EXHIBIT 10.2
STOCK OPTION AWARD AGREEMENT
UNDER BRIDGE CAPITAL HOLDINGS 2006 EQUITY INCENTIVE PLAN
[FORM FOR INCENTIVE OPTIONS/NONSTATUTORY OPTIONS/TANDEM SAR'S]
Bridge Capital Holdings, a California corporation, and the undersigned
person ("OPTIONEE") have entered into this Stock Option Agreement effective as
of the Grant Date set forth below. The Company has granted to Optionee the
option (the "OPTION") to purchase the number of shares (the "SHARES") of common
stock, no par value, of the Company ("STOCK") set forth below at the per Share
purchase price (the "EXERCISE PRICE") set forth below, pursuant to the terms of
this Award Agreement. The Option was granted under the Company's 2006 Equity
Incentive Plan, as the same may be amended, modified, supplemented or
interpreted from time to time (the "PLAN"), which is incorporated herein by
reference and to which this Option is subject in all respects.
Optionee Name: _____________________
Grant Date: _____________________
MM/DD/YYYY
Number of Shares: _____________
Exercise Price: $______
1. TERMS OF PLAN. All capitalized terms used in this Award Agreement and not
otherwise defined shall have the meanings ascribed thereto in the Plan. Optionee
confirms and acknowledges that Optionee has received and reviewed the Prospectus
for the Plan, entitled "PROSPECTUS--500,000 SHARES OF COMMON STOCK--BRIDGE
CAPITAL HOLDINGS 2006 EQUITY INCENTIVE PLAN" dated October 2, 2006. The Plan is
administered by the Committee which has complete authority to make all
determinations with respect to each Award, to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan, to determine the
terms and provisions of Award Agreements, and to make all other determinations
under the Plan.
2. NATURE OF THE OPTION. The Option has been granted as an incentive to
Optionee's Continuous Service, and is in all respects subject to such Continuous
Service and all other terms and conditions of this Award Agreement. The Option
is intended to be an [INCENTIVE/NONSTATUTORY] Option.
3. VESTING, EXERCISE AND TERM OF OPTION. The Option shall vest and become
exercisable during its term in accordance with the following provisions:
(A) VESTING AND RIGHT OF EXERCISE.
(I) The Option shall vest and become exercisable with respect to 1/4%
of the Shares at the first anniversary of the Grant Date and as
to 1/4 % of the Shares on each successive anniversary thereafter
until all of the Shares have vested, subject to Optionee's
Continuous Service.
(II) In the event of Optionee's death, disability or other termination
of Optionee's Continuous Service, the Option shall be exercisable
in the following manner:
(I) Termination of Employment: the Option ceases to be
exercisable 90 days following termination of employment,
during which time it shall be exercisable only to the extent
exercisable at the date of termination, except that the
Option shall not be exercised after its expiration date;
(II) Disability: if Optionee was in Continuous Service from the
Grant Date until the date of termination of service due to
disability the Option ceases to be exercisable twelve months
following the date of termination of Continuous Service from
disability, during which time it shall be exercisable only
to the extent exercisable at the date of termination due to
disability, except that the Option shall not be exercised
after its expiration date; and
(III) Death: if the Optionee was in Continuous Service from the
Grant Date until the date of death, the Option ceases to be
exercisable twelve months following the date of death,
during which time it shall be exercisable by the Optionee's
estate or by a person who acquired the right to exercise the
Option by bequest, inheritance or otherwise as a result of
the Optionee's death only to the extent exercisable at the
date of death, except that the Option shall not be exercised
after its expiration date. However, an Option or Stock
Appreciation Right held by a Participant who was a
non-employee Director at the time of death shall accelerate
and become fully exercisable on the date of death, and
remain exercisable until the date of its expiration pursuant
to its terms
(B) METHOD OF EXERCISE. In order to exercise any vested portion of the Option,
Optionee shall notify the Company in writing by executing and delivering
the Notice of Exercise of Stock Option in the form attached hereto as
Exhibit A (the "EXERCISE NOTICE"). The certificate or certificates
representing Shares as to which the Option has been exercised shall be
registered in the name of Optionee or otherwise as the Optionee may request
and the Company shall permit.
(C) RESTRICTIONS ON EXERCISE; TERM OF OPTION.
(I) Optionee may exercise the Option only with respect to Shares that
have vested in accordance with Section 3(a) of this Award
Agreement.
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(II) Optionee may not exercise the Option if the issuance of the
Shares upon such exercise or the method of payment of
consideration for such Shares would constitute a violation of any
applicable federal or state securities law or other law or
regulation.
(III) The method and manner of payment of the Exercise Price will be
subject to the prohibition on loans to directors and executive
officers in Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, to the
rules under Part 221 of Title 12 of the Code of Federal
Regulations as promulgated by the Federal Reserve Board, and to
any other applicable laws, rules or regulations.
(IV) As a condition to the exercise of the Option, the Company may
require certain representations and warranties as the Company may
request pursuant to Section 9.3 of the Plan. Prior to or
subsequent to exercise of the Option, the Company may require the
Optionee to enter into certain lock-up arrangements as provided
in Section 9.4 of the Plan.
(V) Optionee may only exercise the Option upon, and the obligations
of the Company under this Award Agreement to issue Shares to
Optionee upon any exercise of the Option is conditioned on,
satisfaction of all federal, state, local or other withholding
tax obligations associated with such exercise (whether so
required to secure for the Company a tax deduction or otherwise)
("WITHHOLDING OBLIGATIONS"). The Company reserves the right to
require Optionee to remit to the Company an amount sufficient to
satisfy all Withholding Obligations prior to the issuance of any
Shares upon any exercise of the Option. In addition, Optionee
authorizes the Company to deduct any such Withholding Obligations
from any payments of any kind due to Optionee (whether in
connection with the Option or otherwise).
(VI) [THE OPTIONEE MAY ELECT TO SATISFY WITHHOLDING OBLIGATIONS, IN
WHOLE OR IN PART, BY HAVING THE COMPANY WITHHOLD SHARES OF STOCK
OTHERWISE DUE TO THE OPTIONEE UPON EXERCISE OF THE OPTION, OR BY
SUBMITTING SHARES OF STOCK PREVIOUSLY OWNED BY THE OPTIONEE.]
(VII) No fraction of a Share shall be purchasable or deliverable upon
exercise of the Option, but in the event any such Shares shall
include a fraction of a Share (whether due to net exercise,
payment of the Exercise Price by having Shares withheld or by
submitting previously owned shares, by adjustment of the Option
as provided in the Plan, or otherwise), such number of Shares
shall be rounded down to the nearest smaller whole number of
Shares.
(VIII) The Option may not be exercised more than 10 years after the
Grant Date, and may be exercised during such term only in
accordance with the terms of this Award Agreement.
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4. TRANSFERABILITY OF OPTION.
(A) [THE OPTION MAY NOT BE TRANSFERRED IN ANY MANNER OTHER THAN BY WILL OR
PURSUANT TO THE LAWS WHICH WOULD APPLY IF THE OPTIONEE DIES WITHOUT
LEAVING A WILL.]
---OR---
(A) [THE OPTION MAY BE TRANSFERRED BY THE OPTIONEE THROUGH A GIFT OR
DOMESTIC RELATIONS ORDER IN SETTLEMENT OF MARITAL PROPERTY RIGHTS, AND
MAY BE REACQUIRED BY THE OPTIONEE FROM, ANY "FAMILY MEMBER" AS DEFINED
IN AND IN A MANNER CONSISTENT WITH SECTION 6.4 OF THE PLAN, PROVIDED
THAT ANY SUCH TRANSFER IS WITHOUT PAYMENT OF ANY VALUE WHATSOEVER AND
THAT NO TRANSFER SHALL BE VALID UNLESS FIRST APPROVED BY THE
COMMITTEE, ACTING IN ITS SOLE DISCRETION.] [SELECT EITHER PARAGRAPH
(A) ABOVE OR THIS PARAGRAPH (A)
(B) The terms of this Award Agreement shall bind the Optionee and his or
her spouse or domestic partner and the respective Permitted
Transferees, executors, administrators, heirs, personal
representatives and successors of the foregoing.
5. METHOD OF PAYMENT.
(A) Upon exercise, Optionee shall pay the aggregate Exercise Price of the
Shares purchased and the Withholding Obligations by any of the
following methods, or a combination thereof, at the election of
Optionee:
(I) cash;
(II) certified or bank cashier's check;
(III) if shares of Stock are traded on an established stock market or
exchange on the date of exercise, by surrender of whole shares of
Stock having a Market Value equal to the portion of the Exercise
Price to be paid by such surrender, PROVIDED that if such shares
of Stock to be surrendered were acquired upon exercise of an
Incentive Option, Optionee must have first satisfied the holding
period requirements under Section 422(a)(1) of the Code;
(IV) by a "net exercise" of the Option, in which the Company will not
require a payment of the Exercise Price in cash but will reduce
the number of shares of Stock issued upon the exercise by the
largest number of whole shares that have a Fair Market Value that
does not exceed the aggregate Exercise Price of the Shares as to
which the Option is being exercised. With respect to any
remaining balance of the aggregate Exercise Price, the Company
will accept a cash payment from the Optionee. The number of
shares of Stock underlying the Option will decrease following
exercise to the extent of (i) Shares used to pay the Exercise
Price of an Option under the "net exercise" feature, (ii) Shares
actually delivered to the Optionee as a result of such exercise
and (iii) shares withheld to pay the Withholding Obligations;
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(V) if shares of Stock are traded on an established stock market or
exchange on the date of exercise, pursuant to and under the terms
and conditions of any formal cashless exercise program authorized
by the Company entailing the sale of the Stock subject to an
Option in a brokered transaction (other than to the Company); or
(VI) [STOCK APPRECIATION RIGHT. BY ELECTING TO RECEIVE IN CASH ANY
EXCESS IN THE MARKET VALUE OF ANY NUMBER OF SHARES OF STOCK
SUBJECT TO AVAILABLE INSTALLMENTS OF THE OPTION ON THE DATE OF
EXERCISE, OVER THE EXERCISE PRICE AND RELATED WITHHOLDING
OBLIGATIONS. THIS STOCK APPRECIATION RIGHT WILL TERMINATE TO THE
EXTENT THAT THE OPTION IS EXERCISED, EXPIRES OR IS CANCELLED, AND
THE OPTION WILL TERMINATE TO THE EXTENT THAT THIS STOCK
APPRECIATION RIGHT IS EXERCISED, EXPIRE OR IS CANCELLED.--STRIKE
IF COMPANY IS NOT GRANTING A STOCK APPRECIATION RIGHT IN TANDEM
WITH THE OPTION.]
(B) PAYMENT IN STOCK. If Optionee shall pay all or a portion of the
aggregate Exercise Price and Withholding Obligations due upon an
exercise of the Option by surrendering shares of Stock pursuant to
Section 5(a)(iii), then Optionee:
(I) shall accompany the Exercise Notice with a duly endorsed blank
stock power (with an appropriate signature guarantee if requested
by the Company) with respect to the number of shares of Stock to
be surrendered and shall deliver the certificate(s) representing
such surrendered shares to the Company at its principal offices
within two business days after the date of the Exercise Notice;
(II) authorizes the Company to transfer so many whole number of Shares
represented by such certificate(s) that have a Fair Market Value
that does not exceed the aggregate Exercise Price for the Shares
as to which the Option is being exercised. With respect to any
remaining balance of the aggregate Exercise Price, the Company
will accept a cash payment from the Optionee; and
(III) may not surrender any fractional share as payment of any portion
of the Exercise Price.
6. ADJUSTMENTS TO OPTION. Pursuant to Section 8.1 of the Plan, in certain
cases the number of Shares covered by the Option and the Exercise Price will be
proportionately adjusted if the outstanding number of shares of Stock are
increased, decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares or other
securities are distributed with respect to the outstanding Stock, through
merger, consolidation, sale of all or substantially all the property of the
Company, reorganization, combination, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, or other similar distribution of the
Company's equity securities without the receipt of consideration by the Company.
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7. NOT AN EMPLOYMENT CONTRACT. Nothing in the Plan or this Award Agreement
shall confer upon Optionee any right to continuation of the Optionee's
employment or other association with the Company or shall interfere with or
restrict in any way the rights of the Company, which are hereby expressly
reserved, to modify the terms of Optionee's employment or to terminate
Optionee's employment at any time for any reason whatsoever, with or without
cause.
8. TAX CONSEQUENCES GENERALLY. Optionee acknowledges that Optionee may
suffer adverse tax consequences as a result of exercise of the Option. Optionee
acknowledges that the Company advises Optionee to consult with the Optionee's
tax advisers in connection with the tax implications relating to the Option
including but not limited to the acquisition, disposition or transfer of the
Option or of any securities or property in connection therewith, and that
Optionee is not relying on the Company for any tax advice in connection
therewith. Any adverse consequences incurred by an Optionee in connection with
the Option, including, without limitation, from the use of shares of Stock to
pay any part of the Exercise Price or any tax in connection with the exercise of
the Option, and any adverse tax consequences arising from a disqualifying
disposition within the meaning of Section 422 of the Code, shall be the sole
responsibility of Optionee.
9. CANCELLATION OF OPTION FOR IMPROPER ACTS OF OPTIONEE. If a Participant
is determined by the Board to have committed an act of embezzlement, fraud,
dishonesty, breach of fiduciary duty to the Company or its shareholders, or to
have deliberately disregarded the rules of the Company which resulted in loss,
damage or injury to the Company, or if a Participant is removed from any office
of the Company by any regulatory agency, or if a director Participant is removed
from office pursuant to Section 302 or Section 304 of the California
Corporations Code, neither the Participant nor the Participant's estate shall be
entitled to exercise any Option with respect to any Stock whatsoever after
termination of employment or officer status, whether or not after termination of
employment or officer status the Participant may receive payment from the
Company for vacation pay, for services rendered prior to termination, for
services for the day on which termination occurred, for salary in lieu of
notice, or for other benefits.
10. CONSENT OF SPOUSE/DOMESTIC PARTNER. Optionee agrees that Optionee's
spouse's or domestic partner's interest in the Option is subject to this Award
Agreement and such spouse or domestic partner is irrevocably bound by the terms
and conditions of this Award Agreement. Optionee agrees that all community
property interests of Optionee and Optionee's spouse or domestic partner in the
Option, if any, shall similarly be bound by this Award Agreement. Optionee
agrees that this Award Agreement is binding upon Optionee's and Optionee's
spouse's or domestic partner's executors, administrators, heirs and assigns.
Optionee represents and warrants to the Company that Optionee has the authority
to bind Optionee's spouse/domestic partner with respect to the Option. Optionee
agrees to execute and deliver such documents as may be necessary to carry out
the intent of this Section 10 and the consent of Optionee's spouse/domestic
partner.
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IN WITNESS WHEREOF, Optionee and the Company have entered into this
Award Agreement as of the Grant Date.
Bridge Capital Holdings
_______________________________________
[OPTIONEE SIGNATURE] By: ________________________________
Name: ______________________________
_______________________________________
[OPTIONEE NAME] Title: _____________________________
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EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTION/TANDEM STOCK APPRECIATION RIGHT
I ________________________________________ (please print legibly)
hereby elect to exercise the stock options(s) identified below (the "Option(s)")
granted to me by Bridge Capital holdings (the "COMPANY") under its 2006 Equity
Incentive Plan (the "PLAN") with respect to the number of shares of Stock of the
Company set forth below (the "SHARES"). I acknowledge and agree that my exercise
of the Option(s) is subject to the terms and conditions of the Plan and the
Stock Option Award Agreement(s) governing the Option(s). Optionee confirms and
acknowledges that Optionee has received and reviewed copies of the Plan and the
Prospectus, dated October 2, 2006, with respect to the Plan.
1. _____________ Shares at $ ________ per share (Grant date of Option): ____________
2. _____________ Shares at $ ________ per share (Grant date of Option): ____________
3. _____________ Shares at $ ________ per share (Grant date of Option): ____________
4. _____________ Shares at $ ________ per share (Grant date of Option): ____________
________________________________________________________________________________
[OPTION EXERCISE]
I CHOOSE TO PAY THE EXERCISE PRICE OF THE ABOVE OPTION(S) AS FOLLOWS [PLEASE
COMPLETE THE NUMBERED ITEM(S) WHICH APPLY TO YOUR EXERCISE]:
1. CASH: $____________________
2. CHECK: $____________________ (please make checks payable to Bridge Capital
Holdings)
3. [SURRENDER OF _________________ SHARES--if permitted by the terms of the
Option]
4. [NET EXERCISE as described in Section 5(a)(iv) of the Option |_| if
applicable check box] --if permitted by the terms of the Option]
I CHOOSE TO PAY THE TAX WITHHOLDING RELATING TO THE EXERCISE OF THE ABOVE
OPTION(S) AS FOLLOWS:
5. CASH: $____________________
6. CHECK: $____________________ (PLEASE MAKE CHECKS PAYABLE TO BRIDGE CAPITAL
HOLDINGS)
7. [SURRENDER OF _________________ SHARES CURRENTLY OWNED BY OPTIONEE --if
permitted by the terms of the Option]
8. [WITHHOLDING OF _____________ SHARES FROM SHARES OTHERWISE DELIVERABLE ON
EXERCISE. --if permitted by the terms of the Option]
________________________________________________________________________________
-2-
________________________________________________________________________________
[EXERCISE OF STOCK APPRECIATION RIGHT--if permitted by the terms of the Option]]
INSTEAD OF EXERCISING THE OPTION AND RECEIVING STOCK, I CHOOSE TO EXERCISE THE
STOCK APPRECIATION RIGHT FEATURE OF THE OPTION UNDER WHICH I WILL RECEIVE IN
CASH THE DIFFERENCE BETWEEN THE EXERCISE PRICE OF THE OPTION AND THE MARKET
VALUE OF THE STOCK ON THE DATE OF EXERCISE, MINUS TAX WITHHOLDING OBLIGATIONS.
________________________________________________________________________________
[IF APPLICABLE]
________________________________________________________________________________
Please deliver the stock certificate(s) representing the Shares to (please print
legibly):
__________________________________________
__________________________________________
__________________________________________
__________________________________________
________________________________________________________________________________
NAME:____________________________________________________
(please print legibly)
SIGNATURE:_______________________________________________
DATE:____________________________________________________
PHONE NO:________________________________________________