EXHIBIT 10.13
Grant No.
NARA BANCORP, 2001
NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
Nara Bancorp, Inc. (the "COMPANY"), hereby grants to the Optionholder
named below an option to purchase the number of shares of the Company's common
stock set forth below. The terms and conditions of the Option are set forth in
this Stock Option Agreement (the "AGREEMENT") and in the Company's 2001 Nara
Bank 2000 Continuation Long Term Incentive Plan (the "PLAN") and the Notice of
Exercise, all of which are enclosed herewith and incorporated herein in their
entirety. Capitalized terms not defined herein shall have the meanings assigned
to them in the Plan.
Optionholder:
Date of Grant:
Number of Shares Subject to Option:
Exercise Price Per Share:
Expiration Date:
Type of Grant: [ ] Incentive Stock Option [ ] Non-statutory Stock Option
Vesting Schedule:
Exercise Schedule:
Payment: By one or a combination of the following items (as described in
Section 3 of this Agreement):
By cash or check
Pursuant to a Regulation T Program
By delivery of already-owned shares
ACKNOWLEDGEMENTS: By signing this cover sheet, you acknowledge receipt
of, and understand and agree to, all of the terms and conditions described in
this Agreement and in the Plan and Notice of Exercise, copies of which also are
enclosed. Further, you acknowledge that as of the Date of Grant, this Agreement
and the Plan and Notice of Exercise set forth the entire understanding between
you and the Company regarding the acquisition of stock in the Company and
supersede all prior oral and written agreements (including, without limitation,
any employment agreement with the Company) on that subject.
NARA BANCORP, INC.: OPTIONHOLDER:
By:
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Signature Signature
Name: Date:
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Title:
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Date:
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ENCLOSURES: Copy of the 2000 Long Term Incentive Plan and Notice of Exercise
NARA BANCORP, INC. 2001
NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
The details of your Option are as follows:
1. VESTING. Subject to the limitations contained herein, your
Option will vest as provided in the cover sheet of this Agreement, provided that
vesting will cease upon the termination of your Continuous Service. For purposes
of this Agreement, the term "CONTINUOUS SERVICE" means that your service with
the Company or a Subsidiary, whether as an employee or director, is not
interrupted or terminated. Your Continuous Service shall not be deemed to have
terminated merely because of a change in the capacity in which you render
services to the Company or a Subsidiary as an employee or director or a change
in the entity for which you render such service, provided that there is no
interruption or termination of your Continuous Service. For example, a change in
status from an employee of the Company to a director of the Company will not
constitute an interruption of Continuous Service. The Board or the chief
executive officer of the Company, in that party's sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of any
leave of absence approved by that party, including sick leave, military leave or
any other personal leave.
2. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares
subject to your Option and your exercise price per share referenced in the cover
sheet of this Agreement may be adjusted from time to time for adjustments upon
changes in capitalization, as provided in the Plan.
3. METHOD OF PAYMENT. Payment of the exercise price is due in
full upon exercise of all or any part of your Option. You may elect to make
payment of the exercise price in cash or by check or in any other manner
permitted in the cover sheet of this Agreement, which may include one or more of
the following:
(a) In the Company's sole discretion at the time your
Option is exercised, pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board which, prior to the issuance of Common
Stock, results in either the receipt of cash (or check) by the Company or the
receipt of irrevocable instructions to pay the aggregate exercise price to the
Company from the sales proceeds.
(b) In the Company's sole discretion at the time your
Option is exercised, by delivery of already-owned shares of Common Stock that
either have been held for the period required to avoid a charge to the Company's
reported earnings (generally six months) or were not acquired, directly or
indirectly from the Company, that are owned free and clear of any liens, claims,
encumbrances or security interests, and that are valued at Fair Market Value on
the date of exercise. "Delivery" for these purposes, in the sole discretion of
the Company at the time your Option is exercised, shall include delivery to the
Company of your attestation of ownership of such shares of Common Stock in a
form approved by the Company. Notwithstanding the foregoing, your Option may not
be exercised by tender to the Company of Common Stock to the extent such tender
would constitute a violation of the provisions of any law, regulation or
agreement restricting the redemption of the Company's stock.
4. WHOLE SHARES. Your Option may only be exercised for whole
shares.
5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the
contrary contained herein, your Option may not be exercised unless the shares
issuable upon exercise of your Option are then registered under the Securities
Act or, if such shares are not then so registered, the
Company has determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act. The exercise of your Option
must also comply with other applicable laws and regulations governing the
Option, and the Option may not be exercised if the Company determines that the
exercise would not be in material compliance with such laws and regulations.
6. TERM. The term of your Option commences on the Date of Grant
and expires upon the earliest of the following:
(a) three (3) months after the termination of your
Continuous Service for any reason other than Disability or death, provided that
if during any part of such three (3) month period the Option is not exercisable
solely because of the condition set forth in paragraph 5, the Option shall not
expire until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of three (3) months after the termination of
your Continuous Service;
(b) twelve (12) months after the termination of your
Continuous Service due to Disability (as defined in the Plan);
(c) twelve (12) months after your death if you die either
during your Continuous Service or within three (3) months after your Continuous
Service terminates;
(d) the Expiration Date indicated in the cover sheet of
this Agreement; or
(e) the tenth (10th) anniversary of the Date of Grant.
If your Option is an Incentive Stock Option, note that, to obtain the
federal income tax advantages associated with an "Incentive Stock Option," the
Code requires that at all times beginning on the date of grant of the Option and
ending on the day three (3) months before the date of the Option's exercise, you
must be an employee of the Company or a Subsidiary, except in the event of your
death or your Disability. The Company has provided for extended exercisability
of your Option under certain circumstances for your benefit, but cannot
guarantee that your Option will necessarily be treated as an "Incentive Stock
Option" if you provide services to the Company or any Subsidiary as a director
or if you exercise your Option more than three (3) months after the date your
employment with the Company or a Subsidiary terminates.
7. EXERCISE.
(a) You may exercise the vested portion of your Option
during its term by delivering a Notice of Exercise (in a form designated by the
Company) 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.
(b) By exercising your Option you agree that, as a
condition to any exercise of your Option, the Company may require you to enter
an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your Option or (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise.
(c) If your Option is an Incentive Stock Option, by
exercising your Option you agree that you will notify the Company in writing
within fifteen (15) days after the date of any disposition of any of the shares
of the Common Stock issued upon exercise of your Option that occurs within two
(2)
years after the date of your Option grant or within one (1) year after such
shares of Common Stock are transferred upon exercise of your Option.
8. TRANSFERABILITY. Your Option is not transferable, except by
will or by the laws of descent and distribution, and is exercisable during your
life only by you. Notwithstanding the foregoing, by delivering written notice to
the Company, in a form satisfactory to the Company, you may designate a third
party who, in the event of your death, shall thereafter be entitled to exercise
your Option.
9. OPTION NOT A SERVICE CONTRACT. Your Option is not an
employment or service contract, and nothing in your Option shall be deemed to
create in any way whatsoever any obligation on your part to continue in the
employ of the Company or a Subsidiary, or of the Company or a Subsidiary to
continue your employment. In addition, nothing in your Option shall obligate the
Company or a Subsidiary, their respective stockholders, Boards of Directors,
officers or employees to continue any relationship that you might have as a
director for the Company or a Subsidiary.
10. WITHHOLDING OBLIGATIONS.
(a) At the time your Option is exercised, in whole or in
part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for (including by means of a
"cashless exercise" pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent permitted by the
Company), any sums required to satisfy the federal, state, local and foreign tax
withholding obligations of the Company or a Subsidiary, if any, which arise in
connection with your Option.
(b) Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any applicable conditions
or restrictions of law, the Company may withhold from fully vested shares of
Common Stock otherwise issuable to you upon the exercise of your Option a number
of whole shares having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of tax required to be
withheld by law. Any adverse consequences to you arising in connection with such
share withholding procedure shall be your sole responsibility.
(c) Your Option is not exercisable unless the tax
withholding obligations of the Company and/or any Subsidiary are satisfied.
Accordingly, you may not be able to exercise your Option when desired even
though your Option is vested, and the Company shall have no obligation to issue
a certificate for such shares or release such shares from any escrow provided
for herein.
11. NOTICES. Any notices provided for in your Option or the 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 last
address you provided to the Company.
12. GOVERNING PLAN DOCUMENT. Your Option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
Option, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan. In the event of any conflict between the provisions of your Option and
those of the Plan, the provisions of the Plan shall control.
By signing the cover sheet of this Agreement, you agree to all of the term and
conditions described above and in the Plan.
NOTICE OF STOCK OPTION EXERCISE
NARA BANCORP, INC. 2001
NARA BANK 2000 CONTINUATION LONG TERM INCENTIVE PLAN (THE "PLAN")
Nara Bank, N.A.
3701 Wilshire Blvd. #220
Los Angeles, CA 90010 Date of Exercise:
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Ladies and Gentlemen:
This constitutes notice under my Option that I elect to purchase the
number of shares for the price set forth below.
Type of option (check one): Incentive [ ] Nonstatutory [ ]
Stock option dated:
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Number of shares as to which
option is exercised: ------------------------------------
Certificates to be issued in name
of: ------------------------------------
Total exercise price:
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Cash payment delivered
herewith: ------------------------------------
By this exercise, I agree (a) to provide such additional documents as
you may require pursuant to the terms of the 2000 Long Term Incentive Plan, (b)
to provide for the payment by me to you (in the manner designated by you) of
your withholding obligation, if any, relating to the exercise of this option,
and (c) if this exercise relates to an Incentive Stock Option, to notify you in
writing within fifteen (15) days after the date of any disposition of any of the
shares of Common Stock issued upon exercise of this option that occurs within
two (2) years after the date of grant of this option or within one year after
such shares of Common Stock are issued upon exercise of this option.
I hereby make the following certifications and representations with
respect to the number of shares of Common Stock of the Company listed above (the
"SHARES"), which are being acquired by me for my own account upon exercise of
the Option as set forth above:
I acknowledge that I will only be able to resell the Shares under Rule
144 promulgated under the Securities Act or another available exemption.
I further acknowledge that all certificates representing any of the
Shares subject to the provisions of the Option shall have endorsed thereon
appropriate legends reflecting the foregoing in limitations, as well as any
legends reflecting restrictions pursuant to the Company's organizational
documents and/or applicable securities laws.
I further acknowledge that there may be tax consequences as a result of
the purchase or disposition of the Shares, and I have consulted with any tax
consultants I wished to consult and I am not relying on the Company for any tax
advise.
Very truly yours,
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