OPTIONEES TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING
PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT.
UNLESS OTHERWISE STATED, ALL DEFINED TERMS IN THE PLAN SHALL HAVE THE SAME
MEANING HEREIN AS SET FORTH IN THE PLAN.
MONARCH BANCORP
STOCK OPTION AGREEMENT
/ / Incentive Stock Option
/ / Non-Qualified Stock Option
THIS AGREEMENT, dated the ____ day of ____________, 19__, by and
between Monarch Bancorp, a California corporation (the "Corporation"), and
_____________________ (the "Optionee");
WHEREAS, pursuant to the Corporation's 1993 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 at the price of _________________
Dollars ($_____) per share, such Stock Option to be for the term and upon the
terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. GRANT OF STOCK OPTION. Pursuant to said action of the Stock
Option Committee and pursuant to authorizations granted by all appropriate
regulatory and governmental agencies, the Corporation hereby grants to Optionee
a Stock Option to
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purchase, upon and subject to the terms and conditions of the Plan, which is
incorporated in full herein by this Reference, all or any part of
________________ (_______) Option Shares of the Corporation's Common Stock, at
the price of ____________________ Dollars ($_____) per share. For purposes of
this Agreement and the Plan, the date of grant shall be _________________, 19__.
At the date of grant, Optionee [DOES] [DOES NOT OWN] 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 422A of the Internal
Revenue Code of 1986, as amended.
2. EXERCISABILITY. This Stock Option shall be exercisable as to
_________________ Option Shares on ________________, 19__, as to
__________________ Option Shares on ________________, 19__, as to
__________________ Option Shares on ________________, 19__, as to
__________________ Option Shares on ________________, 19__, and as to
_________________ Option Shares on ________________, 19__. 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. Option shares as to which
this Stock Option becomes exercisable may be purchased at any time prior to
expiration of this Stock Option.
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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 and/or, if permitted at 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, and/or, if permitted at the time of exercise by the Stock Option
Committee, and if Optionee is not also a director, consultant or business
advisor of the Corporation or any of its subsidiaries, on a deferred basis
evidenced by a promissory note. In addition, the Optionee shall have the right
upon the exercise of this Stock Option in the manner set forth above to
surrender for cancellation a portion of this Stock Option to the Company for the
number of shares (the "Surrendered Shares") specified in the holder's notice of
exercise, by delivery to the Company with such notice written instructions from
such holder to apply the Appreciated Value (as defined below) of the Surrendered
Shares to payment of the exercise price for shares subject to this Stock Option
that are being acquired upon such exercise. The term "Appreciated Value" for
each share subject to this Stock Option shall mean the excess of the Fair Market
Value thereof over the exercise price then in effect. 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
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arrangements and shall be responsible for the withholding of any federal and
state income taxes then due.
4. PRIOR OUTSTANDING STOCK OPTIONS. Incentive Stock Options granted
to an Optionee may be exercisable while such Optionee has outstanding and
unexercised any Incentive Stock Option previously granted to him or her pursuant
to this Plan. The Stock Option Committee shall determine if such options shall
be exercisable if there are any Incentive Stock Options previously granted (or
substituted) to him or her pursuant to this Plan, and such determination shall
be evidenced in the Agreement executed by the Optionee and the Corporation. An
Incentive Stock Option shall be treated as outstanding until it is exercised in
full or expires by reason of lapse of time.
5. CESSATION OF EMPLOYMENT. Except as provided in Paragraphs 6, 8 or
10 hereof, except if Optionee is granted an option as a consultant, business
associate or other person or entity with important business relationships with
the Corporation, if Optionee's status as an Eligible Participant under the Plan
is terminated, 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 termination of status as an Eligible Participant, except if
Optionee is granted an option as a consultant, business associate or other
person or entity with important business relationships with the Corporation,
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's status as an
Eligible Participant was terminated, and any Stock Options or increments which
had not become exercisable as of such date shall expire and terminate
automatically on
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such date. If Optionee is granted an option as a consultant, business associate
or other person or entity with important business relationships with the
Corporation, this Stock Option shall not expire as a result of consultant,
business associate or other person or entity with important business
relationships with the Corporation no longer doing business or otherwise
terminating his or its business relationship with the Corporation.
6. DISABILITY OR DEATH OF OPTIONEE. Except if Optionee is granted an
option as a consultant, business associate or other person or entity with
important business relationships with the Corporation, if Optionee loses his or
its status as an Eligible Participant under the Plan by reason of death or if
Optionee is disabled while employed by the Corporation or a Subsidiary, or if
Optionee dies or becomes so disabled during the three-month period referred to
in Paragraph 5 hereof, this Stock Option shall automatically expire and
terminate one (l) year after the date of Optionee's disability or death or on
the day specified in Paragraph 2 hereof, whichever is earlier. If Optionee is
granted an option as a consultant, business associate or other person or entity
with important business relationships with the Corporation, this Stock Option
shall not expire as a result of such Optionee's death or disability. 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, shall have the right to exercise this Stock Option to the extent that
increments, if any, had become
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exercisable as of the date on which Optionee's status as an Eligible Participant
under the Plan had been terminated. For purposes hereof, "disability" shall
have the same meaning as set forth in Section 13 of the Plan.
7. 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 or his or her guardian
or legal representative.
8. EMPLOYMENT. Optionee, other than directors, consultants or
business advisors, agrees to remain in the employ of the Corporation, or any
subsidiary for at least one (l) year from the date the option is granted subject
to prior termination at the discretion of the Board of Directors. 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.
9. 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.
10. 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 12, 13, 14 and 15 of the Plan. Upon
adoption by the requisite holders of the Corporation's outstanding shares of
Common Stock of any plan
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of dissolution, liquidation, reorganization, merger, consolidation or sale of
all or substantially all of the assets of the Corporation to, or the acquisition
of stock representing more than fifty percent (50%) of the voting power of the
Corporation then outstanding by another corporation or person which would, upon
consummation, result in termination of this Stock Option in accordance with
Section 15 of the Plan, this Stock Option shall become immediately exercisable
as to all vested but unexercised Option Shares for a period then specified by
the Stock Option Committee, but in any event not less than 30 days, in
accordance with Section 8(e) of the Plan, on the condition that the terminating
event described in Section 15 of the Plan is consummated. If such terminating
event is not consummated, this Stock Option shall be exercisable in accordance
with the terms of the Agreement, excepting this Paragraph 10.
11. 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.
12. REPRESENTATIONS OF OPTIONEE. No Option Shares issuable upon the
exercise of this Stock Option shall be issued and delivered unless and until all
requirements of applicable state and federal law and of the Securities and
Exchange Commission pertaining to the issuance and sale of such Option Shares,
and all applicable listing requirements of the securities exchanges, if any, on
which shares of Common Stock of the Corporation of the same class are then
listed, shall have been
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complied with. Without limiting the foregoing, the undersigned Optionee hereby
agrees, represents and warrants that unless and until the shares of Common Stock
covered by the Plan and issued to Optionee have been registered with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, Optionee will acquire all Option Shares upon exercise of this Stock
Option for investment purposes only and not for resale or for distribution, and
Optionee hereby agrees to execute and deliver to the Corporation a
representation letter in the form and substance of Exhibit "A" attached hereto,
and to be bound by the representations, warranties, covenants and promises
contained therein. Optionee further agrees, represents and warrants that upon
exercise of all or part of this Stock Option, Optionee will not transfer any
such Option Shares except in compliance with said registration provisions or an
applicable exemption therefrom. Upon each exercise of any portion of this Stock
Option, the person entitled to exercise same shall, unless waived by the
Corporation, furnish evidence satisfactory to counsel for the Corporation
(including written and signed representations in the form attached hereto as
Exhibit "B") that the Option Shares are being acquired in good faith for
investment purposes only and not for resale or distribution except in compliance
with the state and federal requirements described above or applicable exemptions
therefrom. Furthermore, the Corporation, may, if it deems appropriate, issue
stop transfer instructions against any Option Shares and affix to any
certificate representing such Shares the legends of the type described in
Section 24 of the Plan.
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13. NOTICES. All notices to the Corporation provided for in this
Agreement shall be addressed to it in care of its President or Chief Financial
Officer at its principal office and all notices to Optionee shall be addressed
to Optionee's address on file with the Corporation or a subsidiary corporation,
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 25 of the Plan.
14. INCORPORATION OF PLAN. All of the provisions of the Plan are
incorporated herein by reference as if set forth in full hereat. 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 herein shall be disregarded.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Monarch Bancorp
By:
------------------------------------
By:
------------------------------------
OPTIONEE
---------------------------------------
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EXHIBIT "A"
_____________, 19__
Monarch Bancorp
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
On this ___ day of ________ 19__, the undersigned has been granted
pursuant to the Monarch Bancorp 1993 Stock Option Plan (the "Plan") and the
Stock Option Agreement (the "Agreement") by and between Monarch Bancorp and the
undersigned, dated ________ _, 19__, an option to purchase _____________ (_____)
shares of the no par value Common Stock of Monarch Bancorp (the "Stock").
In consideration of the grant of such option by Monarch Bancorp:
1. I hereby represent, warrant and certify to you that I am a bona
fide resident and domiciliary of the State of California and that I maintain my
principal residence in the State of California.
2. 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 resell the stock in violation of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.
3. I hereby acknowledge and agree that (l) 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 Monarch Bancorp to register such stock under the
Securities Act of 1933, as amended, and the rules and regulations thereunder;
and (2) that 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
Monarch Bancorp determines that the transfer will not violate the Federal
securities laws.
4. 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 first registering the same under the Securities Act of 1933, as
amended.
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5. 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 Monarch
Bancorp's transfer agent.
6. I am registered to vote in California: Yes / /
No / /
7. I have been a resident of California for ____ years.
8. My permanent residence address is as follows:
-------------------------------
-------------------------------
-------------------------------
9. I hereby agree to inform the Corporation if, during the term of
the option, I move my principal residence outside of California.
The agreements contained herein shall inure to benefit of and be
binding upon the respective legal representatives, successors and assigns of the
undersigned and Monarch Bancorp.
Very truly yours,
--------------------------------------
(Signature)
--------------------------------------
(Type or Print Name)
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▇▇▇▇▇▇▇ "▇"
_____________, 19__
Monarch Bancorp
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
On this ____ day of _______________, 19__, the undersigned has
acquired, pursuant to the Monarch Bancorp 1993 Stock Option Plan (the "Plan")
and the Stock Option Agreement (the "Agreement") by and between Monarch Bancorp
and the undersigned, dated __________, 19__, ___________ (_____) shares of the
no par value Common Stock of Monarch Bancorp (the "Stock"). In consideration of
the issuance of Monarch Bancorp to the undersigned said shares of its Common
Stock:
1. I hereby represent and warrant to you that the Stock will be
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 represent, warrant and certify to you that I am a bona
fide resident and domiciliary of the State of California and that I maintain my
principal residence in the State of California.
3. 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 Monarch Bancorp to register such stock under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder; and (b) the Stock acquired by me is not freely tradeable and must be
held by me unless traded as provided in Paragraph 4 herein or 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
or 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 to be received
by me pursuant to said Plan and Agreement and that I understand the scope and
effect of those restrictions.
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4. I hereby represent, warrant, and certify to the Corporation that I
will not sell or otherwise dispose of all or any part of the shares of the stock
being acquired by me pursuant to the Plan or any interest therein to an
non-resident individual, corporation, partnership, or other form of business
organization of the State of California.
5. I hereby represent, warrant and certify to the Corporation that
the information supplied to the Corporation pursuant to Exhibit "l" attached
hereto is true and correct and may be relied upon by the Corporation in
connection with the issuance of the Corporation's Stock to me.
6. 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 not a bona fide resident of the State of California; 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.
7. 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 representation in this letter
and the Plan and the Agreement:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
and
"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 BY
MONARCH BANCORP, THAT REGISTRATION IS NOT REQUIRED."
8. 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 transfer described herein will be observed.
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The agreements contained herein shall inure to benefit of and be
binding upon the respective legal representatives, successors and assigns of the
undersigned and Monarch Bancorp.
Very truly yours,
---------------------------------------
(Signature)
---------------------------------------
(Type or Print Name)
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