIVE PLAN
The Board of Directors has approved the First California 2007 Omnibus Equity Incentive Plan, or the Plan, and authorized the Plan to be submitted to the stockholders of the Company for approval. In this discussion, we refer to the First California 2007 Omnibus Equity Incentive Plan as the Plan. The Plan authorizes the issuance of awards for up to 1,000,000 shares of our Common Stock in the form of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. To date, no awards have been made under the Plan and no awards will be made unless and until the Plan is approved by stockholders. The purpose of the Plan is to further align the interests of our current and future directors, executive officers and other employees with the interests of our stockholders by giving them an opportunity to acquire an ownership interest (or increase an existing ownership interest) in the Company through the acquisition of our Common Stock, thereby encouraging the creation of long-term stockholder value. The Board of Directors believes the new Plan gives the Compensation Committee of the Board of Directors or a subcommittee thereof, which we refer to as the Compensation Committee, greater flexibility to continue to make appropriate equity compensation awards to key employees, provides the Compensation Committee with the ability to make performance-based awards and with greater flexibility in the nature and amount of stock awards that may be made to non-employee directors. The Plan also reflects recent and proposed legislation relating to compensation matters. Currently, the Company only has authorized approximately 178,000 shares for grant under the equity plans First California assumed in connection with the Mergers. Accordingly, without approval of a new equity incentive plan, the Compensation Committee will lose the ability to make equity awards.
The Board of Directors believes it is in the best interests of the Company and its stockholders to approve the Plan.
If the Plan is approved by the stockholders, we plan to file, as soon as practicable, a registration statement covering the 1,000,000 shares issuable under the Plan. Except in the case of shares issued to our affiliates, as defined in the Securities Act of 1933 and regulations thereunder, the shares of Common Stock issued under the Plan including upon exercise of options granted pursuant to the Plan will be freely tradable in the public market if they are issued while a registration statement is effective.
The following is a summary of the material terms of the Plan and is qualified in its entirety by the complete text of the Plan, which is attached hereto as Appendix B. The capitalized terms used but not defined in this summary have the meanings given to them in the Plan.