1
EXHIBIT 4(c)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMPANY'S 1996
EMPLOYEE STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE AFFIRMATIVE
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY PRESENT, OR
REPRESENTED, AND ENTITLED TO VOTE AT A DULY HELD MEETING AT WHICH A QUORUM IS
PRESENT OR BY THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF THE COMPANY ENTITLED TO VOTE.
CU BANCORP
INCENTIVE STOCK OPTION
(EMPLOYEE)
____________________________, Optionee:
CU Bancorp (the "Company"), pursuant to its 1996 Employee
Stock Option Plan (the "1996 Employee Plan"), has this day granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Common Stock"). This option is intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code of
1986 as amended (the "Code").
The details of your option are as follows:
1. The total number of shares subject to this option is
________________________. None of the options will be exercisable during the
first 12 months from the date of the grant. Each option shall become vested
and exercisable in the following four cumulative annual installments: 25% on
the first anniversary date of the grant; an additional 25% on the second
anniversary date of the grant; an additional 25% on the third anniversary date
of the grant; and the last 25% on the fourth anniversary date of the grant.
From time to time during each of such installment periods, the option may be
exercised with respect to some or all of the shares allotted to that period,
and/or with respect to some or all of the shares allotted to any prior period
as to which the option was not fully exercised. During the remainder of the
term of the option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the option.
28
2
2. (i) The exercise price of this option is
____________________________ ($____________) per share, which is not less than
the fair market value of the Common Stock on the date of grant of this option,
except that, if you own stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company, then such
exercise price is not less than one hundred ten percent (110%) of the fair
market value of the Common Stock on the date of grant of this option.
(a) The exercise price per share shall be paid upon
exercise of all or any part of each installment which has become exercisable by
you in cash or check payable to the order of the Company, in whole shares of
stock of the Company owned by the Optionee having a fair market value on the
exercise date equal to the option price for the shares being purchased, or a
combination of stock and cash or check payable to the order of the Company,
equal in the aggregate to the option price for the shares being purchased.
3. The minimum number of shares with respect to which
this option may be exercised at any one time is ten (10) except as to an
installment subject to exercise, as set forth in paragraph 1, which amounts to
fewer than ten (10) shares, in which case, as to the exercise of that
installment, the number of shares in such installment shall be the minimum
number of shares.
4. The Company may require any optionee, or any person
to whom an option is transferred under paragraph 7, as a condition of
exercising the option, to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the option for such
person's own account and not with any present intention of selling or otherwise
distributing the stock; provided, however, that the requirement of providing
such written assurances, and any assurances given pursuant to the requirement,
shall be inoperative if (i) the shares issuable upon exercise of this option
are then registered or qualified under the then applicable federal or state
securities laws, or (ii) a determination is made by counsel for the Company
that such assurances are not required in the circumstances under the then
applicable federal or state securities laws.
5. The term of this option commences on the date hereof
and, unless sooner terminated as set forth below or in the 1996 Employee Plan,
terminates on the date which is ten (10) years from the date of the grant as
defined in the 1996 Employee Plan. This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination of
your employment with the Company, and its subsidiaries for any
29
3
reason, unless (a) such termination of employment is due to your permanent and
total disability (within the meaning of Section 22(e)(3) of the Code), in which
case the option shall terminate on the earlier of (i) the date which is ten
(10) years from the date of the grant as defined in the 1996 Employee Plan or
(ii) the later of (A) the date which is one (1) year after such termination of
employment or (B) in the event you die during the period specified in (A)
following such termination of employment, one (1) year following the date of
your death; (b) such termination of employment is due to your death, in which
case the option shall terminate on the earlier of the date which is ten (10)
years from the date of the grant as defined in the 1996 Employee Plan or the
date which is one (1) year after your death; or (c) termination of employment
is for cause (as defined in the 1996 Employee Plan) whereupon this option
terminates immediately unless such termination is waived by the Company.
However, in any and all circumstances, this option may be exercised following
termination of employment only as to that number of shares as to which it was
vested and exercisable on the date of termination of employment under the
provisions of paragraph 1 of this option.
6. This option may be exercised, to the extent specified
above, by delivering ten (10) days written notice of exercise together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to paragraph 4.
7. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you.
8. Any notices provided for in this option or the 1996
Employee Plan shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by the Company to you, five
(5) days after deposit in the United States mail, postage prepaid, addressed to
you at the address specified below or at such other address as you hereafter
designate by written notice to the Company.
9. This option is subject to all the provisions of the
1996 Employee Plan, a copy of which is attached hereto, and its provisions are
hereby made a part of this option, including without limitation, the provisions
of paragraph 5 of the 1996 Employee Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the 1996
30
4
Employee Plan. In the event of any conflict between the provisions of this
option and those of the 1996 Employee Plan, the provisions of the 1996 Employee
Plan shall control.
10. The Company is not providing you with advice,
warranties, or representations regarding any of the legal or tax effects to you
with respect to this grant. You are encouraged to seek legal and tax advice
from your own legal and tax advisers as soon as possible.
11. By accepting this grant and the shares of Common
Stock covered thereby and by signing this instrument, you acknowledge that you
are familiar with the terms of the grant and the 1996 Employee Plan, that you
have been encouraged by the Company to discuss the grant and the 1996 Employee
Plan with your own legal and tax advisers, and that you agree to be bound by
the terms of the grant and the 1996 Employee Plan.
12. Optionee acknowledges that federal and state income
and payroll tax may apply upon exercise of this option or upon the disposition
of shares acquired pursuant to the exercise of this option. If the Company
determines, in its sole discretion, that withholding is required, Optionee
agrees that such withholding may be accomplished with respect to the cash
compensation (if any) due the Optionee from the Company. If withholding
pursuant to the foregoing sentence is insufficient (in the sole judgment of the
Company) to satisfy the full withholding obligation, Optionee agrees that at
the election of the Company either: (a) Optionee will pay over to the Company
the amount of cash or, if acceptable to the Company, property with a value
necessary to satisfy such remaining withholding obligation on the date the
option is exercised or at a time thereafter specified in writing by the
Company; or (b) the Company may withhold an amount of optioned shares equal in
value (as of the date of option exercise) to the amount of the remaining
withholding obligation. Upon due notice from Optionee, the Company may satisfy
the entire
31
5
withholding obligation by withholding shares as provided in (b) above in lieu
of withholding from the Optionee's cash compensation.
Dated this ______ day of _____________, 19__.
Very truly yours,
CU Bancorp
By____________________________
Duly authorized on behalf of
the Board of Directors
The undersigned:
(a) Acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to this option are set
forth in the option and the 1996 Employee Plan; and
(b) Acknowledges that as of the date of grant of this
option, it sets forth the entire understanding between the undersigned optionee
and the Company and its affiliates regarding the acquisition of stock in the
Company and supersedes all prior oral and written agreements on that subject.
______________________________
Optionee
Address: ______________________________
______________________________
Attachments:
CU Bancorp 1996 Employee Stock Option Plan
32
