BANCORP. By: ----------------------------------------- Name: Title: XXXXX XXXXXXX COMPANIES By: ----------------------------------------- Name: Title:
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. By /s/ Lee X. Xxxau ------------------------------------------- Its Executive Vice President - Corporate Development, General Counsel and Secretary /s/ John X. Xxxxxxxxxx --------------------------------------------- John X. Xxxxxxxxxx
BANCORP. By: ------------------------------- Name: Title:
BANCORP. WEST COAST BANCORP ----------------------- Printed Name By: ----------------------- ----------------------- Signature Title: -------------------- 8 ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of __________________, accept the ( ) incentive ( ) nonqualified stock option described above and in the Plan, and acknowledge receipt of a copy each of this Option Grant, the Plan and the Plan Summary. I have read and understand the Plan. Dated: _____________________ _________________________________ _____________________________ Taxpayer I.D. Number Name of Optionee To: West Coast Bancorp ("Bancorp") I, a resident of the State of _______________, hereby exercise my ( ) incentive ( ) nonqualified stock option granted by Bancorp on ______________________, subject to all the terms and provisions thereof and of the Plan, and hereby notify Bancorp of my desire to purchase ________ shares of the common stock, without par value per share, of Bancorp ("Common Stock") at the exercise price of $ _____ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished a copy of the Plan, the Plan Summary and all information which I deem necessary to evaluate the merits and risks of the purchase of the Common Stock; and (2) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Common Stock and Bancorp. Dated: __________________ ______________________________ ______________________________ Taxpayer I.D. Number Printed Name of Optionee ______________________________ Signature of Optionee Address ______________________ ______________________________
BANCORP. By: -------------------------------------- Name: Title: WILMINGTON TRUST COMPANY, as Guarantee Trustee By: -------------------------------------- Name: Title:
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”). In consideration of the mutual covenants contained in this Agreement, the parties agree as follows:
BANCORP. The Enterprise Readiness Services Department has set forth guidelines which incorporate industry best practices for: recovery of critical business units, recovery of technology and emergency and crisis management response and integrates the program into the overall U.S. Bank Risk Management framework.
BANCORP. By: Xxxxx X. Xxxxxx Its: SVP, Compensation and Benefits
