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EXHIBIT 4(b)
CU BANCORP
INCENTIVE STOCK OPTION
(EMPLOYEE)
Optionee:
CU Bancorp (the "Company"), pursuant to its 1993 Employee Stock Option
Plan (the "1993 Employee Plan"), has on February 7, 1996 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 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.
2. (a) 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.
(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 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
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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 1993 Employee Plan,
terminates on the date which is ten (10) years from the date of the grant as
defined in the 1993 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 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 1993 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 1993 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 1993 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
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.
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8. Any notices provided for in this option or the 1993 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 1993
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 1993 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 1993 Employee
Plan. In the event of any conflict between the provisions of this option and
those of the 1993 Employee Plan, the provisions of the 1993 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 1993 Employee Plan, that you have been
encouraged by the Company to discuss the grant and the 1993 Employee Plan with
your own legal and tax advisers, and that you agree to be bound by the terms of
the grant and the 1993 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 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,
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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 1993 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 1993 Employee Stock Option Plan
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The details of your option are as follows:
xiv. 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
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.
xv. 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 the grant of this
option.
(1) 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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xvi. 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.
xvii. 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.
xviii. The term of this option commences on the date
hereof and, unless sooner terminated as set forth
below or in the 1993 Employee Plan, terminates on
the date which is ten (10) years from the date of
the grant as defined in the 1993 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
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 1993 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;
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(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 1993
Employee Plan or the date which is one (1) year
after your death; or (c) such termination of
employment is for cause (as defined in the 1993
Employee Plan) whereupon this option terminates
immediately unless such option 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
exercisable on the date of termination of
employment under the provisions of paragraph 1 of
this option.
xix. 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.
xx. 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.
xxi. Any notices provided for in this option or
the 1993 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.
xxii. This option is subject to all the provisions
of the 1993 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
1993 Employee Plan relating to option provisions,
and is further subject to all interpretations,
amendments, rules and regulations which may
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from time to time be promulgated and adopted
pursuant to the 1993 Employee Plan. In the event
of any conflict between the provisions of this
option and those of the 1993 Employee Plan, the
provisions of the 1993 Employee Plan shall
control.
xxiii. 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.
xxiv. 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 1993 Employee
Plan, that you have been encouraged by the
Company to discuss the grant and the 1993
Employee Plan with your own legal and tax
advisers, and that you agree to be bound by the
terms of the grant and the 1993 Employee Plan.
xxv. Optionee acknowledges that federal and state
income and payroll tax may apply upon exercise of
this option. 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
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remaining withholding obligation. Upon due notice
from Optionee, the Company may satisfy the entire
withholding obligation by withholding shares as
provided in (b) above in lieu of withholding from the
Optionee's cash contribution.
Dated this _____ day of __________________, 19__.
Very truly yours,
CU Bancorp
By___________________________________
Duly authorized on behalf of
the Board of Directors
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The undersigned:
(1) 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 1993 Employee
Plan; and
(2) 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 1993 Employee Stock Option Plan
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