EXHIBIT 10.1
BRIDGE CAPITAL HOLDINGS
RESTRICTED STOCK PURCHASE AWARD AGREEMENT
UNDER 2006 EQUITY INCENTIVE PLAN
This Restricted Stock Purchase Award Agreement (this "AGREEMENT"),
dated _______, 20___, is entered into between Bridge Capital Holdings, a
California corporation (the "COMPANY"), and _____________ ("Participant").
BACKGROUND
The Company has established the Bridge Capital Holdings 2006 Equity
Incentive Plan ("PLAN"), to encourage ownership of Stock by employees and
directors of the Company and Affiliates and to provide additional incentive for
them to promote the success of the Company's business. Participant has performed
various services for the Company. The Compensation Committee of the Board of
Directors of the Company has granted Participant Shares of Restricted Stock of
the Company under the Plan subject to the restrictions stated below.
AGREEMENT
The parties to this Agreement, intending to be legally bound, agree as
follows:
1. TERMS OF AWARD. All capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings ascribed thereto in the Plan.
Participant confirms and acknowledges that Participant has received and reviewed
a copy of the Prospectus for the Plan, entitled "PROSPECTUS--500,000 SHARES OF
COMMON STOCK--BRIDGE CAPITAL HOLDINGS 2006 EQUITY INCENTIVE PLAN" dated October
2, 2006. Participant and the Company agree that the terms and conditions of the
Plan are incorporated in this Agreement by this reference and that the terms of
this Agreement are subject in their entirety to the terms of the Plan.
2. GRANT OF RESTRICTED STOCK. Subject to the terms and conditions of this
Agreement and of the Plan, in consideration of services previously rendered by
Participant, the Company hereby grants to Participant _______________________
(_________) shares of Restricted Stock.
3. LAPSE OF RISK OF FORFEITURE OF RESTRICTED STOCK. All of the Restricted
Stock is subject to a Risk of Forfeiture should Participant's Continuous Service
terminate. Restrictions shall lapse on the fifth anniversary date of the date of
this Agreement, subject to Participant's Continuous Service on such date. Upon
the termination of Participant's Continuous Service, all of the Restricted Stock
which continues to be subject to a Risk of Forfeiture ("FORFEITED RESTRICTED
STOCK") immediately prior to such termination shall be forfeited by Participant,
ownership of all such Forfeited Restricted Stock shall transfer back to the
Company and Participant shall have no further rights with respect to any of such
Forfeited Restricted Stock.
4. RESTRICTION PERIOD. Any shares of Restricted Stock granted hereunder
which are at any time subject to a Risk of Forfeiture pursuant to Section 3, may
not be sold, pledged, donated, exchanged or otherwise transferred until such
shares of Restricted Stock are fully vested hereunder and no longer subject to a
Risk of Forfeiture pursuant to this Agreement.
5. LEGEND. All certificates representing any Restricted Stock subject to a
Risk of Forfeiture pursuant to this Agreement (such Restricted Stock, the
"UNVESTED RESTRICTED STOCK") shall have endorsed thereon following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED BY
THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE 2006
EQUITY INCENTIVE PLAN OF THE ISSUER AND AN AWARD AGREEMENT ENTERED INTO
BY THE REGISTERED OWNER AND THE ISSUER. COPIES OF SUCH PLAN AND
AGREEMENT ARE ON FILE IN THE OFFICES OF THE ISSUER.
6. RETENTION OF RESTRICTED STOCK OR CERTIFICATE FOR RESTRICTED STOCK. Any
certificate or certificates evidencing any Unvested Restricted Stock shall be
deposited with the Secretary of the Company. However, instead of issuing
physical stock certificates, the Company may also hold the Unvested Restricted
Stock in a book entry account in the name of Participant. Any such certificates
or such book entry shares shall be held by the Company until such times as the
Risk of Forfeiture of any such Restricted Stock shall have lapsed pursuant to
Section 3, after which the Company shall release to the Participant the
Restricted Stock as to which restrictions have lapsed.
7. PARTICIPANT SHAREHOLDER RIGHTS. Except as otherwise provided in the Plan
or the applicable Award Agreement, at all times prior to lapse of any Risk of
Forfeiture applicable to, or forfeiture of, a Restricted Stock Purchase Award,
the Participant shall have all of the rights of a shareholder of the Company,
including the right to vote, and the right to receive any dividends with respect
to, the Restricted Stock. Accordingly, Participant shall have the right to vote
the Unvested Restricted Stock and to receive any dividends payable with respect
to Unvested Restricted Stock.
8. TAXES.
(a) Participant shall be liable for any and all taxes, including
withholding taxes, arising out of the grant, issuance or lapse of the Risk of
Forfeiture of Restricted Stock. The Company shall have the right to require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state, local or other withholding tax requirements if, when, and to the extent
required by law (whether so required to secure for the Company an otherwise
available tax deduction or otherwise) prior to the delivery to the Participant
of such Restricted Stock or any certificate or certificates for such Restricted
Stock. The obligations of the Company under the Plan shall be conditioned on
satisfaction of all such withholding obligations and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.
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(b) [PARTICIPANT MAY ELECT TO SATISFY AN APPLICABLE WITHHOLDING
REQUIREMENT, IN WHOLE OR IN PART, BY HAVING THE COMPANY WITHHOLD SHARES OF
RESTRICTED STOCK OTHERWISE DUE TO THE PARTICIPANT UPON VESTING OF RESTRICTED
STOCK HEREUNDER, OR TO SUBMIT SHARES OF STOCK PREVIOUSLY OWNED BY THE
PARTICIPANT. PARTICIPANTS MAY ONLY ELECT TO HAVE SHARES WITHHELD HAVING A MARKET
VALUE ON THE DATE THE TAX IS TO BE DETERMINED EQUAL TO THE MINIMUM STATUTORY
TOTAL TAX WHICH COULD BE IMPOSED AS A RESULT OF THE TRANSACTION. ALL ELECTIONS
SHALL BE IRREVOCABLE, MADE IN WRITING, SIGNED BY THE PARTICIPANT, AND SHALL BE
SUBJECT TO ANY RESTRICTIONS OR LIMITATIONS THAT THE COMMITTEE DEEMS
APPROPRIATE.-BRIDGE BANK SHOULD DETERMINE WHETHER OR NOT TO USE THIS PROVISION.
IF NOT, THEN STRIKE.]
(c) Participant shall be responsible for filing with the Internal Revenue
Service an appropriate written notice of election pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, if Participant wishes to make
such an election. Participant shall notify the Company in writing if Participant
files such an election (a form of which is attached hereto) within 30 days of
the date of this Agreement. In the event it does not receive from Participant
evidence of such filing, the Company intends to claim a tax deduction for any
amount which would otherwise be taxable to Participant in the absence of such an
election. PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT'S SOLE RESPONSIBILITY
AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF
PARTICIPANT REQUESTS THE COMPANY TO MAKE THIS FILING ON PARTICIPANT'S BEHALF.
9. FRACTIONAL RESTRICTED STOCK. No fraction of a share of Restricted Stock
shall be purchasable or deliverable hereunder, but in the event any adjustment
hereunder of the number of shares covered by this Agreement shall cause such
number to include a fraction of a share, such number of shares shall be adjusted
to the nearest smaller whole number of shares.
10. MISCELLANEOUS.
10.1. TRANSFERS IN VIOLATION OF RESTRICTIONS. The Company shall not be
required (i) to transfer on its books any Restricted Stock which shall have been
sold or transferred in violation of any of the provisions set forth in this
Agreement, or (ii) to treat as owner of such shares or to accord the right to
vote as such owner or to pay dividends to any transferee to whom such shares
shall have been so transferred.
10.2. FURTHER ASSURANCES. The parties agree to execute such further
instruments and to take such action as may reasonably be necessary to carry out
the intent of this Agreement.
10.3. NOTICES. Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon delivery to Participant at
such Participant's address then on file with the Company.
10.4. NO EMPLOYMENT OR GUARANTEE OF CONTINUED RELATIONSHIP. Nothing
contained in the Plan or in this Agreement shall confer upon the Participant any
right to the continuation of employment or other association with the Company
(or with any Affiliate of the Company).
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10.5. CONSENT OF SPOUSE/DOMESTIC PARTNER. PARTICIPANT agrees that
Participant 's spouse's or domestic partner's interest in the Award is subject
to this Award Agreement and such spouse or domestic partner is irrevocably bound
by the terms and conditions of this Award Agreement. Participant agrees that all
community property interests of Participant and Participant 's spouse or
domestic partner in the Award, if any, shall similarly be bound by this Award
Agreement. Participant agrees that this Award Agreement is binding upon
Participant's and Participant 's spouse's or domestic partner's executors,
administrators, heirs and assigns. Participant represents and warrants to the
Company that Participant has the authority to bind Participant's spouse/domestic
partner with respect to the Award. Participant agrees to execute and deliver
such documents as may be necessary to carry out the intent of this Section 10.5
and the consent of Participant's spouse/domestic partner
10.6. GOVERNING LAW. This Agreement and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed,
and construed and interpreted in accordance with the laws of the state of
California without regard to its principles of conflicts of laws.
10.7. COUNTERPARTS. This Agreement may be executed counterparts.
10.8. ENTIRE AGREEMENT. This Agreement, including the Plan, constitute the
entire agreement of the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement.
BRIDGE CAPITAL HOLDINGS PARTICIPANT
By:__________________________ ______________________________________
(SIGN ABOVE THIS LINE)
Name:________________________
Its:_________________________ Name:_________________________________
(PLEASE PRINT)
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SECTION 83(b) ELECTION
When you receive stock from the company in connection with your
performance of services the full enjoyment of which is conditioned upon the
future performance of substantial services by you, your income tax consequences
are determined under Section 83 of the Internal Revenue Code.
The general rule of Section 83 is that you have a taxable event at the
time the stock vests or the risk of forfeiture lapses. At that time, you have
ordinary income equal to the excess (the "DELTA") of the fair market value of
the stock at the time of vesting over the price paid by the person for the
stock, if any. If the stock has appreciated between the time of acquisition and
the time of vesting, the appreciation would be ordinary income to you (as would
any delta that existed when the stock was acquired). The tax holding period of
the stock commences when the stock vests and any subsequent appreciation would
be capital gain. If the stock is held for more than one year from the vesting
date any capital gain would be long-term capital gain.
You may view this tax treatment as undesirable for two reasons. First,
the appreciation of the shares between the grant date and the vesting date would
be ordinary income to you. Ordinary income is currently taxed at federal rates
up to 35%, while the maximum federal rate on long-term capital gain is currently
15%. Second, the taxable event that occurs on the vesting date may not coincide
with a liquidity event, such as the sale of the corporation or shares of the
company. In the absence of a liquidity event, you may have a taxable event but
no cash with which to pay the taxes.
For unvested stock, Section 83(b) of the Internal Revenue Code offers a
solution to the above-described tax consequences. A person who receives unvested
stock may elect to be taxed at the time the stock is granted. If you timely make
the Section 83(b) election, you would have ordinary income equal to the delta at
the time of grant (rather than at the time the stock vests). The holding period
would commence at the grant date and any subsequent appreciation would be
capital gain. If the one-year tax holding period is satisfied, all of the gain
would be long-term capital gain. Thus, the Section 83(b) election can result in
all of your gain being capital gain, however, tax would be due with respect to
the delta at the time you make the election.
In order to timely make an election under Section 83(b), YOU MUST FILE
the Section 83(b) election with the Internal Revenue Service Center where you
file your income tax returns. YOU MUST FILE THE ELECTION NOT LATER THAN 30 DAYS
AFTER THE STOCK IS GRANTED. There is no relief for failing to timely file the
election. If you make this election, you must provide the election to us and you
must include a copy of the election with your tax return for the taxable year in
which the stock is acquired.
NOTE: The foregoing is not a complete or thorough discussion of income
and other tax consequences of the receipt of stock and the company is not hereby
rendering any such advice. You are strongly urged to consult your own tax
advisors. Stock acquired from the exercise of stock options may subject you to
additional and different income and tax consequences, none of which is discussed
above.
ELECTION UNDER SECTION 83(B)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to Sections 55 and 83(b) of the
Internal Revenue Code of 1986, as amended (the "CODE"), to include in taxpayer's
gross income or alternative minimum taxable income (to the extent applicable
under Section 83), as applicable, for the current taxable year, the amount of
any income that may be taxable to taxpayer in connection with taxpayer's receipt
of the property described below:
1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:
NAME OF TAXPAYER:__________________________________________________________
NAME OF SPOUSE:____________________________________________________________
ADDRESS:___________________________________________________________________
TAXPAYER IDENTIFICATION NO.:_______________________________________________
SPOUSE IDENTIFICATION NO.:_________________________________________________
TAXABLE YEAR:______________________________________________________________
2. The property with respect to which the election is made is described as
follows:
______________ shares of Restricted Stock of Bridge Capital Holdings (the
"COMPANY") received pursuant to a Restricted Stock Purchase Award
Agreement, dated _____________, 20____ between the Company and the
taxpayer.
3. The date on which the property was transferred is:____________________ __,
20____.
4. The property is subject to the following restrictions:
The shares vest over time, subject to the taxpayer's continuous
relationship as an employee or director with the Company. Upon the
termination of the taxpayer's relationship with the Company, all of the
unvested shares outstanding immediately prior to such termination shall be
forfeited by the taxpayer, ownership of all such unvested shares shall
transfer back to the Company and the taxpayer would have no further rights
with respect to any of such unvested shares.
5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never
lapse, of such property is: $________ per share for an aggregate fair
market value of $_______________.
6. The amount (if any) paid for such property: $0.
The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.
THE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED
EXCEPT WITH THE CONSENT OF THE COMMISSIONER.
Dated: ____________ ______________________________________
PRINT NAME:___________________________
The undersigned spouse of taxpayer
joins in this election.
Dated: ____________ ______________________________________
Spouse of Taxpayer
PRINT NAME:___________________________
