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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 Identification Number)
or organization)
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 1996 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 Amount to be Proposed maximum Proposed maximum Amount of
class of registered(1) offering price aggregate registration fee
securities to be per unit (2) offering price
registered (3)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 750,000 $12.50 $9,375,000 $2,840.91
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 5 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 1996 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
750,000 SHARES OF COMMON STOCK
16030 Ventura Boulevard
Encino, California 91436-4487
(818) 907-9122
The Prospectus relates to up to 750,000 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 750,000 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 5, 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 5, 1997.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information ...................................................................... 4
Selling Security Holders .................................................................... 4
Plan of Distribution ........................................................................ 4
Description of Common Stock ................................................................. 7
Incorporation of Certain Documents by Reference ............................................. 8
</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
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
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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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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, Definitive Proxy Statement dated June 10, 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 ended March 31, 1996 and
June 30, Definitive Proxy Statement dated June 10, 1996 (contained in
Registration Statement on Form S-4 dated June 10, 1996 - Registration Number
333-02777), and the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996 (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
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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.
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.
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(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 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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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 5, 1997.
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.
Signatures Title
---------- -----
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
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S/S
- --------------------------- Director, Vice Chairman
James P. Staes
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
EXHIBIT Numbered
NO. Exhibit Page
- ---------- ------- -----------
<S> <C> <C>
4(A) CU Bancorp 1996 Employee Stock Option Plan 13
4(B) Copy of Non-Qualified Stock Option Agreement 23
under CU Bancorp 1996 Employee Stock Option
Plan
4(C) Copy of Incentive Stock Option Agreement under 28
CU Bancorp 1996 Employee Stock Option Plan.
5 Opinion of Anita Wolman, Esq. 34
24(A) Consent of Arthur Andersen LLP. 35
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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EXHIBIT 4(a)
CU BANCORP
1996 EMPLOYEE STOCK OPTION PLAN
Adopted April 16, 1996
Approved by the Shareholders on July 18, 1996
1. PURPOSE.
(a) The purpose of the CU Bancorp 1996 Employee
Stock Option Plan (the "1996 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 1996 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.
(b) The Company, by means of the 1996 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.
(c) The Company intends that the options issued
under the 1996 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.
2. ADMINISTRATION.
(a) The 1996 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
"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 1996 Employee
Plan, the powers set forth in subparagraph 2(b), subject, however, to such
resolutions, not inconsistent with the
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provisions of the 1996 Employee Plan, as may be adopted from time to time by
the Board. Any action of the Committee with respect to administration of the
1996 Employee Plan shall be taken pursuant to a majority vote or to the
unanimous written consent of its members.
(b) The Committee shall have the power, subject
to, and within the limitations of, the express provisions of the 1996 Employee
Plan:
(i) To determine from time to time which
of the persons eligible under the 1996 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 1996 Employee Plan; and the number of shares for
which an option shall be granted to each such person.
(ii) 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).
(iii) To construe and interpret the 1996
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 1996 Employee Plan or in any option agreement in a manner and to the extent
it shall deem necessary or expedient to make the 1996 Employee Plan fully
effective.
(iv) 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 1996 Employee Plan and the grant and
substitution therefor of new options under the 1996 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.
(v) Generally, to exercise such powers
and to perform such acts as it deems necessary or expedient to promote the best
interests of the Company.
(c) 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 1996 Employee Plan.
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(d) The determinations of the Committee on
matters referred to in this paragraph 2 shall be final and conclusive.
3. SHARES SUBJECT TO THE 1996 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 1996 Employee Plan shall not exceed the aggregate of
375,000 shares of the Company's common stock. If any option granted under the
1996 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 1996 Employee Plan.
4. ELIGIBILITY.
(a) 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.
(b) 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
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 1996 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.
5. 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:
(a) 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 1996 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
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<PAGE> 4
any of its affiliates shall expire not later than five (5) years from the date
of grant. For purposes of the 1996 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.
(b) None of the options will be exercisable
during the first 12 months from the date of the grant. Each option shall vest
and 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
vesting 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.
(c) 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.
(d) 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
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<PAGE> 5
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 documentation that such person or persons have
the full legal right and power to exercise the option on behalf of and for the
optionee.
(e) 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.
(f) 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.
(g) 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 vested
installments (in accordance with Section 5(b)), if any, had accrued as of the
date on which the optionee ceased to be employed by the Company or its
subsidiaries, unless:
(i) 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 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;
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<PAGE> 6
(ii) 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;
(iii) 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
(iv) 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.
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.
(h) 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.
(i) 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
18
<PAGE> 7
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.
6. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under
the 1996 Employee Plan, the Company shall keep available at all times the
number of shares of stock required to satisfy such options.
(b) The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the 1996 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 1996 Employee Plan;
provided, however, that this undertaking shall not require the Company to
register under the Securities Act of 1933, as amended, either the 1996 Employee
Plan, any option granted under the 1996 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 1996 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.
(c) 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 1996 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 1996
Employee Plan and its administration.
7. USE OF PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to options granted
under the 1996 Employee Plan shall constitute general funds of the Company.
8. MISCELLANEOUS.
(a) 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.
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<PAGE> 8
(b) Nothing contained in the 1996 Employee Plan,
or in any option granted pursuant to the 1996 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.
9. 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 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 1996 Employee Plan on account of any such adjustment.
10. 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 vested installments, if any,
have then accrued, subject, however, to earlier expiration or termination as
provided elsewhere in the 1996 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 1996
20
<PAGE> 9
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 with 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.
11. AMENDMENT OF THE 1996 Employee Plan.
(a) The Committee, at any time, and from time to
time, may amend the 1996 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 the written consent of the
holders of a majority of the outstanding shares of the Company entitled to
vote, where the amendment will:
(i) Materially increase the number of
shares reserved for options under the 1996 Employee Plan;
(ii) Materially modify the requirements
as to eligibility for participation in the 1996 Employee Plan; or
(iii) Materially increase the benefits
accruing to participants under the 1996 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 1996 Employee Plan under Section 422 of the Code. It is
expressly contemplated that the Committee, in its sole discretion, may amend
the 1996 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 1996
Employee Plan and/or options granted under it into compliance therewith.
(b) Rights and obligations under any option
granted pursuant to the 1996 Employee Plan, while the 1996 Employee Plan is in
effect, shall not be altered or impaired by suspension or termination of the
1996 Employee Plan, except with the consent of the person to whom the stock or
option was granted.
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<PAGE> 10
12. TERMINATION OR SUSPENSION OF THE 1996 Employee Plan.
(a) The Committee may suspend or terminate the
1996 Employee Plan at any time. Unless sooner terminated, the 1996 Employee
Plan shall terminate ten years from the Effective Date (as defined in paragraph
13) of the 1996 Employee Plan. No options may be granted under the 1996
Employee Plan while the 1996 Employee Plan is suspended or after it is
terminated.
(b) Rights and obligations under any option
granted pursuant to the 1996 Employee Plan, while the 1996 Employee Plan is in
effect, shall not be altered or impaired by suspension or termination of the
1996 Employee Plan, except with the consent of the person to whom the stock or
option was granted.
13. EFFECTIVE DATE OF PLAN.
The 1996 Employee Plan shall become effective on
________________, 1996, (the "Effective Date") but no options granted under the
1996 Employee Plan shall be exercised unless and until the 1996 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.
22
<PAGE> 1
EXHIBIT 4(b)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMPANY'S 1996
EMPLOYEE STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE AFFIRMATIVE
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY PRESENT, OR
REPRESENTED, AND ENTITLED TO VOTE AT A DULY HELD MEETING AT WHICH A QUORUM IS
PRESENT OR BY THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF THE COMPANY ENTITLED TO VOTE.
CU BANCORP
NON-QUALIFIED STOCK OPTION
(EMPLOYEE)
______________________, Optionee:
CU Bancorp (the "Company"), pursuant to its 1996 Employee
Stock Option Plan (the " 1996 Employee Plan"), has this day granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Common Stock"). This option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
The details of your option are as follows:
1. The total number of shares subject to this option is
_________________________. None of the options will be exercisable during the
first 12 months from the date of the grant. Each option shall become vested
and exercisable in the following four cumulative annual installments: 25% on
the first anniversary date of the grant; an additional 25% on the second
anniversary date of the grant; an additional 25% on the third anniversary date
of the grant; and the last 25% on the fourth anniversary date of the grant.
From time to time during each of such installment periods, the option may be
exercised with respect to some or all of the shares allotted to that period,
and/or with respect to some or all of the shares allotted to any prior period
as to which the option was not fully exercised. During the remainder of the
term of the option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the option.
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<PAGE> 2
2. (i) The exercise price of this option is
______________________________ ($__________) per share, which is not less than
the fair market value of the Common Stock on the date of the grant of this
option.
(a) The exercise price per share shall be paid upon
exercise of all or any part of each installment which has become exercisable by
you at the time the option is exercised in cash or check payable to the order of
the Company, in whole shares of stock of the Company owned by the Optionee
having a fair market value on the exercise date equal to the option price for
the shares being purchased, or a combination of stock and cash or check payable
to the order of the Company, equal in the aggregate to the option price for the
shares being purchased.
3. The minimum number of shares with respect to which
this option may be exercised at any one time is ten (10) except as to an
installment subject to exercise, as set forth in paragraph 1, which amounts to
fewer than ten (10) shares, in which case, as to the exercise of that
installment, the number of shares in such installment shall be the minimum
number of shares.
4. The Company may require any optionee, or any person
to whom an option is transferred under paragraph 7, as a condition of
exercising the option, to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the option for such
person's own account and not with any present intention of selling or otherwise
distributing the stock; provided, however, that the requirement of providing
such written assurances, and any assurances given pursuant to the requirement,
shall be inoperative if (i) the shares issuable upon exercise of this option
are then registered or qualified under the then applicable federal or state
securities laws, or (ii) a determination is made by counsel for the Company
that such assurances are not required in the circumstances under the then
applicable federal or state securities laws.
5. The term of this option commences on the date hereof
and, unless sooner terminated as set forth below or in the 1996 Employee Plan,
terminates on the date which is ten (10) years from the date of the grant as
defined in the 1996 Employee Plan. This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination of
your employment with the Company and its subsidiaries for any reason, unless
(a) such termination of employment is due to your permanent and total
disability (within the meaning of Section 22(e)(3) of the Code), in which case
the option shall terminate on the earlier of (i) the date which is ten (10)
years from the date of the grant as defined in the 1996 Employee Plan or (ii)
the later of (A) the date which is one (1) year after such
24
<PAGE> 3
termination of employment or (B) in the event you die during the period
specified in (A) following such termination of employment, one (1) year
following the date of your death; (b) such termination of employment is due to
your death, in which case the option shall terminate on the earlier of the date
which is ten (10) years from the date of the grant as defined in the 1996
Employee Plan or the date which is one (1) year after your death; or (c) such
termination of employment is for cause (as defined in the 1996 Employee Plan)
whereupon this option terminates immediately unless such option termination is
waived by the Company. However, in any and all circumstances, this option may
be exercised following termination of employment only as to that number of
shares as to which it was exercisable on the date of termination of employment
under the provisions of paragraph 1 of this option.
6. This option may be exercised, to the extent specified
above, by delivering ten (10) days' written notice of exercise together with
the exercise price to the Secretary of the Company, or to such other person as
the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to paragraph 4.
7. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you.
8. Any notices provided for in this option or the 1996
Employee Plan shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by the Company to you, five
(5) days after deposit in the United States mail, postage prepaid, addressed to
you at the address specified below or at such other address as you hereafter
designate by written notice to the Company.
9. This option is subject to all the provisions of the
1996 Employee Plan, a copy of which is attached hereto, and its provisions are
hereby made a part of this option, including without limitation, the provisions
of paragraph 5 of the 1996 Employee Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the 1996 Employee
Plan. In the event of any conflict between the provisions of this option and
those of the 1996 Employee Plan, the provisions of the 1996 Employee Plan shall
control.
10. The Company is not providing you with advice,
warranties, or representations regarding any of the legal or tax effects to you
with respect to this grant. You are encouraged to seek legal and tax advice
from your own legal and tax advisers as soon as possible.
11. By accepting this grant and the shares of Common
Stock covered thereby, and by signing this instrument, you acknowledge that you
are
25
<PAGE> 4
familiar with the terms of the grant and the 1996 Employee Plan, that you have
been encouraged by the Company to discuss the grant and the 1996 Employee Plan
with your own legal and tax advisers, and that you agree to be bound by the
terms of the grant and the 1996 Employee Plan.
12. Optionee acknowledges that federal and state income
and payroll tax apply upon exercise of this option. Optionee agrees that such
withholding may be accomplished with respect to the cash compensation (if any)
due the optionee from the Company. If withholding pursuant to the foregoing
sentence is insufficient (in the sole judgment of the Company) to satisfy the
full withholding obligation, optionee agrees that at the election of the
Company either: (a) optionee will pay over to the Company the amount of cash
or, if acceptable to the Company, property with a value necessary to satisfy
such remaining withholding obligation on the date the option is exercised or at
a time thereafter specified in writing by the Company; or (b) the Company may
withhold an amount of optioned shares equal in value (as of the date of option
exercise) to the amount of the remaining withholding obligation. Upon due
notice from Optionee, the Company may satisfy the entire withholding obligation
by withholding shares as provided in (b) above in lieu of withholding from the
Optionee's cash contribution.
Dated this ______ day of _____________, 19__.
Very truly yours,
CU Bancorp
By____________________________
Duly authorized on behalf of
the Board of Directors
The undersigned:
(a) Acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to this option are set
forth in the option and the 1996 Employee Plan; and
(b) Acknowledges that as of the date of grant of this
option, it sets forth the entire understanding between the undersigned optionee
and the Company regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject.
______________________________
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<PAGE> 5
Optionee
Address: ______________________________
______________________________
Attachments:
CU Bancorp 1996 Employee Stock Option Plan
27
<PAGE> 1
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 1996
EMPLOYEE STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE AFFIRMATIVE
VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY PRESENT, OR
REPRESENTED, AND ENTITLED TO VOTE AT A DULY HELD MEETING AT WHICH A QUORUM IS
PRESENT OR BY THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF THE COMPANY ENTITLED TO VOTE.
CU BANCORP
INCENTIVE STOCK OPTION
(EMPLOYEE)
____________________________, Optionee:
CU Bancorp (the "Company"), pursuant to its 1996 Employee
Stock Option Plan (the "1996 Employee Plan"), has this day granted to you, the
optionee named above, an option to purchase shares of the common stock of the
Company ("Common Stock"). This option is intended to qualify as an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code of
1986 as amended (the "Code").
The details of your option are as follows:
1. The total number of shares subject to this option is
________________________. None of the options will be exercisable during the
first 12 months from the date of the grant. Each option shall become vested
and exercisable in the following four cumulative annual installments: 25% on
the first anniversary date of the grant; an additional 25% on the second
anniversary date of the grant; an additional 25% on the third anniversary date
of the grant; and the last 25% on the fourth anniversary date of the grant.
From time to time during each of such installment periods, the option may be
exercised with respect to some or all of the shares allotted to that period,
and/or with respect to some or all of the shares allotted to any prior period
as to which the option was not fully exercised. During the remainder of the
term of the option (if its term extends beyond the end of the installment
periods), the option may be exercised from time to time with respect to any
shares then remaining subject to the option.
28
<PAGE> 2
2. (i) The exercise price of this option is
____________________________ ($____________) per share, which is not less than
the fair market value of the Common Stock on the date of 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.
(a) The exercise price per share shall be paid upon
exercise of all or any part of each installment which has become exercisable by
you in cash or check payable to the order of the Company, in whole shares of
stock of the Company owned by the Optionee having a fair market value on the
exercise date equal to the option price for the shares being purchased, or a
combination of stock and cash or check payable to the order of the Company,
equal in the aggregate to the option price for the shares being purchased.
3. The minimum number of shares with respect to which
this option may be exercised at any one time is ten (10) except as to an
installment subject to exercise, as set forth in paragraph 1, which amounts to
fewer than ten (10) shares, in which case, as to the exercise of that
installment, the number of shares in such installment shall be the minimum
number of shares.
4. The Company may require any optionee, or any person
to whom an option is transferred under paragraph 7, as a condition of
exercising the option, to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the option for such
person's own account and not with any present intention of selling or otherwise
distributing the stock; provided, however, that the requirement of providing
such written assurances, and any assurances given pursuant to the requirement,
shall be inoperative if (i) the shares issuable upon exercise of this option
are then registered or qualified under the then applicable federal or state
securities laws, or (ii) a determination is made by counsel for the Company
that such assurances are not required in the circumstances under the then
applicable federal or state securities laws.
5. The term of this option commences on the date hereof
and, unless sooner terminated as set forth below or in the 1996 Employee Plan,
terminates on the date which is ten (10) years from the date of the grant as
defined in the 1996 Employee Plan. This option shall terminate prior to the
expiration of its term as follows: three (3) months after the termination of
your employment with the Company, and its subsidiaries for any
29
<PAGE> 3
reason, unless (a) such termination of employment is due to your permanent and
total disability (within the meaning of Section 22(e)(3) of the Code), in which
case the option shall terminate on the earlier of (i) the date which is ten
(10) years from the date of the grant as defined in the 1996 Employee Plan or
(ii) the later of (A) the date which is one (1) year after such termination of
employment or (B) in the event you die during the period specified in (A)
following such termination of employment, one (1) year following the date of
your death; (b) such termination of employment is due to your death, in which
case the option shall terminate on the earlier of the date which is ten (10)
years from the date of the grant as defined in the 1996 Employee Plan or the
date which is one (1) year after your death; or (c) termination of employment
is for cause (as defined in the 1996 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
vested and exercisable on the date of termination of employment under the
provisions of paragraph 1 of this option.
6. This option may be exercised, to the extent specified
above, by delivering ten (10) days written notice of exercise together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to paragraph 4.
7. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you.
8. Any notices provided for in this option or the 1996
Employee Plan shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by the Company to you, five
(5) days after deposit in the United States mail, postage prepaid, addressed to
you at the address specified below or at such other address as you hereafter
designate by written notice to the Company.
9. This option is subject to all the provisions of the
1996 Employee Plan, a copy of which is attached hereto, and its provisions are
hereby made a part of this option, including without limitation, the provisions
of paragraph 5 of the 1996 Employee Plan relating to option provisions, and is
further subject to all interpretations, amendments, rules and regulations which
may from time to time be promulgated and adopted pursuant to the 1996
30
<PAGE> 4
Employee Plan. In the event of any conflict between the provisions of this
option and those of the 1996 Employee Plan, the provisions of the 1996 Employee
Plan shall control.
10. The Company is not providing you with advice,
warranties, or representations regarding any of the legal or tax effects to you
with respect to this grant. You are encouraged to seek legal and tax advice
from your own legal and tax advisers as soon as possible.
11. By accepting this grant and the shares of Common
Stock covered thereby and by signing this instrument, you acknowledge that you
are familiar with the terms of the grant and the 1996 Employee Plan, that you
have been encouraged by the Company to discuss the grant and the 1996 Employee
Plan with your own legal and tax advisers, and that you agree to be bound by
the terms of the grant and the 1996 Employee Plan.
12. Optionee acknowledges that federal and state income
and payroll tax 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
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<PAGE> 5
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,
CU Bancorp
By____________________________
Duly authorized on behalf of
the Board of Directors
The undersigned:
(a) Acknowledges receipt of the foregoing option and
understands that all rights and liabilities with respect to this option are set
forth in the option and the 1996 Employee Plan; and
(b) Acknowledges that as of the date of grant of this
option, it sets forth the entire understanding between the undersigned optionee
and the Company 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 1996 Employee Stock Option Plan
32
<PAGE> 1
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 750,000 shares of Common Stock of CU Bancorp under
the CU Bancorp 1996 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 Bancrop have been duly authorized and when issued and paid in
accordance with the terms of the CU Bancorp 1996 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
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