S-8 Clause Samples

S-8. The Company agrees that for so long as it is required to file reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934, it will maintain in effect a Form S-8 registration statement covering the issuance of Performance Stock to Executive.

S-8. The Company will not file a Form S-8 with the Commission during the Exclusion Period (as defined in Section 12(a) of the Agreement) without the consent of the Subscriber, except in connection with an additional 1,000,000 shares of common stock underlying employee stock options that may be subsequently granted to regularly employed employees of the Company, excluding consultants.

S-8. PCCI will promptly, but in no event later than December 1, 2003, file a Form S-8 to register shares of PCCI common stock to be issued upon the exercise of PCCI Stock Options granted pursuant to the Pacific Crest Capital, Inc. 2002 Equity Incentive Plan. Such Form S-8 shall conform in all material respects with the applicable federal securities laws and the rules and regulations thereunder.

S-8. 513.50 SUPPLEMENTARY PROVISIONS. History: 1987 c 19 s 9 513.51 SHORT TITLE. History: 1987 c 19 s 10 513.52 DEFINITIONS.

S-8. With respect to the Parent Stock Plan and the Parent Stock Purchase Plan, Parent shall file with the SEC a registration statement on Form S-8 (or any successor form). Such registration statement shall be filed following the Closing as soon as eligibility requirements are met.

S-8. The Company shall file a registration statement on Form S-8 covering the Shares issuable upon exercise of this Option and use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission prior to the date this Option first becomes exercisable and thereafter to maintain the effectiveness of such registration statement on a continuous basis for as long as this Option remains exercisable. In connection with such registration, the Company shall cause the Shares issuable upon exercise of this Option to be listed on the trading market on which the Company’s shares of Common Stock are then listed as of the date such registration statement becomes effective.

S-8. Parent will cause the Parent Common Stock issuable upon exercise of the Assumed Options and settlement of assumed New Restricted Stock Units for which a Form S-8 registration statement is available to be registered with the SEC on Form S-8 on the Closing Date (assuming timely receipt of the Merger Consideration Certificate, all option and New Restricted Stock Unit documentation relating to the Assumed Options and New Restricted Stock Units outstanding immediately prior to the Effective Time that are assumed by Parent), will maintain the effectiveness of such registration statement for so long as such assumed Company Options and New Restricted Stock Units remain outstanding and will reserve a sufficient number of shares of Parent Common Stock for issuance upon exercise or settlement thereof. The Form S-8 registration statement shall not cover the shares of Parent Common Stock subject to any Company Options or New Restricted Stock Units assumed by Parent that are held by Persons who do not become employees of Parent or a subsidiary of Parent at the Effective Time or do not otherwise have a service relationship with Parent or a subsidiary of Parent at the Effective Time.