New West Bancshares, Inc.

(a)

Term. The term of this Agreement and the Option shall commence on the date hereof, and expire ten (10) years from the date hereof, that is, at 5:00 p.m. Pacific Time, on ______________, 20_______________, or at such earlier time as provided herein.

(b)

Termination. If, as of the date on which this Agreement expires, any part of the Option has not been exercised and is not on that date exercised, the remaining Option shall be considered terminated, with no benefit or detriment to Optionee.

(a)

To the extent that the right to purchase shares has accrued hereunder, options may be exercised, in whole or in part, from time to time by written notice to Corporation stating the number of shares with respect to which the Option is being exercised, and the time of the delivery thereof, which shall not be less than fifteen (15) days and not more than thirty (30) days after the giving of such notice, unless an earlier date shall have been mutually agreed upon. Shares of Common Stock purchased under the terms of this Agreement shall, at the time of the notice specifying the date of delivery, be paid for in full, in cash or, with the prior written consent of Corporation, in whole or in part through the surrender of previously owned shares of Common Stock. To the extent payment is being made with cash, the Optionee shall deliver a certified or official bank check or the equivalent thereof acceptable to Corporation. If shares of Common Stock are tendered as payment, such shares shall be valued at their fair market value, determined as provided in subsection 7(a) of the Plan, as of the date of the notice given to Corporation by the Optionee with respect to such exercise.

(b)

At the time specified in the notice for delivery of the certificate, Corporation shall, without transfer or issue tax to the Optionee (or other person entitled to exercise the option under the terms of this Agreement), deliver to the Optionee (or other person entitled to exercise the option under the terms of this Agreement) at the principal office of Corporation, or such other place as shall be mutually acceptable, a certificate or certificates for such shares; provided, however, that the time of such delivery may be postponed by Corporation for such period as may be required for it with reasonable diligence to comply with any requirements of law. If the Optionee (or other person entitled to exercise the Option under the terms of this Agreement) fails to pay for all or any part of the number of shares specified in such notic e or fails to accept delivery of such shares upon tender of delivery thereof, the right to exercise the Option with respect to such unpaid or undelivered shares may be terminated. The Board may require that a partial exercise of an option may be for no less than a stated minimum number of shares.

(a)

(b)

(c)

(d)

(1)

As used in this Agreement, “Cause” means that the Corporation or its Board of Directors shall have determined that any of the following events has occurred: (i) the commission by the Optionee of an act of fraud or embezzlement, (ii) the Optionee’s approval of any act or failure to act by the Corporation or one of its Subsidiaries that exposes the Corporation or one of its Subsidiaries to any fine, penalty or monetary damages different in kind or substantially greater in amount than any fine, penalty or monetary damages imposed on the Corporation or one or more of its Subsidiaries in the last five years, or the Optionee’s failure to use his or her best efforts to prevent any

(a)

In the event that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Corporation or of another corporation, by reason of reorganization, merger, consolidation, recapitalization, reclassification, stock split, combination of shares, dividend payable in common stock, or acquisition, or any similar transaction, in which the Corporation receives no additional consideration other than shares or other securities, appropriate adjustment shall be made by the Board in the number and kind of shares for the purchase of which options may be granted under the Plan.

In addition, the Board shall make appropriate adjustment in the number and kind of shares as to which outstanding options or portions thereof then unexercised, shall be exercisable, so that any participant’s proportionate interest in the Corporation by reason of rights under unexercised portions of such option shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of the option and with a corresponding adjustment, if necessary, in the option price per share.

(b)

The Corporation and/or its Board of Directors will make such adjustments in the Exercise Price and in the number or kind of shares of Common Stock or other securities covered by the Option as the Corporation, in its sole discretion, exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of the Optionee that otherwise would result from (1) any stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Corporation, (2) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets or issuance of rights or warrants to purchase securities, or (3) any other corporate transaction or event described in the Plan.

(c)

In the event of a dissolution or liquidation of the Corporation, a merger, consolidation, acquisition, or other reorganization involving the Corporation or a principal subsidiary, in which the Corporation or such principal subsidiary is not the surviving or resulting corporation, or a sale by the Corporation of all or substantially all of its assets, the Board

New West Bancshares, Inc.

c/o Kimberly Kaselionis, President

Circle Bank

1400A Grant Avenue

Novato, CA 94945

(a)

The laws of the state of California shall govern the interpretation, validity and performance of the terms of this agreement regardless of the law that might be applied under principles of conflict of laws.

(b)

Each party to this Agreement, solely in connection with an action or proceeding brought by the other party to this Agreement arising out of or related to this Agreement, hereby (1) agrees that any such action or proceeding will be brought only in a federal or state court of competent subject matter jurisdiction in the State of California and (2) consents to personal jurisdiction in any such court provided that services of process are duly made. Each party hereby agrees that in any such action or proceeding process may be served upon it in the manner set forth herein. In this regard, if such service of process is duly made in such manner, neither party will contest the same or the personal jurisdiction of any such court in any court. Nothing herein will be construed to mean that either party to this Agreement has hereby submit ted to the personal jurisdiction of any court in connection with any other action or proceeding whatsoever.

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