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EXHIBIT 10.8
CU BANCORP 1996 RESTRICTED STOCK PLAN
1. PURPOSE
This CU BANCORP 1996 RESTRICTED STOCK PLAN (the "Plan") is intended to promote
the interests of CU Bancorp (the "Corporation") and its subsidiaries by
providing a method whereby employees performing services for the Corporation
and its subsidiaries may be offered incentives and rewards which will encourage
them to view the Corporation from an ownership perspective, create shareholder
value and continue in the employ or service of the Corporation or its
subsidiaries.
The Plan will become effective upon the later of stockholder approval of the
Plan or the effective date of the merger of CU Bancorp with Home Interstate
Bancorp.
2. ADMINISTRATION
The Plan will be administered by a committee or committees (which term includes
subcommittees) appointed by, and consisting of one or more members of, the
Board of Directors of the Corporation (the "Board"). The Board may delegate the
responsibility for administration of the Plan with respect to designated
classes of eligible award recipients to different committees, subject to such
limitations as the Board deems appropriate. The composition of any committee
responsible for administration of the Plan with respect to persons who are
subject to trading restrictions of Section 16(b) of the Securities Exchange Act
of 1934 (the "1934 Act") with respect to securities of the Corporation shall
comply with the applicable requirements of Rule 16b-3 of the Securities and
Exchange Commission (or a successor provision). All of the members of the
Committee shall be "disinterested persons" as provided in Rule 16b-3(c)(2)(i).
Members of a committee will serve for such term as the Board may determine,
subject to removal by the Board at any time. Any committee appointed by the
Board shall have full authority to administer the Plan within the scope of its
delegated responsibilities, including authority to interpret and construe any
relevant provision of the Plan and to adopt such rules and regulations as it
may deem necessary. Decisions of a committee made within the discretion
delegated to it by the Board are final and binding on all persons who have an
interest in the Plan. With respect to any matter, the term "Committee" refers
to the committee that has been delegated authority with respect to such matter.
Any action of the Committee shall be taken pursuant to a majority vote or by
the unanimous written consent of its members.
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a. Specific Powers
The Committee shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:
i. To determine any conditions or restrictions imposed on
Restricted Stock acquired pursuant to the Plan
(including, but not limited to, repurchase rights,
forfeiture restrictions and restrictions on
transferability).
ii. Subject to section 6, to construe and interpret the
Plan and the Restricted Stock granted under it, to construe
and interpret any conditions or restrictions imposed on
Restricted Stock acquired pursuant to the Plan, 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 Plan or
in any Agreement in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully
effective.
iii. Generally, to exercise such powers and to perform such
acts as it deems necessary or expedient to promote the best
interests of the Corporation.
iv. 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 Plan.
b. Definitions
Subject to the Committee's powers to interpret and modify the Plan and
definitions thereunder, the following definitions shall apply:
i. "Restricted Stock" or "Restricted Shares" is/are shares of
Common Stock which have been awarded to a Participant
subject to the restrictions set forth in Section 6a herein,
so long as such restrictions are in effect.
ii. Restricted Period means the period or periods designated
by Section 6a or otherwise by the Committee or the Board of
Directors of the Corporation, as the case may be, in
respect of any award of shares of Common Stock, or
any part or parts of
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such award with respect to any Participant.
3. ELIGIBILITY FOR AWARDS
Awards may be granted under the Plan to those employees of the Corporation and
its subsidiaries (including officers, whether or not they are directors) as the
Committee from time to time selects. However, in no event may an award be
made to any individual who is a director, but not an officer, of the
Corporation. Except as expressly provided otherwise, subsidiary includes, for
purposes of the Plan, any entity in which the Corporation has a directo or
indirect significant ownership interest, and any entity which may become a
direct or indirect parent of the Corporation.
4. STOCK SUBJECT TO THE PLAN
a. Class.
The stock which is the subject of awards granted under the Plan
is the Corporation's authorized but unissued common stock
("Common Stock").
b. Aggregate Award Limit.
The total number of shares made subject to awards issued under
the Plan may not exceed 125,000 shares (subject to adjustment
under Section 4(c) and (e)).
c. Share Counting Rules.
i. For purposes of this Section 4, the number of shares
subject to an award is the maximum, gross number of
shares which could be issued under the award.
ii. The maximum number of shares that may be made subject
to awards under the Plan shall be increased by the
number of shares subject to the Restricted Period
under the Plan if such award is terminated,
cancelled or forfeited for any reason prior to lapse
of the Restricted Period.
d. Adjustments.
In the event any change is made to the Common Stock subject to
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the Plan or subject to any outstanding award granted under the Plan
(whether by reason of merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination of shares,
exchange of shares, or other change in corporate or capital structure
of the Corporation), then, unless such change results in a Terminating
Event as defined hereinbelow, the Committee shall make appropriate
adjustments to the maximum number of shares subject to the Plan, and
shares previously granted. Any additional shares received by an
individual with respect to shares of Restricted Stock will be subject
to the same restrictions and shall be deposited with the corporation.
FORM AND GRANT OF AWARDS
An award must be in the form of shares of Restricted Stock meeting the
specifications of Section 6, as the Committee may determine. The Committee may
grant awards independently of other compensation or in lieu of compensation
that would otherwise be paid, whether at the election of the grantee or
otherwise.
5. RESTRICTED SHARES
The terms, conditions and restrictions to which restricted shares and share
rights are subject shall be evidenced by instruments in such form as the
Committee may from time to time approve and may vary from grant to grant, but
shall conform to the following:
a. Provisions of Restricted Shares.
A Restricted Share issued under the Plan shall consist of a share of
Common Stock, the retention and transfer of which are subject to such
terms, conditions and restrictions (including repurchase and/or
forfeiture rights in favor of the Corporation) as the Committee shall
determine.
Subject to the authority of the Committee to determine restrictions,
the restrictions on each share of Common Stock granted hereunder shall
terminate as follows: Restrictions with regard to 20% of any award
(shares granted at any one time) shall expire and terminate upon the
first anniversary of the grant. Thereafter restrictions shall expire
and terminate as to an additional 20% of such award on each
anniversary of the grant thereof.
b. Restrictions Applicable.
During the Restricted Period the following restrictions shall apply:
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i. If a Participant ceases to be an employee of the
Corporation for any reason other than death, disability
or retirement, all shares of Restricted Stock ( which
are then still defined as Restricted Stock) theretofore
awarded to him shall, upon such cessation of employment
be forfeited and returned to the Corporation.
ii. If a Participant ceases to be an employee of the
Corporation by reason of retirement, death or
disability, then any shares of Restricted Stock owned by
such Participant shall become free and clear of the
restrictions imposed by Section 6 and the Corporation
will deliver to him (or his legal representative,
beneficiary or heir), shares of Common Stock. In the
event that a Participant ceases to be an employee of the
Corporation by reason of his election to retire before
the normal retirement age as defined in the CU Bancorp
and California United Bank 401K Plan, then the
committee, in its discretion, shall determine whether
all or any portion of the Restricted stock then owned by
such Participant shall be forfeited or become free of
such restrictions, and if so freed of such restrictions
the Corporation will deliver pursuant to Section 6e,
within 60 days of his retirement, any shares of Common
Stock which have not been forfeited.
c. Agreement.
Each Participant awarded shares of Restricted Stock shall enter into
an agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the award and to
such other matters as the Committee shall, in its sole discretion,
determine.
d. Certificates.
Each certificate issued in respect of shares of Restricted Stock shall
be registered in the name of the Participant, shall be deposited by
him with the Corporation together with a stock power endorsed in blank
and shall bear the following (or a similar legend):
The transferability of the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture)
contained in Section 6 of the CU Bancorp 1996 Restricted Stock
Plan, as it may be
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amended from time to time, and an Agreement entered into
between the registered owner and CU Bancorp. A copy of such
Plan and Agreement is on file in the Office of the General
Counsel of CU Bancorp at the principal office of the
Corporation.
e. Expiration of Restrictions.
As and when the restrictions imposed by Section 6 expire, the
Corporation shall deliver to the Participant (or his legal
representative, beneficiary or heir) a certificate without the legend
referred to in Section 6d above, representing the number of shares of
Common Stock equal to the number of shares of Restricted Stock
deposited with it by the Participant pursuant to Section 6d, as to
which the restrictions have expired. When all restrictions have
expired, the Agreement referred to in Section 6c shall be terminated.
6. ASSIGNABILITY
No Restricted Shares granted under the Plan may be sold, assigned or
transferred by the grantee other than by will or by the laws of descent and
distribution during the Restricted Period applicable to such shares, except as
hereinafter provided. Except for such restrictions, the Participant, as owner
of such shares, shall have all the rights of a stockholder, including (but not
limited to) the right to receive all dividends paid on such shares (subject the
provisions of Section 6b ) and the right to vote such shares.
7. WITHHOLDING
The Corporation's obligation to deliver shares upon the settlement of any
award under the Plan is subject to the satisfaction of all applicable federal,
state and local income and employment tax withholding obligations. The
Committee may, in its discretion and subject to such rules as it may adopt,
permit the optionee to satisfy withholding obligations, in whole or in part, by
delivering shares of Common Stock already held by the optionee or by electing
that a portion of the total value of the shares of Common Stock otherwise
issuable under the award be paid in the form of cash in lieu of the issuance of
Common Stock and that such cash payment be applied to the satisfaction of the
withholding obligations.
8. ACCELERATION AND TERMINATION OF AWARDS
Not less than thirty (30) days prior to the dissolution or liquidation of the
Corporation (or its principal subsidiary), or a reorganization, merger, or
consolidation of the Corporation (or its principal subsidiary) with one or more
corporations as a result of which the Corporation (or its principal subsidiary)
will not be the surviving or result-
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ing corporation (or the ownership of 50% of the shares of the corporation or its
principal subsidiary changes as a result of the transaction), or a sale of
substantially all the assets of the Corporation to another person, or a reverse
merger in which the Corporation is the surviving corporation but the shares of
the Corporation's stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property or any other transaction
in which more than 50% of the ownership of the Corporation is transferred (a
"Terminating Event"), all restrictions on any Restricted Shares shall lapse and
the Restricted Period shall immediately terminate.
The Committee shall have the discretion, exercisable at any time before a sale,
merger, consolidation, reorganization, liquidation or change in control of the
Corporation, as defined by the Committee, (other than a Terminating Event) to
provide for the termination of the Restricted Period as to any Restricted
Shares and/or the settlement of any such award in cash upon or immediately
before the effective time of such event. However, the grant of awards under
the Plan will in no way affect the right of the Corporation to adjust,
reclassify, reorganize, or otherwise change its capital or business structure
or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
9. REGISTRATION OF SHARES.
Certificates shall bear appropriate legends indicating that the Restricted
Shares have not been registered pursuant to the Securities Act of 1933, if
applicable. The Corporation is under no obligation to register such shares or
to comply with any exemption from such registration, including those portions
of Rule 144 under the Act to be complied with by the issuer.
10. VALUATION OF COMMON STOCK
For all valuation purposes under the Plan, the fair market value of a share of
Common Stock will be its closing price, as quoted on the NASDAQ, on the day
immediately prior to the date in question. If there is no quotation available
for such day, then the closing price on the next preceding day for which there
does exist such a quotation shall be used. If, however, the Committee
determines that, as a result of circumstances existing on any date, the use of
such price is not a reasonable method of determining fair market value on that
date, the Committee may use such other method as, in its judgment, is
reasonable.
11. EFFECTIVE DATE AND TERM OF PLAN
a. Effective Date.
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The Plan will become effective on the later of the date it is approved
by the holders of at least a majority of the Corporation's voting
stock represented and voting at a duly held meeting at which a quorum
is present or by written consent or the effective date of the merger
of CU Bancorp with Home Interstate Bancorp. If such shareholder
approval is not obtained within 12 months of adoption by the Board, no
awards may be granted hereunder.
b. Term.
No further grants may be made under the Plan after the third
anniversary of the date of adoption of the Plan by the Board.
12. AMENDMENT OR DISCONTINUANCE
a. Plan.
The Board may amend, suspend or discontinue the Plan in whole or in
part at any time; provided, however, that, such action may not
adversely affect rights and obligations with respect to awards at the
time outstanding under the Plan. The Board may not, without the
approval of the Corporation's shareholders (i) materially increase the
number of shares of Common Stock which may be issued under the Plan
(unless necessary to effect the adjustments required under Section
4(e), (ii) materially modify the eligibility requirements for awards
under the Plan or (iii) make any other change with respect to which
the Board determines that shareholder approval is required by
applicable law or regulatory standards.
b. Awards.
The Committee shall have full power and authority to modify or waive
any or all of the terms, conditions or restrictions applicable to any
outstanding award, to the extent not inconsistent with the Plan;
provided, however, that no such modification or waiver may, without
the consent of the holder, adversely affect the holder's rights
thereunder.
13. NO OBLIGATION
Nothing contained in the Plan (or in any award granted pursuant to the Plan)
shall confer upon any person any right to continue in the employ of, or to
provide services to, the Corporation or any affiliate or constitute any
contract or agreement of
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employment or service or interfere in any way with the right of the Corporation
or an affiliate to reduce such person's compensation from the rate in existence
at the time of the granting of an award or to terminate such person's
employment or services at any time, with or without cause, but nothing
contained herein or in any award shall affect any contractual rights of any
person pursuant to a written employment, consulting or service agreement.
14. REGULATORY APPROVALS
The implementation of the Plan, the granting of any award under the Plan, and
the issuance of Common Stock are subject to the Corporation's procurement of
all approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the awards granted under it or the Common Stock
issued pursuant to it.
15. GOVERNING LAW
To the extent not otherwise governed by federal law, the Plan and its
implementation shall be governed by and construed in accordance with the laws
of the State of California.
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