<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
CU BANCORP
(Exact name of Registrant as specified in its charter)
--------------------
California 95-3657044
(Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
16030 VENTURA BOULEVARD
ENCINO, CALIFORNIA
91436-4487
(818) 907-9122
(Address, including Zip Code, and telephone number, including area code, or
Registrant's principal executive office)
CU BANCORP 1993 EMPLOYEE STOCK OPTION PLAN
(Full title of Plan)
Anita Yallowitz Wolman, Esq.
16030 Ventura Boulevard
Encino, California 91436-4487
(818) 907-9122
(Name, address, including Zip Code, and telephone number, of Registrant's Agent
of Service of Process)
Approximate commencement date of the proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only Securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the
following box: [ ]
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans check the following box: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered(1) offering price aggregate registration fee
registered per unit (2) offering price (3)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 $12.50 $5,000,000 $1,515.15
without par value
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee.
(2) Computed pursuant to Rule 457(c) based on the average of the high and
low sales price of CU Bancorp Shares on February 2 1997 as reported on the
NASDAQ, National Market System
(3) Pursuant to Rule 416(a), this registration statement covers the
issuance of an additional indeterminate number of shares of common stock
resulting from the automatic dilution provision of the Plan.
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EXPLANATORY NOTE
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part 1 of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). A second prospectus (the "Reoffer Prospectus")
is to be used for reoffers and resales of the Company's Common Stock acquired
pursuant to the CU Bancorp 1993 Employee Stock Option Plan by affiliates of the
Company and has been prepared in accordance with the requirements of Form S-3,
as required by the conditions specified in General Instruction C to Form S-8.
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CU Bancorp
400,000 SHARES OF COMMON STOCK
16030 Ventura Boulevard
Encino, California 91436-4487
(818) 907-9122
The Prospectus relates to up to 400,000 shares of Common Stock
("Common Stock" or the "Shares") of CU Bancorp (the "Company"), which may be
offered by the Selling Security Holders (as hereinafter defined) listed herein
under the caption "Selling Security Holders" and set forth on Exhibit A hereto.
The 400,000 Shares covered by this Prospectus may be offered by the
Selling Security Holders from time to time in transactions on the NASDAQ
National Market System (the "NMS") at prices and terms then obtainable, through
negotiated transactions at negotiated prices, or through underwriters,
broker-dealers or otherwise, however, there is no commitments to sell any of
these Shares. The amount of Shares offered will be determined form time to
time by the Selling Security Holders in their sole discretion. The Company
will not receive any part of the proceeds of any sales. Any brokers'
commissions, discounts, or other underwriters' compensation will be paid by the
Selling Security Holders.
The Selling Security Holders, and the broker-dealers through whom
sales may be made, may, the Company not so conceding, be deemed to be
underwriters under the Securities Act of 1933 (the "Securities Act"), and any
commissions paid or by discounts or concessions allowed to such broker-dealers
may be underwriting discounts and commissions under the Securities Act.
The Company's Common Stock is traded on the NMS. On February 2, 1997,
the closing price of the Common Stock on the NMS was $12.50 per Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 2, 1997.
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<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information ................................................... 4
Selling Security Holders ................................................. 4
Plan of Distribution ..................................................... 4
Description of Common Stock .............................................. 5
Incorporation of Certain Documents by Reference .......................... 6
</TABLE>
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any
sale made through its use shall imply that there has been no change in the
affairs of the company since the date hereof.
AVAILABLE INFORMATION
The Company is subject to the Informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The reports, proxy statements and other
information filed by CU Bancorp with the Commission can be inspected and copied
at the public reference facilities maintained by their Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the public reference
facilities in the Commission's Regional Offices at Seven World Trade Center,
Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can
be obtained form the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
SELLING SECURITY HOLDERS
Each of the Selling Security Holders (each, a "Selling Security
Holder") identified in Exhibit A hereto, from time to time, are the holders of
non-qualified or incentive stock options granted by the Company, and this
Prospectus covers the possible resale of the Shares issued or issuable upon the
exercise of these options.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The
securities offered hereby may be sold by a Selling Security Holder acting as a
principal for his own account through market transactions on the NMS, in one or
more negotiated transactions at negotiated prices, or otherwise. The sale of
securities may be offered to or through underwriters, brokers or dealers, and
such underwriters, brokers or dealers may receive compensation in the form of
underwriting discounts, commissions or concessions from a Selling Security
Holder and/or the purchasers of the securities for underwriters, brokers or
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dealers that participate in the distribution of the securities may, the Company
not so conceding, be deemed to be underwriters and nay compensation received by
them and any provided pursuant to the sale of the securities by them might be
deemed to be underwriting discounts and commissions under the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
securities will be sold in such jurisdictions only through registered on
licensed brokers or dealers. In addition, in certain states the securities may
not be sold unless the securities have been registered or qualify for sale in
such state or an exemption from registration or qualification is available and
is complied with.
DESCRIPTION OF COMMON STOCK
The Company's authorized capital stock consists of 24,000,000 shares
of common stock, without par value. The Company's Common Stock is registered
under the Exchange Act. The following is a summary of the provisions of the
Company's Restated Certificate of Incorporation and is qualified in its
entirety by reference thereto.
CU Bancorp Common
The Board of Directors of Company is authorized to issue a maximum of
24,000,000 shares of Common Stock. As of December 31, 1996 ,11,341,690 shares
of Company Common Stock were outstanding. Subject to any prior rights of any
preferred stock of Bancorp ("Preferred Stock") then outstanding, holders of the
Common Stock are entitled to receive such dividends as are declared by the
Company's Board of Directors out of funds legally available therefor. Subject
to the rights, if any, of any Preferred Stock, all voting rights are vested in
the holders of the Company Common each share being entitled to one vote.
Subject to any prior rights of Preferred Stock, in the event of liquidation,
holders of shares of Common Stock are entitled to receive pro rate any assets
distributable to stockholders in respect of shares held by them. Holders of
shares of Common Stock do not have any pre-emptive right to subscribe for any
additional securities which may be issued by the Company. The outstanding
shares of Bancorp Common are, and the shares of Common Stock, offered hereby
will be, fully paid and non-assessable. The transfer agent and registrar for
the Company Common Stock, is U.S. Stock Transfer, Inc.
CU Bancorp Preferred Stock
The Board of Directors of Company has the authority, without further
stockholder action, to issue from time to time a maximum of 10,000,000 shares
of Preferred Stock in one or more series and with such terms and at such times
and for such consideration as the Board may determine. The authority of the
Board includes the determination of fixing of the following with respect to
shares of such class or any series thereof: (i) the number of shares and
designation or title thereof, (ii) rights as to dividends; (iii) whether and
upon what terms the shares are to be convertible; (v) the voting rights, if
any, which shall apply, provided, however, that in no event shall any holder of
any series of the Preferred Stock held by such holder; and (vi) the rights of
the holders upon the dissolution, or upon the distribution of assets, of
Bancorp. Any shares of Preferred Stock which may be issued may rank prior to
shares of Common Stock as to payment of dividends and upon liquidation. No
Preferred Stock is currently outstanding.
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<PAGE> 6
PART II
PLAN INFORMATION; REGISTRANT INFORMATION
AND EMPLOYEE PLAN ANNUAL INFORMATION
This Registration Statement incorporates documents by reference which
are not presented herein or delivered herewith. Such documents (other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference) are available upon written or oral request, without charge,
directed to CU Bancorp, 16030 Ventura Boulevard, Encino, California 91436-4487
(telephone number 818-907-9122). Attention: Corporate Secretary.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Company (File No.
0-11008) pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:
1. Company's Annual Report on Form 10-K for the year ended
December 31, 1995, Quarterly Reports on Form 10-Q for the quarters ended March
31, 1996, and June 30, 1996. Definitive Proxy Statement dated June 10, 1996
(contained in Registration Statement on Form S-4 dated June 10, 1996 -
Registration Number 333-02777) The Company's Quarterly Report on Form 10Q for
the quarter ended September 30, 1996; Home Interstate Bancorp's Annual Report on
Form 10-K for the year ended December 31, 1995, Quarterly Reports on Form 10-Q
for the quarters dated March 31, 1996 and June 30, 1996; Home Interstate
Bancorp's Definitive Proxy Statement dated June 10, 1996 (contained in
Registration Statement on Form S-4 dated June 10, 1996 - Registration Number
333-02777). (the "CU Bancorp Filings");
2. The description of Company's Common Stock contained in
Company's registration on Form S-4 filed with the Commission on October 26,
1995.
All documents and reports subsequently filed by Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently field
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Five of Company's Articles of Incorporation provides that the liability
of the directors of the corporation for monetary damages shall be eliminated to
the fullest extent permissible under California law and that the corporation is
authorized to provide for the indemnification of agents (as defined in Section
317 of the California General Corporation Law) of the corporation in excess of
that expressly permitted by such Section 317 for breach of duly to the
corporation and its shareholders to the fullest extent permissible under
California law, or any other applicable law.
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<PAGE> 7
EXHIBITS
There are filed as a part of this registration statement, the exhibits
listed in the Exhibit Index and Exhibit A hereto.
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)(1) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against
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<PAGE> 8
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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EXHIBIT A
1993 Employee Stock Option Plan
Appendix A - eligible to resell and amounts amounts available to be resold*
Name Number of Shares
Stephen G. Carpenter 101,000
David I. Rainer 80,000
Anne A. Williams 30,000
Patrick Hartman 22,500
Anita Y. Woman 17,500
*does not necessarily denote any intention to sell
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on February 2, 1996.
CU BANCORP
(Registrant)
By: STEPHEN G. CARPENTER
-----------------------------
Stephen G. Carpenter
Chief Executive Officer
By: PATRICK HARTMAN
-----------------------------
Patrick Hartman
Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen G. Carpenter, David I. Rainer, James P. Staes, Patrick Hartman and
Anita Wolman, and each of them individually, his true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on August 30, 1996.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
S/S
______________________________ Director
Kenneth Bernstein
S/S
______________________________ Director
Donald A. Buschenfield
S/S
______________________________ Director/Chairman/Chief Executive
Stephen G. Carpenter Officer
S/S
______________________________ Director
J. Richard Denham
S/S
______________________________ Director
Randall G. Elston
S/S
______________________________ Director
Paul W. Glass
S/S
______________________________ Director
Donald G. Martin
S/S
______________________________ Director
Ronald S. Parker
S/S
______________________________ Director
David I. Rainer
</TABLE>
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<TABLE>
<S> <C>
S/S
___________________________ Director, Vice Chairman
James P. Staes
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
EXHIBIT Numbered
NO. Exhibit Page
- ------- ------- ------------
<S> <C> <C>
4(A) CU Bancorp 1993 Employee Stock Option Plan 13
4(B) Copy of Incentive Stock Option Agreement
under CU Bancorp 1993 Stock Option Plan. 25
4(C) Non Qualified Stock Option Agreement under
CU Bancorp 1993 Stock Option Plan 35
5 Opinion of Anita Wolman, Esq. 36
24(A) Consent of Arthur Andersen LLP. 37
24(B) Consent of Anita Wolman, Esq. (included in its
opinion in Exhibit 5)
25 Power of Attorney set forth on the signature
pages 5 through 9.
</TABLE>
______________
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<PAGE> 1
EXHIBIT 4(a)
CU BANCORP
1993 EMPLOYEE STOCK OPTION PLAN
Adopted October 17, 1993
Approved by the Shareholders on December 17, 1993
i. PURPOSE.
(1) The purpose of the CU Bancorp 1993
Employee Stock Option Plan (the "1993
Employee Plan") is to strengthen CU Bancorp
(the "Company") by providing to employees
(the "Employees") of the Company or its
subsidiaries added incentives for high levels
of performance and to encourage stock
ownership in the Company. The 1993 Employee
Plan seeks to accomplish these goals by
providing a means whereby the Employees may
be given an opportunity to purchase by way of
option common stock of the Company.
(2) The Company, by means of the 1993
Employee Plan, seeks to secure and retain the
services of such Employees, and to provide
incentives for such persons to exert maximum
efforts for the success of the Company and
its subsidiaries.
(3) The Company intends that the options
issued under the 1993 Employee Plan shall, in
the discretion of the Committee (as defined
in paragraph 2(a)), be either incentive stock
options as that term is used in Section 422
of the Internal Revenue Code of 1986, as
amended (the "Code") or any successor thereto
("incentive stock options"), or options which
do not qualify as incentive stock options
("non-qualified stock options"). All options
shall be separately designated as incentive
stock options or non-qualified stock options
at the time of grant, and a separate
certificate or certificates shall be issued
for shares purchased on the exercise of each
type of option.
ii. ADMINISTRATION.
(1) The 1993 Employee Plan shall be
administered by the committee (the
"Committee") designated by the Board of
Directors of the Company (the "Board"), which
shall be composed of not fewer than two (2)
members of the Board. All of the members of
the Committee shall be
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"disinterested persons" as provided in Rule
16b-3(c)(2)(i) promulgated pursuant to the
Securities Exchange Act of 1934, as amended
(the "1934 Act"). The Committee shall have,
in connection with the administration of the
1993 Employee Plan, the powers set forth in
subparagraph 2(b), subject, however, to such
resolutions, not inconsistent with the
provisions of the 1993 Employee Plan, as may
be adopted from time to time by the Board.
Any action of the Committee with respect to
administration of the 1993 Employee Plan
shall be taken pursuant to a majority vote or
to the unanimous written consent of its
members.
(2) The Committee shall have the power,
subject to, and within the limitations of,
the express provisions of the 1993 Employee
Plan:
(a) To determine from time to time
which of the persons eligible under
the 1993 Employee Plan shall be
granted an option; when and how the
option shall be granted; whether the
option will be an incentive stock
option or a non-qualified stock
option; the provisions of each
option granted (which need not be
identical), including, without
limitation, the term of the option;
the duration of and purposes of
leaves of absence which may be
granted to participants without
constituting a termination of their
employment for purposes of the 1993
Employee Plan; and the number of
shares for which an option shall be
granted to each such person.
(b) To determine any conditions or
restrictions imposed on stock
acquired pursuant to the exercise of
an option (including, but not
limited to, repurchase rights,
forfeiture restrictions and
restrictions on transferability).
(c) To construe and interpret the 1993
Employee Plan and the options
granted under it, to construe and
interpret any conditions or
restrictions imposed on stock
acquired pursuant to the exercise of
an option, 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 1993 Employee
Plan or in any option agreement in a
manner and to the extent it
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<PAGE> 3
shall deem necessary or expedient to
make the 1993 Employee Plan fully
effective.
(d) To cancel, at any time and from
time to time, with the consent of
the affected optionee or optionees,
any or all outstanding options
granted under the 1993 Employee Plan
and the grant and substitution
therefor of new options under the
1993 Employee Plan (subject to
limitations hereof) covering the
same or different number of shares
of stock at an option price per
share in all events not less than
the fair market value on the new
grant date.
(e) Generally, to exercise such powers
and to perform such acts as it deems
necessary or expedient to promote
the best interests of the Company.
(3) 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 1993
Employee Plan.
(4) The determinations of the Committee on
matters referred to in this paragraph 2 shall
be final and conclusive.
iii. SHARES SUBJECT TO THE 1993 EMPLOYEE PLAN.
Subject to the provisions of paragraph 9 relating to adjustments upon
changes in stock, the stock that may be offered pursuant to options granted
under the 1993 Employee Plan shall not exceed the aggregate of 400,000 shares
of the Company's common stock. If any option granted under the 1993 Employee
Plan shall for any reason expire, be cancelled or otherwise terminate without
having been exercised in full, the stock not purchased under such option shall
again become available for the 1993 Employee Plan.
iv. ELIGIBILITY.
(1) All Employees of the Company or its
subsidiaries shall be eligible to receive
incentive and/or non- qualified stock
options, at the discretion of the Committee.
(2) The Company may issue incentive stock
options provided that the aggregate fair
market value (determined at the time the
incentive stock option is granted) of the
stock with respect to which incentive stock
options are exercisable for the first time by
the optionee during any
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<PAGE> 4
calendar year (under all incentive stock
option plans of the Company) shall not exceed
One Hundred Thousand Dollars ($100,000).
Should it be determined that any incentive
stock option granted pursuant to the 1993
Employee Plan exceeds such maximum, such
incentive stock option shall be considered to
be a non-qualified option and not to qualify
for treatment as an incentive stock option
under Section 422 of the Code to the extent,
but only to the extent, of such excess.
v. OPTION PROVISIONS.
Each option shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The provisions of separate
options need not be identical, but each option shall include (through
incorporation of provisions hereof by reference in the option or otherwise) the
substance of each of the following provisions:
(1) Each option granted and all rights or
obligations thereunder by its terms shall
expire on such date as the Committee may
determine as set forth in such stock option
agreement, but not later than ten (10) years
from the date the option was granted and
shall be subject to earlier termination as
provided elsewhere in the 1993 Employee Plan.
Notwithstanding the foregoing, any incentive
stock option granted to an optionee who owns
(or is deemed to own pursuant to Section
424(d) of the Code) stock possessing more
than ten percent (10%) of the total combined
voting power of all classes of stock of the
Company or any of its affiliates shall expire
not later than five (5) years from the date
of grant. For purposes of the 1993 Employee
Plan, the date of grant of an option shall be
the date on which the Committee takes final
action approving the award of the option,
notwithstanding the date the optionee accepts
the option, the date of execution of the
option agreement, or any other date with
respect to such option.
(2) 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
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<PAGE> 5
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. The provisions of this subparagraph
5(b) are subject to any option provisions
governing the minimum number of shares as to
which an option may be exercised.
(3) The exercise price of each option shall
be not less than one hundred percent (100%)
of the fair market value of the stock subject
to the option on the date the option is
granted; provided, however, that the purchase
price of common stock subject to an incentive
stock option may not be less than one hundred
ten percent (110%) of such fair market value
(without regard to any restriction other than
a restriction which, by its terms, will never
lapse) where the optionee owns (or is deemed
to own pursuant to Section 424(d) of the
Code) stock possessing more than ten percent
(10%) of the total combined voting power of
all classes of stock of the Company. The
fair market value of such stock shall be
determined by the Committee in accordance
with any reasonable valuation method,
including the valuation method described in
Treasury Regulation Section 20.2031-2.
(4) The purchase price of stock acquired
pursuant to an option shall be paid at the
time the option is exercised in cash or check
payable to the order of the Company in an
amount equal to the option price for the
shares being purchased, in whole shares of
stock of the Company owned by the optionee
having a fair market value on the exercise
date (determined by the Committee in
accordance with any reasonable evaluation
method, including the evaluation method
described in Treasury Regulation Section
20.2031-2) 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.
Payments of stock shall be made by delivery
of stock certificates properly endorsed for
transfer in negotiable form. If other than
the optionee, the person or persons
exercising the option shall be required to
furnish the Company appropriate
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<PAGE> 6
documentation that such person or persons
have the full legal right and power to
exercise the option on behalf of and for the
optionee.
(5) An option by its terms may only be
transferred by will or by the laws of descent
and distribution upon the death of the
optionee, shall not be transferable during
the optionee's lifetime, and shall be
exercisable during the lifetime of the person
to whom the option is granted only by such
person.
(6) The Company may require any optionee, or
any person to whom an option is transferred
under subparagraph 5(e), as a condition of
exercising any such 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. The requirement of
providing written assurances, and any
assurances given pursuant to the requirement,
shall be inoperative if (i) the shares to be
issued upon the exercise of the 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 written assurances
are not required in the circumstances under
the then applicable federal or state
securities laws.
(7) If an optionee ceases to be employed by
the Company or its subsidiaries, then such
optionee's option shall terminate three (3)
months thereafter, and during such three (3)
month period, such option shall be
exercisable only as to those shares with
respect to which installments, if any, had
accrued as of the date on which the optionee
ceased to be employed by the Company or its
subsidiaries, unless:
(a) Such termination is due to such
person's permanent and total
disability, within the meaning of
Section 22(e)(3) of the Code, in
which case the stock option
agreement may, but need not, provide
that it may be exercised at any time
within one (1) year following such
termination of employment, and
provided further that if such
optionee dies during such specified
period following such termination of
employment, then the stock option
18
<PAGE> 7
agreement may, but need not, provide
that such option may be exercised at
any specified time up to one (1)
year following the death of the
optionee by the person or persons to
whom the optionee's rights under
such option pass by will or by the
laws of descent and distribution,
but only to the extent that the
optionee was entitled to exercise
said option immediately prior to the
termination of the optionee's
employment;
(b) The optionee dies while in the
employ of the Company or its
subsidiaries (which shall constitute
termination of employment), or
within not more than three (3)
months after termination of such
employment, in which case the option
may, but need not, provide that it
may be exercised at any time within
one (1) year following the death of
the optionee by the person or
persons to whom the optionee's
rights under such option pass by
will or by the laws of descent and
distribution, but only to the extent
that the optionee was entitled to
exercise said option immediately
prior to the termination of
optionee's employment;
(c) The option by its terms specifies
either (a) that it shall terminate
sooner than three (3) months after
termination of the optionee's
employment, or (b) that in the case
of non-qualified stock options it
may be exercised more than three (3)
months after termination of the
optionee's employment, but only to
the extent that the optionee was
entitled to exercise said option
immediately prior to the termination
of optionee's employment; or
(d) The optionee's employment is
terminated for cause, whereupon the
option terminates immediately unless
such termination is waived by the
Committee. Termination for cause
shall include termination for
malfeasance or gross misfeasance in
the performance of duties, or
conviction of illegal activity in
connection therewith, conviction for
a felony, or any conduct detrimental
to the interests of the Company or
any of its subsidiaries, and the
determination of the Committee with
respect thereto shall be final and
conclusive.
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<PAGE> 8
This subparagraph 5(g) shall not be construed to extend the term
of any option or to permit anyone to exercise the option after expiration
of its term, nor shall it be construed to increase the number of shares as
to which any option is exercisable from the amount exercisable on the date
of termination of the optionee's employment.
(8) Options may be exercised by ten (10) days
written notice delivered to the Company
stating the number of shares with respect to
which the option is being exercised together
with payment for such shares. Not less than
ten (10) shares may be purchased at any one
time unless the number purchased is the total
number of shares which may be purchased under
the option.
(9) Any option granted hereunder shall
provide as determined by the Committee for
appropriate arrangements for the satisfaction
by the Company or its subsidiaries and the
optionee of all federal, state, local or
other income, excise or employment taxes or
tax withholding requirements applicable to
the exercise of the option or the later
disposition of the shares of stock thereby
acquired. Such arrangements shall include,
without limitation, the right of the Company
or any subsidiary thereof to deduct or
withhold in the form of cash or, if permitted
by law, shares of stock from any transfer or
payment to an optionee or, if permitted by
law, to receive transfers of shares of stock
or other property from the optionee, in such
amount or amounts deemed required or
appropriate by the Committee in its
discretion. Any shares of stock issued
pursuant to the exercise of an option and
transferred by the optionee to the Company
for purposes of satisfying any withholding
obligation shall not again be available for
purposes of the Plan.
vi. COVENANTS OF THE COMPANY.
(1) During the terms of the options granted
under the 1993 Employee Plan, the Company
shall keep available at all times the number
of shares of stock required to satisfy such
options.
(2) The Company shall seek to obtain from
each regulatory commission or agency having
jurisdiction over the 1993 Employee Plan or
the Company such authority as may be required
to issue and sell shares of stock upon
exercise of the options granted under the
1993 Employee Plan; provided, however, that
this undertaking shall not
20
<PAGE> 9
require the Company to register under the
Securities Act of 1933, as amended, either
the 1993 Employee Plan, any option granted
under the 1993 Employee Plan or any stock
issued or issuable pursuant to any such
option or grant. If the Company is unable to
obtain from any such regulatory commission or
agency the authority which counsel for the
Company deems necessary for the lawful
issuance and sale of stock under the 1993
Employee Plan, the Company shall be relieved
from any liability for failure to issue and
sell stock upon grant or upon exercise of
such options unless and until such authority
is obtained.
(3) The Company shall indemnify and hold
harmless the members of the Committee in any
action brought against any member in
connection with the administration of the
1993 Employee Plan to the maximum extent
permitted by then applicable law, except in
the case of willful misconduct or gross
misfeasance by such member in connection with
the 1993 Employee Plan and its
administration.
vii. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted under the
1993 Employee Plan shall constitute general funds of the Company.
viii. MISCELLANEOUS.
(1) Neither an optionee nor any person to
whom an option is transferred under
subparagraph 5(e) shall be deemed to be the
holder of, or to have any of the rights of a
holder with respect to, any shares subject to
such option unless and until such person has
satisfied all requirements for exercise of
the option pursuant to its terms.
(2) Nothing contained in the 1993 Employee
Plan, or in any option granted pursuant to
the 1993 Employee Plan, shall obligate the
Company or any of its subsidiaries to employ
any employee for any period or interfere in
any way with the right of the Company or any
of its subsidiaries to reduce the
compensation of any employee.
ix. ADJUSTMENTS UPON CHANGES IN STOCK.
If the outstanding shares of the stock of the Company are increased,
decreased, or changed into, or exchanged for a different number or kind of
shares or
21
<PAGE> 10
securities of the Company, without receipt of consideration by the Company,
through reorganization, merger, recapitalization, reclassification, stock
split, stock dividend, stock consolidation, or otherwise, an appropriate and
proportionate adjustment shall be made in the number and kind of shares as to
which options may be granted. A corresponding adjustment changing the number
or kind of shares and the exercise price per share allocated to unexercised
options, or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an outstanding
option shall be made without change in the total price applicable to the
unexercised portion of the option but with a corresponding adjustment in the
price for each share subject to the option. Adjustments under this section
shall be made by the 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 under the 1993 Employee Plan on account of any
such adjustment.
x. TERMINATING EVENTS.
Not less than thirty (30) days prior to the dissolution or liquidation
of the Company, or a reorganization, merger, or consolidation of the Company
with one or more corporations as a result of which the Company will not be the
surviving or resulting corporation, or a sale of substantially all the assets
of the Company to another person, or a reverse merger in which the Company is
the surviving corporation but the shares of the Company's stock outstanding
immediately preceding the merger are converted by virtue of the merger into
other property (a "Terminating Event"), the Committee shall notify each
optionee of the pendency of the Terminating Event. Upon delivery of said
notice, any option granted prior to the Terminating Event shall be,
notwithstanding the provisions of paragraph 5 hereof, exercisable in full and
not only as to those shares with respect to which installments, if any, have
then accrued, subject, however, to earlier expiration or termination as
provided elsewhere in the 1993 Employee Plan. Upon the date thirty (30) days
after delivery of said notice, any option or portion thereof not exercised
shall terminate, and upon the effective date of the Terminating Event, the 1993
Employee Plan shall terminate, unless provision is made in connection with the
Terminating Event for assumption of options theretofore granted, or
substitution for such options of new options covering stock of a successor
employer corporation, or a parent or subsidiary corporation thereof, solely at
the option of such successor corporation or parent or subsidiary corporation,
with appropriate adjustments as to number and kind of shares and prices.
xi. AMENDMENT OF THE 1993 EMPLOYEE PLAN.
(1) The Committee, at any time, and from time
to time, may amend the 1993 Employee Plan.
However, except as provided in paragraph 9
relating to adjustments upon changes in
stock, no amendment shall be effective unless
approved by the affirmative vote of a
majority of the shares of the Company
present, or represented, and entitled to vote
at a duly held meeting at which a quorum is
present or by
22
<PAGE> 11
the written consent of the holders of a
majority of the outstanding shares of the
Company entitled to vote, where the amendment
will:
(a) Materially increase the number of
shares reserved for options under
the 1993 Employee Plan;
(b) Materially modify the requirements
as to eligibility for participation
in the 1993 Employee Plan; or
(c) Materially increase the benefits
accruing to participants under the
1993 Employee Plan;
provided, however, that approval at a meeting or by written consent need not be
obtained or may be obtained by a lesser degree of shareholder approval if the
Committee determines, in its discretion after consultation with the Company's
legal counsel, that such approval is not required under, or such lesser degree
of shareholder approval will comply with, all applicable laws, including Rule
16b-3 promulgated pursuant to the 1934 Act, and will not adversely affect the
qualification of the 1993 Employee Plan under Section 422A of the Code. It is
expressly contemplated that the Committee, in its sole discretion, may amend
the 1993 Employee Plan in any respect the Committee deems necessary or
advisable to provide optionees with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder relating to incentive stock options and/or to bring the 1993
Employee Plan and/or options granted under it into compliance therewith.
(2) Rights and obligations under any option
granted pursuant to the 1993 Employee Plan,
while the 1993 Employee Plan is in effect,
shall not be altered or impaired by
suspension or termination of the 1993
Employee Plan, except with the consent of the
person to whom the stock or option was
granted.
xii. TERMINATION OR SUSPENSION OF THE 1993
EMPLOYEE PLAN.
(1) The Committee may suspend or terminate
the 1993 Employee Plan at any time. Unless
sooner terminated, the 1993 Employee Plan
shall terminate ten years from the Effective
Date (as defined in paragraph 13) of the 1993
Employee Plan. No options may be granted
under the 1993 Employee Plan while the 1993
Employee Plan is suspended or after it is
terminated.
(2) Rights and obligations under any option
granted pursuant to the 1993 Employee
Plan, while the 1993
23
<PAGE> 12
Employee Plan is in effect, shall not be
altered or impaired by suspension or
termination of the 1993 Employee Plan, except
with the consent of the person to whom the
stock or option was granted.
xiii. EFFECTIVE DATE OF PLAN.
The 1993 Employee Plan shall become effective on October 27, 1993,
1993 (the "Effective Date") but no options granted under the 1993 Employee Plan
shall be exercised unless and until the 1993 Employee Plan has 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, and, if required, an
appropriate permit has been issued by the appropriate state securities
authorities and approval has been obtained from the appropriate federal or
state and/or federal regulatory authorities.
24
<PAGE> 1
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
25
<PAGE> 2
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.
26
<PAGE> 3
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,
27
<PAGE> 4
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
28
<PAGE> 5
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.
29
<PAGE> 6
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;
30
<PAGE> 7
(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
31
<PAGE> 8
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
32
<PAGE> 9
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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EXHIBIT 4(C)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMPANY'S 1993
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 1993 Employee
Stock Option Plan (the "1993 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").
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EXHIBIT 5
CU BANCORP
16030 Ventura Boulevard
Encino, California 91436
February 2, 1997
CU Bancorp
16030 Ventura Blvd.
Encino, CA 91436
Re: CU Bancorp Form S-8
Ladies and Gentlemen:
The undersigned renders this opinion as counsel to you in connection
with the issuance of up to 400,000 shares of Common Stock of CU Bancorp under
the CU Bancorp 1993 Employee Stock Option Plan.
In connection with this opinion, the undersigned has examined such
records and documents as are necessary and appropriate, including but not
limited to the following:
1. Minutes of the Board of Directors of CU Bancorp;
2. Articles and Bylaws of CU Bancorp.
Based upon the undersigned's review of the records and
documents, and such other matters as deemed reasonable and appropriate, and in
consideration of applicable laws, I am of the opinion that the shares to be
issued by CU Bancorp have been duly authorized and when issued and paid in
accordance with the terms of the CU Bancorp 1993 Employee Stock Option Plan,
will be legally issued, fully paid and non assessable, and free of preemptive
rights.
This opinion is qualified in its entirety by reference to the law and
the facts as of the date hereof.
As to matters noted, I have relied on information provided by CU
Bancorp in preparing this opinion. I am qualified to practice law in the state
of California only and do not purport to express any opinion on the law of any
state other then California and the federal law of the United States of
America. This opinion is limited to the matters expressly set forth herein,
and no opinion is implied or may be inferred beyond the matters expressly
stated herein.
I consent to the use of my name under the caption "Legal Matters".
Very truly yours,
Anita Y. Wolman, Esq.
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EXHIBIT 24(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-8 of our reports dated
January 19, 1996, and January 26, 1996 included in CU Bancorp's report on Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this Registration Statement.
Arthur Andersen LLP
Los Angeles, California
February 5, 1997
37
