RESTRICTED STOCK AWARD AGREEMENT
CENTRAL VALLEY COMMUNITY BANCORP 2015 OMNIBUS INCENTIVE PLAN
This Restricted Stock Award Agreement (Award Agreement), effective February 1, 2023 (Effective Date), is between Central Valley Community Bancorp (Company), a California corporation, and Xxxxx Xxx (Participant). This Award Agreement is made pursuant to the terms and conditions of the Central Valley Community Bancorp 2015 Omnibus Incentive Plan (Plan), a copy of which is attached to this Award Agreement as Exhibit A. Unless the context otherwise requires, all capitalized terms used herein have the respective meanings assigned to them in the Plan.
A.Award of Restricted Stock.
Pursuant to that certain Employment Agreement by and between Central Valley
Community Bank (Bank) and Participant, dated November 1, 2021, the Company offers
to Participant the right to receive three awards of Restricted Stock subject to the terms
and conditions set forth herein.
The initial award date will be February 1, 2022 (Effective Date) (such award, the Initial
Award). The second award date will be the first anniversary of the Effective Date (such
award, the Second Award), subject to Participant's Continuous Service through the
second award date. The third award date will be the second anniversary of the Effective
Date (such award, the Third Award), subject to Participant's Continuous Service through
the third award date.
Each award of Restricted Stock will have a value of up to twenty-five percent (25%) of
Executive's Base Salary on the respective award date as reasonably determined by the
Board of Directors of the Company, and such Restricted Stock will be transferred into
Participant's name as of the respective award date, according to the terms and conditions
set forth in the Plan and this Award Agreement.
B. Vesting.
The Restricted Period will end upon the satisfaction of all terms and conditions set forth
in the Plan and this Award Agreement, and the vested Restricted Stock (Vested
Restricted Stock) will be released from restrictions upon the satisfaction of the following
criteria.
a. Participant will vest in the Restricted Stock awarded pursuant to this Award Agreement as of the specified anniversaries of the Effective Date of the award, in accordance with the following schedule:
i.Participant will vest in one-fifth (20%) of the shares of the Restricted Stock awarded pursuant to this Award Agreement on the one-year anniversary of the Effective Date (Vesting Commencement Date) (and if no such date exists, then on the last day of the month).
ii. Participant will subsequently vest in one-fifth (20%) of the remaining Restricted
Stock awarded on each anniversary of the Vesting Commencement Date, such
that all Restricted Stock will be Vested Restricted Stock on the fourth
anniversary of the Vesting Commencement Date.
b. As of each vesting date, restrictions placed upon the specified Restricted Stock will
lapse, subject to Participant's Continuous Service through the vesting date. The
Company's secretary will retain custody of Participant's original stock certificates for
safekeeping.
C. Acceleration.
In the event of a Change in Control (as defined in the Plan) during Participant's Continuous
Service, the vesting periods will accelerate such that one hundred percent (100%) of the
Restricted Stock will immediately become Vested Restricted Stock.
D. Limitation of Benefits under Certain Circumstances.
If any transfer of stock pursuant to this Award Agreement, either alone or together with
other payments, benefits, and transfers which Participant has the right to receive from
Company and/or Central Valley Community Bank (Bank), would constitute a "parachute
payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the
Code), the value of stock transferred will be reduced, in the manner determined by the
Board of Directors of the Company, by the amount, if any, which is the minimum necessary
to result in no portion of the transfer being non-deductible to the Company or Bank pursuant
to Section 280G of the Code and subject to the excise tax imposed under Section 4999 of
the Code. The dete1mination of any reduction in the value of stock transferred will be based
upon the opinion of independent counsel selected by the Company and paid by the
Company. Such counsel will be reasonably acceptable to Participant; will promptly prepare
the foregoing opinion, but in no event later than thirty (30) days from the date of any stock
transfer under the terms of this Award Agreement; and may use such actuaries or other
consultants as such counsel deems necessary or advisable for the purpose.
E. Regulatory Compliance.
This Award Agreement is drawn to be effective in the State of California and will be
construed in accordance with California laws, except to the extent superseded by federal
law. The parties specifically acknowledge that while the restrictions contained in Section
131 of the Federal Deposit Insurance Corporation Improvement Act of 1991, relating to the
payment of bonuses and increases for senior executive officers of institutions which are
deemed "undercapitalized", do not currently apply to the Company or Bank such
provisions may affect the terms of this Award Agreement if the Company or Bank
should be deemed undercapitalized by any state or federal regulatory authority
(including, without limitation, the Federal Deposit Insurance Company and the Federal
Reserve Board). Without limiting the generality of the foregoing, under no
circumstances will the Company or Bank be required to take any other actions under this
Award Agreement if such actions would result in any violation of applicable law, rule,
regulation or regulatory directive.
F. Clawback.
Notwithstanding any provisions of this Award Agreement to the contrary, if any
Payment Restrictions (as hereinafter defined) require the recapture or "clawback" of any
benefits received by or stock transferred to the Participant under this Award Agreement,
Participant will repay or transfer stock back to the Company or Bank the aggregate
amount of any such benefits or stock, with such repayment or transfer to occur no later
than thirty (30) days following Participant's receipt of a written notice from the
Company or Bank indicating that benefits or stock received by Participant under this
Award Agreement are subject to recapture or clawback pursuant to the Payment
Restrictions. "Payment Restrictions" means any applicable state or federal statute, law,
regulation, or regulatory interpretation or other guidance, or contractual arrangement
with or required by a governmental authority that would require the Company or Bank
to seek or demand repayment or return of any benefits or stock received by Participant
for any reason, including, without limitation, FIL-66-02010 and any related or successor
regulatory guidance, any regulatory or enforcement interpretations or guidance provided
by the Securities Exchange Commission or other regulatory body under Section 954 of
the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010, or the
Company or Bank or its successors later obtaining information indicating that
Participant has committed, is substantially responsible for, or has violated, the
respective acts or omission, conditions, or offenses outlined under 12 C.F.R.
359.4(a)(4).
G. The Plan.
The provisions of the Plan are incorporated into this Award Agreement by reference
and, in the event of any conflict between this Award Agreement and the Plan, the terms
of the Plan will govern, unless the Company has specifically provided otherwise in this
Award Agreement.
H. Stock Certificates; Legend.
The Restricted Stock granted under the Plan and this Award Agreement will be
evidenced by issuance of a stock certificate or certificates, which certificate or
certificates will be held by the Company. Such certificate or certificates will be
registered in the name of the Participant and will bear the following (or similar) legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, PLEDGED, ENCUMBERED OR OTHERWISE CONVEYED WITHOUT SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE, TRANSFER, PLEDGE OR OTHER CONVEYANCE UNDER THE SECURITIES ACT.
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE COMPANY'S 2015 OMNIBUS INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THE SECRETARY OF THE COMPANY, 0000 X. XXXXXXXXX XXXXX, XXXXX 000, XXXXXX, XX 00000.
I.Miscellaneous Provisions.
a.Withholding Taxes.
In the event that the Company determines that it is required by law to withhold
federal, state or local taxes as a result of any transaction involving this Award
Agreement or the Plan, Participant will make arrangements satisfactory to the
Company to enable it to satisfy all withholding requirements.
The Company retains the right to deduct from all amounts paid pursuant to the
Plan any taxes required by law to be withheld with respect to such awards.
b. Rights as a Restricted Shareholder or Vested Restricted Shareholder.
Participant will have only the rights with respect to the Restricted Stock and
Vested Restricted Stock expressed in the Plan and this Award Agreement.
With respect to the Restricted Stock conferred by this Award Agreement,
Participant will have the rights of a shareholder of the Company, including the
right to vote such Restricted Stock and receive dividends and other distributions
thereon, if any.
c. No Employment Rights.
Nothing in this Award Agreement will be construed as giving Participant the
right to be retained as an employee of the Company or to receive any benefits
other than those specifically set forth in this Award Agreement. Sections D, E
and F of this Award Agreement are included for compliance purposes only and
do not confer any benefits.
d. Further Assurances.
Each party to this Award Agreement agrees to perform any and all further acts
and to execute and deliver any documents that may reasonably be necessary or
requested to carry out the provisions of this Award Agreement.
e. Attorneys' Fees.
In any legal action or other proceeding brought by either party to enforce or
interpret the terms of this Award Agreement, the prevailing party will be entitled
to recover reasonable attorney's fees and costs.
f. Confidentiality.
Participant agrees and acknowledges that the terms and conditions of this Award
Agreement are confidential. Participant agrees that they will not disclose these
terms and conditions to any third party, except to Participant's financial or legal
advisors, tax preparer or family members, unless such disclosure is required by
law.
g. Governing Law.
This Award Agreement will be governed by and construed in accordance with
the laws of the State of California applicable to contracts wholly made and
performed in the State of California.
h. Notices.
Any notice or other communication under this Award Agreement must be in
writing and will be effective upon delivery by hand; upon facsimile transmission
to either party at the number provided below for that party, but only upon receipt
by the transmitting party of a written confirmation of receipt; or three (3)
business days after deposit in the United States mail, postage prepaid, certified or
registered, and addressed to the Company or to Participant at the corresponding
address below. Each party will be obligated to notify the other in writing of any
change in that party's address. Notice of change of address will be effective only
when done in accordance with this paragraph.
If to the Company, to:
Central Valley Community Bancorp Attention: Chairman of the Board 0000 X.
Xxxxxxxxx Xxxxx, Xxxxx 000
Fresno, California 93720
If to Participant, to the address specified below his or her signature below.
i.Entire Award Agreement.
This Award Agreement and the Plan, together with those documents that are
referenced in the Award Agreement, are intended to be the final, complete, and
exclusive statement of the terms of the agreement between Participant and the
Company with regard to the subject matter of this Award Agreement. This Award
Agreement and the Plan supersede all other prior agreements, communications, and
statements, whether written or oral, express or implied, pertaining to that subject
matter. This Award Agreement and the Plan may not be contradicted by evidence of
any prior or contemporaneous statements or agreements, oral or written, and may
not be explained or supplemented by evidence of consistent additional terms.
j. Amendments.
This Award Agreement may be amended by the Board of Directors of the Company
at any time (i) if the Board of Directors of the Company determines, in its sole
discretion, that amendment is necessary or advisable in light of any addition to or
change in the Code, as amended or in the regulations issued thereunder, or any
federal or state securities law or other law or regulation, which change occurs after
the Effective Date and by its terms applies to the Restricted Stock; or (ii) for other
matters and circumstances, with the consent of Participant.
k. Successors and Assigns.
Participant agrees that he or she will not assign, sell, transfer, delegate, or otherwise
dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or
obligations under this Award Agreement, except as expressly permitted by this
Award Agreement. Any such purported assignment, sale, transfer, delegation, or
other disposition will be null and void. Subject to the limitations set forth in this
Award Agreement, the Award Agreement will be binding on and inure to the benefit
of the successors and assigns of the Company and any successors and permitted
assigns of Participant, including any executors, administrators, or other legal
representatives. It will not benefit any person or entity other than those specifically
enumerated in this Award Agreement.
l. Severability.
If any provision of this Award Agreement, or its application to any person, place or
circumstance, is held by an arbitrator or a court of competent jurisdiction to be
invalid, unenforceable or void, that provision will be enforced to the greatest extent
permitted by law, and the remainder of this Award Agreement and of that provision
will remain in full force and effect as applied to other persons, places and
circumstances.
m. Interpretation.
This Award Agreement will be construed as a whole, according to its fair meaning,
and not in favor of or against any party. By way of example and not in limitation,
this Award Agreement will not be construed in favor of the party receiving a benefit
nor against the party responsible for any particular language in this Award
Agreement. Captions are used for reference purposes only and should be ignored in
the interpretation of the Award Agreement. Unless the context requires otherwise,
all references in this Award Agreement to paragraphs are to the paragraphs of this
Award Agreement.
n. Counterparts.
This Award Agreement may be executed in one or more counterparts all of which
together will constitute one and the same instrument.
PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY TO DETERMINE WHETHER TO FILE AN ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE AND TO TIMELY FILE SUCH ELECTION IF DESIRED.
PARTICIPANT FURTHER ACKNOWLEDGES THAT PARTICIPANT IS ADVISED THAT HE OR SHE MAY CONSULT WITH AN ATTORNEY OR TAX ADVISOR BEFORE SIGNING THIS AGREEMENT, AND THAT PARTICIPANT VOLUNTARILY AND KNOWINGLY EXECUTED THIS AGREEMENT.
(Signature Page Follows)
The parties have duly executed this Award Agreement as of the date first written above.
COMPANY
California Corporation
By:
Title: Xxxxxx X. Xxxxx, Chairman of the Board
PARTICIPANT
Xxxxx Xxx
President, Chief Executive Officer
(Signature Page to Restricted Stock Award Agreement -Xxxxx Xxx)
