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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.
COMMUNITY WEST BANCSHARES
STOCK OPTION AGREEMENT
1997 STOCK OPTION PLAN
[ ] Incentive Stock Option
[ ] Non-Qualified Stock Option
THIS AGREEMENT, dated the______ day of _______________, 19___,
by and between Community West Bancshares, a California corporation
(the "Company"), and________________________________("Optionee");
WHEREAS, pursuant to the Company's 1997 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 Company'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
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appropriate regulatory and governmental agencies, the Company 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
Company'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 Company 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 ______________,______ (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
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this Stock Option become exercisable may be purchased at any time prior to
expiration of this Stock Option.
3. Exercise of Stock Option. This Stock Option may be exercised
by: (i) delivering written notice substantially in the form of Exhibit 1 hereto
to the Company stating the number of Option Shares with respect to which this
Stock Option is being exercised; (ii) delivering 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 Company 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 (iii) unless the
shares of Common Stock covered by the Plan have been registered with the
Securities and Exchange Commission pursuant to the registration requirements
under the Securities Act of 1933, delivering a written representation letter
substantially in the form of Exhibit "B" to the Plan. 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 to him or her by the
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Company, or a bank or corporation which (at the time of grant) is a parent or
Subsidiary of the Company, or a predecessor corporation of any such entity.
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 Company or a Subsidiary, this
Stock Option shall expire ninety (90) days 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 Company 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 Company or a Subsidiary is terminated for cause, this Stock
Option shall expire thirty (30) days thereafter 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 Company 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,
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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 Company 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 Company or a Subsidiary, or
during the ninety-day 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 Company or a
Subsidiary. For purposes hereof, "disability" shall have the same meaning as set
forth in Section 14 of the Plan.
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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 Company or a
Subsidiary to employ Optionee for any period, nor shall it interfere in any way
with the right of the Company 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 Company 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 Plan and the form of this
Agreement by the holders of not less than a majority of the voting stock of the
Company. This Stock Option may
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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 Company are listed, if any, have been
complied with.
14. Notices. All notices to the Company provided for in this
Agreement shall be addressed to it in care of its Chief Executive Officer at its
main office and all notices to Optionee shall be addressed to Optionee's address
on file with the Company 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.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
COMMUNITY WEST BANCSHARES
By
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By
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OPTIONEE
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ACKNOWLEDGMENT:
I hereby acknowledge receipt of a copy of this Agreement as well as a
copy of the Stock Option Plan.
OPTIONEE
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EXHIBIT 1
NOTICE OF EXERCISE OF STOCK OPTION
Community West Bancshares
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
Attention: President
Gentlemen:
Pursuant to a Stock Option Agreement dated ________________, _____,
Community West Bancshares granted to me an option covering _________________
shares of its Common Stock at a price of $_____________ per share. Taking into
account all appropriate adjustments for stock splits and dividends and the like,
as well as for option shares already exercised, if any, that Stock Option
Agreement presently covers ________________ shares at approximately
$_______________ per share.
By executing this Notice, the undersigned hereby exercises the option as
to ____________ shares (the "Shares"), for an aggregate purchase price of
$_______________, which Shares are currently vested and exercisable pursuant to
the terms of the Stock Option Agreement. The exercise of the stock options
effected hereby is subject to and pursuant to the terms of the Company's 1997
Stock Option Plan and the Stock Option Agreement by and between the undersigned
and the Company.
In accordance with the terms of the 1997 Stock Option Plan and my Stock
Option Agreement, I hereby tender payment for, and the amount to be held
withheld for taxes upon, the purchase of the Shares as follows:
1. Purchase Price Paid: $___________________
Form of Payment:
[ ] Cash
[ ] Company, Cashier's of Certified Check
[ ] Funds Transfer From Account No.______________
[ ] _______ Shares of the Company's Common
Stock (requires special approvals)
2. Withholding taxes:
[ ] (a) Submitted herewith is $__________________; or
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[ ] (b) I have instructed my employer not to deposit
with the Internal Revenue Service and the
California Franchise Tax Board any amount required
to be withheld, as I will personally assume
responsibility for the amounts and timing of my
estimated tax withholding.
As reported to me by _______________________, an officer of Community
West Bancshares, the fair market value per share of Community West Bancshares's
common stock as of this date is
$----------------.
Please register the Shares in the following manner:
_______________________________________________________________
Print or Type Name
Please mail certificate to the following address:
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
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(Signature)
Dated: ____________________ ---------------------------------
(Type or Print Your Name)
