BANCORP. By: ----------------------------------------- Name: Title:
BANCORP. By --------------------------------------- Xxx X. Mitau Its Executive Vice President, General Counsel and Secretary
BANCORP. By ----------------------------
BANCORP. XXXXX SPRING BANCORP, INC.
BANCORP. Subject to the provisions of Section 5.3 and this Section 5.4, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company written notice of the portion of this Warrant and/or Shares (and/or securities issuable, directly or indirectly, upon conversion of the Shares, if any) being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder, if applicable); provided that, as a condition to such transfer, any subsequent transferee shall agree in writing with the Company to be bound by the terms and conditions of this Warrant, including without limitation Section 4.2 hereof. No surrender or reissuance shall be required for the transfer to PacWest Bancorp or a transfer to any other affiliate of Holder; provided that, for a transfer to any other affiliate of Holder, Holder gives the Company written notice of the portion of this Warrant and/or Shares (and/or securities issuable, directly or indirectly, upon conversion of the Shares, if any) being transferred setting forth the name, address and taxpayer identification number of the transferee. Notwithstanding anything to the contrary set forth herein, Holder shall not be permitted to transfer this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to an operating corporation, partnership, limited liability company or similar entity actively engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the research, production, development, manufacture, licensing, distribution, sale, or use of microparticle or nanoparticle technologies for developing therapeutic or prophylactic pharmaceutical agents delivered to or through mucus, mucin, or mucosal tissues or barriers (a “Competitive Operating Entity”), except in connection with an Acquisition of the Company by such Competitive Operating Entity.
BANCORP. A Change of Control shall only occur with respect to Bancorp if Bancorp (i) is a majority shareholder of the Bank; (ii) is a majority shareholder of any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in the Bank; or (iii) is otherwise a "Relevant Corporation" as that term is used and defined in Internal Revenue Code ("Code") Section 409A ("Section 409A"). For purposes of this section, majority shareholder means a shareholder owning more than 50% of the total fair market value and total voting power of the Bank, Bancorp, or a corporation in the chain referenced
BANCORP. The Xxxx Companies and Affiliates
BANCORP. LONG-TERM CASH AWARD AGREEMENT THIS AGREEMENT together with the Award Summary which is incorporated herein by reference (collectively, the “Agreement”) sets forth the terms and conditions of this long-term cash award (“Award”) granted by and the Company pursuant to the U.S. Bank Incentive Cash Bonus and Retention Plan (the “Plan”).
BANCORP. By: Xxxxx X. Xxxxxx
BANCORP. By By --------------------- --------------------- Name Name Title Title Countersigned MELLON INVESTOR SERVICES LLC By By --------------------- --------------------- Name Name Title Title Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED_____________ hereby sells, assigns and transfers unto ____________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________ Attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: ------------------- ----------------------------------------- Signature Signature Guaranteed: All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program ("STAMP"), the New York Stock Exchange, Inc. Medallion Signature Program ("MSP"), or the Stock Exchanges Medallion Program ("SEMP") and must not be dated. Guarantees by a notary public are not acceptable. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). ----------------------------------------- Signature Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Right Certificate.)
