PACIFIC CAPITAL BANCORP 1994 STOCK OPTION PLAN PACIFIC CAPITAL BANCORP 1994 STOCK OPTION PLAN

Exhibit 10.1.11

PACIFIC CAPITAL BANCORP

1994 STOCK OPTION PLAN

PACIFIC CAPITAL BANCORP

1994 STOCK OPTION PLAN

INDEX

PACIFIC CAPITAL BANCORP

1994 STOCK OPTION PLAN

000

1. PURPOSE

The purpose of this 1994 Stock Option Plan (the ‘Plan”) of Pacific Capital Bancorp and its Affiliates (hereinafter collectively referred to as the ‘Company”), is to secure for the Company and its stockholders the benefits of the incentive inherent in the ownership of Common Stock of Pacific Capital Bancorp by those key, full-time employees and officers of the Company who will share responsibility with management of the Company for its future growth and success. Options may also be granted to non-employee directors of the Company.

The word “Affiliate”, as used in this Plan, means any bank or corporation in an unbroken chain of banks or corporations beginning or ending with the Company, if at the time of the granting of an option, each such bank or corporation other than the last in that chain own stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one or the other banks or corporations in the chain.

2. ADMINISTRATION

The following provisions shall govern the administration of the Plan:

a) The Plan shall be administered by a committee of the Board of Directors duly appointed by the Board (the “Committee”) composed of two (2) or more outside directors within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), each of whom is a “disinterested person” within the meaning of Rule 16b-3 under the Securities

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Exchange Act of 1934, as amended (the 11-1934 Act”), or successor rule or regulation, i.e. each Committee member has not, during the one year prior to service as a Committee member, received the grant of an option under the Plan or any other plan of the Company, except that participation in a formula plan meeting the conditions of Rule 16b-3 under the 1934 Act shall not disqualify a director from being a “disinterested person”. The Board of Directors may from time to time remove members from or add members to the Committee. Vacancies on the Committee, however caused, shall be filled by the Board of Directors. The Board of Directors shall designate a Chairman of the Committee from among the Committee members. Acts of the Committee (i) at a meeting, held at a time and place and in accordance with rules adopted by the Committee, at which a majority of the Committee is present and acting, or (ii) reduced to and approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee.

(b) The Company shall effect the grant of options under the Plan by execution of instruments in writing in a form approved by the Committee. Subject to the express terms and conditions of the Plan and the terms of any option outstanding under the Plan, the Committee shall have full power to construe the Plan and the terms of any option granted under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan or such options and to make all other determinations necessary or advisable for the Plan’s administration, including, without limitation, the power to (i) determine which persons meet the requirements of Section 3 hereof for selection as participants in the Plan and which persons are considered to be “employees” for purposes of the Code, and therefore eligible to receive stock options under the Plan; (ii) determine to whom of the eligible persons, if any, options shall be granted under the Plan; (iii) establish the terms and conditions required or permitted to be included in every option agreement or any amendments thereto, including whether options to be granted thereunder shall be “incentive stock options”, as defined in the Code, or “nonstatutory stock options”; (iv) specify

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the number of shares to be covered by each option; (v) in the event a particular option is to be an incentive stock option, determine and incorporate such terms and provisions, as well as amendments thereto, as shall be required in the judgment of the Committee, so as to provide for or conform such option to any change in any law, regulation, ruling or interpretation applicable thereto; and (vi) to make all other determinations deemed necessary or advisable for administering the Plan. The Committee’s determination on the foregoing matters shall be conclusive.

3. PARTICIPANTS

Participants in the Plan shall be those, non-employee directors, officers and key, full-time, salaried employees of the Company to whom options may be granted from time to time by the Committee.

4. THE SHARES

The shares of stock initially subject to options authorized to be granted under the Plan shall consist of four hundred eighty-nine thousand (489,000) shares of Common Stock (the “Shares”) of the Company, or the number and kind of shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in Section 6. The Shares subject to the Plan may be set aside out of the authorized but unissued shares of Common Stock of the Company not reserved for any other purpose or out of shares of Common Stock subject to an option which, for any reason, terminates unexercised as to the Shares.

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5. GRANTS TERMS AND CONDITIONS OF OPTIONS

Options may be granted at any time prior to the termination of the Plan to non-employee directors, officers and other key, full-time, salaried employees of the Company who, in the judgment of the Committee, contribute to the successful conduct of the Company’s operation through their judgment, interest, ability and special efforts; provided, however, that: (i) for incentive stock options, the aggregate fair market value of the stock (determined as of the date the option is granted) which is exercisable for the first time in any calendar year (under all stock option plans of the Company, its Affiliates or any predecessor of any such corporation) shall not exceed $100,000; (ii) except in the case of termination by death or disability or cause or cessation of status as a director, as set forth in Section 5(c) below, the granted option must be exercised by optionee no later than three (3) months after any termination of employment or status as a director with the Company and said employment or status as a director must have been continuous since the granting of the option. Further, incentive stock Options may only be granted to full-time, salaried employees of the Company.

In addition, options granted pursuant to the Plan shall be subject to the following terms and conditions:

(a) Number of Shares.

  (i) Each agreement evidencing an option granted under the Plan shall state the number of Shares subject to the option.

(ii) Each non-employee director who is a director on the date of adoption of the Plan by the Board of Directors of the Company (the “Commencement Date”) shall be entitled to a one-time grant of an option to purchase ten thousand (10,000) Shares (an “Initial Grant”). Non-employee directors may only be granted non-statutory stock options. On or after the Commencement date, options may be granted to directors which grant shall become effective

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as of the day following approval of the Plan by the Shareholders of the Company at the Company’s 1995 Annual Meeting of Shareholders; and which shall thereafter vest as provided in Section 5(d) hereof.

(iii) On each anniversary date of the Date of Grant (the “Anniversary Grant Date”), each director who has been a director continuously for the preceding year and who has not previously received, pursuant to Section 5(a)(ii) hereof, a grant of options to purchase a total of ten thousand (10,000) Shares, shall be entitled to a grant of an option to purchase two thousand (2,000) Shares (an “Annual Grant”). Notwithstanding the foregoing, the maximum number of Shares for which options may be granted under the Plan to any director shall be ten thousand (10,000) Shares.

(iv) In the event a director who is entitled to an Initial Grant or Annual Grant on the Date of Grant or Anniversary of Grant Date, respectively, ceases to be a director for any reason other than by reason of death of said director prior to the Date of Grant or Anniversary Grant Date, such director shall not be entitled to receive such Initial Grant or Annual Grant.

(v) In the event of the death, prior to the Date of Grant or Anniversary Grant Date, of a director who is entitled to an Initial Grant or Annual Grant on the Date of Grant or Anniversary Grant Date, respectively, the personal representative of said director shall be entitled to receive the Initial Grant of Annual Grant to which said director was entitled on such Date of Grant or Anniversary Grant Date, but shall not be entitled to receive any further grants under the Plan.

(vi) No proration of an Annual Grant shall be made to any director based on a partial year of service as a director.

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(b) Vesting Period of Options. With respect to each option granted pursuant to Section 5(a) above, each optionee shall agree to remain as a director and to render his or her services for a period of at least six (6) months from the respective Date of Grant or Anniversary Grant Date, but such agreement shall not impose upon the Company any obligation to retain the optionee as a director for any period. No option may be exercised by any optionee unless and until the optionee has served continuously as a director, officer or employee for a period of six (6) months from the date of grant of such option (the “Vesting Period”), except as set forth in Sections 5(e) and 6 hereof. Upon the expiration of six (6) months from each respective Date of Grant or Anniversary Grant Date, each option granted pursuant to Section 5(a)(ii) thru (iv) shall become immediately exercisable in full.

(c) Option Price. The purchase price (the “Option Price”) under each option shall be not less than one hundred percent (100%) of the fair market value of the Shares subject thereto on the date the option is granted, as such value is determined by the Committee (except nonstatutory stock options for which the exercise price may be less than fair market value as determined by the Committee in accordance with applicable law). The fair market value of such stock shall be determined in accordance with any reasonable valuation method, including the valuation methods described in Treasury Regulation Section 20.2031-2. If, however, an employee owns stock of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, the option price of any incentive stock option granted to such optionee shall be not less than one hundred ten percent (110%) of such fair market value at the time such option is granted.

(d) Duration and Exercise of Options. Each option shall vest in such manner and at such time at the rate of at least 25% per year up to but not exceeding four (4) years from the date the option is granted for all participants as the Committee shall determine in its sole

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discretion, provided that options shall vest pro rata on a monthly basis between the date of grant and any anniversary of he date of grant; provided, further, that if an incentive stock option is granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, such option by its terms is not exercisable after the expiration of four (4) years from the date such option is granted. Each option may be exercised for a period of one Hundred twenty (120) months from the date of grant, subject to the vesting provisions set forth herein. The termination of the Plan shall not alter the maximum duration, the vesting provisions, or any other term or condition of any option granted prior to the termination of the Plan.

To the extent the right to purchase Shares has vested under a participant’s stock option agreement, options may be exercised from time to time by delivering payment in full at the Option Price for the number of Shares being purchased by either: (i) cash, certified check, official bank check or the equivalent thereof acceptable to the Company; or (ii) shares of the Company’s Common Stock with a fair market value on the date of exercise equal to the Option Price; or (iii) a combination of (i) and (ii) above; together with written notice to the Secretary of the Company identifying the option or part thereof being exercised and specifying the number of Shares for which payment is being tendered. The Company shall deliver to the optionee, which delivery shall be not less than fifteen (15) days and not more than thirty (30) days after the giving of such notice, without transfer or issue tax to the optionee (or other person entitled to exercise the option) at the principal office of the Company, or such other place as shall be mutually acceptable, a certificate or certificates for such Shares dated the date the options were validly exercised; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any requirements of law. If an option covers incentive and nonstatutory stock options, separate stock certificates shall be issued; one or more for stock acquired upon exercise of the incentive stock options and one or more for the stock acquired upon exercise of the non-statutory stock options.

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(e) Termination of Employment, or Director or Officer Status. Upon the termination of an optionee’s status as an employee, director or officer of the Company, his or her rights to exercise an option then held shall be only as follows:

DEATH OR DISABILITY: If an optionee’s employment or status as an officer or director is terminated by death or disability in effect on the date thereof, such optionee or such optionee’s qualified representative (in the event of the optionee’s mental disability) or the optionee’s estate (in the event of the optionee’s death) shall have the right for a period of twelve (12) months following the date of such death or disability to exercise the option to the extent the optionee was entitled to exercise such option on the date of the optionee’s death or disability, provided the actual date of exercise is in no event after the expiration of the term of the option.

An optionee’s “estate” shall mean the optionee’s legal representative or any person who acquires the right to exercise an option by reason of the optionee’s death.

CAUSE: If an employee or officer is determined by the Board of Directors to have committed an act of embezzlement, fraud, dishonesty, breach of fiduciary duty to the Company, or to have deliberately disregarded the rules of the Company which resulted in loss, damage or injury to the Company, or if an optionee (other than a director) makes any unauthorized disclosure of any of the secrets or confidential information of the Company, induces any client or customer of the Company to break any contract with the Company or induces any principal for whom the Company acts as agent to terminate such agency relations, or engages in any conduct which constitutes unfair competition with the Company, or if an optionee is removed from any office of the Company by any bank regulatory agency or by judicial process, the optionee or the optionee’s estate shall be entitled to exercise any option with respect

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to any Shares for a period of thirty (30) days after termination of employment or status as a director or officer. The optionee may receive payment from the Company for vacation pay, for services rendered prior to termination, for services for the day on which termination occurred, for salary in lieu of notice, or for other benefits. In making such determination, the Board of Directors shall act fairly and shall give the optionee an opportunity to appear and be heard at a hearing before the full Board of Directors and present evidence on the optionee’s behalf. For the purpose of this paragraph termination of employment or officer status shall be deemed to occur when the Company dispatches notice or advice to the optionee that the optionee’s employment or status as an officer is terminated and not at the time of optionee’s receipt thereof

OTHER REASONS: If an optionee’s employment or status as a director or officer is terminated for any other reason other than those mentioned above under “Death or Disability” and “Cause”, the optionee may, within three (3) months following such termination, exercise the option to the extent such option was exercisable by the optionee on the date of termination of the optionee’s employment or status as a director or officer, provided the date of exercise is in no event after the expiration of the term of the option.

(f) Transferability of Option. Each option shall be transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code and shall be exercisable during the optionee’s lifetime only by the optionee.

(g) Other Terms and Conditions. Options may also contain such other provisions, which shall not be inconsistent with any of the foregoing terms, as the Committee shall deem appropriate. No option, however, nor anything contained in the Plan, shall confer upon any optionee any right to continue in the employ or in the status as an officer of the Company, nor limit in any way the right of the Company to terminate an optionee’s employment or status as an officer at any time.

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Nor shall any option, nor anything contained in the Plan, obligate the Company or any Affiliate to continue any optionee’s status as a director or to vote any shares held by the Company’s proxy holders in favor of any optionee at any shareholders’ meeting of the Company at which directors are to be elected.

(h) Use of Proceeds from Stock. Proceeds from the sale of Shares pursuant to the exercise of options granted under the Plan shall constitute general funds of the Company.

(i) Rights as a Shareholder. The optionee shall have no rights as a shareholder with respect to any Shares until the date of issuance of a stock certificate for such Shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance, except as provided in Section 6 hereof.

(j) Exercisability of Incentive Stock Options. The aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year (under all such plans of the Company) shall not exceed $100,000. Any option not complying with this Section 5(j) shall be a non-qualified stock option.

(k) Tax Withholding. The Company may determine that it is required to withhold taxes relating to the exercise of any option and that such tax withholding shall be satisfied in a manner satisfactory to the Company before Shares pursuant to the exercise of an option are delivered to an optionee. The optionee may elect to pay such tax upon the exercise of a stock option by surrendering a sufficient number of previously issued shares. The value of Shares surrendered shall be the fair market value of such Shares on the date the exercise becomes taxable. The election to withhold shares otherwise deliverable upon exercise of the option, or to surrender previously issued shares, shall be subject to the approval of the Committee and must be made pursuant to rules established by the Committee.

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6. ADJUSTMENT OF AND CHANGES IN THE SHARES

In the event the shares of Common Stock of the Company, as presently constituted, shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation (whether by reason of reorganization, merger, consolidation, recapitalization, reclassification, split-up, combination of shares or otherwise), or if the number of shares of Common Stock of the Company shall be increased through the payment of a stock dividend or increased or decreased through a stock split, the Board of Directors shall substitute for or add to each share of Common Stock of the Company theretofore appropriated or thereafter subject or which may become subject to an option under the Plan, the number and kind of shares of stock or other securities into which each outstanding share of Common Stock of the Company shall be so changed, or for which each share shall be exchanged, or to which each such share shall be entitled, as the case may be. In addition, the Committee 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 optionee’s proportionate interest in the Company by reason of his rights under unexercised portions of such options shall be maintained as before the occurrence of such event. Such adjustment in outstanding options shall be made without change in the total price of the unexercised portion of the option and with a corresponding adjustment in the option price per share.

In the event of sale, dissolution or liquidation of the Company or a merger or consolidation in which the Company is not the surviving or resulting corporation, the Committee shall have the power to cause the termination of every option outstanding hereunder, except that the surviving or resulting corporation may tender to the optionee, an option or options to purchase shares on terms and conditions reasonably acceptable to such optionees, both as to the number of shares and otherwise; provided, however, that in all events the optionee shall have the

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right immediately prior to such sale, dissolution, liquidation, merger or consolidation in which the Company is not the surviving or resulting corporation to (1) notification thereof as soon as practicable and (2) to exercise the optionee’s option to purchase Shares subject thereto which options shall fully vest immediately prior to such sale, dissolution, liquidation, merger or consolidation in which the Company is not the surviving or resulting corporation. This right of exercise shall be conditioned upon the execution of a final plan of dissolution or liquidation or a definitive agreement of merger or consolidation.

In the event of an offer by any person or entity to all shareholders of the Company to purchase any or all shares of Common Stock of the Company (or shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in Section 6 hereof), any optionee under this Plan shall have the right upon the commencement of such offer to exercise the option and purchase Shares subject thereto to the extent of any unexercised or unvested portion of such option.

No right to purchase fractional Shares shall result from any adjustment in options pursuant to this Section 6. In case of any such adjustment, the shares subject to the option shall be rounded down to the nearest whole share. Notice of any adjustment shall be given by the Company to each holder of an option which was in fact so adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

To the extent the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Any issue by the Company of shares of stock of any class, or securities convertible into shares of any class, shall not affect the number or price of shares of Common Stock subject to the option, and no adjustment by reason thereof shall be made.

The grant of an option pursuant to the Plan shall not affect in any way the right or power

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of the Company to make adjustments, reclassification, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

7. LISTING OR QUALIFICATION OF SHARES

All options granted under the Plan are subject to the requirement that if at any time the Board of Directors or the Committee shall determine in its discretion that the listing or qualification of the Shares subject thereto on any securities exchange or under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of or in connection with the issuance of Shares under the option, the option may not be exercised in whole or in part unless such listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Board of Directors or the Committee.

8. AMENDMENT AND TERMINATION OF THE PLAN

The Board of Directors shall have complete power and authority to terminate or amend the Plan; provided, however, that the Board of Directors shall not, without the approval of the shareholders of the Company, (i) materially increase the benefits accruing to participants under the Plan; (ii) increase the number of securities which may be issued under the Plan; or (iii) modify the requirements as to eligibility for participation in the Plan; and provided further that the terms set forth in Section 5 of the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act of 1974 as amended, or the rules thereunder. Except as provided in section 6, no termination, modification or amendment of the Plan may, without the consent of

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an employee, director or officer to whom such option shall theretofore have been granted, adversely affect the rights of such employee, director or officer under such option. Unless the Plan shall have been terminated by action of the Board of Directors prior thereto, it shall terminate ten (10) years from the earlier of its adoption by the Board of Directors or approval by the Company’s shareholders, unless earlier terminated by the Board of Directors.

Unless the Plan shall have been terminated by action of the Board of Directors prior thereto, the Plan shall terminate on August 23, 2004.

9. BINDING EFFECT OF CONDITIONS

The conditions and stipulations herein contained, or in any option granted pursuant to the Plan shall be, and constitute, a covenant running with all of The Shares acquired by the optionee pursuant to this Plan, directly or indirectly, whether the same have been issued or not, and those Shares owned by the optionee shall not be sold, assigned or transferred by any person save and except in accordance with the terms and conditions herein provided, and the optionee shall agree to use best efforts to cause the officers of the Company to refuse to record on the books of the Company any assignment or transfer made or attempted to be made except as provided in the Plan and to cause such officers to refuse to cancel old certificates or to issue or deliver new certificates therefor where the purchaser or assignee has acquired certificates or the Shares represented thereby, except strictly in accordance with the provisions of the Plan.

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10. EFFECTIVENESS OF THE PLAN

The Plan shall become effective only upon approval by the Board of Directors. The grant of any options pursuant to the Plan shall be conditioned upon the registration of the Shares with the Securities and Exchange Commission and Qualification of the offer and sale of the Shares pursuant to the Plan with the Commissioner of Corporations of the State of California, unless in the opinion of counsel to the Company such registration or qualification is not necessary.

11. PRIVILEGES OF STOCK OWNERSHIP: SECURITIES LAW COMPLIANCE: NOTICE OF SALE

No optionee shall be entitled to the privileges of stock ownership as to any Shares not actually issued and delivered to the optionee. No Shares shall be purchased upon the exercise of any option unless and until any applicable requirements of any regulatory agencies having jurisdiction, and of any exchanges upon which the Common Stock of the Company may be listed, shall have been satisfied. The Company shall diligently endeavor to comply with all applicable securities laws before any options are granted under the Plan and before any Shares are issued pursuant to the exercise of such options. The optionee shall give the Company notice of any sale or other disposition of any such Shares not more than five (5) days after such sale or other disposition.

12. INDEMNIFICATION

The Company shall indemnify its “agents”, as defined in Section 317 of the California Corporations Code, to the full extent permitted by Section 317, as amended from time to time, by any successor statute to Section 317, and or as by the permitted by any successor statute to Section 317, and by the Company’s Articles of Incorporation.

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13. INFORMATION TO OPTIONEES

The Company shall provide to each optionee during the period for which he or she has one or more options outstanding, copies of all annual reports and other information which are provided to all shareholders of the Company. The Company shall not be required to provide such information to directors or key employees whose duties in connection with the Company assure their access to equivalent information.

Adopted: August 23, 1994.

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