Exhibit 10.1
1. Purpose
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The purpose of the Community West Bancshares 2006 Stock Option Plan ("2006
Plan") is to strengthen Community West Bancshares ("Company") and those banks
and corporations which are or hereafter become subsidiary corporations
("Subsidiary" or "Subsidiaries") by providing additional means of attracting and
retaining competent managerial personnel and by providing to participating
Directors, officers and key employees added incentive for high levels of
performance and for unusual efforts to increase the earnings of the Company and
any Subsidiaries. The 2006 Plan seeks to accomplish these purposes and achieve
these results by providing a means whereby such Directors, officers and key
employees may purchase shares of the Common Stock of the Company pursuant to
Stock Options granted in accordance with this Plan.
Stock Options granted pursuant to this Plan are intended to be Incentive
Stock Options or Non-Qualified Stock Options, as shall be determined and
designated by the Stock Option Committee upon the grant of each Stock Option
hereunder.
2. Definitions
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For the purposes of this Plan, the following terms shall have the following
meanings:
(a) "Affiliation" or "affiliated." For purposes of Sections 10,
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11, 12, 13 and 14 hereof, these terms shall mean service as a Director of
the Company or any Subsidiary.
(b) "Common Stock." This term shall mean shares of the Company's
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common stock, no par value, subject to adjustment pursuant to Section 15
(Adjustment Upon Changes in Capitalization) hereunder.
(c) "Company." This term shall mean Community West Bancshares, a
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California corporation.
(d) "Eligible Participants." This term shall mean: (i) all
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Directors of the Company or any Subsidiary; (ii) all officers (whether or
not they are also Directors) of the Company or any Subsidiary; and (iii)
all key employees (as such persons may be determined by the Stock Option
Committee from time to time) of the Company or any Subsidiary, provided
that such officers and key employees have a customary work week of at least
forty hours in the employ of the Company or a Subsidiary.
(e) "Fair Market Value." This term shall mean the fair market
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value of the Common Stock as determined in accordance with any reasonable
valuation method selected by the Stock Option Committee, including the
valuation methods described in Treasury Regulations Section 20.2031-2.
(f) "Incentive Stock Option." This term shall mean a Stock Option
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which is an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended.
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(g) "Non-Qualified Stock Option." This term shall mean a Stock
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Option which is not an Incentive Stock Option.
(h) "Option Shares." This term shall mean Common Stock covered by
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and subject to any outstanding unexercised Stock Option granted pursuant to
this Plan.
(i) "Optionee." This term shall mean any Eligible Participant to
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whom a Stock Option has been granted pursuant to this Plan, provided that
at least part of the Stock Option is outstanding and unexercised.
(j) "Plan." This term shall mean the Community West Bancshares
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2006 Stock Option Plan as embodied herein and as may be amended from time
to time in accordance with the terms hereof and applicable law.
(k) "Stock Option." This term shall mean the right to purchase a
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specified number of shares of Common Stock under this Plan, at a price and
upon the terms and conditions determined by the Stock Option Committee.
(l) "Stock Option Committee." The Board of Directors of the
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Company may select and designate a Stock Option Committee consisting of
three or more Directors of the Company, having full authority to act in the
matter. Regardless of whether a Stock Option Committee is selected, the
Board of Directors of the Company may act as the Stock Option Committee and
any action taken by said Board as such shall be deemed to be action taken
by the Stock Option Committee. All references in the Plan to the "Stock
Option Committee" shall be deemed to refer to the Board of Directors of the
Company acting as the Stock Option Committee and to a duly appointed Stock
Option Committee, if there be one. In the event of any conflict between
action taken by the Board acting as a Stock Option Committee and action
taken by a duly appointed Stock Option Committee, the action taken by the
Board shall be controlling and the action taken by the duly appointed Stock
Option Committee shall be disregarded.
(m) "Subsidiary." This term shall mean each "subsidiary
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corporation" (treating the Company as the employer corporation) as defined
in Section 424(f) of the Internal Revenue Code of 1986, as amended.
3. Administration
(a) Stock Option Committee. This Plan shall be administered by
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the Stock Option Committee. The Board of Directors of the Company shall
have the right, in its sole and absolute discretion, to remove or replace
any person from or on the Stock Option Committee at any time for any reason
whatsoever.
(b) Administration of the Plan. Any action of the Stock Option
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Committee with respect to the administration of the Plan shall be taken
pursuant to a majority vote, or pursuant to the unanimous written consent,
of its members. Any such action taken by the Stock Option Committee in the
administration of this Plan shall be valid and binding, so long as the same
is not inconsistent with the terms and conditions of this Plan. Subject to
compliance with the terms, conditions and restrictions set forth in this
Plan, the Stock Option Committee shall have the exclusive right, in its
sole and absolute discretion, to establish the terms and conditions of all
Stock Options granted under the Plan, including, without meaning any
limitation, the power to: (i) establish the number of Stock Options, if
any, to be granted hereunder, in the aggregate and with regard to each
Eligible Participant; (ii) determine the time or times when such Stock
Options, or parts thereof, may be
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exercised; (iii) determine and designate which Stock Options granted under
the Plan shall be Incentive Stock Options and which shall be Non-Qualified
Stock Options; (iv) determine the Eligible Participants, if any, to whom
Stock Options are granted; (v) determine the duration and purposes, if any,
of leaves of absence which may be permitted to holders of unexercised,
unexpired Stock Options without such constituting a termination of
employment under the Plan; and (vi) prescribe and amend the terms,
provisions and form of each instrument and agreement setting forth the
terms and conditions of every Stock Option granted hereunder.
(c) Decisions and Determinations. Subject to the express
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provisions of the Plan, the Stock Option Committee shall have the authority
to construe and interpret this Plan, to define the terms used herein, to
prescribe, amend, and rescind rules and regulations relating to the
administration of the Plan, and to make all other determinations necessary
or advisable for administration of the Plan. Determinations of the Stock
Option Committee on matters referred to in this Section 3 shall be final
and conclusive so long as the same are not inconsistent with the terms of
this Plan.
4. Shares Subject to the Plan
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Subject to adjustments as provided in Section 15 hereof, the maximum number
of shares of Common Stock which may be issued upon exercise of all Stock Options
granted under this Plan is limited to Five Hundred Thousand (500,000) in the
aggregate. If any Stock Option shall be canceled, surrendered or expire for any
reason without having been exercised in full, the unpurchased Option Shares
represented thereby shall again be available for grants of Stock Options under
this Plan.
5. Eligibility
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Only Eligible Participants shall be eligible to receive grants of Stock
Options under this Plan.
6. Grants of Stock Options
(a) Grant. Subject to the express provisions of the Plan, the
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Stock Option Committee, in its sole and absolute discretion, may grant
Stock Options to Eligible Participants for a number of Option Shares, at
the price(s) and time(s), and on the terms and conditions as it deems
advisable and specifies in the respective grants; provided, however, that
such grants shall vest at least at the rate of twenty percent (20%)
annually over five (5) years from the date of grant. The terms upon which
and the times at which, or the periods within which, the Option Shares
subject to such Stock Options may become acquired or such Stock Options may
be acquired and exercised shall be as set forth in the Plan and the related
Stock Option Agreements. Subject to the limitations and restrictions set
forth in the Plan, an Eligible Participant who has been granted a Stock
Option may, if otherwise eligible, be granted additional Stock Options if
the Stock Option Committee shall so determine. The Stock Option Committee
shall designate in each grant of a Stock Option whether the Stock Option is
an Incentive Stock Option or a Non-Qualified Stock Option.
(b) Date of Grant and Rights of Optionee. The determination of
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the Stock Option Committee to grant a Stock Option shall not in any way
constitute or be deemed to constitute an obligation of the Company, or a
right of the Eligible Participant who is the proposed subject of the grant,
and shall not constitute or be deemed to constitute the grant of a Stock
Option hereunder unless and until both the Company and the Eligible
Participant have executed and delivered to the other a Stock Option
Agreement in the form then required by the Stock Option Committee as
evidencing the grant of the Stock Option, together with such other
instrument or instruments as may be required by the Stock Option Committee
pursuant to this Plan; provided, however, that the Stock Option Committee
may fix the date of grant as any date on or after the date of its final
determination
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to grant the Stock Option (or if no such date is fixed, then the date of
grant shall be the date on which the determination was finally made by the
Stock Option Committee to grant the Stock Option), and such date shall be
set forth in the Stock Option Agreement. The date of grant as so determined
shall be deemed the date of grant of the Stock Option for purposes of this
Plan.
(c) Shareholder-Employees. A Stock Option granted hereunder to an
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Eligible Participant who is also an officer or key employee of the Company
or any Subsidiary, who owns, directly or indirectly, at the date of the
grant of the Stock Option, more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the Company or a
Subsidiary (if permitted in accordance with the provisions of Section 5
herein) shall not qualify as an Incentive Stock Option unless: (i) the
purchase price of the Option Shares subject to said Stock Option is at
least one hundred ten percent (110%) of the Fair Market Value of the Option
Shares, determined as of the date said Stock Option is granted; and (ii)
the Stock Option by its terms is not exercisable after five (5) years from
the date that it is granted. The attribution rules of Section 424(d) of the
Internal Revenue Code of 1986, as amended, shall apply in the determination
of indirect ownership of stock.
(d) Maximum Value of Stock Options. No grant of Incentive Stock
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Options hereunder may be made when the aggregate Fair Market Value of
Option Shares with respect to which Incentive Stock Options (pursuant to
this Plan or any other Incentive Stock Option Plan of the Company or any
Subsidiary) are exercisable for the first time by the Eligible Participant
during any calendar year exceeds One Hundred Thousand Dollars ($100,000).
(e) Substituted Stock Options. If all of the outstanding shares
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of common stock of another corporation are changed into or exchanged solely
for the Common Stock in a transaction to which Section 424(a) of the
Internal Revenue Code of 1986, as amended, applies, then, subject to the
approval of the Board of Directors of the Company, Stock Options under the
Plan may be substituted ("Substituted Options") in exchange for valid,
unexercised and unexpired stock options of such other corporation.
Substituted Options shall qualify as Incentive Stock Options under the
Plan, provided that (and to the extent) the stock options exchanged for the
Substituted Options were Incentive Stock Options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
(f) Non-Qualified Stock Options. Stock Options and Substituted
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Options granted by the Stock Option Committee shall be deemed Non-Qualified
Stock Options under this Plan if they: (i) are designated at the time of
grant as Incentive Stock Options but do not so qualify under the provisions
of Section 422 of the Code or any regulations or rulings issued by the
Internal Revenue Service for any reason; (ii) are not granted in accordance
with the provisions of Section 6(c); (iii) are in excess of the fair market
value limitations set forth in Section 6(d); (iv) are granted to an
Eligible Participant who is not an officer or key employee of the Company
or any Subsidiary; or (v) are designated at the time of grant as
Non-Qualified Stock Options. Non-Qualified Stock Options granted or
substituted hereunder shall be so designated in the Stock Option Agreement
entered into between the Company and the Optionee.
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7. Stock Option Exercise Price
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(a) Minimum Price. The exercise price of any Option Shares shall
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be determined by the Stock Option Committee, in its sole and absolute
discretion, upon the grant of a Stock Option. Except as provided elsewhere
herein, said exercise price shall not be less than one hundred percent
(100%) of the Fair Market Value of the Common Stock represented by the
Option Shares on the date of grant of the related Stock Option.
(b) Substituted Options. The exercise price of the Option Shares
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subject to each Substituted Option may be fixed at a price less than one
hundred percent (100%) of the Fair Market Value of the Common Stock at the
time such Substituted Option is granted if said exercise price has been
computed to be not less than the exercise price set forth in the stock
option of the other corporation for which it was exchanged immediately
before substitution, with appropriate adjustment to reflect the exchange
ratio of the shares of stock of the other corporation into the shares of
Common Stock.
(c) Ten Percent Shareholder-Employees. Notwithstanding the
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provisions of Section 7(a) or Section 7(b), the exercise price of any
Option Shares granted hereunder to an Eligible Participant who is an
officer or key employee of the Company or any Subsidiary, and owns,
directly or indirectly, at the date of the grant of the Stock Option, more
than ten percent (10%) of the total combined voting power of all classes of
capital stock of the Company or a Subsidiary (if permitted in accordance
with the provisions of Section 5 herein), that is intended to qualify as an
Incentive Stock Option shall be at least one hundred ten percent (110%) of
the Fair Market Value of the Option Shares, determined as of the date said
Stock Option is granted.
8. Exercise of Stock Options
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(a) Exercise. Except as otherwise provided elsewhere herein, each
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Stock Option shall be exercisable in such increments, which need not be
equal, and upon such contingencies as the Stock Option Committee shall
determine at the time of grant of the Stock Option; provided, however, that
if an Optionee shall not in any given period exercise any part of a Stock
Option which has become exercisable during that period, the Optionee's
right to exercise such part of the Stock Option shall continue until
expiration of the Stock Option or any part thereof as may be provided in
the related Stock Option Agreement. No Stock Option or part thereof shall
be exercisable except with respect to whole shares of Common Stock, and
fractional share interests shall be disregarded except that they may be
accumulated.
(b) Prior Outstanding Incentive Stock Options. Incentive Stock
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Options granted (or substituted) to an Optionee under the Plan may be
exercisable while such Optionee has outstanding and unexercised any
Incentive Stock Option previously granted (or substituted) to him or her
pursuant to this Plan or any other Incentive Stock Option Plan of the
Company or any Subsidiary. An Incentive Stock Option shall be treated as
outstanding until it is exercised in full or expires by reason of lapse of
time.
(c) Notice and Payment. Stock Options granted hereunder shall be
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exercised by written notice delivered to the Company specifying the number
of Option Shares with respect to which the Stock Option is being exercised,
together with concurrent payment in full of the exercise price as
hereinafter provided. If the Stock Option is being exercised by any person
or persons other than the Optionee, said notice shall be accompanied by
proof, satisfactory to the counsel for the Company, of the right of such
person or persons to exercise the Stock Option. The Company's receipt of a
notice of exercise without concurrent receipt of the full amount of the
exercise price shall not be deemed an exercise of a Stock Option by an
Optionee, and the Company shall have no obligation to an Optionee
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for any Option Shares unless and until full payment of the exercise price
is received by the Company and all of the terms and provisions of the Plan
and the related Stock Option agreement have been fully complied with.
(d) Payment of Exercise Price. The exercise price of any Option
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Shares purchased upon the proper exercise of a Stock Option shall be paid
in full at the time of each exercise of a Stock Option in cash (or bank,
cashier's or certified check) and/or, with the prior written approval of
the Stock Option Committee at or before the time of exercise, in Common
Stock of the Company which, when added to the cash payment, if any, which
has an aggregate Fair Market Value equal to the full amount of the exercise
price of the Stock Option, or part thereof, then being exercised. Payment
by an Optionee as provided herein shall be made in full concurrently with
the Optionee's notification to the Company of his intention to exercise all
or part of a Stock Option. If all or any part of a payment is made in
shares of Common Stock as heretofore provided, such payment shall be deemed
to have been made only upon receipt by the Company of all required share
certificates, and all stock powers and all other required transfer
documents necessary to transfer the shares of Common Stock to the Company.
(e) Minimum Exercise. Not less than ten (10) Option Shares may be
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purchased at any one time upon exercise of a Stock Option unless the number
of shares purchased is the total number which remains to be purchased under
the Stock Option.
(f) Compliance With Law. No shares of Common Stock shall be
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issued upon exercise of any Stock Option, and an Optionee shall have no
right or claim to such shares, unless and until: (i) payment in full as
provided hereinabove has been received by the Company; (ii) in the opinion
of the counsel for the Company, all applicable requirements of law and of
regulatory bodies having jurisdiction over such issuance and delivery have
been fully complied with; and (iii) if required by federal or state law or
regulation, the Optionee shall have paid to the Company the amount, if any,
required to be withheld on the amount deemed to be compensation to the
Optionee as a result of the exercise of his or her Stock Option, or made
other arrangements satisfactory to the Company, in its sole discretion, to
satisfy applicable income tax withholding requirements.
(g) Acceleration Upon Reorganization. Notwithstanding any
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provision in any Stock Option Agreement pertaining to the time of exercise
of a Stock Option, or part thereof, or any other provision of this Plan,
upon adoption by the requisite holders of the outstanding shares of Common
Stock of any plan of dissolution, liquidation, reorganization, merger,
consolidation or sale of all or substantially all of the assets of the
Company to another corporation which would, upon consummation, result in
termination of a Stock Option in accordance with Section 16 hereof, all
Stock Options previously granted shall become immediately exercisable,
whether or not vested under the Plan or Stock Option Agreement, as to all
unexercised Option Shares for such period of time as may be determined by
the Stock Option Committee, but in any event not less than thirty (30)
days, on the condition that the terminating event described in Section 16
hereof is consummated. If such terminating event is not consummated or if
the surviving entity (successor entity) assumes such obligation or gives
appropriate substitution thereof, Stock Options granted pursuant to the
Plan shall be exercisable in accordance with the terms of their respective
Stock Option Agreements.
9. Nontransferability of Stock Options
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Each Stock Option shall, by its terms, be non- transferable by the Optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee.
10. Continuation of Affiliation
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Nothing contained in this Plan (or in any Stock Option Agreement) shall
obligate the Company or any Subsidiary to employ or continue to employ or remain
affiliated with any Optionee or any Eligible Participant for any period of time
or interfere in any way with the right of the Company or a Subsidiary to reduce
or increase the Optionee's or Eligible Participant's compensation.
11. Cessation of Affiliation
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Except as provided in Section 12 hereof, if, for any reason other than
disability or death, an Optionee ceases to be employed by or affiliated with the
Company or a Subsidiary, the Stock Options granted to such Optionee shall expire
on the expiration dates specified for said Stock Options at the time of their
grant, or ninety (90) days after the Optionee ceases to be so affiliated,
whichever is earlier. During such period after cessation of affiliation, such
Stock Options shall be exercisable only as to those increments, if any, which
had become exercisable as of the date on which such Optionee ceased to be
affiliated with the Company or the Subsidiary, and any Stock Options or
increments which had not become exercisable as of such date shall expire
automatically on such date.
12. Termination for Cause
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If the Stock Option Agreement so provides and if an Optionee's employment
by or affiliation with the Company or a Subsidiary is terminated for cause, the
Stock Options granted to such Optionee shall expire on the expiration dates
specified for said Stock Options at the time of their grant, or thirty (30) days
after termination for cause, whichever is earlier; provided, however, that the
Stock Option Committee may, in its sole discretion, within thirty (30) days of
such termination, reinstate such Stock Options by giving written notice of such
reinstatement to the Optionee. In the event of such reinstatement, the Optionee
may exercise the Stock Options only to such extent, for such time, and upon such
terms and conditions as if the Optionee had ceased to be employed by or
affiliated with the Company or a Subsidiary upon the date of such termination
for a reason other than cause, disability or death. Termination for cause shall
include, but shall not be limited to, termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity in
connection therewith and, in any event, the determination of the Stock Option
Committee with respect thereto shall be final and conclusive.
13. Death of Optionee
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If an Optionee dies while employed by or affiliated with the Company or a
Subsidiary, or during the ninety-day period referred to in Section 11 hereof,
the Stock Options granted to such Optionee shall expire on the expiration dates
specified for said Stock Options at the time of their grant, or one (1) year
after the date of such death, whichever is earlier. After such death, but
before such expiration, subject to the terms and provisions of the Plan and the
related Stock Option Agreements, the person or persons to whom such Optionee's
rights under the Stock Options shall have passed by will or by the applicable
laws of descent and distribution, or the executor or administrator of the
Optionee's estate, shall have the right to exercise such Stock Options to the
extent that increments, if any, had become exercisable as of the date on which
the Optionee died.
14. Disability of Optionee
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If an Optionee is disabled while employed by or affiliated with the Company
or a Subsidiary or during the ninety (90) day period referred to in Section 11
hereof, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
one (1) year after the date such disability occurred, whichever is earlier.
After such disability occurs, but before such expiration, the Optionee or the
guardian or conservator of the Optionee's estate, as duly appointed by a court
of competent jurisdiction, shall have the right to exercise such Stock Options
to the extent that increments, if any, had become exercisable as of the date on
which the Optionee became disabled
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or ceased to be employed by or affiliated with the Company or a Subsidiary as a
result of the disability. An Optionee shall be deemed to be "disabled" if it
shall appear to the Stock Option Committee, upon written certification delivered
to the Company of a qualified licensed physician, that the Optionee has become
permanently and totally unable to engage in any substantial gainful activity by
reason of a medically determinable physical or mental impairment which can be
expected to result in the Optionee's death, or which has lasted or can be
expected to last for a continuous period of not less than 12 months.
15. Adjustment Upon Changes in Capitalization
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If the outstanding shares of Common 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, through a reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which Stock Options may be granted. A corresponding adjustment
changing the number or kind of Option Shares and the exercise prices per share
allocated to unexercised Stock Options, or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Such adjustments
shall be made without change in the total price applicable to the unexercised
portion of the Stock Option, but with a corresponding adjustment in the price
for each Option Share subject to the Stock Option. Adjustments under this
Section shall be made by the Stock Option 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 or made available
under the Plan on account of such adjustments, and fractional share interests
shall be disregarded, except that they may be accumulated.
16. Terminating Events
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Upon consummation of a plan of dissolution or liquidation of the Company,
or upon consummation of a plan of reorganization, merger or consolidation of the
Company with one or more corporations, as a result of which the Company is not
the surviving entity, or upon the sale of all or substantially all the assets of
the Company to another corporation, the Plan shall automatically terminate and
all Stock Options theretofore granted shall be terminated, unless provision is
made in connection with such transaction for assumption of Stock Options
theretofore granted (in which case such Stock Options shall be converted into
Stock Options for a like number and kind for shares of the surviving entity), or
substitution for such Stock Options with new stock options covering stock of a
successor employer corporation, or a parent or subsidiary corporation thereof,
solely at the discretion of such successor corporation, or parent or subsidiary
corporation, with appropriate adjustments as to number and kind of shares and
prices.
17. Amendment and Termination
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The Board of Directors of the Company may at any time and from time to time
suspend, amend, or terminate the Plan and may, with the consent of an Optionee,
make such modifications of the terms and conditions of that Optionee's Stock
Option as it shall deem advisable; provided that, except as permitted under the
provisions of Section 15 hereof, no amendment or modification may be adopted
without the Company having first obtained the approval of the holders of a
majority of the Company's outstanding shares of Common Stock present, or
represented, and entitled to vote at a duly held meeting of shareholders of the
Company, or by written consent, if the amendment or modification would:
(a) materially increase the number of securities which may be
issued under the Plan;
(b) materially modify the requirements as to eligibility for
participation in the Plan;
(c) increase or decrease the exercise price of any Stock Option
granted under the Plan;
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(d) increase the maximum term of Stock Options provided for
herein;
(e) permit Stock Options to be granted to any person who is not an
Eligible Participant; or
(f) change any provision of the Plan which would affect the
qualification as an Incentive Stock Option under the internal revenue laws
then applicable of any Stock Option granted as an Incentive Stock Option
under the Plan.
No Stock Option may be granted during any suspension of the Plan or after
termination of the Plan. Amendment, suspension, or termination of the Plan
shall not (except as otherwise provided in Section 15 hereof), without the
consent of the Optionee, alter or impair any rights or obligations under any
Stock Option theretofore granted.
18. Rights of Eligible Participants and Optionees
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No Eligible Participant, Optionee or other person shall have any claim or
right to be granted a Stock Option under this Plan, and neither this Plan nor
any action taken hereunder shall be deemed to give or be construed as giving any
Eligible Participant, Optionee or other person any right to be retained in the
employ of the Company or any Subsidiary. Without limiting the generality of the
foregoing, no person shall have any rights as a result of his or her
classification as an Eligible Participant or Optionee, such classifications
being made solely to describe, define and limit those persons who are eligible
for consideration for privileges under the Plan.
19. Privileges of Stock Ownership; Regulatory Law Compliance; Notice of
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Sale
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No Optionee shall be entitled to the privileges of stock ownership as to
any Option Shares not actually issued and delivered. No Option Shares may be
purchased upon the exercise of a Stock Option unless and until all then
applicable requirements of all regulatory agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Company are listed (if any) shall have been fully complied with. The Optionee
shall, not more than five (5) days after each sale or other disposition of
shares of Common Stock acquired pursuant to the exercise of Stock Options, give
the Company notice in writing of such sale or other disposition.
20. Effective Date of the Plan
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The Plan shall be deemed adopted as of March 23, 2006, but the Plan shall
only be effective if (and immediately as of the date that) the Plan is approved
by the holders of at least a majority of the Company's outstanding shares of
Common Stock represented and voting at a meeting of shareholders.
21. Termination
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Unless previously terminated as aforesaid, the Plan shall terminate on
March 23, 2016. No Stock Options shall be granted under the Plan thereafter,
but such termination shall not affect any Stock Option theretofore granted.
22. Option Agreement
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Each Stock Option granted under the Plan shall be evidenced by a written
Stock Option Agreement executed by the Company and the Optionee, and shall
contain each of the provisions and agreements herein
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specifically required to be contained therein, and such other terms and
conditions as are deemed desirable by the Stock Option Committee and are not
inconsistent with this Plan.
23. Stock Option Period
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Each Stock Option and all rights and obligations thereunder shall expire on
such date as the Stock Option Committee may determine, but not later than ten
(10) years from the date such Stock Option is granted, and shall be subject to
earlier termination as provided elsewhere in this Plan.
24. Exculpation and Indemnification of Stock Option Committee
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In addition to such other rights of indemnification which they may have as
directors of the Company or as members of the Stock Option Committee, the
members of the Stock Option Committee, and each of them, shall be indemnified by
the Company for and against all costs, judgments, penalties and reasonable
expenses, including reasonable attorneys' fees, actually and appropriately
incurred by them in connection with all actions, suits and proceedings, and in
connection with appeals thereof, to which they or any of them may be a party by
reason of any act or omission of any member of the Stock Option Committee under
or in connection with the Plan or any Stock Option granted thereunder; provided,
however, that a member of the Stock Option Committee shall not be entitled to
any indemnification whatsoever pursuant to this Section for or as a result of
any act or omission of such member which was not taken in good faith and which
constituted willful misconduct or gross negligence by such member; provided
further, that any amounts paid by any member of the Stock Option Committee in
settlement of an action, suit or proceeding for which indemnification may be
sought pursuant to this Section shall be first approved in writing by
independent legal counsel selected by the Company; and, provided further, that
within thirty (30) days after institution of an action, suit or proceeding
against any member with respect to which such member is entitled to
indemnification hereunder, such member shall, in writing, offer the Company the
opportunity, at its own expense, to handle (including settle) and conduct the
defense thereof. The provisions of this Section shall apply to the estate,
executor and administrator of each member of the Stock Option Committee.
25. Notices
-------
All notices and demands of any kind which the Stock Option Committee, any
Optionee, Eligible Participant, or other person may be required or desires to
give under the terms of this Plan shall be in writing and shall be delivered in
hand to the person or persons to whom addressed (in the case of the Stock Option
Committee, with the Chief Executive Officer of the Company), by leaving a copy
of such notice or demand at the address of such person or persons as may be
reflected in the records of the Company, or by mailing a copy thereof, properly
addressed as above, by certified or registered mail, postage prepaid, with
return receipt requested. Delivery by mail shall be deemed made upon receipt by
the notifying party of the return receipt request acknowledging receipt of the
notice or demand.
26. Limitation on Obligations of the Company
---------------------------------------------
All obligations of the Company arising under or as a result of this Plan or
Stock Options granted hereunder shall constitute the general unsecured
obligations of the Company, and not of the Board of Directors of the Company,
any member thereof, the Stock Option Committee, any member thereof, any officer
of the Company, or any other person or any Subsidiary, and none of the
foregoing, except the Company, shall be liable for any debt, obligation, cost or
expense hereunder.
27. Limitation of Rights
----------------------
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The Stock Option Committee, in its sole and absolute discretion, is
entitled to determine who, if anyone, is an Eligible Participant under this
Plan, and which, if any, Eligible Participant shall receive any grant of a Stock
Option. No oral or written agreement by any person on behalf of the Company
relating to this Plan or any Stock Option granted hereunder is authorized, and
such may not bind the Company or the Stock Option Committee to grant any Stock
Option to any person.
28. Severability
------------
If any provision of this Plan as applied to any person or to any
circumstance shall be adjudged by a court of competent jurisdiction to be void,
invalid, or unenforceable, the same shall in no way affect any other provision
hereof, the application of any such provision in any other circumstances, or the
validity or enforceability hereof.
29. Construction
------------
Where the context or construction requires, all words applied in the plural
herein shall be deemed to have been used in the singular and vice versa, and the
masculine gender shall include the feminine and the neuter and vice versa.
30. Headings
--------
The headings of the several sections herein are inserted solely for
convenience of reference and are not intended to form a part of and are not
intended to govern, limit or aid in the construction of any term or provision
hereof.
31. Successors
----------
This Plan shall be binding upon the respective successors, assigns, heirs,
executors, administrators, guardians and personal representatives of the Company
and Optionees.
32. Governing Law
--------------
This Plan shall be governed by and construed in accordance with the laws of
the State of California.
33. Conflict
--------
In the event of any conflict between the terms and provisions of this Plan,
and any other document, agreement or instrument, including, without meaning any
limitation, any Stock Option Agreement, the terms and provisions of this Plan
shall control.
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COMMUNITY WEST BANCSHARES
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS ON MAY 25, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Marcy Shewmon and Susan Thompson, or any of
them, agents and proxy of the undersigned, each with full power of substitution,
to attend and act as proxy or proxies of the undersigned at the Annual Meeting
of Shareholders of Community West Bancshares to be held at La Cumbre Country
Club, 4015 Via Laguna, Santa Barbara, California on Thursday, May 25, 2006, at
6:00P.M., and at any and all adjournments thereof, and to vote as specified
herein the number of shares which the undersigned, if personally present, would
be entitled to vote, as follows:
1. ELECTION OF DIRECTORS:
__ FOR all nominees listed below __ WITHHOLD AUTHORITY
Robert H. Bartlein - Jean W. Blois - John D. Illgen - Lynda J. Nahra
William R. Peeples - James R. Sims, Jr. - Kirk B. Stovesand - C. Richard Whiston
2. Other business.To transact such other business as may properly come before
the Meeting and any adjournment thereof.
PLEASE SIGN AND DATE THE OTHER SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY WILL BE VOTED AS SPECIFIED OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE EIGHT NOMINEES FOR ELECTION AND FOR PROPOSAL 2. (Please sign
exactly as name appears. When shares are held by joint tenants, both should
sign. When signing as attorney, as executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.)
Dated:__________________,2006
____________________________
(Signature)
____________________________
(Signature, if held jointly)
I do __ do not __ expect to attend the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED
BY THE SHAREHOLDER DELIVERING IT PRIOR TO ITS EXERCISE BY FILING WITH THE
CORPORATE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY
EXECUTED PROXY BEARING A LATER DATE OR BY APPEARING AND VOTING IN PERSON AT THE
MEETING.
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