<PAGE>
As filed with the Securities and Exchange Commission on August 20, 1996
Registration No. _______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
First Regional Bancorp
(Exact name of registrant as specified in its charter)
California 95-3582843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 Century Park East
Century City, California 90067
(310) 552-1776
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________________
First Regional Bancorp 1991 Stock Option Plan
(Full title of the Plan)
Thomas E. McCullough
Chief Financial Officer
First Regional Bancorp
1801 Century Park East
Century City, California 90067
(310) 552-1776
(Name, address, including zip code, and telephone number, including area code of
agent for service)
_________________________
Copies to:
Gary M. Horgan, Esq.
Horgan, Rosen, Beckham & Coren
21700 Oxnard Street, Suite 1400
Los Angeles, CA 91365
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of Securities to Proposed Proposed
be Registered Amount to be Maximum Maximum Amount of
Registered Offering Price Per Aggregate Registration Fee
Share Offering Price
========================================================================================================
<S> <C> <C> <C> <C>
Common Stock (no 350,000 Shares $5.50 /1/ $1,837,500 $664.00
par value per share)
- -------------------------------------------------------------------------------------------------------
</TABLE>
________________________
/1/ Estimated solely for the purpose of determining the amount of the
registration fee on the basis of the average of the high and the low prices of
the Common Stock, no par value per share, of First Regional Bancorp within five
(5) business days prior to the date of filing in accordance with Securities Act
Rule 457(c).
<PAGE>
PROSPECTUS
FIRST REGIONAL BANCORP
COMMON STOCK, NO PAR VALUE PER SHARE
350,000 Shares of Common Stock
This Prospectus (the "Prospectus") covers the resale by officers or
directors (the "Selling Stockholders") of First Regional Bancorp (the
"Company"), of shares of the Company's common stock, no par value per share (the
"Common Stock"), acquired pursuant to those certain stock option agreements
executed by and between the Company and the Selling Stockholders (the "Stock
Option Agreement") in connection with the First Regional Bancorp 1991 Stock
Option Plan (the "Plan").
The Selling Stockholders may offer shares of Common Stock from time to
time to purchasers directly or through underwriters, dealers or agents. Such
shares of Common Stock may be sold at market prices prevailing at the time of
sale or at negotiated prices.
The Common Stock is traded on the over-the-counter market through the
National Association of Securities Dealers Automated Quotation System under the
trading symbol FRGB. The last sale price for the Common Stock as so reported was
on or about August 16, 1996 and was $5.50 per share. The Company will not
receive any of the proceeds from the sale of shares of Common Stock by the
Selling Stockholders. The address of the principal executive offices of the
Company is 1801 Century Park East, Century City, California 90067 and its
telephone number is (310) 552-1776.
SEE "RISK FACTORS" AT PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________
No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Company or any Selling Stockholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
______________________________________________________________
The date of this Prospectus is August 20, 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission's
regional offices at 7 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 materials can also be obtained upon written request
addressed to the Commission, Public Reference Branch, 450 Fifth Street, N.W.
Washington, D.C. 20549, at prescribed rates. Upon request, and when suitable
arrangements can be made, such records may be sent to any other Commission
office for inspection, including the Pacific Regional Office, 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, California 90036. Electronic filings made
through the Electronic Data Gathering, Analysis, and Retrieval system are
available through the Commission's Web site (http://www.sec.gov). The Company's
securities are not listed on any exchange. Such reports and other information
concerning the Company can be inspected at the offices of the Company at 1801
Century Park East, Century City, California 90067.
The Company has filed with the Commission a registration statement
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract, agreement
or the document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. Items and information omitted from
this Prospectus but contained in the Registration Statement may be inspected and
copied at the Public Reference Facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission pursuant to the applicable statutes are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(4) The description of the Company's Common Stock which is contained
in its Registration Statement on Form 10 (File No. 0-10232) dated March, 1982,
filed under the Securities Exchange Act of 1934 (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
2
<PAGE>
The Company will provide, without charge, to each person to whom copy
of this Prospectus is delivered, on written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to the Company's Executive Offices at 1801 Century Park East, Century
City, California 90067, (310) 552-1776.
Until (date 40 days after effective date) all dealers effecting
---------------------------------
transactions in the registered securities, whether or not participating in
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
______________________
RISK FACTORS
Prospective investors should carefully consider the following risk
factors as well as the other information contained or incorporated by reference
in this Prospectus before purchasing shares offered hereby.
Adverse Economic and Other Conditions. Commencing in 1990 and
continuing to date, the California economy has been impacted by the economic
recession which as affected many regions of the United States during this period
and, in Southern California, by certain acts of nature. While economic reports
indicate an improvement in the Southern California economy, a worsening of
current economic conditions, could have an adverse effect on the Company's
business, including the demand for new loans, refinancing activity, the ability
of borrowers to repay outstanding loans and the value of the collateral securing
such loans. The profitability of the Company may be impaired by adverse changes
in local and regional economic conditions which affect the areas in which the
Company does business or by acts of nature (including earthquakes, which may
cause uninsured damage and other loss of value to real estate that secures the
Company's loans) in those areas. Such events could also have a significant
adverse impact on the value of such collateral or the Company's earnings.
Custodial Accounts. First Regional Bank, the wholly-owned subsidiary
and major asset of Company (the "Bank"), and Transcorp Pension Services, Inc.
("Transcorp") are parties to an Agreement under which the Bank acts as custodian
for self-directed individual retirement accounts and simplified employee pension
retirement plans. Transcorp acts as administrator for these same accounts and
plans. Deposits related to these accounts and plans represented approximately
57% and 63% of the Bank's total deposits as of December 31, 1995 and 1994,
respectively. The Agreement between the Bank and Transcorp provides that either
party may terminate the relationship on not less than thirty (30) days prior
written notice. If the relationship is terminated, the Transcorp related
deposits may be withdrawn from the Bank in substantially equal monthly
increments over a twenty-four (24) month period. If this were to occur, the
Bank's liquidity would be impacted negatively and the Bank would be required to
either substantially reduce its earning assets in order to fund the deposit
withdrawals, or it would need to seek additional sources of funding, which may
be available only at substantially higher interest rates than the amounts being
paid in relation to the Transcorp deposits. Such an occurrence would most likely
have a significant negative impact on the Bank's earnings.
Concentration on Real Estate Related Loans. The Bank's lending is
concentrated in real estate in Southern California. In the recent past, this
area experienced adverse economic conditions, including declining real estate
values. Further declines in the local economy or in real estate values may
result in increased losses that cannot reasonably be predicted at this date. In
addition, should a higher interest rate environment develop, real estate related
loan demand could diminish which could also have an adverse impact on the Bank's
earnings.
3
<PAGE>
Government Regulation; Dividend Restrictions. The Company and the Bank
are subject to extensive federal and state governmental supervision, regulation
and control, and future legislation and government policy could adversely affect
the financial industry. The full impact of such legislation and regulation
cannot be predicted, and future changes may alter the structure and competitive
relationship among financial institutions. In addition, federal regulatory
authorities have the power in certain circumstances to prohibit dividends and
other payments from the Bank to the Company, although this has not happened to
date. Under federal law and regulations promulgated by the California
Superintendent of Banks (the "Superintendent"), the ability of state banking
corporations, like the Bank, to pay dividends is limited. Capital distributions
from the Bank would be prohibited, with limited exceptions, if the Bank were
categorized as "undercapitalized" under applicable federal regulations, and
payments of interest and principal on subordinated debt of the Bank could be
restricted or prohibited, with some exceptions, if the Bank were categorized as
"critically undercapitalized" under applicable federal regulations. Further, the
Superintendent and applicable federal regulators have the authority to prohibit
the payment of dividends by the Bank if it finds that such payment would
constitute an unsafe or unsound practice. The Bank paid no dividends to the
Company in 1995, 1994 or 1993. The Company has never paid cash dividends on its
Common Stock and does not anticipate paying cash dividends on such stock in the
foreseeable future.
Capital Standards. The federal banking agencies have risk-based
capital adequacy guidelines intended to provide a measure of capital adequacy
that reflects the degree of risk associated with a banking organization's
operations for both transactions reported on the balance sheet as assets and
transaction, such as letters of credit and recourse arrangements, which are
recorded as off-balance sheet items. In determining the capital level the Bank
is required to maintain, the FDIC does not, in all respects, follow generally
accepted accounting principals ("GAAP") and has special rules which have the
effect of reducing the amount of capital it will recognize for purposes of
determining the capital adequacy of the Bank. Future changes in FDIC regulations
or practices could increase the capital level the Bank is required to maintain
or further reduce the amount of capital recognized for purposes of capital
adequacy. Such change could affect the ability of the Company to grow and could
restrict the amount of profits, if any, available for the payment of dividends.
Competition. The Company faces strong competition both in attracting
deposits and in making loans. The Company's competition in making loans comes
principally from commercial banks, savings and loan associations, mortgage
companies, and to a lesser degree, thrift and loan companies, credit unions and
insurance companies. Many of the nation's largest commercial banks and savings
and loan associations have a significant number of branch offices in the areas
in which the Company conducts operations. By virtue of their larger capital
base, many of the commercial banks and savings and loan associations with which
the Company competes have significantly greater lending limits than the Bank and
perform other services for their customers which the Bank can offer only through
correspondents or other vendors, if at all. Deregulation of the banking industry
and increased competition from nonbank entities for the cash balances of
individuals and businesses have had and will continue to have a significant
impact on the competitive position of the Bank. Competition for loans tends to
increase during periods of low interest rates. Among the advantages of the
larger of these institutions are their ability to make larger loans, finance
extensive advertising campaigns, access international money markets and
generally allocate their investment assets to regions of highest yield and
demand. Management believes that its most direct competition for deposits comes
from commercial banks, stock brokerage firms, savings and loan associations,
thrift and loan companies and credit unions. Additional significant competition
for deposits may be expected to arise from corporate and governmental debt
securities, as well as money market mutual funds.
Limited Trading Market for Common Stock. While the Common Stock has
been publicly traded since 1982, trading activity has been limited and it is not
likely that an active public market will develop for the Common Stock in the
foreseeable future. Even moderate numbers of shares sold in the public market
have caused price fluctuations.
4
<PAGE>
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from the
sale of the shares of Common Stock owned by the Selling Stockholder and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.
SELLING SECURITY HOLDERS
The Common Stock covered by this Prospectus is being offered by the
Selling Stockholders identified in the table below. The shares of Common Stock
have been acquired by the Selling Stockholders pursuant to the Stock Option
Agreements with the Company. The following sets forth certain information as of
June 30, 1996, with respect to the Selling Stockholders and the shares of Common
Stock offered hereby:
5
<PAGE>
<TABLE>
<CAPTION>
MAXIMUM MAXIMUM %
AMOUNT OF OF SHARES TO
SHARES OF NO. OF SHARES SHARES TO BE BE HELD
COMMON STOCK UNDERLYING HELD AFTER AFTER
SECURITY HOLDER POSITION PRESENTLY HELD OPTIONS HELD OFFERING /(1)/ OFFERING /(2)/
- --------------- -------- -------------- ------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
H. Anthony Gartshore Director of the 0 25,000 0 N/A
Company and the
Bank and President
of the Bank
Alexander S. Lowy Director of the 48,000 25,000 48,000 2.0%
Company and the
Bank
Thomas E. McCullough Chief Financial 0 25,000 0 N/A
Officer and
Secretary of the
Company and
Executive Vice
President and Chief
Operating Officer of
the Bank
Frank R. Moothart Director of the 2,500 25,000 2,500 .1%
Company and the
Bank
Mark Rubin President and Vice 440,100 75,000 440,100 17.8%
Chairman of the
Board of the
Company and the
Bank
Lawrence J. Sherman Director of the 41,000 25,000 41,000 1.7%
Company and the
Bank
Jack A. Sweeney Chairman of the 440,100 75,000 440,100 17.8%
Board and Chief
Executive Officer of
the Company and
the Bank
Steven J. Sweeney Director of the 52,000 25,000 52,000 2.2%
Company and the
Bank
</TABLE>
_____________________
/(1)/ Assumes sale of all option shares in offering.
/(2)/ Assumes the options shares of the particular Selling Stockholder are
issued and outstanding.
6
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the shares of Common Stock covered by this
Prospectus, but it is anticipated that the Selling Stockholder may sell all or a
portion of the shares of Common Stock from time to time to purchasers directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholder and/or purchasers of the shares of Common Stock for whom they may
act as agent. The Selling Stockholder will be responsible for payment of any and
all commissions to brokers, which will be negotiated on an individual basis. The
Selling Stockholder and any underwriters, dealers or agents that participate in
the distribution of the shares of Common Stock might be deemed to be
underwriters, and any profit on the sale of such shares of Common Stock by them
and any discounts, commissions or concessions received by any such underwriters,
dealers, or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of any of the shares of
Common Stock is made, to the extent required, a supplement to this Prospectus
will be distributed which will set forth the aggregate principal amount of stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions or other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The shares of Common Stock may be sold in the over-the-counter market
or in privately negotiated transactions. Sales of such shares in the over-the-
counter market may be by means of one or more of the following: (a) a block
trade in which a broker or dealer will attempt to sell his shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a dealer as principal and resale by such dealer
for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. The Selling Stockholders will be subject to
applicable provisions of the Exchange Act, and the rules and regulations
thereunder, including, without limitation, Rule 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the shares of
Common Stock by the Selling Stockholders. There is no assurance that the Selling
Stockholders will sell any or all the Common Stock described herein and may
transfer, devise or gift such shares by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the
Company by Horgan, Rosen, Beckham & Coren, Los Angeles, California.
EXPERTS
The financial statements and schedules incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, have been audited by Deloitte & Touche LLP, independent
public accountants, as stated in their reports, which have been incorporated
herein by reference, and have been so incorporated in reliance upon such reports
given upon the authority of that firm as experts in accounting and auditing.
7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:
(1) The Company's Annual Report of Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
(4) The description of the Company's Common Stock which is contained
in its Registration Statement on Form 10 (File No. 0-10232), dated March 1982,
filed under the Exchange Act, and any amendment or report filed for the purpose
of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all such securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be ap art hereof from the date of
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deem to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement contained in this
Registration Statement shall be deemed to be modified or superseded to the
extent that a statement contained in a subsequently filed document which is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a California corporation. Section 317 of the California
Corporations Code provides for the indemnification of agents of the corporation.
Directors, officers and employees of the Company are included as agents.
Section 317. Indemnification of Corporate "Agent."
(a) For the purposes of this section, "agent" means any person
who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of the predecessor corporation;
"proceeding" means any threatened, pending or
<PAGE>
completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expense" includes, without
limitation, attorneys' fees and any expenses of establishing a right
to indemnification under subdivision (d) or paragraph (4) of
subdivision(e).
(b) A corporation shall have power to indemnify any person who
was or is a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the corporation
to procure a judgement in its favor) by reason of the fact that the
person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if that person
acted in good faith and in a manner the person reasonably believed to
be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct of
the person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in the best interests of
the corporation or that the person had reasonable cause to believe
that the person's conduct was unlawful.
(c) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was an agent of the corporation, against
expenses actually and reasonably incurred by that person in connection
with the defense or settlement of the action if the person acted in
good faith, and in a manner the person believed to be in the best
interests of the corporation and its shareholders. No indemnification
shall be made under this subdivision for any of the following:
(1) In respect of any claim, issue or matter as to which
the person shall have been adjudged to be liable to the
corporation in the performance of that person's duty to the
corporation and its shareholders unless and only to the extent
that the court in which the proceeding is or was pending shall
determine upon application that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for expenses and then only to the extent that the court
shall determine.
(2) Of amounts paid in settling or otherwise disposing of a
pending action without court approval.
(3) Of expenses incurred in defending a pending action
which is settled or otherwise disposed of without court approval.
(d) To the extent that an agent of a corporation has been
successful on the merits in defense of any proceeding referred to in
subdivision (b) or (c) or in defense of any claim, issue or matter
therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
(e) Except as provided in subdivision (d), any indemnification
under this section shall be made by the corporation only if authorized
in the specific case, upon a determination that indemnification of the
agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in subdivision (b) or (c), by
any of the following:
(1) A majority vote of quorum consisting of directors who
are not parties to such proceeding.
II-2
<PAGE>
(2) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion.
(3) Approval of the shareholders (Section 153), with the
shares owned by the person to be indemnified not being entitled
to vote thereon.
(4) The court is which the proceeding is or was pending
upon application made by the corporation or the agent or the
attorney or other person rendering services in connection with
the defense, whether or not the application by the agent,
attorney or other person is opposed by the corporation.
(f) Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of the
proceeding upon receipt of an undertaking by or on behalf of the agent
to repay the amount unless if it shall be determined ultimately that
the agent is not entitled to be indemnified as authorized in this
section. The provisions of subdivision (a) of 315 do not apply to
advances made pursuant to this subdivision.
(g) The indemnification authorized by this section shall not be
deemed exclusive of any additional rights to indemnification for breach
of duty to the corporation and its shareholders while acting in the
capacity of a director or officer of the corporation to the extent the
additional rights to indemnification are authorized in an article
provision adopted pursuant to paragraph (11) of subdivision (a) of
Section 204. The indemnification provided by this section for acts,
omissions, or transactions while acting in the capacity of, or while
serving as, a director or officer of the corporation but not involving
breach of duty to the corporation and its shareholders shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, to the extent
the additional rights to indemnification are authorized in the articles
of the corporation. An article provision authorizing indemnification
"in excess of that otherwise permitted by Section 317" or "to the
fullest extent permissible under California law" or the substantial
equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and
its shareholders as referred to in, and with the limitation required
by, paragraph (11) of subdivision (a) of Section 204 and a provision
for additional indemnification as referred to in the second sentence of
this subdivision. The rights to indemnity hereunder all continue as to
a person who has ceased to be a director, officer, employee, or agent
and shall insure to the benefit of the heirs, executors, ad
administrators of the person. Nothing contained in this section shall
affect any right to indemnification to which persons other than the
directors and officers may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this
section, except as provided in subdivision (d) or paragraph (4) of
subdivision (e), in any circumstance where it appears:
(1) That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders or an agreement
in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or otherwise
limits indemnification.
(2) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
(i) A corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in that capacity or
arising out of the agent's status as such whether or not the
corporation would have the power to indemnify the agent against the
liability under this section. The fact that a corporation owns all or a
II-3
<PAGE>
portion of the shares of the company issuing a policy of insurance
shall not render this subdivision inapplicable if either of the
following conditions are satisfied: (1) if the articles authorize
indemnification in excess of that authorized in this section and the
insurance provided by this subdivision is limited as indemnification
is required to be limited by paragraph (11) of subdivision (a) of
Section 204; or (2) (A) the company issuing the insurance policy is
organized, licensed, and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction or
organization, (B) the company issuing the policy provides procedures
for processing claims that do not permit that company to be subject to
the direct control of the corporation that purchased that policy, and
(C) the policy issued provides for some manner of risk sharing between
the issuer and purchaser of the policy, on one hand, and some
unaffiliated person or persons, on the other, such as by providing for
more than one unaffiliated owner of the company issuing the policy or
by providing that a portion of the coverage furnished will be obtained
from some unaffiliated insurer or reinsurer.
(j) This section does not apply to any proceeding against any
trustee, investment manager, or other fiduciary of an employee benefit
plan in that person's capacity as such, even though the person may
also be an agent as defined in subdivision (a) of the employer
corporation. A corporation shall have power to indemnify such a
trustee, investment manager, or other fiduciary to the extent
permitted by subdivision (f) of Section 207.
In addition, each of the directors and officers of the Company have
entered into indemnity agreements with the Company and the Bank in conformity
with the bylaw provision noted above. A copy of the form of indemnity agreements
is attached as Exhibit 10.1 hereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits are as follows:
Exhibit No. Description
- ----------- -----------
4.1 First Regional Bancorp 1991 Stock Option Plan
4.2 Form of Stock Option Agreement
5.1 Legal Opinion of Horgan, Rosen, Beckham & Coren with respect to the
validity of the shares of Common Stock underlying options
registered hereby
10.1 Form of Indemnity Agreements (Company and Bank)
23.1 Consent of Horgan, Rosen, Beckham & Coren (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche LLP
ITEM 9. UNDERTAKINGS.
(A) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-4
<PAGE>
(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 this Registration Statement (or the most recent post-
effect amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (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 Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purposes 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) 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 provisions of the Articles of Incorporation of the
registrant or the laws of the sate of California 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 Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expense 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Century City, State of California on August 20, 1996.
FIRST REGIONAL BANCORP
By: /s/ THOMAS E. McCULLOUGH
-------------------------------
Thomas E. McCullough
Chief Financial Officer
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has ben signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ H. ANTHONY GARTSHORE Director of the Company and the Bank August 20, 1996
- ------------------------
H. Anthony Gartshore and President of the Bank
/s/ ALEXANDER S. LOWY Director of the Company August 20, 1996
- ------------------------
Alexander S. Lowy and the Bank
/s/ THOMAS E. McCULLOUGH Chief Financial Officer August 20, 1996
- ------------------------
Thomas E. McCullough Secretary of the Company and
Executive Vice President and
Chief Operating Officer of the Bank
/s/ FRANK R. MOOTHART Director of the Company August 20, 1996
- -----------------------
Frank R. Moothart and the Bank
/s/ MARK RUBIN President and Vice Chairman August 20, 1996
- -----------------------
Mark Rubin of the Board of the Company
and the Bank
/s/ LAWRENCE J. SHERMAN Director of the Company August 20, 1996
- -----------------------
Lawrence J. Sherman and the Bank
/s/ JACK A. SWEENEY Chairman of the Board and August 20, 1996
- ----------------------
Jack A. Sweeney Chief Executive Officer of
the Company and the Bank
/s/ STEVEN J. SWEENEY Director of the Company August 20, 1996
- ----------------------
Steven J. Sweeney and the Bank
</TABLE>
II-7
<PAGE>
EXHIBIT 4.1
FIRST REGIONAL BANCORP
1991 STOCK OPTION PLAN
Adopted April 18, 1991
Amended July 18, 1996
1. Purpose
-------
The purpose of the First Regional Bancorp 1981 Stock Option Plan (the
"Plan") is to strengthen First Regional Bancorp (the "Corporation") and those
corporations which are or hereafter become subsidiary corporations (the
"Subsidiary" or "Subsidiaries") by providing additional means of attracting and
retaining competent managerial personnel and by providing to participating
directors, officers and key employees added incentive for high levels of
performance and for unusual efforts to increase the earnings of the Corporation
and any Subsidiaries. The Plan seeks to accomplish these purposes and achieve
these results by providing a means whereby such directors, officers and key
employees may purchase shares of the Common Stock of the Corporation pursuant to
Stock Options granted in accordance with this Plan.
Stock Options granted pursuant to this Plan are intended to be Incentive
Stock Options or Non-Qualified Stock Options, as shall be determined and
designated by the Stock Option Committee upon the grant of each Stock Option
hereunder.
1
EXHIBIT 4.1
<PAGE>
2. Definitions
-----------
For purposes of this Plan, the following terms shall have the following
meanings:
(a) "Common Stock." This term shall mean shares of the Corporation's
------------
common stock, no par value, subject to adjustment pursuant to Paragraph 15
(Adjustment Upon Changes in Capitalization) hereunder.
(b) "Corporation." This term shall mean First Regional Bancorp, a
-----------
California Corporation.
(c) "Eligible Participants." This term shall mean: (i) all directors
---------------------
of the Corporation or any Subsidiary; (ii) all officers (whether or not they are
also directors) of the Corporation or any Subsidiary; and (iii) all key
employees (as such persons may be determined by the Stock Option Committee from
time to time) of the Corporation or any Subsidiary; provided that such officers
and key employees have a customary work week of at least forty hours in the
employ of the Corporation or a Subsidiary.
(d) "Fair Market Value." This term shall mean the fair market value
-----------------
of the Common Stock as determined in accordance with any reasonable valuation
method selected by the Stock Option Committee, including the valuation methods
described in Treasury Regulations Section 20.2031-2.
(e) "Incentive Stock Option." This term shall mean a Stock Option
----------------------
which is an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
2
<PAGE>
(f) "Non-Qualified Stock Option." This term shall mean a Stock
--------------------------
Option which is not an Incentive Stock Option.
(g) "Option Shares." This term shall mean Common Stock covered by
-------------
and subject to any outstanding unexercised Stock Option granted pursuant to this
Plan.
(h) "Optionee." This term shall mean any Eligible Participant to
--------
whom a Stock Option has been granted pursuant to this Plan, provided that at
least part of the Stock Option is outstanding and unexercised.
(i) "Plan." This term shall mean the First Regional Bancorp 1991
----
Stock Option Plan as embodied herein and as may be amended from time to time in
accordance with the terms hereof and applicable law.
(j) "Stock Option." This term shall mean the right to purchase
------------
Common Stock under this Plan in a specified number of shares, at a price and
upon the terms and conditions determined by the Stock Option Committee.
(k) "Stock Option Committee." The Board of Directors of the
----------------------
Corporation may select and designate a Stock Option Committee consisting of
three or more directors of the Corporation, having full authority to act in the
matter. Regardless of whether a Stock Option Committee is selected, the Board of
Directors of the Corporation may act as the Stock Option Committee and any
action taken by said Board as such shall be deemed to be action taken by the
Stock Option Committee. All references in the Plan to the "Stock Option
Committee" shall be
3
<PAGE>
deemed to refer to the Board of Directors of the Corporation acting as the Stock
Option Committee and to a duly appointed Stock Option Committee, if there be
one. In the event of any conflict between action taken by the Board acting as a
Stock Option Committee and action taken by a duly appointed Stock Option
Committee, the action taken by the Board shall be controlling and the action
taken by the duly appointed Stock Option Committee shall be disregarded.
(l) "Subsidiary." This term shall mean each "subsidiary corporation"
----------
(treating the Corporation as the employer corporation) as defined in Section
425(f) of the Internal Revenue Code.
3. Administration
--------------
(a) Stock Option Committee. This Plan shall be administered by the
----------------------
Stock Option Committee. The Board of Directors of the Corporation shall have the
right, in its sole and absolute discretion, to remove or replace any person from
or on the Stock Option Committee at any time for any reason whatsoever.
(b) Administration of the Plan. Any action of the Stock Option
--------------------------
Committee with respect to the administration of the Plan shall be taken pursuant
to a majority vote, or pursuant to the unanimous written consent, of its
members. Any such action taken by the Stock Option Committee in the
administration of this Plan shall be valid and binding, so long as the same is
not inconsistent with the terms and conditions of this Plan. Subject
4
<PAGE>
to compliance with the terms, conditions and restrictions set forth in this
Plan, the Stock Option Committee shall have the exclusive right, in its sole and
absolute discretion, to establish the terms and conditions of all Stock Options
granted under the Plan, including, without meaning any limitation, the power
to: (i) establish the number of Stock Options, if any, to be granted hereunder,
in the aggregate and with regard to each Eligible Participant; (ii) determine
the time or times when such Stock Options, or parts thereof, may be exercised;
(iii) determine and designate which Stock Options granted under the Plan shall
be Incentive Stock Options and which shall be Non-Qualified Stock Options; (iv)
determine the Eligible Participants, if any, to whom Stock Options are granted;
(v) determine the duration and purposes, if any, of leaves of absence which may
be permitted to holders of unexercised, unexpired Stock Options without such
constituting a termination of employment under the Plan; and (vi) prescribe and
amend the terms, provisions and form of each instrument and agreement setting
forth the terms and conditions of every Stock Option granted hereunder.
(c) Decisions and Determinations. Subject to the express provisions
----------------------------
of the Plan, the Stock Option Committee shall have the authority to construe and
interpret this Plan, to define the terms used herein, to prescribe, amend, and
rescind rules and regulations relating to the administration of the Plan, and to
make all other determinations necessary or advisable for
5
<PAGE>
administration of the Plan. Determinations of the Stock Option Committee on
matters referred to in this Section 3 shall be final and conclusive so long as
the same are not inconsistent with the terms of this Plan.
4. Shares Subject to the Plan
--------------------------
Subject to adjustments as provided in Section 15 hereof, the maximum
number of shares of Common Stock which may be issued upon exercise of all Stock
Options granted under this Plan is limited to Three Hundred and Fifty Thousand
(350,000) shares, in the aggregate. If any Stock Option shall be cancelled,
surrendered, or expire for any reason without having been exercised in full, the
unpurchased Option Shares represented thereby shall again be available for
grants of Stock Options under this Plan.
5. Eligibility
-----------
Only Eligible Participants shall be eligible to receive grants of Stock
Options under this Plan.
6. Grants of Stock Options
-----------------------
(a) Grant. Subject to the express provisions of the Plan, the Stock
-----
Option Committee, in its sole and absolute discretion, may grant Stock Options:
(i) In the case of grants to Eligible Participants who are
officers or key employees of the Corporation or any Subsidiary, for a
number of Option Shares, at the price(s) and time(s), on the terms and
conditions and to such Eligible Participants as it
6
<PAGE>
deems advisable and specifies in the respective grants; provided, however,
that such grants shall vest at least at the rate of twenty percent (20%)
annually over five (5) years from the date of grant; and
(ii) In the case of grants to Eligible Participants who are
directors and who are not officers or key employees of the Corporation or
any Subsidiary, for a number of Option Shares, at the price(s) and time(s),
and on the terms and conditions as it deems advisable and specifies in the
respective grants; provided, however, that such grants may not exceed a
maximum aggregate of One Hundred Thousand (100,000) Option Shares to all
directors who are not officers or key employees of the Corporation or any
Subsidiary; and provided further, that such grants shall vest at least at
the rate of twenty percent (20%) annually over five (5) years from the date
of grant. The foregoing maximum aggregate number of Option Shares which
may be granted to all directors of the Corporation or any Subsidiary who
are not officers or key employees thereof shall be adjusted in accordance
with the provisions of Section 15 hereof.
The terms upon which and the times at which, or the periods within which,
the Option Shares subject to such Stock Options may become acquired or such
Stock Options may be acquired and exercised shall be as set forth in the Plan
and the related Stock Option Agreements.
7
<PAGE>
Subject to the limitations and restrictions set forth in the Plan, an
Eligible Participant who has been granted a Stock Option may, if otherwise
eligible, be granted additional Stock Options if the Stock Option Committee
shall so determine. The Stock Option Committee shall designate in each grant of
a Stock Option whether the Stock Option is an Incentive Stock Option or a Non-
Qualified Stock Option.
(b) Date of Grant and Rights of Optionee. The determination of the
------------------------------------
Stock Option Committee to grant a Stock Option shall not in any way constitute
or be deemed to constitute an obligation of the Corporation, or a right of the
Eligible Participant who is the proposed subject of the grant, and shall not
constitute or be deemed to constitute the grant of a Stock Option hereunder
unless and until both the Corporation and the Eligible Participant have executed
and delivered to the other a Stock Option Agreement in the form then required by
the Stock Option Committee as evidencing the grant of the Stock Option, together
with such other instrument or instruments as may be required by the Stock Option
Committee pursuant to this Plan; provided, however, that the Stock Option
Committee may fix the date of grant as any date on or after the date of its
final determination to grant the Stock Option (or if no such date is fixed, then
the date of grant shall be the date on which the determination was finally made
by the Stock Option Committee to grant the Stock Option), and such date shall be
set forth in the Stock Option Agreement. The date of grant as so determined
shall be deemed the date of grant of the Stock Option for purposes of this Plan.
8
<PAGE>
(c) Shareholder-Employees. A Stock Option may not be granted
---------------------
hereunder to an Eligible Participant who is also an officer or key employee of
the Corporation or any Subsidiary, who owns, directly or indirectly, at the date
of the grant of the Stock Option, more than ten percent (10%) of the total
combined voting power of all classes of capital stock of the Corporation or a
Subsidiary (if permitted in accordance with the provisions of Section 5 herein)
unless: (i) the purchase price of the Option Shares subject to said Stock
Option is at least one hundred and ten percent (110%) of the Fair Market Value
of the Option Shares, determined as of the date said Stock Option is granted;
and (ii) the Stock Option by its terms is not exercisable after five (5) years
from the date that it is granted. The attribution rules of Section 425(d) of
the Internal Revenue Code of 1986, as amended, shall apply in the determination
of indirect ownership of stock.
(d) Maximum Value of Stock Options. No grant of Incentive Stock
------------------------------
Options hereunder may be made when the aggregate fair market value of Option
Shares with respect to which Incentive Stock Options (pursuant to this Plan or
any other Incentive Stock Option Plan of the Corporation) or any Subsidiary are
exercisable for the first time by the Eligible Participant during any calendar
year exceeds $100,000.
(e) Substituted Stock Options. If all of the outstanding shares of
-------------------------
common stock of another corporation are changed into or exchanged solely for
Common Stock in a transaction to which Section 425(a) of the Internal Revenue
Code of 1986, as
9
<PAGE>
amended, applies, then, subject to the approval of the Board of Directors of the
Corporation, Stock Options under the Plan may be substituted ("Substituted
Options") in exchange for valid, unexercised and unexpired stock options of such
other corporation. Substituted Options shall qualify as Incentive Stock Options
under the Plan, provided that (and to the extent) the stock options exchanged
for the Substituted Options were "Incentive Stock Options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
(f) Non-Qualified Stock Options. Stock Options and Substituted
---------------------------
Options granted by the Stock Option Committee shall be deemed Non-Qualified
Stock Options under this Plan if they: (i) are designated at the time of grant
as Incentive Stock Options but do not so qualify under the provisions of Section
422 of the Code or any regulations or rulings issued by the Internal Revenue
Service for any reason; (ii) are not granted in accordance with the provisions
of Section 6(c); (iii) are in excess of the fair market value limitations set
forth in Section 6(d); (iv) are granted to an Eligible Participant who is not an
officer or key employee of the Corporation or any Subsidiary; or (v) are
designated at the time of grant as Non-Qualified Stock Options. Non-Qualified
Stock Options granted or substituted hereunder shall be so designated in the
Stock Option Agreement entered into between the Corporation and the Optionee.
10
<PAGE>
7. Stock Option Exercise Price
---------------------------
(a) Minimum Price. The exercise price of any Option Shares shall be
-------------
determined by the Stock Option Committee, in its sole and absolute discretion,
upon the grant of a Stock Option. In the case of a Non-Qualified Stock Option,
said exercise price shall not be less than an amount equal to one hundred
percent (100%) of the Fair Market Value of the Common Stock represented by the
Option Shares on the date of the grant of the related Stock Option. In the case
of an Incentive Stock Option, except as provided elsewhere herein, said exercise
price shall not be less than one hundred percent (100%) of the Fair Market Value
of the Common Stock represented by the Option Shares on the date of grant of the
related Stock Option.
(b) Substituted Options. The exercise price of the Option Shares
-------------------
subject to each Substituted Option may be fixed at a price less than the minimum
amount set forth in Section 7(a) above at the time such Substituted Option is
granted if said exercise price has been computed to be not less than the
exercise price set forth in the stock option of the other corporation for which
it was exchanged, with appropriate adjustment to reflect the exchange ratio of
the shares of stock of the other corporation into the shares of Common Stock.
(c) Ten Percent Shareholders. Notwithstanding the provisions of
------------------------
Section 7(a) or Section 7(b), the exercise price of the Option Shares shall not
be less than one hundred and ten percent (110%) of the Fair Market Value in the
case of any Optionee
11
<PAGE>
who, at the time of grant, owns more than ten percent (10%) of the Common Stock.
8. Exercise of Stock Options
-------------------------
(a) Exercise. Except as otherwise provided elsewhere herein, each
--------
Stock Option shall be exercisable in such increments, which need not be equal,
and upon such contingencies as the Stock Option Committee shall determine at the
time of grant of the Stock Option; provided, however, that if an Optionee shall
not in any given period exercise any part of a Stock Option which has become
exercisable during that period, the Optionee's right to exercise such part of
the Stock Option shall continue until expiration of the Stock Option or any part
thereof as may be provided in the related Stock Option Agreement. No Stock
Option or part thereof shall be exercisable except with respect to whole shares
of Common Stock, and fractional share interests shall be disregarded except that
they may be accumulated.
(b) Prior Outstanding Incentive Stock Options. Incentive Stock
-----------------------------------------
Options granted (or substituted) to an Optionee under the Plan may be
exercisable while such Optionee has outstanding and unexercised any Incentive
Stock Option previously granted (or substituted) to him or her by the
Corporation or a corporation which (at the time of grant) is a parent or
Subsidiary of the Corporation, or a predecessor corporation of any such entity.
An Incentive Stock Option shall be treated as outstanding until it is exercised
in full or expires by reason of lapse of time.
12
<PAGE>
(c) Notice and Payment. Stock Options granted hereunder shall be
------------------
exercised by written notice delivered to the Corporation specifying the number
of Option Shares with respect to which the Stock Option is being exercised,
together with concurrent payment in full of the exercise price as hereinafter
provided. If the Stock Option is being exercised by any person or persons other
than the Optionee, said notice shall be accompanied by proof, satisfactory to
the counsel for the Corporation, of the right of such person or persons to
exercise the Stock Option. The Corporation's receipt of a notice of exercise
without concurrent receipt of the full amount of the exercise price shall not be
deemed an exercise of a Stock Option by an Optionee, and the Corporation shall
have no obligation to an Optionee for any Option Shares unless and until full
payment of the exercise price is received by the Corporation and all of the
terms and provisions of the Plan and the related Stock Option agreement have
been fully complied with.
(d) Payment of Exercise Price. The exercise price of any Option
-------------------------
Shares purchased upon the proper exercise of a Stock Option shall be paid in
full at the time of each exercise of a Stock Option in cash, (or bank, cashier's
or certified check) and/or, with the prior written approval of the Stock Option
Committee at or before the time of exercise, in Common Stock of the Corporation
which, when added to the cash payment, if any, which has an aggregate Fair
Market Value equal to the full amount of the exercise price of the Stock Option,
or part thereof, then being exercised. Payment by an Optionee as provided
herein shall be made
13
<PAGE>
in full concurrently with the Optionee's notification to the Corporation of his
intention to exercise all or part of a Stock Option. If all or any part of a
payment is made in shares of Common Stock as heretofore provided, such payment
shall be deemed to have been made only upon receipt by the Corporation of all
required share certificates, and all stock powers and all other required
transfer documents necessary to transfer the shares of Common Stock to the
Corporation.
(e) Minimum Exercise. Not less than ten (10) Option Shares may be
----------------
purchased at any one time upon exercise of a Stock Option unless the number of
shares purchased is the total number which remains to be purchased under the
Stock Option.
(f) Compliance With Law. No shares of Common Stock shall be issued
-------------------
upon exercise of any Stock Option, and an Optionee shall have no right or claim
to such shares, unless and until: (i) payment in full as provided hereinabove
has been received by the Corporation; (ii) in the opinion of the counsel for the
Corporation, all applicable requirements of law and of regulatory bodies having
jurisdiction over such issuance and delivery have been fully complied with; and
(iii) if required by federal or state law or regulation, the Optionee shall have
paid to the Corporation the amount, if any, required to be withheld on the
amount deemed to be compensation to the Optionee as a result of the exercise of
his or her Stock Option, or made other arrangements satisfactory to the
Corporation, in its sole discretion, to satisfy applicable income tax
withholding requirements.
14
<PAGE>
9. Nontransferability of Stock Options
-----------------------------------
Each Stock Option shall, by its terms, be nontransferable by the Optionee
other than by will or the laws of descent and distribution, and shall be
exercisable during the Optionee's lifetime only by the Optionee.
10. Continuation of Affiliation
---------------------------
Nothing contained in this Plan (or in any Stock Option Agreement) shall
obligate the Corporation or any Subsidiary to employ or continue to employ or
remain affiliated with any Optionee or any Eligible Participant for any period
of time or interfere in any way with the right of the Corporation or a
Subsidiary to reduce or increase the Optionee's or Eligible Participant's
compensation.
11. Cessation of Affiliation
------------------------
Except as provided in Section 12 hereof, if, for any reason other than
disability or death, an Optionee ceases to be affiliated with the Corporation or
a Subsidiary, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
three (3) months after the Optionee ceases to be so affiliated, whichever is
earlier. During such period after cessation of affiliation, such Stock Options
shall be exercisable only as to those increments, if any, which had become
exercisable as of the date on which such Optionee ceased to be affiliated with
the Corporation or the Subsidiary and any Stock Options or increments which had
not become exercisable as of such date shall expire automatically on such date.
15
<PAGE>
12. Termination for Cause
---------------------
If the Stock Option Agreement so provides and if an Optionee's employment
by or affiliation with the Corporation or a Subsidiary is terminated for cause,
the Stock Options granted to such Optionee shall expire on the expiration dates
specified for said Stock Options at the time of their grant, or thirty (30) days
after termination for cause, whichever is earlier; provided, however, that the
Stock Option Committee may, in its sole discretion, within thirty (30) days of
such termination, reinstate such Stock Options by giving written notice of such
reinstatement to the Optionee. In the event of such reinstatement, the Optionee
may exercise the Stock Options only to such extent, for such time, and upon such
terms and conditions as if the Optionee had ceased to be employed by or
affiliated with the Corporation or a Subsidiary upon the date of such
termination for a reason other than cause, disability or death. Termination for
cause shall include, but shall not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of illegal activity
in connection therewith and, in any event, the determination of the Stock Option
Committee with respect thereto shall be final and conclusive.
13. Death of Optionee
-----------------
If an Optionee dies while employed by or affiliated with the Corporation or
a Subsidiary or during the three-month period referred to in Section 11 hereof,
the Stock Options granted to such Optionee shall expire on the expiration dates
specified for said
16
<PAGE>
Stock Options at the time of their grant, or one (1) year after the date of such
death, whichever is earlier. After such death, but before such expiration,
subject to the terms and provisions of the Plan and the related Stock Option
Agreements, the person or persons to whom such Optionee's rights under the Stock
Options shall have passed by will or by the applicable laws of descent and
distribution, or the executor or administrator of the Optionee's estate, shall
have the right to exercise such Stock Options to the extent that increments, if
any, had become exercisable as of the date on which the Optionee died.
14. Disability of Optionee
----------------------
If an Optionee is disabled while employed by or affiliated with the
Corporation or a Subsidiary or during the three-month period referred to in
Section 11 hereof, the Stock Options granted to such Optionee shall expire on
the expiration dates specified for said Stock Options at the time of their
grant, or one (1) year after the date such disability occurred, whichever is
earlier. After such disability occurs, but before such expiration, the Optionee
or the guardian or conservator of the Optionee's estate, as duly appointed by a
court of competent jurisdiction, shall have the right to exercise such Stock
Options to the extent that increments, if any, had become exercisable as of the
date on which the Optionee became disabled or ceased to be employed by or
affiliated with the Corporation or a Subsidiary as a result of the disability.
An Optionee shall be deemed to be "disabled" if it shall appear to the Stock
Option Committee, upon written
17
<PAGE>
certification delivered to the Corporation of a qualified licensed physician,
that the Optionee has become permanently and totally unable to engage in any
substantial gainful activity by reason of a medically determinable physical or
mental impairment which can be expected to result in the Optionee's death, or
which has lasted or can be expected to last for a continuous period of not less
than 12 months.
15. Adjustment Upon Changes in Capitalization
-----------------------------------------
If the outstanding shares of Common Stock of the Corporation are
increased, decreased, or changed into or exchanged for a different number or
kind of shares or securities of the Corporation, through a reorganization,
merger, recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Corporation, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which Stock Options may be granted. A corresponding adjustment
changing the number or kind of Option Shares and the exercise prices per share
allocated to unexercised Stock Options, or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Such adjustments
shall be made without change in the total price applicable to the unexercised
portion of the Stock Option, but with a corresponding adjustment in the price
for each Option Share subject to the Stock Option. Adjustments under this
Section shall be made by the Stock Option Committee, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final and
conclusive.
18
<PAGE>
No fractional shares of stock shall be issued or made available under the Plan
on account of such adjustments, and fractional share interests shall be
disregarded, except that they may be accumulated.
16. Terminating Events
------------------
Upon consummation of a plan of dissolution or liquidation of the
Corporation, or upon consummation of a plan of reorganization, merger or
consolidation of the Corporation with one or more corporations, as a result of
which the Corporation is not the surviving entity, or upon the sale of all or
substantially all the assets of the Corporation to another corporation, the Plan
shall automatically terminate and all Stock Options theretofore granted shall be
terminated, unless provision is made in connection with such transaction for
assumption of Stock Options theretofore granted, or substitution for such Stock
Options with new stock options covering stock of a successor employer
corporation, or a parent or subsidiary corporation thereof, solely at the
discretion of such successor corporation, or parent or subsidiary corporation,
with appropriate adjustments as to number and kind of shares and prices.
17. Amendment and Termination
-------------------------
The Board of Directors of the Corporation may at any time and from time to
time suspend, amend, or terminate the Plan and may, with the consent of an
Optionee, make such modifications of the terms and conditions of that Optionee's
Stock Option as it shall deem advisable; provided that, except as permitted
under the
19
<PAGE>
provisions of Section 15 hereof, no amendment or modification may be adopted
without the Corporation having first obtained the approval of the holders of a
majority of the Corporation's outstanding shares of Common Stock present, or
represented, and entitled to vote at a duly held meeting of shareholders of the
Corporation, or by written consent, if the amendment or modification would:
(a) materially increase the number of securities which may be issued
under the Plan;
(b) materially modify the requirements as to eligibility for
participation in the Plan;
(c) increase or decrease the exercise price of any Stock Option
granted under the Plan;
(d) increase the maximum term of Stock Options provided for herein;
(e) permit Stock Options to be granted to any person who is not an
Eligible Participant; or
(f) change any provision of the Plan which would affect the
qualification as an Incentive Stock Option under the internal revenue laws then
applicable of any Stock Option granted as an Incentive Stock Option under the
Plan.
No Stock Option may be granted during any suspension of the Plan or after
termination of the Plan. Amendment, suspension, or termination of the Plan
shall not (except as otherwise provided in Section 15 hereof), without the
consent of the Optionee, alter or impair any rights or obligations under any
Stock Option theretofore
20
<PAGE>
granted.
18. Rights of Eligible Participants and Optionees
---------------------------------------------
No Eligible Participant, Optionee or other person shall have any claim or
right to be granted a Stock Option under this Plan, and neither this Plan nor
any action taken hereunder shall be deemed to give or be construed as giving any
Eligible Participant, Optionee or other person any right to be retained in the
employ of the Corporation or any Subsidiary. Without limiting the generality of
the foregoing, no person shall have any rights as a result of his or her
classification as an Eligible Participant or Optionee, such classifications
being made solely to describe, define and limit those persons who are eligible
for consideration for privileges under the Plan.
19. Privileges of Stock Ownership; Regulatory Law Compliance; Notice of
-------------------------------------------------------------------
Sale.
- -----
No Optionee shall be entitled to the privileges of stock ownership as to
any Option Shares not actually issued and delivered. No Option Shares may be
purchased upon the exercise of a Stock Option unless and until all then
applicable requirements of all regulatory agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Corporation are listed (if any) shall have been fully complied with. The
Optionee shall, not more than five (5) days after each sale or other disposition
of shares of Common Stock acquired pursuant to the exercise of Stock Options,
give the Corporation notice in writing of such sale or other disposition.
21
<PAGE>
20. Effective Date of the Plan
--------------------------
The Plan shall be deemed adopted as of April 18, 1991, and shall be
effective immediately, subject to approval of the Plan by the holders of at
least a majority of the Corporation's outstanding shares of Common Stock.
21. Termination
-----------
Unless previously terminated as aforesaid, the Plan shall terminate ten
(10) years from the earliest date of: (i) adoption of the Plan by the Board of
Directors of the Corporation; or (ii) approval of the Plan by holders of at
least a majority of the outstanding shares of Common Stock. No Stock Options
shall be granted under the Plan thereafter, but such termination shall not
affect any Stock Option theretofore granted.
22. Option Agreement
----------------
Each Stock Option granted under the Plan shall be evidenced by a written
Stock Option Agreement executed by the Corporation and the Optionee, and shall
contain each of the provisions and agreements herein specifically required to be
contained therein, and such other terms and conditions as are deemed desirable
by the Stock Option Committee and are not inconsistent with this Plan.
23. Stock Option Period
-------------------
Each Stock Option and all rights and obligations thereunder shall expire on
such date as the Stock Option Committee may determine, but not later than ten
(10) years from the date such Stock Option is granted, and shall be subject to
earlier termination as provided elsewhere in this Plan.
22
<PAGE>
24. Exculpation and Indemnification of Stock Option Committee
---------------------------------------------------------
The present, former and future members of the Stock Option Committee, and
each of them, who is or was a director, officer or employee of the Corporation
shall be indemnified by the Corporation to the extent authorized in and
permitted by the Corporation's Certificate of Incorporation, and/or Bylaws in
connection with all actions, suits and proceedings to which they or any of them
may be a party by reason of any act or omission of any member of the Stock
Option Committee under or in connection with the Plan or any Stock Option
granted thereunder.
25. Agreement and Representations of Optionee
-----------------------------------------
Unless the shares of Common Stock covered by this Plan have been
registered with the Securities and Exchange Commission pursuant to the
registration requirements under the Securities Act of 1933, each Optionee
shall: (i) by and upon accepting a Stock Option, represent and agree in
writing, in the form of the letter attached hereto as Exhibit "A," for himself
or herself and his or her transferees by will or the laws of descent and
distribution, that the Option Shares will be acquired for investment purposes
and not for resale or distribution; and (ii) by and upon the exercise of a Stock
Option, or a part thereof, furnish evidence satisfactory to counsel for the
Corporation, including written and signed representations in the form of the
letter attached hereto as Exhibit "B," to the effect that the Option Shares are
being acquired for investment purposes and not for resale or distribution, and
that the Option Shares being acquired shall not
23
<PAGE>
be sold or otherwise transferred by the Optionee except in compliance with the
registration provisions under the Securities Act of 1933, as amended, or an
applicable exemption therefrom. Furthermore, the Corporation, at its sole
discretion, to assure itself that any sale or distribution by the Optionee
complies with this Plan and any applicable federal or state securities laws, may
take all reasonable steps, including placing stop transfer instructions with the
Corporation's transfer agent prohibiting transfers in violation of the Plan and
affixing the following legend (and/or such other legend or legends as the Stock
Option Committee shall require) on certificates evidencing the shares:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A
WRITTEN OPINION OF COUNSEL FOR THE HOLDER THEREOF, WHICH OPINION SHALL BE
ACCEPTABLE TO FIRST REGIONAL BANCORP, THAT REGISTRATION IS NOT REQUIRED."
At any time that an Optionee contemplates the disposition of any of the Option
Shares (whether by sale, exchange, gift or other form of transfer), he or she
shall first notify the Corporation of such proposed disposition and shall
thereafter cooperate with the Corporation in complying with all applicable
requirements of law which, in the opinion of counsel for the Corporation, must
be satisfied prior to the making of such disposition. Before consummating such
disposition, the Optionee shall provide to the Corporation an opinion of
Optionee's counsel, at the Corporation's expense, of which both such opinion and
such counsel shall be
24
<PAGE>
satisfactory to the Corporation, that such disposition will not result in a
violation of any state or federal securities laws or regulations. The
Corporation shall remove any legend affixed to certificates for Option Shares
pursuant to this Section if and when all of the restrictions on the transfer of
the Option Shares, whether imposed by this Plan or federal or state law, have
terminated.
26. Notices
-------
All notices and demands of any kind which the Stock Option Committee, any
Optionee, Eligible Participant, or other person may be required or desires to
give under the terms of this Plan shall be in writing and shall be delivered in
hand to the person or persons to whom addressed (in the case of the Stock Option
Committee, with the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer or Secretary of the Corporation), by leaving a copy of such
notice or demand at the address of such person or persons as may be reflected
in the records of the Corporation, or by mailing a copy thereof, properly
addressed as above, by certified or registered mail, postage prepaid, with
return receipt requested. Delivery by mail shall be deemed made upon receipt by
the notifying party of the return receipt request acknowledging receipt of the
notice or demand.
27. Limitation on Obligations of the Corporation
--------------------------------------------
All obligations of the Corporation arising under or as a result of this
Plan or Stock Options granted hereunder shall constitute the general unsecured
obligations of the Corporation,
25
<PAGE>
and not of the Board of Directors of the Corporation, any member thereof, the
Stock Option Committee, any member thereof, any officer of the Corporation, or
any other person or any Subsidiary, and none of the foregoing, except the
Corporation, shall be liable for any debt, obligation, cost or expense
hereunder.
28. Limitation of Rights
--------------------
The Stock Option Committee, in its sole and absolute discretion, is
entitled to determine who, if anyone, is an Eligible Participant under this
Plan, and which, if any, Eligible Participant shall receive any grant of a Stock
Option. No oral or written agreement by any person on behalf of the Corporation
relating to this Plan or any Stock Option granted hereunder is authorized, and
such may not bind the Corporation or the Stock Option Committee to grant any
Stock Option to any person.
29. Severability
------------
If any provision of this Plan as applied to any person or to any
circumstance shall be adjudged by a court of competent jurisdiction to be void,
invalid, or unenforceable, the same shall in no way affect any other provision
hereof, the application of any such provision in any other circumstances, or
the validity or enforceability hereof.
30. Construction
------------
Where the context or construction requires, all words applied in the plural
herein shall be deemed to have been used in the singular and vice versa, and the
masculine gender shall include the feminine and the neuter and vice versa.
26
<PAGE>
31. Headings
--------
The headings of the several paragraphs herein are inserted solely for
convenience of reference and are not intended to form a part of and are not
intended to govern, limit or aid in the construction of any term or provision
hereof.
32. Successors
----------
This Plan shall be binding upon the respective successors, assigns, heirs,
executors, administrators, guardians and personal representatives of the
Corporation and Optionees.
33. Governing Law
-------------
To the extent not governed by the laws of the United States, this Plan
shall be governed by and construed in accordance with the laws of the State of
California.
34. Conflict
--------
In the event of any conflict between the terms and provisions of this
Plan, and any other document, agreement or instrument, including, without
meaning any limitation, any Stock Option Agreement, the terms and provisions of
this Plan shall control.
* * * *
27
<PAGE>
EXHIBIT "A"
______________, 19__
First Regional Bancorp
1801 Century Park East
Eighth Floor
Los Angeles, California 90067
Gentlemen:
On this ___ day of ____________, 19__, the undersigned has received,
pursuant to the First Regional Bancorp 1991 Stock Option Plan (the "Plan") and
the Stock Option Agreement (the "Agreement") by and between First Regional
Bancorp (the "Corporation") and the undersigned, dated ______________, 19__ an
option to purchase ______ shares of the common stock, no par value, of First
Regional Bancorp (the "Stock").
In consideration of the grant of such option by First Regional Bancorp:
1. I hereby represent and warrant to you that the Stock to be acquired
pursuant to the option will be acquired by me in good faith and for my own
personal account, and not with a view to distributing the Stock to others or
otherwise reselling the stock in violation of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
2. I hereby acknowledge and agree that: (a) the Stock to be acquired by
me pursuant to the Plan has not been registered and that there is no obligation
on the part of Corporation to register such Stock under the Securities Act of
1933, as amended, and the rules and regulations thereunder; and (b) the Stock to
be acquired by me will not be freely tradeable unless the Stock is either
registered under the Securities Act of 1933, as amended, or the holder presents
a legal opinion acceptable to the Corporation that the transfer will not violate
the federal securities laws.
3. I understand that the Corporation is relying upon the truth and
accuracy of the representations and agreements contained herein in determining
to grant such options to me and upon subsequently issuing any Stock pursuant to
the Plan without the Corporation first registering the same under the Securities
Act of 1933, as amended.
<PAGE>
4. I hereby agree that the certificate evidencing the Stock may contain
the following legend stamped upon the face thereof to the effect that the Stock
is not registered under the Securities Act of 1933, as amended, and that the
Stock has been acquired pursuant to the representations and restrictions in this
letter, the Plan and in the Agreement:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A
WRITTEN OPINION OF COUNSEL FOR THE HOLDER HEREOF, WHICH OPINION SHALL BE
ACCEPTABLE TO FIRST REGIONAL BANCORP, THAT REGISTRATION IS NOT REQUIRED."
5. I hereby agree and understand that the Corporation will place a stop
transfer notice with its stock transfer agent to ensure that the restrictions on
the transfer described herein will be observed.
6. In further consideration of the issuance of the Stock, the undersigned
does hereby agree to indemnify you and hald you harmless against all liability,
costs, or expenses (including reasonable attorney's fees) arising out of or as a
result of any distribution or resale by the undersigned of any of the Stock.
The Agreements contained herein shall inure to the benifit of and be binding
upon the respective legal representatives, successors and assigns of the
undersigned and the Corporation.
Very truly yours,
_________________________________
(Signature)
_________________________________
(Type or Print Name)
<PAGE>
EXHIBIT "B"
________________, 19__
First Regional Bancorp
1801 Century Park East
Eighth Floor
Los Angeles, California 90067
Gentlemen:
On this ______ day of ________________, 19__, the undersigned has acquired,
pursuant to the First Regional Bancorp 1991 Stock Option Plan (the "Plan") and
the Stock Option Agreement (the "Agreement") by and between First Regional
Bancorp (the "Corporation") and the undersigned, dated _____________, 19__,
_______________ (_________) shares of the Common Stock, no par value, of First
Regional Bancorp (the "Stock"). In consideration of the issuance by First
Regional Bancorp to the undersigned of said shares of its Common Stock:
1. I hereby represent and warrant to you that the Stock is being acquired
by me in good faith for my own personal account, and not with a view to
distributing the Stock to others or otherwise reselling the Stock in violation
of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.
2. I hereby acknowledge and agree that: (a) the Stock being acquired by
me pursuant to the Plan has not been registered and that there is no obligation
on the part of the Corporation to register such Stock under the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder; and
(b) the Stock being acquired by me is not freely tradeable and must be held by
me for investment purposes unless the Stock is either registered under the
Securities Act of 1933 or transferred pursuant to an exemption from such
registration, as accorded by the Securities Act of 1933 and under the rules and
regulations promulgated thereunder. I further represent and acknowledge that I
have been informed by legal counsel in connection with said Plan of the
restrictions on my ability to transfer the Stock and that I understand the scope
and effect of those restrictions.
3. I understand that the effects of the above representations are the
following: (i) that the undersigned does not presently intend to sell or
otherwise dispose of all or any part of the shares of the Stock to any person or
entity except in compliance with the terms described above, in the Plan and in
the Agreement; and (ii) that the Corporation is relying upon the truth and
accuracy of the representations and agreements contained herein in issuing said
shares of the Stock to me without first registering the same under the
Securities Act of 1933, as amended.
<PAGE>
Page 2
4. I understand that the certificate evidencing the Stock to be issued
pursuant to the Plan will contain a legend upon the face thereof to the effect
that the Stock is not registered under the Securities Act of 1933 and that stop
transfer orders will be placed against the shares with the Corporation's
transfer agent.
5. In further consideration for the grant of an option to purchase Stock
of Corporation, the undersigned hereby agrees to indemnify you and hold you
harmless against all liability, cost, or expenses (including reasonable
attorney's fees) arising out of or as a result of any distribution or resale of
share of Stock issued by the undersigned in violation of the securities laws.
The agreements contained herein shall inure to the benefit of and be binding
upon the respective legal representives, successors and assigns of the
undersigned and the Corporation.
Very truly yours,
_________________________________
(Signature)
_________________________________
(Type or Print Your Name)
<PAGE>
EXHIBIT 4.2
OPTIONEES TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING
PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT.
UNLESS OTHERWISE STATED, ALL TERMS DEFINED IN THE PLAN SHALL HAVE THE SAME
MEANING HEREIN AS SET FORTH IN THE PLAN.
FIRST REGIONAL BANCORP
STOCK OPTION AGREEMENT
----------------------
1991 STOCK OPTION PLAN
----------------------
____
____ Incentive Stock Option
____
____ Non-Qualified Stock Option
THIS AGREEMENT, dated the ____ day of _________, 19__, by and between First
Regional Bancorp, a California Corporation (the "Corporation"), and
____________________________ ("Optionee");
WHEREAS, pursuant to the Corporation's 1991 Stock Option Plan (the "Plan"),
the Stock Option Committee has authorized the grant to Optionee of a Stock
Option to purchase all or any part of _____________________________
(____________) authorized but unissued shares of the Corporation's Common Stock,
no par value, at the price of ______________________ Dollars ($_____________)
per share, such Stock Option to be for the term and upon the terms and
conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. Grant of Stock Option. Pursuant to said action of the Stock Option
---------------------
Committee and pursuant to authorizations granted by
EXHIBIT 4.2
<PAGE>
all appropriate regulatory and governmental agencies, the Corporation hereby
grants to Optionee the option to purchase, upon and subject to the terms and
conditions of the Plan, which is incorporated in full herein by this reference,
all or any part of ________________ (_____________) Option Shares of the
Corporation's Common Stock at the price of ______________________________
Dollars ($___________) per share. For purposes of this Agreement and the Plan,
the date of grant shall be _______________________. At the date of grant,
Optionee does not own/owns stock possessing more than 10% of the total combined
-----------------
voting power of all classes of capital stock of the Corporation or any
Subsidiary.
The Stock Option granted hereunder is/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.
2. Exercisability. This Stock Option shall be exercisable as to
--------------
___________ Option Shares on _________; as to __________ Option Shares on
__________; as to __________ Option Shares on ________; as to _________ Option
Shares on __________; and as to _________ Option Shares on __________. This
Stock Option shall remain exercisable as to all of such Option Shares until
__________, 19__ (but not later than ten (10) years from the date
hereof), at which time it shall expire in its entirety, unless this Stock Option
has expired or terminated earlier in accordance with the provisions hereof or of
the Plan. Option Shares as to which this Stock Option become exercisable may be
purchased at
2
<PAGE>
any time prior to expiration of this Stock Option.
3. Exercise of Stock Option. Subject to the provision of Paragraph 4
------------------------
hereof, this Stock Option may be exercised by written notice delivered to the
Corporation stating the number of Option Shares with respect to which this Stock
Option is being exercised, together with cash (or bank, cashier's or certified
check) and/or, if permitted at or before the time of exercise by the Stock
Option Committee, shares of Common Stock of the Corporation which when added to
the cash payment, if any, have an aggregate Fair Market Value equal to the full
amount of the purchase price of such Option Shares. Not less than ten (10)
Option Shares may be purchased at any one time unless the number purchased is
the total number which remains to be purchased under this Stock Option and in no
event may the Stock Option be exercised with respect to fractional shares. Upon
exercise, Optionee shall make appropriate arrangements and shall be responsible
for the withholding of all federal and state income taxes then due, if any.
4. Prior Outstanding Stock Options. Pursuant to Section 8(b) of the
-------------------------------
Plan, an Incentive Stock Option held by Optionee may be exercisable while the
Optionee has outstanding and unexercised any Incentive Stock Option previously
granted (or substituted) to him or her by the Corporation or a corporation which
(at the time of grant) is a parent or Subsidiary of the Corporation, or a
predecessor corporation of any such entity.
3
<PAGE>
5. Cessation of Affiliation. Except as provided in Paragraph 6 hereof,
------------------------
if, for any reason other than Optionee's disability or death, Optionee ceases to
be employed by or affiliated with the Corporation or a Subsidiary, this Stock
Option shall expire three (3) months thereafter or on the date specified in
Paragraph 2 hereof, whichever is earlier. During such period after cessation of
employment or affiliation, this Stock Option shall be exercisable only as to
those increments, if any, which had become exercisable as of the date on which
the Optionee ceased to be employed by or affiliated with the Corporation or
Subsidiary, and any Stock Options or increments which had not become exercisable
as of such date shall expire and terminate automatically on such date.
6. Termination for Cause. If Optionee's employment by or affiliation with
---------------------
the Corporation or a Subsidiary is terminated for cause, this Stock Option shall
expire on the expiration dates specified for said Stock Options at the time of
their grant, or thirty (30) days after termination for cause, whichever is
earlier, unless reinstated by the Stock Option Committee within thirty (30) days
of such termination by giving written notice of such reinstatement to Optionee.
In the event of such reinstatement, Optionee may exercise this Stock Option only
to such extent, for such time, and upon such terms and conditions as if Optionee
had ceased to be employed by or affiliated with the Corporation or a Subsidiary
upon the date of such termination for a reason other than cause, disability or
death. Termination for
4
<PAGE>
cause shall include, but shall not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of illegal activity
in connection therewith, or any conduct detrimental to the interests of the
Corporation or a Subsidiary, and, in any event, the determination of the Stock
Option Committee with respect thereto shall be final and conclusive.
7. Disability or Death of Optionee. If Optionee becomes disabled or dies
-------------------------------
while employed by or affiliated with the Corporation or a Subsidiary, or during
the three-month period referred to in Paragraph 5 hereof, this Stock Option
shall automatically expire and terminate one (1) year after the date of
Optionee's disability or death or on the day specified in Paragraph 2 hereof,
whichever is earlier. After Optionee's disability or death but before such
expiration, the person or persons to whom Optionee's rights under this Stock
Option shall have passed by order of a court of competent jurisdiction or by
will or the applicable laws of descent and distribution, or the executor,
administrator or conservator of Optionee's estate, subject to the provisions of
Paragraph 13 hereof, shall have the right to exercise this Stock Option to the
extent that increments, if any, had become exercisable as of the date on which
Optionee ceased to be employed by or affiliated with the Corporation or a
Subsidiary. For purposes hereof, "disability" shall have the same meaning as
set forth in Section 14 of the Plan.
5
<PAGE>
8. Nontransferability. This Stock Option shall not be transferable
------------------
except by will or by the laws of descent and distribution, and shall be
exercisable during Optionee's lifetime only by Optionee.
9. Employment. This Agreement shall not obligate the Corporation or a
----------
Subsidiary to employ Optionee for any period, nor shall it interfere in any way
with the right of the Corporation or a Subsidiary to increase or reduce
Optionee's compensation.
10. Privileges of Stock Ownership. Optionee shall have no rights as a
-----------------------------
stockholder with respect to the Option Shares unless and until said Option
Shares are issued to Optionee as provided in the Plan. Except as provided in
Section 15 of the Plan, no adjustment will be made for dividends or other rights
in respect of which the record date is prior to the date such stock certificates
are issued.
11. Modification and Termination by Board of Directors. The rights of
---------------------------------------------------
Optionee are subject to modification and termination upon the occurrence of
certain events as provided in Sections 16 and 17 of the Plan.
12. Notification of Sale. Optionee agrees that Optionee, or any person
--------------------
acquiring Option Shares upon exercise of this Stock Option, will notify the
Corporation in writing not more than five (5) days after any sale or other
disposition of such Shares.
13. Approvals. This Agreement and the issuance of Option Shares hereunder
---------
are expressly subject to the approval of the
6
<PAGE>
Plan and the form of this Agreement by the holders of not less than a majority
of the voting stock of the Corporation. This Stock Option may not be exercised
unless and until all applicable requirements of all regulatory agencies having
jurisdiction with respect thereto, and of the securities exchanges upon which
securities of the Corporation are listed, if any, have been complied with.
14. Notices. All notices to the Corporation provided for in this
-------
Agreement shall be addressed to it in care of its Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer or Secretary at its main office and
all notices to Optionee shall be addressed to Optionee's address on file with
the Corporation or a Subsidiary, or to such other address as either may
designate to the other in writing, all in compliance with the notice provisions
set forth in Section 26 of the Plan.
15. Incorporation of Plan. All of the provisions of the Plan are
---------------------
incorporated herein by reference as if set forth in full in this Agreement. In
the event of any conflict between the terms of the Plan and any provision
contained herein, the terms of the Plan shall be controlling and the conflicting
provisions contained herein shall be disregarded.
7
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
FIRST REGIONAL BANCORP
By __________________________
By __________________________
OPTIONEE
_____________________________
8
<PAGE>
EXHIBIT 5.1
August 20, 1999
First Regional Bancorp
1801 Century Park East, Suite 800
Los Angeles, CA 90067
Ladies/Gentlemen:
We have acted as counsel to First Regional Bancorp (the "Company") in
connection with the registration by the Company of a total of up to 350,000
shares of the Company's Common Stock, no par value per share (the "Shares")
issuable by the Company upon the exercise of options granted under the First
Regional Bancorp 1991 Stock Option Plan and options granted and which may be
granted thereunder (the "Plan").
A Registration Statement on Form S-8 under the Securities Act of 1933, as
amended, covering the Shares is being filed with the Securities and Exchange
Commission concurrently herewith.
In connection herewith we have examined and relied as to matters of fact
upon such certificates of public officials, such certificates of officers of
the Company and originals or copies certified to our satisfaction of the
Articles of Incorporation and Bylaws of the Company, as amended, the Plan,
proceedings of the Board of Directors of the Company and other corporate
records, documents, certificates and instruments as we have deemed necessary
or appropriate in order to enable us to render the opinion expressed below.
In rendering the following opinion, we have assumed the genuineness of
all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatted
copies, and we have relied as to matters of fact upon statements and
certifications of officers of the Company. In addition, we have assumed that
the certificates for the Shares to be issued will conform to the specimen
thereof examined by us and will be duly registered and countersigned by the
Company's transfer agent.
EXHIBIT 5.1
<PAGE>
Based on the foregoing, we are of the opinion that when sold in
accordance with the terms and conditions of the Plan and the respective Stock
Option Agreements, the Shares will be duly and validly authorized and issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-8.
Very truly yours,
/s/ HORGAN, ROSEN, BECKHAM & COREN
Horgan, Rosen, Beckham & Coren
<PAGE>
EXHIBIT 10.1
INDEMNITY AGREEMENT
This Indemnity Agreement ("Agreement") is made by and between
("Indemnitee ") and First Regional Bancorp ("Corporation") as of this day
of , .
I. Definitions
---------------
1. "Proceedings". For the purpose of this Agreement, the word
------------
"proceeding" means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative.
2. Expenses. For the purpose of this Agreement, the term "expenses"
--------
includes, without limitation, attorneys' fees and any expense of establishing a
right to indemnification under Sections III.3 or III.4(3) of this Agreement, or
otherwise under the terms of this Agreement.
II. Severability
----------------
The obligations of the Corporation hereunder and any and all indemnity
obligations arising hereunder are separate and distinct from those arising under
any provision of the Corporation's Articles of Incorporation or the
Corporation's Bylaws, or otherwise arising under the statute as judicial
interpretation.
II. Indemnity
-------------
For good and valuable consideration, including but not limited to
agreeing to continue to serve as an officer and/or director of this Corporation:
1. This Corporation hereby indemnifies Indemitee in each and every
instance where he is or becomes a party, or is threatened
1
EXHIBIT 10.1
<PAGE>
to be made a party, to any proceeding (other than an action by or in the right
of this Corporation) by reason of the fact that he is or was an officer,
director or agent of this Corporation or any subsidiary, thereof, against
expenses, judgements, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding in all cases where he
acted in good faith and in a manner reasonably believed by him to be in the best
interests of this Corporation or any subsidiary thereof; provided that, in the
case of a criminal proceeding, this indemnity shall be effective only if the
Corporation has no reasonable cause to believe that his conduct was unlawful.
The termination of any proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not, of itself create a
---------------
presumption that he did not act in good faith and in a manner which he
reasonably believed to be in the best interests of this Corporation or, if
applicable, any subsidiary thereof or that he had reasonable cause to believe
that his conduct was unlawful.
2. This Corporation hereby indemnifies Indemnitee in each and every
instance where he is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this Corporation
by reason of the fact that he is or was an officer and/or director of this
Corporation or any subisidary thereof, against expenses actually and reasonably
incurred by him in connection with the defense or settlement of such action if
he acted in good faith, and in a manner believed
2
<PAGE>
by him to be in the best interest of this Corporation or, if applicable any
subisidary thereof with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use under similar
circumstances. No indemnification shall be made under this Section III.2:
(1) In respect to any claim, issue or matter as to which
Indemnitee shall have been adjudged to be liable to this Corporation,
or if applicable, any subsidiary thereof in the performance of his
duty to this Corporation or, if applicable, any subisidary thereof,
unless and only to the extent that that court in which such proceeding
is or was pending, shall determine upon application that, in view of
all the circumstances of the case, he is fairly and reasonably
entitled to indemnity for the expense which such court shall
determine;
(2) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(3) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval.
3. To the extent that Indemnitee has been successful on the merits in
defense of any proceedings referred to in Sections III.1 or III.2 or in defense
claim, issue or matter
3
<PAGE>
therein, he shall be indemnified against expenses actually and reasonably
incurred by him in connection therewith.
4. Except as provided in Section III.3, any indemnification under this
Agreement shall be made by this Corporation only upon a determination in the
specific case that indemnification of Indemnitee is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section III.1
or III.2, which determination shall be made by:
(1) A majority vote of a quorum consisting of directors who are
not parties to such proceeding; or
(2) Approval or ratification by the affirmative vote of a
majority of the shares of this Corporation entitled to vote
represented at a duly held meeting at which a quorum is present or by
the written consent of holders of a majority of the outstanding shares
entitled to vote (for such purpose, the shares entitled to vote (for
such purpose, the shares owned by the person to be indemnified shall
not be considered outstanding or entitled to vote hereon); or
(3) The court of which such proceeding is or was pending, upon
application made by this Corporation or or the attorney or other
person rendering services in connection with the defense, whether or
not such application by Indemnitee, attorney or other person is
opposed by this Corporation.
5. Expenses incurred in defending any proceeding shall be advanced by
this Corporation prior to the final disposition of
4
<PAGE>
such proceeding upon receipt of an undertaking by or on behalf of Indemnitee
substantially in the form attached hereto as Exhibit "A" and incorporated herein
by this reference, to repay such amount which repayment shall not be required if
the indemnification provisions of this Agreement take effect.
IV. General Provisions
------------------
1. Notices. Any notice, request, demand or other communication required
-------
or permitted hereunder shall be deemed to be properly given when personally
served in writing, when deposited in the United States mail, postage prepaid,
when communicated to the public telegraph company for transmittal, addressed to
the Corporation at its head office location or to Indemnitee at his/her last
known address. Either party may change its address by written notice in
accordance with this Section IV.1.
2. Applicable Law. This Agreement is to be governed by and construed in
--------------
accordance with the laws of the State of California.
3. Invalid Provisions. Should any provision(s) of this Agreement for any
------------------
reason be declared invalid, void, or unenforceable by a court of competent
jurisdiction, the validity and binding effect of any remaining portion shall not
be affected, and the remaining portions of this Agreement shall remain in full
force and effect as if this Agreement had been executed with said provision(s)
eliminated.
4. Entire Agreement. This Agreement, together with Exhibit "A" attached
----------------
hereto and incorporated herein, contains the
5
<PAGE>
entire agreement of the parties. It supersedes any and all other agreements,
either oral or in writing, between the parties hereto with respect to the
indemnification covered hereby. Each party to this Agreement acknowledges that
no representations, inducements, promises or agreements, oral or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein. This Agreement may not be modified or amended by oral
agreement, but only by an agreement in writing signed by the parties hereto.
5. Benefit of Agreement. This Agreement shall inure to the benefit of
--------------------
and be binding upon the parties hereto and their respective executors,
administrators, successors and assigns.
6. Arbitration. In the event that any dispute shall arise between the
-----------
parties concerning the provisions of this Agreement or the performance of any
part of the obligations hereunder, or in the event of an alleged breach of this
Agreement by either of the parties hereto, and the parties are unable to
mutually adjust and settle same, such dispute may, at the option of either
party, be submitted to binding arbitration pursuant to the applicable rules of
the American Arbitration Association, and the decision and determination of the
arbitrators shall be final and conclusive.
7. Attorneys' Fees. In the event of the arbitration provided for in
---------------
Section IV.6 hereof or any litigation between the parties hereto with respect to
the subject matter of this Agreement, the unsuccessful party in such arbitration
and/or litigation agrees to pay the prevailing party therein all
6
<PAGE>
reasonable attorneys' fees, costs and expenses incurred therein by the
prevailing party, in addition to any and all other remedies or relief to which
the prevailing party may be entitled, all of which shall be included in and made
a part of any judgment rendered in such arbitration and/or litigation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
FIRST REGIONAL BANK
By:
7
<PAGE>
UNDERTAKING
In consideration of the payment of expenses incurred in providing my
defense in that matter captioned _______________________________________________
____________________ ( the "Lawsuit"), by ______________________________________
_________ in accordance with the provisions of that certain Indemnification
Agreement between the Corporation and me dated , ("Agreement"), I
hereby undertake and agree to repay any expenses so incurred and paid by the
Corporation on my behalf in the Lawsuit unless it shall be determined under the
terms of the Agreement that I am entitled to be indemnified as authorized in the
Agreement.
IN WITNESS WHEREOF, I have hereunto subscribed by name this _________ day
of _______________________, .
________________________
EXHIBIT "A"
<PAGE>
INDEMNITY AGREEMENT
This Indemnity Agreement ("Agreement") is made by and between
("Indemnitee") and First Regional Bank ("Corporation") as of this day of
, 1990.
I. Definitions
-----------
1. "Proceedings". For the purpose of this Agreement, the word
-------------
"proceeding" means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative.
2. Expenses. For the purpose of this Agreement, the term "expenses"
--------
includes, without limitation, attorneys' fees and any expense of establishing a
right to indemnification under Sections III.3 or III.4(3) of this Agreement, or
otherwise under the terms of this Agreement.
II. Severability
------------
The obligations of the Corporation hereunder and any and all indemnity
obligations arising hereunder are separate and distinct from those arising under
any provision of the Corporation's Articles of Incorporation or the
Corporation's Bylaws, or otherwise arising under the statute as judicial
interpretation.
III. Indemnity
---------
For good and valuable consideration, including but not limited to
agreeing to continue to serve as an officer and/or director of this Corporation:
1. This Corporation hereby indemnifies Indemnitee in each and every
instance where he is or becomes a party, or is threatened to be made a party, to
any proceeding (other than an action by or in the right of this Corporation) by
reason of the fact that he/she
1
<PAGE>
is or was an officer, director or agent of this Corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding in all cases where he acted in good faith and
in a manner reasonably believed by him to be in the best interests of this
Corporation; provided that, in the case of a criminal proceeding, this indemnity
shall be effective only if the Corporation has no reasonable cause to believe
that his conduct was unlawful. The termination of any proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere or its
---- ----------
equivalent shall not, of itself, create a presumption that he did not act in
good faith and in a manner which he reasonably believed to be in the best
interests of this Corporation or that he had reasonable cause to believe that
his conduct was unlawful.
2. This Corporation hereby indemnifies Indemnitee in each and every
instance where he is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this Corporation
by reason of the fact that he is or was an officer and/or director of this
Corporation, against expenses actually and reasonably incurred by him in
connection with the defense or settlement of such action if he acted in good
faith, and in a manner believed by him to be in the best interest of this
Corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indemnification shall be made under this Section III.2:
(1) In respect to any claim, issue or matter as to which
Indemnitee shall have adjudged to be liable
2
<PAGE>
to this Corporation in the performance of his duty to this
Corporation, unless and only to the extent that the court in which
such proceeding is or was pending, shall determine upon application
that, in view of all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for the expense which such court
shall determine;
(2) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(3) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval.
3. To the extent that Indemnitee has been successful on the merits in
defense of any proceedings referred to in Sections III.1 or III.2 or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him/her in connection therewith.
4. Except as provided in Section III.3, any indemnification under this
Agreement shall be made by this Corporation only upon a determination in the
specific case that indemnification of Indemnitee is proper in the circumstances
because he/she has met the applicable standard of conduct set forth in Section
III.1 or III.2, which determination shall be made by:
(1) A majority vote of a quorum consisting of directors who are
not parties to such proceeding; or
(2) Approval or ratification by the affirmative vote of a
majority of the shares of this Corporation
3
<PAGE>
entitled to vote represented at a duly held meeting at which a quorum
is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote (for such purpose, the shares
owned by the person to be indemnified shall not be considered
outstanding or entitled to vote hereon); or
(3) The court of which such proceeding is or was pending, upon
application made by this Corporation, Indemnitee or the attorney or
other person rendering services in connection with the defense,
whether or not such application by Indemnitor, attorney or other
person is opposed by this Corporation,
5. Expenses incurred in defending any proceeding shall be advanced by
this Corporation prior to the final disposition of such proceeding upon receipt
of an undertaking by or on behalf Indemnitee of substantially in the form
attached hereto as Exhibit "A" and incorporated herein by this reference, to
repay such amount which repayment shall not be required if the indemnification
provisions of this Agreement take effect.
IV. General Provisions
----------------------
1. Notices. Any notice, request, demand or other communication required
-------
or permitted hereunder shall be deemed to be properly given when personally
served in writing, when deposited in the United States mail, postage prepaid,
when communicated to the public telegraph company for transmittal, addressed to
the Corporation at its head office location or to Indemnitee at his/her last
known address. Either party may change its address notice in accordance with
this Section IV.1.
4
<PAGE>
2. Applicable Law. This Agreement is to be governed by and construed
--------------
in accordance with the laws of the State of California.
3. Invalid Provisions. Should any provision(s) of this Agreement for any
------------------
reason be declared invalid, void, or unenforceable by a court of competent
jurisdiction, the validity and binding effect of any remaining portion shall not
be affected, and the remaining portions of this Agreement shall remain in full
force and effect as if this Agreement had been executed with said provision(s)
eliminated.
4. Entire Agreement. This Agreement, together with Exhibit "A" attached
----------------
hereto and incorporated herein, contains the entire agreement of the parties. It
supersedes any and all other agreements, either oral or in writing, between the
parties hereto with respect to the indemnification covered hereby. Each party to
this Agreement acknowledges that no representations, inducements, promises or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein. This Agreement may not be
modified or amended by oral agreement, but only by an agreement in writing
signed by the parties hereto.
5. Benefit of Agreement. This Agreement shall inure to the benefit of
--------------------
and be binding upon the parties hereto and their respective executors,
administrators, successors and assigns.
6. Arbitration. In the event that any dispute shall arise between the
-----------
parties concerning the provisions of this Agreement or the performance of any
part of the obligations hereunder, or in the event of an alleged breach of this
Agreement by either of
5
<PAGE>
the parties hereto, and the parties are unable to mutually adjust and settle
same, such dispute may, at the option of either party, be submitted to binding
arbitration pursuant to the applicable rules of the American Arbitration
Association, and the decision and determination of the arbitrators shall be
final and conclusive.
7. Attorneys' Fees. In the event of the arbitration provided for in
---------------
Section IV.6 hereof or any litigation between the parties hereto with respect to
the subject matter of this Agreement, the unsuccessful party in such arbitration
and/or litigation agrees to pay the prevailing party therein all reasonable
attorneys' fees, cost and expenses incurred therein by the prevailing party, in
addition to any and all other remedies or relief to which the prevailing party
may be entitled, all of which shall be included in and made a part of any
judgment rendered in such arbitration and/or litigation.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
FIRST REGIONAL BANK
By:
6
<PAGE>
UNDERTAKING
In consideration of the payment of expenses incurred in providing my
defense in that matter captioned ______________________________________________
______________________ (the "Lawsuit"), by ____________________________________
______ in accordance with the provisions of that certain Indemnification
Agreement between the Corporation and me dated , ("Agreement"), I
hereby undertake and agree to repay any expenses so incurred and paid by the
Corporation on my behalf in the Lawsuit unless it shall be determined under the
terms of the Agreement that I am entitled to be indemnified as authorized in the
Agreement.
IN WITNESS WHEREOF, I have hereunto subscribed by name this _________ day
of ___________________________,
___________________________
EXHIBIT "A"
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of First Regional Bancorp on Form S-8 of our report dated January 30,
1996, appearing in the Annual Report on Form 10-K of First Regional Bancorp
for the year ended December 31, 1995, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
August 19, 1996
EXHIBIT 23.2
