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EXHIBIT 4(b)
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
NON-QUALIFIED 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 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").
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.
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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 the 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 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.
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 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
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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) such
termination of employment is for cause (as defined in the 1996 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.
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 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
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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 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 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
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 regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject.
______________________________
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Optionee
Address: ______________________________
______________________________
Attachments:
CU Bancorp 1996 Employee Stock Option Plan
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