Exhibit
4.1
BANK
OF
MARIN BANCORP
2007
EMPLOYEE STOCK PURCHASE PLAN
The
following constitute the provisions of the 2007 Employee Stock Purchase Plan
of
Bank of Marin Bancorp. The Plan was originally adopted by the Board
of Bank of Marin (the “Bank”) on October 20, 2005 effective as of
January 1, 2006 and by the Bank’s shareholders on July 18, 2006, subject to
obtaining a permit for the issuance of shares under the Plan from the Department
of Financial Institutions. The Plan was assumed by the Bank of Marin
Bancorp pursuant to that certain Plan of Reorganization and Agreement of Merger,
dated March 8, 2007, (the “Reorganization”) adopted by Bank of Marin Bancorp as
part of the holding company reorganization in which the Bank became a
wholly-owned subsidiary of Bank of Marin Bancorp. The Reorganization became
effective on July 1, 2007 (the "Effective Date").
1.
Purpose
. The
purpose of the Plan is to provide employees of the Company with an opportunity
to purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the
Internal Revenue Code of 1986, as amended. The provisions of the
Plan, accordingly, shall be construed so as to extend and limit participation
in
a manner consistent with the requirements of that section of the
Code.
2.
Definitions
.
(a) "Board"
shall mean the Board of Directors of the Bank of Marin Bancorp.
(b) "Code"
shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common
Stock" shall mean the common stock of Bank of Marin Bancorp.
(d) "Company"
shall mean Bank of Marin Bancorp and any of its consolidated subsidiaries,
including the Bank.
(e) "Compensation"
shall mean all base straight time gross earnings, but exclusive of payments
for
overtime, incentive compensation, incentive payments, bonuses and other
compensation.
(f) "Employee"
shall mean any individual who is an Employee of the Company, whose customary
employment with the Company is at least twenty (20) hours per
week. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave
exceeds 90 days and the individual's right to re-employment is not
guaranteed either by statute or by contract, the employment relationship shall
be deemed to have terminated on the 91
st
day of such
leave.
(g) "Enrollment
Date" shall mean the first Trading Day of each Offering Period.
(h) "Exercise
Date" shall mean the last Trading Day of each Purchase Period.
(i) "Fair
Market Value" shall mean, as of any date, the value of Common Stock determined
by the closing sales price for such stock (or the closing bid, if no sales
were
reported) as quoted on such exchange or system on the date of such
determination, as reported in The Wall Street Journal or such other source
as
the Board deems reliable;
(j) "Offering
Periods" shall mean the periods of approximately three (3) months during which
an option granted pursuant to the Plan may be exercised, commencing on the
first
Trading Day on or after the first day of a calendar quarterly period of each
year and terminating on the last Trading Day in the quarterly period except
that
if an Offering Period would otherwise end before the date of approval
of the Plan by the Shareholders of the Company then that Offering Period will
be
extended to the date five days after such Shareholder approval. The
duration and timing of Offering Periods may be changed pursuant to
Section 4 of this Plan.
(k) "Plan"
shall mean this 2007 Employee Stock Purchase Plan.
(l) "Purchase
Period" shall mean the approximately three-month period commencing after one
Exercise Date and ending with the next Exercise Date, except that the first
Purchase Period of any Offering Period shall commence on the Enrollment Date
and
end with the next Exercise Date and except that if a Purchase Period would
otherwise end before the date of approval of the Plan by the Shareholders of
the
Company, then that Purchase Period will be extended to the date five days after
such Shareholder approval.
(m) "Purchase
Price" shall mean 95% of the Fair Market Value of a share of Common Stock on
the
Exercise Date.
(n) "Reserves"
shall mean the number of shares of Common Stock covered by each option under
the
Plan which have not yet been exercised and the number of shares of Common Stock
which have been authorized for issuance under the Plan but not yet placed under
option.
(o) "Trading
Day" shall mean a day on which national stock exchanges and the Nasdaq System
are open for trading.
3.
Eligibility
.
(a) Any
Employee who shall be employed by the Company shall be eligible to participate
in the Plan.
(b) Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) to the extent that, immediately after
the grant, such Employee (or any other person whose stock would be attributed
to
such Employee pursuant to Section 424(d) of the Code) would own capital stock
of
the Company and/or hold outstanding options to purchase such stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of the capital stock of the Company or of any Subsidiary, or
(ii) to the extent that his or her rights to purchase stock under all
employee stock purchase plans of the Company and its subsidiaries accrues at
a
rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such option
is
granted) for each calendar year in which such option is outstanding at any
time.
4.
Offering
Periods
. The Plan shall be implemented by consecutive,
overlapping Offering Periods with a new Offering Period commencing on the first
Trading Day on or after the first day of each calendar quarter each year, or
on
such other date as the Board shall determine, and continuing thereafter until
terminated in accordance with Section 20 hereof. The Board shall
have the power to change the duration of Offering Periods (including the
commencement dates thereof) with respect to future offerings without shareholder
approval if such change is announced at least five (5) days prior to the
scheduled beginning of the first Offering Period to be affected
thereafter.
5.
Participation
. An
eligible Employee may become a participant in the Plan by completing a
subscription agreement authorizing payroll deductions in the form of
Exhibit A to this Plan and filing it with the Human Resources Benefits
Administrator prior to the applicable Enrollment
Date. Notwithstanding the foregoing, all eligible Employees shall be
automatically enrolled as a participant in the Plan in the first Offering
Period.
6.
Payroll
Deductions
.
(a) A
participant may purchase shares of Common Stock under the Plan solely by means
of payroll deductions: provided, however, that in the first Offering
Period, participants may also purchase shares of Common Stock by making a lump
sum cash payment at the end of the Offering Period. At the time a
participant files his or her subscription agreement, he or she shall elect
to
have payroll deductions made on each pay day during the Offering Period in
increments of not less than one percent (1%) or greater than fifteen percent
(15%) of the Compensation which he or she receives on each pay day during the
Offering Period. Payroll deductions for a participant shall commence
on the first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is applicable, unless
sooner terminated by the participant as provided in Section 10
hereof.
(b) All
payroll deductions made for a participant shall be credited to his or her
account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such
account.
(c) A
participant may discontinue his or her participation in the Plan as provided
in
Section 10 hereof, or may increase or decrease the rate of his or her
payroll deductions during the Offering Period by completing or filing with
the
Company's Benefits Administration a new subscription agreement authorizing
a
change in payroll deduction rate. The Board may, in its discretion,
limit the number of participation rate changes during any Offering
Period. The change in rate shall be effective with the first full
payroll period following five (5) business days after the Company's receipt
of
the new subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant's subscription
agreement shall remain in effect for successive Offering Periods unless
terminated as provided in Section 10 hereof.
(d) Notwithstanding
the foregoing, to the extent necessary to comply with Section 3(b) hereof,
a participant's payroll deductions may be decreased to zero percent (0%) at
any
time during a Purchase Period. Payroll deductions shall recommence at
the rate provided in such participant's subscription agreement at the beginning
of the first Purchase Period which is scheduled to end in the following calendar
year, unless terminated by the participant as provided in Section 10
hereof.
(e) At
the time the option is exercised, in whole or in part, or at the time some
or
all of the Company's Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company's federal, state,
or
other tax withholding obligations, if any, which arise upon the exercise of
the
option or the disposition of the Common Stock. At any time, the
Company may, but shall not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
7.
Grant
of Option
. On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on each Exercise Date during such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employees payroll deductions accumulated
prior
to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Purchase Period shares with
a
Fair Market Value greater than $5000 (subject to any adjustment pursuant to
Section 19), and provided further that such purchase shall be subject to the
limitations set forth in Sections 3(b), 8(a) and 8(b)
hereof. The Board may, for future Offering Periods, increase or
decrease, in its absolute discretion, the maximum number of shares of the
Company's Common Stock an Employee may purchase during each Purchase Period
of
such Offering Period. Exercise of the option shall occur as provided
in Section 8 hereof, unless the participant has withdrawn pursuant to
Section 10 hereof. The option shall expire on the last day of
the Offering Period.
8.
Exercise
of Option
.
(a) Unless
a participant withdraws from the Plan as provided in Section 10 hereof, his
or her option for the purchase of shares shall be exercised automatically on
the
Exercise Date, and the maximum number of full shares subject to option shall
be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. No fractional
shares shall be purchased; any payroll deductions accumulated in a participant's
account which are not sufficient to purchase a full share shall be retained
in
the participant's account for the subsequent Purchase Period or Offering Period,
subject to earlier withdrawal by the participant as provided in Section 10
hereof. Any other monies leftover in a participant's account after
the Exercise Date shall be returned to the participant. During a
participant's lifetime, a participant's option to purchase shares hereunder
is
exercisable only by him or her.
(b) If
the Board determines that, on a given Exercise Date, the number of shares with
respect to which options are to be exercised may exceed (i) the number of
shares of Common Stock that were available for sale under the Plan on the
Enrollment Date of the applicable Offering Period, or (ii) the number of
shares available for sale under the Plan on such Exercise Date, the Board may
in
its sole discretion (x) provide that the Company shall make a pro rata
allocation of the shares of Common Stock available for purchase on such
Enrollment Date or Exercise Date, as applicable, in as uniform a manner as
shall
be practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and continue all Offering Periods then in effect, or
(y) provide that the Company shall make a pro rata allocation of the shares
available for purchase on such Enrollment Date or Exercise Date, as applicable,
in as uniform a manner as shall be practicable and as it shall determine in
its
sole discretion to be equitable among all participants exercising options to
purchase Common Stock on such Exercise Date, and terminate any or all Offering
Periods then in effect pursuant to Section 20 hereof. The
Company may make pro rata allocation of the shares available on the Enrollment
Date of any applicable Offering Period pursuant to the preceding sentence,
notwithstanding any authorization of additional shares for issuance under the
Plan by the Company's shareholders subsequent to such Enrollment
Date.
9.
Confirmation
. As
promptly as practicable after each Exercise Date on which a purchase of shares
occurs, the Company shall adjust its records to reflect the purchase of shares
purchased upon exercise of his or her option and forward confirmation of such
purchase to each participant.
10.
Withdrawal
.
(a) A
participant may withdraw all but not less than all the payroll deductions
credited to his or her account and not yet used to exercise his or her option
under the Plan at any time by giving written notice to the Company in the form
of Exhibit B to this Plan. All of the participant's payroll
deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participant's option
for
the Offering Period shall be automatically terminated, and no further payroll
deductions for the purchase of shares shall be made for such Offering
Period. If a participant withdraws from an Offering Period, payroll
deductions shall not resume at the beginning of the succeeding Offering Period
unless the participant delivers to the Company a new subscription
agreement.
(b) A
participant's withdrawal from an Offering Period shall not have any effect
upon
his or her eligibility to participate in any similar plan which may hereafter
be
adopted by the Company or in succeeding Offering Periods which commence after
the termination of the Offering Period from which the participant
withdraws.
11.
Termination
of Employment
. Upon a participant's ceasing to be an Employee,
for any reason, he or she shall be deemed to have elected to withdraw from
the
Plan and the payroll deductions credited to such participant's account during
the Offering Period but not yet used to exercise the option shall be returned
to
such participant or, in the case of his or her death, to the person or persons
entitled thereto under Section 15 hereof, and such participant's option
shall be automatically terminated.
12.
Interest
. No
interest shall accrue on the payroll deductions of a participant in the
Plan.
13.
Stock
.
(a) Subject
to adjustment upon changes in capitalization of the Company as provided in
Section 19 hereof, the maximum number of shares of the Company's Common
Stock which shall be made available for sale under the Plan shall be 200,000
shares.
(b) The
participant shall have no interest or voting right in shares covered by his
option until such option has been exercised.
(c) Shares
to be delivered to a participant under the Plan shall be registered in the
name
of the participant or in the name of the participant and his or her
spouse.
14.
Administration
. The
Plan shall be administered by the Compensation Committee of the
Board. The Committee shall have full and exclusive discretionary
authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claim filed under the
Plan. Every finding, decision and determination made by the Committee
shall to the full extent permitted by law, be final and binding upon all
parties. In the event for any reason there is no Compensation
Committee the Plan shall be administered by the Board or such other committee
of
the Board as the Board may select.
15.
Designation
of Beneficiary
.
(a) A
participant may file a written designation of a beneficiary who is to receive
any shares and cash, if any, from the participant’s account under the Plan in
the event of such participant's death subsequent to an Exercise Date on which
the option is exercised but prior to delivery to such participant of such
cash. In addition, a participant may file a written designation of a
beneficiary who is to receive any cash from the participant's account under
the
Plan in the event of such participant's death prior to exercise of the
option. If a participant is married and the designated beneficiary is
not the spouse, spousal consent shall be required for such designation to be
effective.
(b) Such
designation of beneficiary may be changed by the participant at any time by
written notice. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at
the
time of such participant's death, the Company shall deliver such shares and/or
cash to the executor or administrator of the estate of the participant, or
if no
such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such shares and/or cash
to
the spouse or to any one or more dependents or relatives of the participant
or
if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.
16.
Transferability
. Neither
payroll deductions credited to a participant's account nor any rights with
regard to the exercise of an option or to receive shares under the Plan may
be
assigned, transferred, pledged or otherwise disposed of in any way (other than
by will, the laws of descent and distribution or as provided in Section 15
hereof) by the participant. Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect except that the Company
may
treat such act as an election to withdraw funds from an Offering Period in
accordance with Section 10 hereof.
17.
Use
of Funds
. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll
deductions.
18.
Reports
. Individual
accounts shall be maintained for each participant in the
Plan. Statements of account shall be given to participating Employees
at least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the remaining
cash balance, if any.
19.
Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger of Asset
Sale
.
(a)
Changes
in Capitalization
. Subject to any required action by the
shareholders of the Company, the Reserves, the maximum number of shares each
participant may purchase each Purchase Period pursuant to Section 7, as well
as
the price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase
or
decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company, provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option.
(b)
Dissolution
or Liquidation
. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be
shortened by setting a new Exercise Date (the "New Exercise Date"), and shall
terminate immediately prior to the consummation of such proposed dissolution
or
liquidation, unless provided otherwise by the Board. The New Exercise
Date shall be before the date of the Company's proposed dissolution or
liquidation. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the Exercise
Date for the participant's option has been changed to the New Exercise Date
and
that the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn from
the
Offering Period as provided in Section 10 hereof.
(c)
Merger
or Asset Sale
. In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each outstanding option shall be assumed
or an
equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation, if possible. In the event
that the successor corporation refuses to assume or substitute for the option,
any Purchase Periods then in progress shall be shortened by setting a new
Exercise Date (the "New Exercise Date") and any Offering Periods then in
progress shall end on the New Exercise Date. The New Exercise Date
shall be before the date of the Company's proposed sale or
merger. The Board shall notify each participant in writing, at least
ten (10) business days prior to the New Exercise Date, that the Exercise Date
for the participant's option has been changed to the New Exercise Date and
that
the participant's option shall be exercised automatically on the New Exercise
Date, unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 hereof.
20.
Amendment
or Termination
.
(a) The
Board of Directors of the Company may at any time and for any reason terminate
or amend the Plan. Except as provided in Section 19 hereof, no
such termination can affect options previously granted, provided that an
Offering Period may be terminated by the Board of Directors on any Exercise
Date
if the Board determines that the termination of the Offering Period or the
Plan
is in the best interests of the Company and its shareholders. Except
as provided in Section 19 and this Section 20 hereof, no amendment may
make any change in any option theretofore granted which adversely affects the
rights of any participant. To the extent necessary to comply with
Section 423 of the Code (or any successor rule or provision or any other
applicable law, regulation or stock exchange rule), the Company shall obtain
shareholder approval in such a manner and to such a degree as
required.
(b) Without
shareholder consent and without regard to whether any participant rights may
be
considered to have been "adversely affected," the Board (or its committee)
shall
be entitled to change the Offering Periods, limit the frequency and/or number
of
changes in the amount withheld during an Offering Period, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or its committee) determines in its
sole
discretion advisable which are consistent with the Plan.
(c) In
the event the Board determines that the ongoing operation of the Plan may result
in unfavorable financial accounting consequences, the Board may, in its
discretion and, to the extent necessary or desirable, modify or amend the Plan
to reduce or eliminate such accounting consequence including, but not limited
to:
(1) shortening
any Offering Period so that Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action;
and
(2) allocating
shares.
Such
modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.
21.
Notices
. All
notices or other communications by a participant to the Company under or in
connection with the Plan shall be deemed to have been duly given when received
in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.
22.
Conditions
Upon Issuance of Shares
. Shares shall not be issued with respect
to an option unless the exercise of such option and the issuance and delivery
of
such shares pursuant thereto shall comply with all applicable provisions of
law,
domestic or foreign, including, without limitation, the Rules and Regulations
of
the Federal Deposit Insurance Corporation, The California Department of
Financial Institutions, the Securities Act of 1933, as amended and the
Securities Exchange Act of 1934, as amended, if applicable, and the requirements
of any stock exchange upon which the shares may then be listed.
As
a
condition to the exercise of an option, the Company may require the person
exercising such option to represent and warrant at the time of any such exercise
that the shares are being purchased only for investment and without any present
intention to sell or distribute such shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.
23.
Term
of Plan
. The Plan shall become effective upon the Effective Date
and shall continue in effect for a term of ten years unless sooner terminated
under Section 20 hereof or because the maximum number of shares made
available under Section 13(a) of the Plan have been issued.
EXHIBIT
A
BANK
OF
MARIN BANCORP
2007
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION
AGREEMENT
Original
Application Enrollment Date:
Change
in
Payroll Deduction Rate
Change
of
Beneficiary(ies)
1. I,
___________________________________, hereby elect to participate in the Bank
of
Marin Bancorp 2007 Employee Stock Purchase Plan (the "Plan") for the Offering
Period, to _________________________, and subscribe to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the
Plan.
2. I
hereby authorize payroll deductions from each paycheck in the amount of _____%
of my Compensation on each payday during the Offering Period in accordance
with
the Plan. I understand that this amount must not be less than 1% and
not more than 15% of my Compensation during the Offering
Period. (Please note that no fractional percentages are
permitted.)
3. I
understand that said payroll deductions shall be accumulated for the purchase
of
shares of Common Stock at the applicable Purchase Price determined in accordance
with the Plan. I understand that if I do not withdraw from an
Offering Period, any accumulated payroll deductions will be used to
automatically exercise my option.
4. I
understand that I may discontinue at any time prior to the Purchase Date my
participation in the Plan as provided in Section 10 of the
Plan. I also understand that I can increase or decrease the rate of
my payroll deductions on one occasion only with respect to any increase and
one
occasion only with respect to any decrease during any Purchase Period by
completing and filing a new Subscription Agreement with such increase or
decrease taking effect as of the beginning of the calendar month following
the
date of filing of the new Subscription Agreement, if filed at least ten (10)
business days prior to the beginning of such month. Further, I may
change the rate of my payroll deductions for future Offering Periods by filing
a
new Subscription Agreement, and any such change will be effective as of the
beginning of the next Offering Period. In addition, I acknowledge
that, unless I discontinue my participation in the Plan as provided in Section
10 of the Plan, my election will continue to be effective for each successive
Offering Period.
5. I
have received a copy of the complete "Bank of Marin Bancorp 2007 Employee Stock
Purchase Plan" and a copy of the prospectus related to the Plan. I understand
that my participation in the Plan is in all respects subject to the terms of
the
Plan.
6. Shares
purchased for me under the Plan should be reflected as owned in the name(s)
of
(Employee or Employee and Spouse
only): _______________________________.
7. I
understand that if I dispose of any shares received by me pursuant to the Plan
within two years after the Enrollment Date (the first day of the Offering Period
during which I purchased such shares) or one year after the Exercise Date,
I
will be treated for federal income tax purposes as having received ordinary
income at the time of such disposition in an amount equal to the excess of
the
fair market value of the shares at the time such shares were purchased by me
over the price which I paid for the shares. I agree to notify the
Company in writing within 30 days after the date of any disposition of my
shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common
Stock. The Company may, but will not be obligated to, withhold from
my compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by me. If I dispose of such shares at any time after the
expiration of the 2-year and 1-year holding periods, I understand that I will
be
treated for federal income tax purposes as having received income only at the
time of such disposition, and that such income will be taxed as ordinary income
only to the extent of an amount equal to the lesser of (1) the excess of
the fair market value of the shares at the time of such disposition over the
purchase price which I paid for the shares, or (2) 15% of the fair market
value of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed
as
capital gain.
8. I
hereby agree to be bound by the terms of the Plan. The effectiveness
of this Subscription Agreement is dependent upon my eligibility to participate
in the Plan.
9. In
the event of my death, I hereby designate the following as my beneficiary(ies)
to receive all payments and shares due me under the Plan:
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I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
Signature
of Employee:
Spouse's
Signature (If beneficiary other than spouse):
EXHIBIT
B
BANK
OF
MARIN BANCORP
2007
EMPLOYEE STOCK PURCHASE PLAN
NOTICE
OF
WITHDRAWAL
I,
______________________________, hereby elect to withdraw my participation in
the
Bank of Marin Bancorp 2007 Employee Stock Purchase Plan for the Offering Period
that began on _______________, 20___. This withdrawal covers all
payroll deductions credited to my account and is effective on the date
designated below.
I
understand that all payroll deductions credited to my account will be paid
to me
as promptly as practicable and that my option for the current Offering Period
will automatically terminate. I further understand that no further
payroll deductions will be made for the purchase of shares in the current
Offering Period and I shall be eligible to participate in succeeding Offering
Periods only by delivering to the Company a new Subscription
Agreement.
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Name
and Address of Participant:
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Signature:
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Date:
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A-4