Exhibit 10.1 Stock Purchase Agreement for James N. Koury
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO RIGHT TO PURCHASE
SHARES OF CERRITOS VALLEY BANCORP'S COMMON STOCK SHALL BE GRANTED UNLESS THE
CERRITOS VALLEY BANCORP 1993 STOCK PURCHASE PLAN SHALL HAVE FIRST BEEN
APPROVED BY THE SHAREHOLDERS OF CERRITOS VALLEY BANCORP.
CERRITOS VALLEY BANCORP
STOCK PURCHASE AGREEMENT
This stock purchase agreement (the "Agreement") is made and entered into
as of the 21st day of December, 1993, by and between Cerritos Valley Bancorp,
a California corporation (the "Bancorp"), and James Koury, ("Participant");
WHEREAS, pursuant to the Cerritos Valley Bancorp 1993 Stock Purchase
Plan (the "Plan"), a copy of which is attached hereto, the Board of Directors
of the Bancorp (or the Committee, if authorized by the Board of Directors)
has granted to Participant a right to purchase all or any part of one hundred
fifty thousand (150,000) authorized but unissued shares of the Bancorp's
common stock for cash at the price of Six Dollars ($6.00) per share, such
right to be for the term and upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. GRANT OF RIGHT. Pursuant to said action of the Board of Directors
(or the Committee, if authorized) the Bancorp hereby grants to Participant
the right to purchase, upon and subject to the terms and conditions of the
Plan, as amended, which is incorporated in full herein by this reference, all
or any part of one hundred fifty thousand (150,000) shares of the Bancorp's
common stock (hereinafter called "stock") at the price of Six Dollars ($6.00)
per share, which price is not less than one hundred percent (100%) of the
fair market value of the stock as of the date of action of the Board of
Directors (or the Committee, if authorized) granting this right.
2. EXERCISABILITY. This right shall be exercisable as to twenty
percent (20%) per year commencing November 16, 1994 with an additional twenty
percent (20%) per year up to November 16, 1998 at which time the right shall
be totally exercisable. This right shall remain exercisable as to all of
such shares until November 1, 2003 (but not later than ten (10) years from
the date this right is granted) unless this right has expired or terminated
earlier in accordance with the provisions hereof. Shares as to which this
right becomes exercisable pursuant to the foregoing provision may be
purchased at any time prior to expiration of this right.
3. EXERCISE OF RIGHT. This right may be exercised by written notice
delivered to the Bancorp stating the number of shares with respect to which
this right is being exercised, together with cash in the amount of the
purchase price of such shares. Not less than five thousand (5,000) shares
may be purchased at any one time unless the number purchased is the total
number which may be purchased under this right and in no event may the right
be exercised with respect to fractional shares. Upon exercise, Participant
shall make appropriate arrangements and shall be responsible for the
withholding of any federal and state taxes then due.
4. CESSATION OF DIRECTORSHIP OR EMPLOYMENT. Except as provided in
Paragraphs 2 and 5 hereof, if Participant shall cease to be a director or
employee of the Bancorp or a subsidiary corporation for any reason other than
Participant's death or disability, [as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code")] this
right shall expire ninety (90) days thereafter. During the ninety (90) day
period this right shall be exercisable
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only as to those installments, if any, which had accrued as of the date when
Participant ceased to be a director or employee of the Bancorp or the
subsidiary corporation.
5. TERMINATION OF EMPLOYMENT FOR CAUSE. If Participant's employment with
the Bancorp or a subsidiary corporation is terminated for cause, this right
shall expire thirty (30) days from the date of such termination. Termination
for cause shall include, but not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of illegal activity
in connection therewith or any conduct detrimental to the interests of the
Bancorp or a subsidiary corporation, and, in any event, the determination of the
Board of Directors with respect thereto shall be final and conclusive.
6. NONTRANSFERABILITY; DEATH OR DISABILITY OF PARTICIPANT. This right
shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during Participant's lifetime only by
Participant. If Participant dies while serving as a director or employee of the
Bancorp or a subsidiary corporation, or during the ninety (90) day period
referred to in Paragraph 4 hereof, this right shall expire one year after the
date of Participant's death or on the day specified in Paragraph 2 hereof,
whichever is earlier. After Participant's death but before such expiration, the
persons to whom Participant's rights under this right shall have passed by will
or by the applicable laws of descent and distribution or the executor or
administrator of Participant's estate shall have the right to exercise this
right as to those shares for which installments had accrued under Paragraph 2
hereof as of the date on which Participant ceased to be a director or employee
of the Bancorp or a subsidiary corporation.
If Participant terminates his or her directorship or employment because of
disability, (as defined in Section 22(e)(3) of the Code), Participant may
exercise this right to the extent he or she is entitled to do so at the date of
termination, at any time within one (1) year of the date of termination, or
before the expiration date specified in Paragraph 2 hereof, whichever is
earlier.
7. EMPLOYMENT. This Agreement shall not obligate the Bancorp or a
subsidiary corporation to employ Participant for any period, nor shall it
interfere in any way with the right of the Bancorp or a subsidiary corporation
to reduce Participant's compensation.
8. PRIVILEGES OF STOCK OWNERSHIP. Participant shall have no rights as a
shareholder with respect to the Bancorp's stock subject to this right until the
date of issuance of stock certificates to Participant.
9. MODIFICATION AND TERMINATION. The rights of Participant are subject to
modification and termination upon the occurrence of certain events as provided
in Sections 12 and 13 of the Plan.
10. NOTIFICATION OF SALE. Participant agrees that Participant, or any
person acquiring shares upon exercise of this right, will notify the Bancorp not
more than five (5) days after any sale or other disposition of such shares.
11. REPRESENTATIONS OF PARTICIPANT. No shares issuable upon the exercise
of this right shall be issued and delivered unless and until the Bancorp has
complied with all applicable requirements of California and federal law and of
the Securities and Exchange Commission and the California Department of
Corporations pertaining to the issuance and sale of such shares, and all
applicable listing requirements of the securities exchanges, if any, or the
Bancorp has determined to its satisfaction that it is exempt from such
requirements. Participant agrees to ascertain that such requirements shall have
been complied with at the time of any exercise of this right. In addition, if
the Participant is an "affiliate" for purposes of the Securities Act of 1933 or
a director or officer for purposes of Section 16 of the Securities and Exchange
Act of 1934, there may be additional restrictions on the resale of stock, and
Participant therefore agrees to ascertain what those restrictions are and to
abide by the restrictions and other applicable federal and state securities
laws.
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Furthermore, the Bancorp may, if it deems appropriate, issue stop transfer
instructions against any shares of stock purchased upon the exercise of this
right and affix to any certificate representing such shares the legends which
the Bancorp deems appropriate.
Participant represents that the Bancorp, its directors, officers, employees
and agents have not and will not provide tax advice with respect to the right,
and Participant agrees to consult with his or her own tax advisor as to the
specific tax consequences of the right, including the application and effect of
federal, state, local and other tax laws.
12. NOTICES. Any notice to the Bancorp provided for in this Agreement
shall be addressed to it in care of its President or Chief Financial Officer at
its executive offices and any notice to Participant shall be addressed to
Participant's address on file with the Bancorp or a subsidiary corporation, or
to such other address as either may designate to the other in writing. Any
notice shall be deemed to be duly given if and when enclosed in a properly
sealed envelope and addressed as stated above and deposited, postage prepaid,
with the United States Postal Service. In lieu of giving notice by mail as
aforesaid, any written notice under this Agreement may be given to Participant
in person, and to the Bancorp by personal delivery to its President or Chief
Financial Officer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PARTICIPANT CERRITOS VALLEY BANCORP
By /s/ James N. Koury By /s/ Kay Toma MD
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James N. Koury Dr. Kay Toma
Chairman
By /s/ Larry A. Ellison
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Larry A. Ellison
Executive Vice President
Chief Financial Officer & Cashier
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