Exhibit 99.1
FORM OF
NARA BANCORP, INC.
NARA BANK 2002 STOCK OPTION GRANT NOTICE
Nara Bancorp, Inc. (the "COMPANY"), hereby grants to the Optionholder
named below an option to purchase the number of shares of the Company's common
stock set forth below. The terms and conditions of the Option are set forth in
this Stock Option Agreement (the "AGREEMENT") and the Notice of Exercise, both
of which are enclosed herewith and incorporated herein in their entirety.
Optionholder: ____________________
Date of Grant: ______________, 2001
Number of Shares Subject to Option: ____________________
Exercise Price Per Share: $___________________
Expiration Date: ______________, 2011
Type of Grant: [X] Nonstatutory Stock Option
Vesting Schedule: _____________________________________________________________
Payment: By one or a combination of the following items (as
described in Section 3 of this Agreement):
By cash or check
Pursuant to a Regulation T Program
By delivery of already-owned shares
ACKNOWLEDGEMENTS: By signing this cover sheet, you acknowledge receipt of,
and understand and agree to, all of the terms and conditions described in this
Agreement and Notice of Exercise, a copy of which also is enclosed. Further, you
acknowledge that as of the Date of Grant, this Agreement and the Notice of
Exercise set forth the entire understanding between you and the Company
regarding the acquisition of stock in the Company and supersede all prior oral
and written agreements (including, without limitation, any employment agreement
with the Company) on that subject.
NARA BANCORP, INC.: OPTIONHOLDER:
By:________________________________ __________________________________
Signature Signature
Name:______________________________ Date:_____________________________
Title:_____________________________
Date:______________________________
Attachments: Agreement and Notice of Exercise
NARA BANK 2002 STOCK OPTION AGREEMENT
The details of your option ("OPTION") to purchase shares of the Company's
common stock (such common stock, or any security of the Company issued in
substitution, exchange or lieu thereof, "COMMON STOCK") granted pursuant to this
Agreement are as follows:
1. VESTING. Subject to the limitations contained herein, your Option
will vest as provided in the Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service. For purpose of this Agreement, the
term "CONTINUOUS SERVICE" means that your service with Nara Bancorp, Inc. (the
"COMPANY"), or any corporation or entity that is a subsidiary of the Company
("SUBSIDIARY") within the meaning of Section 424(f) of the Internal Revenue Code
of 1986, as amended (the "CODE"), whether as an employee, director or
consultant, is not interrupted or terminated. Your Continuous Service shall not
be deemed to have terminated merely because of a change in the capacity in which
you render services to the Company or a Subsidiary as an employee, director or
consultant or a change in the entity for which you render such service, provided
that there is no interruption or termination of your Continuous Service. For
example, a change in status from an employee of the Company to a director of the
Company will not constitute an interruption of Continuous Service. The board of
directors of the Company (the "BOARD") or the chief executive officer of the
Company, in that party's sole discretion, may determine whether Continuous
Service shall be considered interrupted in the case of any leave of absence
approved by that party, including sick leave, military leave or any other
personal leave.
2. NON-QUALIFIED OPTIONS. The Option granted under this Agreement is
in the form of a Non-Qualified Stock Option, subject to the terms and conditions
set forth in this Agreement. The Option is not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
3. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of
Common Stock subject to your Option and your exercise price per share, as set
forth on the cover sheet of this Agreement, may be adjusted from time to time
for adjustments upon changes in capitalization of the Company. In the event of
any change in capitalization affecting the Common Stock after the effective date
of this Agreement, such as a stock dividend, stock split, recapitalization,
merger, consolidation, split-up, combination, exchange of shares, other form of
reorganization or any other change affecting the Common Stock, such
proportionate adjustments, if any, as the Board in its discretion may deem
appropriate to reflect such change shall be made with respect to (i) the number
of shares of Common Stock subject to your Option pursuant to this Agreement, and
(ii) the exercise price per share. Adjustments may also be made in the number of
shares covered by, and the price or other value of your Option in the event of a
spin-off or other distribution (other than normal cash dividends) of Company
assets to stockholders.
4. METHOD OF PAYMENT. Payment of the exercise price is due in full
upon exercise of all or any part of your Option. You may elect to make payment
of the exercise price in cash or by check or in any other manner permitted on
the cover sheet of this Agreement, which may include one or more of the
following:
(A) In the Company's sole discretion at the time your Option
is exercised, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which, prior to the issuance of Common Stock,
results in either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds.
2.
(B) In the Company's sole discretion at the time your Option
is exercised, by Delivery of already-owned shares of Common Stock that either
have been held for the period required to avoid a charge to the Company's
reported earnings (generally six months) or were not acquired, directly or
indirectly from the Company, that are owned free and clear of any liens, claims,
encumbrances or security interests, and that are valued at the Fair Market Value
on the date of exercise.
(C) For the purpose of this Agreement, "DELIVERY," in the sole
discretion of the Company at the time your Option is exercised, shall include
delivery to the Company of your attestation of ownership of such shares of
Common Stock in a form approved by the Company. Notwithstanding the foregoing,
your Option may not be exercised by tender to the Company of Common Stock to the
extent such tender would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.
(D) For the purpose of this Agreement, "FAIR MARKET VALUE"
means, on any given date, the closing price for the Common Stock on such date,
or, if the Common Stock was not traded on such date, on the next preceding day
on which the Common Stock was traded, determined in accordance with the
following rules:
(I) If the Common Stock is admitted to trading or
listing on a national securities exchange registered under the Exchange Act, the
closing price for any day shall be the last reported sale price during the last
regular business day, or in the case no such reported sale takes place on such
date, the average of the last reported bid and ask prices during the last
regular business day, in either case on the principal national securities
exchange on which the Common Stock is admitted to trading or is listed, or
(II) If not admitted to trading or listed on any
national securities exchange, the last sale price of the Common Stock on the
National Association of Securities Dealers Automated Quotation National Market
System ("NMS") or, in case no such reported sale takes place, the average of the
closing bid and ask prices on such date, or
(III) If not quoted on the NMS, the average of the
closing bid and ask prices of the Common Stock on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or any comparable
system, or
(IV) If the Common Stock is not listed on NASDAQ or any
comparable system, the closing bid and ask prices as furnished by any member of
the National Association of Securities Dealers, Inc., selected from time to time
by the Company for that purpose.
5. WHOLE SHARES. Your Option may only be exercised for whole shares.
6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, your Option may not be exercised unless the shares issuable
upon exercise of your Option are then registered under the Securities Act of
1933, as amended (the "SECURITIES ACT") or, if such shares are not then so
registered, the Company has determined that such exercise and issuance would be
exempt from the registration requirements of the Securities Act. The exercise of
your Option must also comply with other applicable laws and regulations
governing the Option, and the Option may not be exercised if the Company
determines that the exercise would not be in material compliance with such laws
and regulations.
7. TERM. The term of your Option commences on the Date of Grant, as set
forth on the cover sheet of this Agreement ("DATE OF GRANT") and expires upon
the earliest of the following:
3.
(A) three (3) months after the termination of your Continuous
Service for any reason other than Disability (defined below) or death, provided
that if during any part of such three (3) month period the Option is not
exercisable solely because of the condition set forth in paragraph 6 hereto, the
Option shall not expire until the earlier of the Expiration Date set forth on
the cover sheet of this Agreement ("EXPIRATION DATE") or until it shall have
been exercisable for an aggregate period of three (3) months after the
termination of your Continuous Service;
(B) twelve (12) months after the termination of your
Continuous Service due to Disability;
(C) twelve (12) months after your death if you die either
during your Continuous Service or within three (3) months after your Continuous
Service terminates;
(D) the Expiration Date; or
(E) the tenth (10th) anniversary of the Date of Xxxxx.
For the purpose of this Agreement, "DISABILITY" means permanent and total
disability as determined by the Board in accordance with the standards under
Section 22(e)(3) of the Code.
8. EXERCISE.
(A) You may exercise the vested portion of your Option during
its term by delivering a Notice of Exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or to
such other person as the Company may designate, during regular business hours,
together with such additional documents as the Company may then require.
(B) By exercising your Option you agree that, as a condition
to any exercise of your Option, the Company may require you to enter an
arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the exercise of
your Option or (2) the lapse of any substantial risk of forfeiture to which the
shares are subject at the time of exercise.
9. CHANGE IN CONTROL.
(A) In the event of a Change in Control (as defined in
paragraph (b) below) of the Company, and except as otherwise provided in this
Agreement, if your Option is then outstanding, it shall become fully vested and
exercisable as of the date of the Change in Control (and shall terminate at such
time as specified in this Agreement).
(B) A "CHANGE IN CONTROL" shall be deemed to have occurred
upon the occurrence of any one (or more) of the following events:
(I) Any person, including a group as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), becomes the beneficial owner of shares of the Company with respect to
which 25% or more of the total number of votes for the election of the Board may
be cast;
(II) As a result of, or in connection with, any cash
tender offer, exchange offer, merger or other business combination, sale of
assets or contested election or combination
4.
of the foregoing, persons who were directors of the Company just prior to such
event shall cease to constitute a majority of the Board;
(III) The stockholders of the Company shall approve an
agreement providing either for a transaction in which the Company will cease to
be an independent publicly owned corporation or for a sale or other disposition
of all or substantially all of the assets of the Company; or
(IV) A tender offer or exchange offer is made for shares
of Common Stock (other than one made by the Company) and shares of Common Stock
are acquired thereunder (an "OFFER"). However, the acceleration of the
exercisability of outstanding options upon the occurrence of an Offer shall be
within the discretion of the Board.
(V) The formation of a holding company for the Company
in which the shareholdings of the holding company after its formation are
substantially the same as for the Company prior to the holding company formation
does not constitute a Change in Control for purposes of this Agreement.
(C) In the event that any payment under this Agreement (alone
or in conjunction with other payments) would otherwise constitute an "parachute
payment" under Section 280G of the Code (in the sole judgment of the Company),
such payment shall be reduced or eliminated to the extent the Company determines
necessary to avoid deduction disallowance under Section 280G of the Code or the
imposition of excise tax under Section 4999 of the Code. The Company may consult
with you regarding the application of Section 280G and/or Section 4999 to
payments otherwise due to you under this Agreement, but the judgment of the
Company as to applicability of those provisions, the degree to which a payment
must be reduced to avoid those provisions and whether your Option shall be
reduced, is final. The Board shall act on behalf of the Company in interpreting
and administering this limitation.
10. TRANSFERABILITY. Your Option is not transferable, except by will
or by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
Option.
11. OPTION NOT A SERVICE CONTRACT. Your Option is not an employment
or service contract, and nothing in your Option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or a Subsidiary, or of the Company or a Subsidiary to continue your
employment. In addition, nothing in your Option shall obligate the Company or a
Subsidiary, their respective stockholders, boards of directors, officers or
employees to continue any relationship that you might have as a director for the
Company or a Subsidiary.
12. WITHHOLDING OBLIGATIONS.
(A) At the time your Option is exercised, in whole or in part,
or at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise
agree to make adequate provision for (including by means of a "cashless
exercise" pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or a Subsidiary, if any, which arise in connection
with your Option.
(B) Upon your request and subject to approval by the Company,
in its sole discretion, and compliance with any applicable conditions or
restrictions of law, the Company may
5.
withhold from fully vested shares of Common Stock otherwise issuable to you upon
the exercise of your Option a number of whole shares having a Fair Market Value,
determined by the Company as of the date of exercise, not in excess of the
minimum amount of tax required to be withheld by law. Any adverse consequences
to you arising in connection with such share withholding procedure shall be your
sole responsibility.
(C) Your Option is not exercisable unless the tax withholding
obligations of the Company and/or any Subsidiary are satisfied. Accordingly, you
may not be able to exercise your Option when desired even though your Option is
vested, and the Company shall have no obligation to issue a certificate for such
shares or release such shares from any escrow provided for herein.
13. ADMINISTRATION. The Board shall administer the terms and
conditions of the Agreement. The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Agreement:
(A) to construe and interpret the Agreement, and to establish,
amend and revoke rules and regulations for its administration. The Board, in the
exercise of this power, may correct any defect, omission or inconsistency in the
Agreement, in a manner and to the extent it shall deem necessary or expedient to
make the Agreement fully effective. All decisions and interpretations of the
Board shall be binding on all persons, and
(B) to amend the Agreement, as provided in Section 14 hereto,
and
(C) generally, to exercise such powers and to perform such
acts as the Board deems necessary or expedient to promote the best interests of
the Company that are not in conflict with the provisions of the Agreement.
14. AMENDMENT. The Board may at any time amend the Agreement in such
respects as the Board may deem advisable; provided, however, that the Board may
not amend the Agreement to impair your outstanding rights under the Agreement
without your consent.
15. NOTICES. Any notices provided for in your Option shall be given
in writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.
16. GOVERNING LAW. This Agreement and all actions taken hereunder
shall be governed by and construed in accordance with the laws of the State of
California.
By signing the cover sheet of this Agreement, you agree to all of the term and
conditions described above.
6.
NOTICE OF STOCK OPTION EXERCISE
NARA BANCORP, INC.
NARA BANK 2002 STOCK OPTION AGREEMENT
Nara Bank, N.A.
__________________
_________, CA 9___ Date of Exercise: ___________
Ladies and Gentlemen:
This constitutes notice under my Option that I elect to purchase the
number of shares for the price set forth below.
Type of option (check one): Nonstatutory [ ]
Stock option dated: ______________________________________
Number of shares as to which
option is exercised: ______________________________________
Certificates to be issued in name
of: ______________________________________
Total exercise price: ______________________________________
Cash payment delivered herewith: ______________________________________
By this exercise, I agree (a) to provide such additional documents as you
may require pursuant to the terms of the 2002 Stock Option Agreement and (b) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option.
I hereby make the following certifications and representations with
respect to the number of shares of common stock of the Company listed above (the
"SHARES"), which are being acquired by me for my own account upon exercise of
the Option as set forth above:
I acknowledge that I will only be able to resell the Shares under Rule 144
promulgated under the Securities Act of 1933, as amended, or another available
exemption.
I further acknowledge that all certificates representing any of the Shares
subject to the provisions of the Option shall have endorsed thereon appropriate
legends reflecting the foregoing in limitations, as well as any legends
reflecting restrictions pursuant to the Company's organizational documents
and/or applicable securities laws.
I further acknowledge that there may be tax consequences as a result of
the purchase or disposition of the Shares, and I have consulted with any tax
consultants I wished to consult and I am not relying on the Company for any tax
advice.
Very truly yours,
____________________________
