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EXHIBIT 10.6
CU BANCORP
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Adopted April 27, 1994
Approved by the Shareholders on July 7, 1994
1. PURPOSE.
(a) The purpose of the CU Bancorp 1994
Non-Employee Director Stock Option Plan (the "1994 Non-Employee Director Plan")
is to strengthen CU Bancorp (the "Company") by providing to non-employee
directors (the "Non-Employee Directors") added independence, incentives for
high levels of performance and to encourage stock ownership in the Company.
The 1994 Non-Employee Director Plan seeks to accomplish these goals by
providing a means whereby the Non-Employee Directors of the Company may be
given an opportunity to purchase by way of option common stock of the Company.
(b) The Company, by means of the 1994
Non-Employee Director Plan, seeks to secure and retain the services of such
Non-Employee Directors of the Company and to provide incentives for such
persons to exert maximum efforts for the success of the Company.
(c) The Company intends that the options issued
under the 1994 Non-Employee Director Plan shall be options which do not qualify
as "incentive stock options" as that term is used in Section 422 of the
Internal Revenue Code, as amended (the "Code") ("non- qualified options").
2. ADMINISTRATION.
(a) The 1994 Non-Employee Director Plan shall be
administered by a committee (the "Committee") designated by the Board of
Directors of the Company (the "Board"), which shall be composed of not fewer
than two (2) members of the Board. All of the members of the Committee shall
be "disinterested persons" as provided in Rule 16b-3(c)(2)(i) promulgated
pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act").
The Committee shall have, in connection with the administration of the 1994
Non-Employee Director Plan, the powers set forth in subparagraph 2(b), subject,
however, to such resolutions, not inconsistent with the provisions of the 1994
Non-Employee Director Plan, as may be adopted from time to time by the Board.
Any action of the Committee with respect to administration of the 1994 Non-
Employee Director Plan shall be taken pursuant to a majority vote or to the
unanimous written consent of its members.
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(b) The Committee shall have the power, subject
to, and within the limitations of, the express provisions of the 1994
Non-Employee Director Plan:
(i) To construe and interpret the 1994
Non-Employee Director Plan and the options granted under it, to construe and
interpret any conditions or restrictions imposed on stock acquired pursuant to
the exercise of an option, to define the terms used herein, and to establish,
amend and revoke rules and regulations for its administration. The Committee,
in the exercise of this power, may correct any defect, omission or
inconsistency in the 1994 Non-Employee Director Plan or in any option agreement
in a manner and to the extent it shall deem necessary or expedient to make the
1994 Non-Employee Director Plan fully effective.
(ii) Generally, to exercise such powers
and to perform such acts as it deems necessary or expedient to promote the best
interests of the Company.
(c) The Committee shall comply with the
provisions of Rule 16b-3 promulgated pursuant to the 1934 Act, as in effect
from time to time, to the extent applicable to the 1994 Non-Employee Director
Plan.
(d) The determinations of the Committee on
matters referred to in this paragraph 2 shall be final and conclusive.
3. SHARES SUBJECT TO THE 1994 NON-EMPLOYEE DIRECTOR
PLAN.
Subject to the provisions of paragraph 8 relating to
adjustments upon changes in stock, the stock that may be offered pursuant to
options granted under the 1994 Non-Employee Director Plan shall not exceed the
aggregate of 200,000 shares of the Company's common stock. If any option
granted under the 1994 Non-Employee Director Plan shall for any reason expire,
be cancelled or otherwise terminate without having been exercised in full, the
stock not purchased under such option shall again become available for the 1994
Non-Employee Director Plan.
4. ELIGIBILITY AND OPTION PROVISIONS.
Options to Non-Employee Directors shall be granted, without
any further action on the part of the Committee, and as part of formula awards
as defined in Rule 16b-3(c) only upon the following terms and conditions:
(a) Each such person who is a director of the
Company on the Effective Date (as defined in paragraph 12) shall receive
non-qualified options to acquire 5,000 shares of stock of the Company, subject
to adjustment as provided in paragraph 8 hereof, on the Effective Date, and
such options shall be deemed to have been granted on
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the Effective Date. The Chairman of the Board on the Effective Date shall
receive options to purchase an additional 2,500 shares of the Company's Common
Stock.
(b) Subject to the availability of shares under
the 1994 Non-Employee Director Plan, each such person who is a director of the
Company on a date which is in each year of the 1994 Non-Employee Director Plan
(commencing in 1995), one day following the Annual Meeting of Shareholders for
such year (the "Annual Grant Date"), shall receive non-qualified options to
acquire 5,000 shares of stock of the Company, subject to adjustment as provided
in paragraph 8 hereof, on such date, and such options shall be deemed to have
been granted on such date. However, in the event that the shares available
under the 1994 Non-Employee Director Plan are insufficient to make any such
grant in full, all grants made under subparagraphs 4(b) or (c) on such date
shall be prorated. Only one meeting during any calendar year may be designated
as the Annual Meeting of Shareholders, and to the event that more than one
meeting is so designated, the earliest during such calendar year shall be
considered the Annual Meeting of Shareholders for purposes of the 1994
Non-Employee Director Plan.
(c) In addition to the grants described in
subparagraph 4(b) and subject to the availability of shares under the 1994
Non-Employee Director Plan, the Chairman of the Board of the Company on the
Annual Grant Date shall receive non-qualified options to acquire 2,500 shares
of stock of the Company, subject to adjustment as provided in paragraph 8
hereof, on such Annual Grant Date, and such options shall be deemed to have
been granted on such anniversary date; provided, however, that in the event the
shares available under the 1994 Non-Employee Director Plan are insufficient to
make any such grant in full, all grants made under subparagraphs 4(b) or (c) on
such date shall be prorated.
(d) None of the options will be exercisable until
the March 31 next following the date of grant. Each option shall become
exercisable in the following four cumulative annual installments: 25% on the
first March 31 following the date of grant; an additional 25% on the second
March 31 following the date of grant; an additional 25% on the third March 31
following the date of grant; and the last 25% on the fourth March 31 following
the date of 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. The provisions of
this subparagraph 4(d) are subject to any option provisions governing the
minimum number of shares as to which an option may be exercised.
(e) Subject to earlier termination as provided
elsewhere in the 1994 Non-Employee Director Plan, each option shall expire ten
(10) years from the date the option was granted.
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(f) The exercise price of each option shall be
equal to one hundred percent (100%) of the fair market value of the stock
subject to the option on the date the option is granted, which shall be the
closing price for the stock of the Company on the date of such grant or if the
date of such grant is not a trading day, the first immediately preceding
trading day. The closing price for any day shall be the last reported sale
price regular way or, in case no such reported sale takes place on such date,
the average of the last reported bid and asked prices regular way, in either
case on the principal national securities exchange registered under the 1934
Act on which the stock of the Company is admitted to trading or listed, or if
not listed or admitted to trading on any national securities exchange, the last
sale price of the stock of the Company on the National Association of
Securities Dealers National Market System ("NMS") or, if not quoted in the NMS,
the average of the closing bid and asked prices of the stock of the Company on
the National Association of Securities Dealers Automated Quotation System
("NASDAQ") or any comparable system, or if the stock of the Company is not
listed on NASDAQ or any comparable system, the closing bid and asked prices as
furnished by any member of the National Association of Securities Dealers, Inc.
selected from time to time by the Company for that purpose.
(g) The purchase price of stock acquired pursuant
to an option shall be paid at the time the option is exercised in cash or check
payable to the order of the Company in an amount equal to the option price for
the shares being purchased, in whole shares of stock of the Company owned by
the optionee having a fair market value on the exercise date (determined by the
Committee in accordance with any reasonable evaluation method, including the
evaluation method described in Treasury Regulation Section 20.2031-2) 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. Payments of stock shall be
made by delivery of stock certificates properly endorsed for transfer in
negotiable form. If other than the optionee, the person or persons exercising
the option shall be required to furnish the Company appropriate documentation
that such person or persons have the full legal right and power to exercise the
option on behalf of and for the optionee.
(h) An option by its terms may only be
transferred by will or by the laws of descent and distribution upon the death
of the optionee, shall not be transferable during the optionee's lifetime, and
shall be exercisable during the lifetime of the person to whom the option is
granted only by such person.
(i) The Company may require any optionee, or any
person to whom an option is transferred under subparagraph 4(h), as a condition
of exercising any such 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. The requirement of providing written
assurances, and any assurances given pursuant to the requirement, shall be
inoperative if (i) the shares to be issued upon the exercise of the option are
then
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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
written assurances are not required in the circumstances under the then
applicable federal or state securities laws.
(j) If a Non-Employee Director optionee ceases to
serve as a director of the Company, then such optionee's option shall terminate
twelve (12) months thereafter, and during such twelve (12) month period, such
option shall be exercisable only as to those shares with respect to which
installments, if any, had accrued as of the date on which the optionee ceased
to serve as a director of the Company. If such optionee dies during his term
of office as a director or during the twelve month period following such
cessation of directorship, then such option may be exercised at any specified
time up to one (1) year following the death of the optionee by the person or
persons to whom the optionee's rights under such option pass by will or by the
laws of descent and distribution, but only to the extent that the optionee was
entitled to exercise said option immediately prior to his death. In the event
that the Non-Employee Director optionee is removed from the Board of Directors
of the Company for cause, the option terminates immediately on the date of such
removal. Removal for cause shall include removal of a director who has been
declared of unsound mind by an order of court or convicted of a felony.
This subparagraph 4(j) shall not be construed to extend the
term of any option or to permit anyone to exercise the option after expiration
of its term, nor shall it be construed to increase the number of shares as to
which any option is exercisable from the amount exercisable on the date of
termination of the optionee's service as a director.
(k) Options may be exercised by ten (10) days
written notice delivered to the Company stating the number of shares with
respect to which the option is being exercised together with payment for such
shares. Not less than ten (10) shares may be purchased at any one time unless
the number purchased is the total number of shares which may be purchased under
the option.
(l) Any option granted hereunder shall provide as
determined by the Committee for appropriate arrangements for the satisfaction
by the Company and the optionee of all federal, state, local or other income,
excise or employment taxes or tax withholding requirements applicable, if any,
to the exercise of the option or the later disposition of the shares of stock
thereby acquired. Such arrangements shall include, without limitation, the
right of the Company to deduct or withhold in the form of cash or, if permitted
by law, shares of stock from any transfer or payment to an optionee or, if
permitted by law, to receive transfers of shares of stock or other property
from the optionee, in such amount or amounts deemed required or appropriate by
the Committee in its discretion. Any shares of stock issued pursuant to the
exercise of an option and transferred by the optionee to the Company for
purposes of satisfying any withholding obligation shall not again be available
for purposes of the Plan.
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5. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under
the 1994 Non-Employee Director Plan, the Company shall keep available at all
times the number of shares of stock required to satisfy such options.
(b) The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the 1994 Non-Employee
Director Plan or the Company such authority as may be required to issue and
sell shares of stock upon exercise of the options granted under the 1994
Non-Employee Director Plan; provided, however, that this undertaking shall not
require the Company to register under the Securities Act of 1933, as amended,
either the 1994 Non-Employee Director Plan, any option granted under the 1994
Non-Employee Director Plan or any stock issued or issuable pursuant to any such
option or grant. If the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems
necessary for the lawful issuance and sale of stock under the 1994 Non-Employee
Director Plan, the Company shall be relieved from any liability for failure to
issue and sell stock upon grant or upon exercise of such options unless and
until such authority is obtained.
(c) The Company shall indemnify and hold harmless
the members of the Committee in any action brought against any member in
connection with the administration of the 1994 Non-Employee Director Plan to
the maximum extent permitted by then applicable law, except in the case of
willful misconduct or gross misfeasance by such member in connection with the
1994 Non-Employee Director Plan and its administration.
6. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted
under the 1994 Non-Employee Director Plan shall constitute general funds of the
Company.
7. MISCELLANEOUS.
Neither an optionee nor any person to whom an option is
transferred under subparagraph 4(h) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such
option unless and until such person has satisfied all requirements for exercise
of the option pursuant to its terms.
8. ADJUSTMENTS UPON CHANGES IN STOCK.
If the outstanding shares of the stock of the Company are
increased, decreased, or changed into, or exchanged for a different number or
kind of shares or securities of the Company, without receipt of consideration
by the Company, through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock
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consolidation, or otherwise, an appropriate and proportionate adjustment shall
be made in the number and kind of shares as to which options may be granted. A
corresponding adjustment changing the number or kind of shares and the exercise
price per share allocated to unexercised options, or portions thereof, which
shall have been granted prior to any such change shall likewise be made. Any
such adjustment, however, in an outstanding option shall be made without change
in the total price applicable to the unexercised portion of the option but with
a corresponding adjustment in the price for each share subject to the option.
Adjustments under this section shall be made by the Committee whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued
under the 1994 Non-Employee Director Plan on account of any such adjustment.
9. TERMINATING EVENTS.
Not less than thirty (30) days prior to the dissolution or
liquidation of the Company, or a reorganization, merger, or consolidation of
the Company with one or more corporations as a result of which the Company will
not be the surviving or resulting corporation, or a sale of substantially all
the assets of the Company to another person, or a reverse merger in which the
Company is the surviving corporation but the shares of the Company's stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property (a "Terminating Event"), the Committee shall notify
each optionee of the pendency of the Terminating Event. Upon delivery of said
notice, any option granted prior to the Terminating Event shall be,
notwithstanding the provisions of paragraph 4 hereof, exercisable in full, and
not only as to those shares with respect to which installments, if any, have
then accrued, subject, however, to earlier expiration or termination as
provided elsewhere in the 1994 Non-Employee Director Plan. Upon the effective
date of the Terminating Event, any option or portion thereof not exercised
shall terminate, and upon the effective date of the Terminating Event, the 1994
Non-Employee Director Plan shall terminate, unless provision is made in
connection with the Terminating Event for assumption of options theretofore
granted, or substitution for such options of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation thereof,
solely at the option of such successor corporation or parent or subsidiary
corporation, with appropriate adjustments as to number and kind of shares and
prices.
10. AMENDMENT OF THE 1994 NON-EMPLOYEE DIRECTOR PLAN.
(a) The Committee, at any time, and from time to
time, except as otherwise provided in subparagraph 10(c), may amend the 1994
Non-Employee Director Plan. However, except as provided in paragraph 8
relating to adjustments upon changes in stock, no amendment shall be effective
unless approved by the affirmative vote of a majority of the 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
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a majority of the outstanding shares of the Company entitled to vote, where the
amendment will:
(i) Materially increase the number of
shares reserved for options under the 1994 Non-Employee Director Plan;
(ii) Materially modify the requirements
as to eligibility for participation in the 1994 Non-Employee Director Plan; or
(iii) Materially increase the benefits
accruing to participants under the 1994 Non-Employee Director Plan;
provided, however, that approval at a meeting or by written consent need not be
obtained or may be obtained by a lesser degree of shareholder approval if the
Committee determines, in its discretion after consultation with the Company's
legal counsel, that such approval is not required under, or such lesser degree
of shareholder approval will comply with, all applicable laws, including Rule
16b-3 promulgated pursuant to the 1934 Act.
(b) Rights and obligations under any option
granted pursuant to the 1994 Non-Employee Director Plan, while the 1994
Non-Employee Director Plan is in effect, shall not be altered or impaired by
suspension or termination of the 1994 Non-Employee Director Plan, except with
the consent of the person to whom the stock or option was granted.
(c) The provisions of paragraph 4 subdivisions
(a)-(f) may not be amended more than once every six (6) months other than to
comply with changes in the Code, the Employee Retirement Income Securities Act,
or the rules thereunder.
11. TERMINATION OR SUSPENSION OF THE 1994 NON-EMPLOYEE
DIRECTOR PLAN.
(a) The Committee may suspend or terminate the
1994 Non-Employee Director Plan at any time. Unless sooner terminated, the
1994 Non-Employee Director Plan shall terminate ten years from the Effective
Date (as defined in paragraph 12) of the 1994 Non- Employee Director Plan. No
options may be granted under the 1994 Non-Employee Director Plan while the 1994
Non-Employee Director Plan is suspended or after it is terminated.
(b) Rights and obligations under any option
granted pursuant to the 1994 Non-Employee Director Plan, while the 1994
Non-Employee Director Plan is in effect, shall not be altered or impaired by
suspension or termination of the 1994 Non-Employee Director Plan, except with
the consent of the person to whom the stock or option was granted.
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12. EFFECTIVE DATE OF PLAN.
The 1994 Non-Employee Director Plan shall become effective on
April 27, 1994 (the "Effective Date") but no options granted under the 1994
Non-Employee Director Plan shall be exercised unless and until the 1994
Non-Employee Director Plan has 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, and, if required, an appropriate permit has been
issued by the appropriate state securities authorities and approval has been
obtained from the appropriate federal or state and/or federal regulatory
authorities.
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AMENDMENT NUMBER ONE
CU BANCORP
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Plan Originally Adopted April 27, 1994
and
Approved by the Shareholders on July 7, 1994
Amendment Adopted April ___, 1996
A. Amendments [ITALICS DENOTES NEW LANGUAGE, UNDERLINES DENOTE DELETED
LANGUAGE]
I.
Section 4 (d) of the Plan is amended as follows:
4 (d). None of the options will be exercisable until the March 31
next following the date of grant. Each option shall become
exercisable in total on such March 31 next following the date of
grant; the following four cumulative annual installments: 25% on the
first March 31 following the date of grant; an additional 25% on the
second March 31 following the date of grant; an additional 25% on the
third March 31 following the date of grant; and the last 25% on the
fourth March 31 following the date of 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. The
provisions of this subparagraph 4(d) are subject to any option
provisions governing the minimum number of shares as to which an
option may be exercised.
II.
Section 9 of the Plan is amended as follows:
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9. TERMINATING EVENTS.
Not less than thirty (30) days prior to (i) the dissolution or
liquidation of the Company, or (ii) a reorganization, merger, or
consolidation of the Company with one or more corporations as a result
of which the Company will not be the surviving or resulting
corporation, or (iii) a sale of substantially all the assets of the
Company to another person, or (iv) a reverse merger in which the
Company is the surviving corporation but the shares of the Company's
stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property or (v) a Change in Control
whereby in any one transaction 60% or more of the Company's
outstanding stock changes ownership or there occurs a transfer of the
power to vote 60% or more of the Company's common stock (a
"Terminating Event"), the Committee shall notify each optionee of the
pendency of the Terminating Event. Upon delivery of said notice, any
option granted prior to the Terminating Event shall be,
notwithstanding the provisions of paragraph 4 hereof, exercisable in
full, and not only as to those shares with respect to which
installments, if any, have then accrued, subject, however, to earlier
expiration or termination as provided elsewhere in the 1994
Non-Employee Director Plan. Upon the effective date of the
Terminating Event, any option or portion thereof not exercised shall
terminate, and upon the effective date of the Terminating Event, the
1994 Non-Employee Director Plan shall terminate, unless provision is
made in connection with the Terminating Event for assumption of
options theretofore granted, or substitution for such options of new
options covering stock of a successor employer corporation, or a
parent or subsidiary corporation thereof, solely at the option of such
successor corporation or parent or subsidiary corporation, with
appropriate adjustments as to number and kind of shares and prices.
B. Additions
I.
The following section is added:
EFFECTIVE DATE OF AMENDMENT NUMBER ONE TO PLAN.
Amendment Number One to the 1994 Non-Employee Director Plan shall
become effective immediately following the Effective Time of the Merger between
the Company and Home Interstate Bancorp, but shall not be so effective unless
and until Amendment Number One to the 1994 Non-Employee Director Plan has 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
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by the written consent of the holders of a majority of the outstanding shares
of the Company entitled to vote, and, if required, an appropriate permit has
been issued by the appropriate state securities authorities and approval has
been obtained from the appropriate federal or state and/or federal regulatory
authorities.
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NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMPANY'S 1994
NON-EMPLOYEE DIRECTOR 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
NON-QUALIFIED STOCK OPTION
(NON-EMPLOYEE DIRECTOR)
________________________, Optionee:
CU Bancorp (the "Company"), pursuant to its 1994 Non-Employee
Director Stock Option Plan (the "1994 Non-Employee Director 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 not 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").
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The details of your option are as follows:
1. The total number of shares subject to this option is
FIVE-THOUSAND (5,000). None of the options will be exercisable until the March
31 next following the date of the grant. Each option shall become exercisable
in full on such March 31. 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.
2. (a) The exercise price of this option is____________
($_____) per share, which is equal to one hundred percent (100%) of the fair
market value of the Common Stock on the date of the grant of this option.
(b) The exercise price per share shall be paid upon
exercise of all or any part of each installment which has become exercisable
by you at the time the option is exercised 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.
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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 law.
5. The term of this option commences on the date hereof and,
unless sooner terminated as set forth below or in the 1994 Non-Employee
Director Plan, terminates on the date which is ten (10) years from the date of
the grant as defined in the 1994 Non-Employee Director Plan. This option shall
terminate prior to the expiration of its
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term as follows: twelve (12) months after the cessation of your directorship
with the Company for any reason, unless (A) in the event you die during the
period of your service as a director or during the twelve month period
specified above, one (1) year following the date of your death.; or (c) such
cessation of directorship is for cause (as defined in the 1994 Non-Employee
Director Plan) whereupon this option terminates immediately on the date of your
removal from the Board of Directors of the Company. However, in any and all
circumstances, this option may be exercised following cessation of directorship
only as to that number of shares as to which it was exercisable on the date of
cessation of directorship 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 1994
Non-Employee Director Plan shall be given in writing and shall be deemed
effectively given upon receipt
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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 1994
Non-Employee Director Plan and all amendments to the Plan, a copies of which
are attached hereto, and its provisions are hereby made a part of this option,
including without limitation, the provisions of paragraphs 4 of the 1994
Non-Employee Director 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 1994 Non-Employee
Director Plan. In the event of any conflict between the provisions of this
option and those of the 1994 Non-Employee Director Plan, the provisions of the
1994 Non-Employee Director 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
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terms of the grant and the 1994 Non-Employee Director Plan, that you have been
encouraged by the Company to discuss the grant and the 1994 Non-Employee
Director Plan with your own legal and tax advisers, and that you agree to be
bound by the terms of the grant and the 1994 Non-Employee Director Plan.
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 1994 Non-Employee Director Plan; and
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(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 regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject.
______________________________
Optionee
Address: ______________________________
______________________________
Attachments:
CU Bancorp 1994 Non-Employee Directors Stock Option Plan and amendments
thereto
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