8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2010

MANHATTAN BANCORP

(Exact name of registrant as specified in its charter)

California	333-140448	20-5344927
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2141 Rosecrans Avenue, Suite 1160 El Segundo, California	90245
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (310) 606-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2010, Manhattan Bancorp (the “Company”) held its 2010 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, the shareholders of the Company approved the Manhattan Bancorp 2010 Equity Incentive Plan (the “Incentive Plan”).  The Incentive Plan, which was approved by the Company’s Board of Directors on March 25, 2010, reserves an aggregate of 444,348 shares of Company common stock for grants of stock options, restricted stock and other types of equity-based compensation awards to employees, officers and directors of the Company and its subsidiaries.  A complete description of the Incentive Plan is included with the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on April 7, 2010 (the “Proxy Statement”), which description is incorporated herein by reference.  A copy of the Incentive Plan is attached hereto as Exhibit 10.1 and incorporated herein by reference.  The forms of stock option agreement and restricted stock agreement which will be used in conjunction with the Incentive Plan are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

As of the record date for the Annual Meeting held on May 27, 2010, there were 3,987,631 shares entitled to vote on all matters presented to the Company’s shareholders at the Annual Meeting.  Votes representing 72.5% of the Company’s common stock were present in person or represented by proxy at the Annual Meeting.

The following are the voting results of each matter submitted to the Company’s shareholders at the Annual Meeting.  The proposals below are described in detail in the Proxy Statement.  At the Annual Meeting, all ten (10) nominees for director were elected to the Company’s Board of Directors and the Company’s shareholders approved proposals to (i) amend the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from ten million shares to thirty million shares, (ii) adopt the Incentive Plan, and (iii) ratify the appointment of Vavrinek, Trine, Day & Co., LLP as the Company’s registered independent public accounting firm for 2010.

1.  Election of the following ten (10) nominees to the Company’s Board of Directors:

	For	Withhold	Broker Non- Votes
Chris W. Caras, Jr.	2,545,203	53,500	2,012,096
Harry W. Chenoweth	2,544,703	54,000	2,012,096
J. Grant Couch, Jr.	2,539.203	59,000	2,012,096
John D. Flemming	2,545,203	53,500	2,012,096
Patrick E. Greene	2,545,203	53,500	2,012,096
Christopher J. Growney	2,545,203	53,500	2,012,096
Deepak Kumar	2,536,203	62,500	2,012,096
Larry S. Murphy	2,545,203	53,500	2,012,096
Kyle A. Ransford	2,536,203	62,500	2,012,096
Stephen P. Yost	2,545,203	53,500	2,012,096

2.  Amendment to the Articles of Incorporation to increase the authorized number of shares of common stock from ten million shares to thirty million shares.

For	Against	Abstentions
2,803,136	80,652	2,500

3.  Approval of the Manhattan Bancorp 2010 Equity Incentive Plan.

For	Against	Abstentions	Broker Non-Votes
2,377,071	216,632	5,000	2,012,096

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4.  Ratification of the appointment of Vavrinek, Trine, Day & Co., LLP as the Company’s registered independent public accounting firm for 2010.

For	Against	Abstentions
2,880,289	6,000	0

Item 9.01.Financial Statements and Exhibits.

(d)      Exhibits.

Exhibit No.	Description
10.1	Manhattan Bancorp 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2010).
10.2	Form of Stock Option Agreement pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan.
10.3	Form of Restricted Stock Agreement pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MANHATTAN BANCORP
	(Registrant)
June 2, 2010	By:	/s/ DEAN FLETCHER
		Dean Fletcher
		Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Manhattan Bancorp 2010 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2010).
10.2	Form of Stock Option Agreement pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan.
10.3	Form of Restricted Stock Agreement pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan.

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EX-10.2

Exhibit No. 10.2

MANHATTAN BANCORP

2010 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT AND AGREEMENT

Name:	Option Number:
Address:	Plan Name:	2010 Equity Incentive Plan

1.  Grant of Option.  Effective                     , 20    , (“Grant Date”), you have been granted [an Incentive Option/a Nonqualified Stock Option] to purchase                          (          ) shares of Manhattan Bancorp common stock (“Shares”) at an Exercise Price of $             per share (“Option”) pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan (the “Plan”).  Except as otherwise defined herein, terms with initial capital letters shall have the same meanings set forth in the Plan.  The terms and conditions of the Plan are incorporated herein by this reference.  Subject to the terms and conditions of the Plan, this Option shall become vested and exercisable as follows:

[Insert vesting schedule]

2.  Exercise of Option.  This Option shall be exercisable only with respect to the underlying shares that have become vested by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised.  This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price and tax withholding to the extent applicable.

3.  Acknowledgements.  By accepting this grant and exercising any portion of the Option, you represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and the Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Administrator’s decisions regarding, and all interpretations of, the Plan and the Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above.

Please return a signed copy of this Notice of Stock Option Grant and Agreement to [insert contact name and address of the Company], and retain a copy for your records.

For Manhattan Bancorp:

Dated:

[Insert Title]

PARTICIPANT

Dated:

[Insert Title]

EXHIBIT A

2010 EQUITY INCENTIVE PLAN

EXERCISE NOTICE

Manhattan Bancorp

2141 Rosecrans Avenue, Suite 1160

El Segundo, California 90245

Attention: Secretary

1.             Effective as of today,                             , the undersigned (the “Participant”) hereby elects to exercise the Participant’s option to purchase                        shares of Manhattan Bancorp (the “Company”) common stock (“Shares”), under and pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan (the “Plan”) and the Notice of Stock Option Grant and Agreement (the “Notice and Agreement”) dated                             ,                 .  Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Exercise Notice.

2.             Representations of the Participant.  The Participant acknowledges that the Participant has received, read and understood the Plan and the Notice and Agreement and agrees to abide by and be bound by their terms and conditions.

3.             Rights as Stockholder.  Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the option.  The Company shall issue (or cause to be issued) such stock certificate promptly after the option is exercised.  No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 4 of the Plan.

4.             Delivery of Payment.  The Participant herewith delivers to the Company the full Exercise Price for the Shares purchased pursuant to this Exercise Notice, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided in Section 6(c)(vi) of the Plan.

5.             Tax Consultation.  The Participant understands that the Participant may suffer adverse tax consequences as a result of the Participant’s purchase or disposition of the Shares.  The Participant represents that the Participant has had the opportunity to consult with any tax consultants the Participant deems advisable in connection with the purchase or disposition of the Shares and that the Participant is not relying on the Company for any tax advice.

6.             Taxes.  The Participant agrees to satisfy all applicable federal, state and local income and employment tax withholding obligations and herewith delivers to the Company the full amount of such obligations or has made arrangements acceptable to the Company to satisfy such obligations.  In the case of an Incentive Option, the Participant also agrees, as partial consideration for the designation of the option as an Incentive Option, to notify the Company in writing within thirty (30) days of any disposition of any shares acquired by exercise of the option if such disposition occurs

within two (2) years from the Date of Award or within one (1) year from the date the Shares were transferred to the Participant.

7.             Successors and Assigns.  The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this agreement shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

8.             Administration and Interpretation.  The Participant hereby agrees that any question or dispute regarding the administration or interpretation of this Exercise Notice shall be submitted by the Participant or by the Company to the Board of Directors.  The resolution of such question or dispute by the Board of Directors shall be final and binding on all persons.

9.             Entire Agreement.  The Plan and the Notice and Agreement are incorporated herein by reference and together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and the Participant.  Nothing in the Plan, the Notice and Agreement and this Exercise Notice (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties.

Submitted by:		Accepted by:
PARTICIPANT:		MANHATTAN BANCORP
		By:
	(Signature)	Title:
Address:		Address:

EX-10.3

Exhibit No. 10.3

MANHATTAN BANCORP

2010 EQUITY INCENTIVE PLAN

NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT

You have been granted the number of Common Shares of Restricted Stock of Manhattan Bancorp (the “Company”), as set forth below (“Common Shares”), subject to the terms and conditions of the Manhattan Bancorp 2010 Equity Incentive Plan (“Plan”), and this Notice of Grant and Restricted Stock Agreement including the attachments hereto (collectively, “Notice and Agreement”).  Unless otherwise defined in this Notice and Agreement, terms with initial capital letters shall have the meanings set forth in the Plan.

Participant:
Home Address:
Social Security Number:
Number of Common Shares of Restricted Stock Granted:
Grant Date:	[            ], 20
Period of Restriction and Release of Common Shares from Company’s Return Right (see Sections 2 and 3 of attached Agreement)	[Insert vesting schedule]

By signing below, you accept this grant of Common Shares and you hereby represent that you: (i) agree to the terms and conditions of this Notice and Agreement and the Plan; (ii) have reviewed the Plan and this Notice and Agreement in their entirety, and have had an opportunity to obtain the advice of legal counsel and/or your tax advisor with respect thereto; (iii) fully understand and accept all provisions hereof; (iv) agree to accept as binding, conclusive, and final all of the Board of Director’s decisions regarding, and all interpretations of, the Plan and this Notice and Agreement; and (v) agree to notify the Company upon any change in your home address indicated above.

AGREED AND ACCEPTED:

Signature:

Print Name:

MANHATTAN BANCORP

2010 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

1.Grant of Restricted Stock.  The Company has granted to you the number of Common Shares of Restricted Stock specified in the Notice of Grant on the preceding page (“Notice of Grant”), subject to the following terms and conditions.  In consideration of such grant, you agree to be bound by such terms and conditions, and by the terms and conditions of the Plan.

2.Period of Restriction.  During the Period of Restriction specified in the Notice of Grant, the Common Shares shall remain subject to the Company’s Return Right (defined in Section 3).  The Period of Restriction shall expire and the Company’s Return Right shall lapse as to the Common Shares granted in the amount(s) and on the date(s) specified in the Notice of Grant (each, a “Release Date”); provided, however, that no Common Shares shall be released on any Release Date if the Participant has ceased continuous status as an employee or director on or prior to such date.  Any and all Common Shares subject to the Company’s Return Right at any time shall be defined in this Notice and Agreement as “Unreleased Common Shares.”

3.Return of Restricted Stock to Company.  If Participant ceases continuous status as an employee or director for any reason (a “Return Event”), the Company shall become the legal and beneficial owner of the Unreleased Common Shares and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer such Unreleased Common Shares to its own name (“Return Right”).  The Participant shall continue to own any Common Shares subject to the terms of the Plan and this Notice and Agreement with respect to which the Participant has continuous status as an employee or director through the Release Date(s) specified in the Notice of Grant for such Common Shares.

4.Restriction on Transfer. Except for the transfer of the Common Shares to the Company or its assignees contemplated by this Notice and Agreement, none of the Common Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the Release Date for such Common Shares set forth in this Notice and Agreement. In addition, as a condition to any transfer of the Common Shares after such Release Date, the Company may, in its discretion, require: (i) that either (a) a registration statement under the Securities Act of 1933, as amended (“Securities Act”) with respect to the Common Shares shall be effective, or (b) in the opinion of counsel for the Company, the proposed purchase shall be exempt from registration under the Securities Act and the Participant shall have entered into agreements with the Company as reasonably required; and (ii) fulfillment of any other requirements deemed necessary by counsel for the Company to comply with Applicable Law.

5.Retention of Common Shares.  To ensure the availability for delivery of the Participant’s Unreleased Common Shares upon their return to the Company pursuant to this Notice and Agreement, the Company shall retain possession of the share certificates representing the Unreleased Common Shares, together with a stock assignment duly endorsed in blank, attached hereto as Exhibit A.  The Company shall hold the Unreleased Common Shares until the Release Date for such Common Shares.  In addition, the Company may require the spouse of Participant, if any, to execute and deliver to the Company the Consent of Spouse in the form attached hereto as Exhibit B.  When a Return Event or Release Date occurs, the Company shall promptly deliver the certificate for the applicable Common Shares to the Company or to the Participant, as the case may be.

6.Stockholder Rights.  Subject to the terms hereof, the Participant shall have all the rights of a stockholder with respect to the Common Shares while they are retained by the Company pursuant to

Section 5, including without limitation, the right to vote the Common Shares and to receive any cash dividends declared thereon.  If, from time to time prior to the Release Date, there is any stock dividend, stock split or other change in the Common Shares, any and all new, substituted or additional securities to which the Participant shall be entitled by reason of the Participant’s ownership of the Common Shares shall be immediately subject to the terms of this Notice and Agreement and included thereafter as “Common Shares” for purposes of this Notice and Agreement.

7.Legends.  The share certificate evidencing the Common Shares, if any, issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE MANHATTAN BANCORP 2010 EQUITY INCENTIVE PLAN AND RELATED AWARD AGREEMENT, AND SUCH RULES, REGULATIONS AND INTERPRETATIONS AS MANHATTAN BANCORP’S BOARD OF DIRECTORS MAY ADOPT.  COPIES OF THE PLAN, AWARD AGREEMENT AND RULES REGULATIONS AND INTERPRETATIONS, IF ANY, ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF MANHATTAN BANCORP, 2141 ROSECRANS AVENUE, SUITE 1160, EL SEGUNDO, CALIFORNIA 90425.

8.U.S. Tax Consequences.  The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Notice and Agreement.  The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its employees or agents.  The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Notice and Agreement.  The Participant understands that for U.S. taxpayers, Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the difference between the purchase price for the Common Shares, if any, and the fair market value of the Common Shares as of the date any restrictions on the Common Shares lapse.  In this context, “restriction” includes the right of the Company to the return of the Common Shares upon a Return Event.  The Participant understands that if he/she is a U.S. taxpayer, the Participant may elect to be taxed at the time the Common Shares are awarded as Restricted Stock rather than when and as the Return Right expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of acquisition.  The form for making this election is attached as Exhibit C hereto.

THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), IF APPLICABLE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.

9.General.

(a)This Notice and Agreement shall be governed by and construed under the laws of the State of California.  The Notice and Agreement and the Plan, which is incorporated herein by reference, represent the entire agreement between the parties with respect to the Common Shares of Restricted Stock granted to the Participant.  In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Notice and Agreement, the terms and conditions of the Plan shall prevail.

(b)Any notice, demand or request required or permitted to be delivered by either the Company or the Participant pursuant to the terms of this Notice and Agreement shall be in writing and shall be deemed given when delivered personally, deposited with an international courier service, or deposited in the U.S. Mail, First Class with postage prepaid, and addressed to the parties at the addresses set forth in the Notice of Grant, or such other address as a party may request by notifying the other in writing.

(c)The rights of the Company under this Notice and Agreement and the Plan shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of the Participant under this Notice and Agreement may only be assigned with the prior written consent of the Company.

(d)The Participant agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Notice and Agreement.

(e)PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE RELEASE OF COMMON SHARES PURSUANT TO THIS AGREEMENT SHALL BE EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR DIRECTOR, AND NOT THROUGH THE ACT OF BEING HIRED, APPOINTED OR OBTAINING COMMON SHARES HEREUNDER.

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EXHIBIT A

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I,                                                                       , hereby sell, assign and transfer unto                                                                               (                    ) Common Shares of Manhattan Bancorp standing in my name of the books of said corporation represented by Certificate No.                  herewith and do hereby irrevocably constitute and appoint                                                                                                                    to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Notice of Grant and the Restricted Stock Agreement between Manhattan Bancorp and the undersigned dated                          , 20    .

Dated:                               , 20

Signature:

Print Name:

INSTRUCTIONS:

Please DO NOT fill in any blanks other than the signature lines.

The purpose of this assignment is to enable the Company to receive the return of the Common Shares as set forth in the Notice and Agreement, without requiring additional signatures on the part of the Participant.

EXHIBIT B

CONSENT OF SPOUSE

I,                                                             , spouse of                                                     , have read and approve the foregoing Notice of Grant and Restricted Stock Agreement (the “Notice and Agreement”).  In consideration of the Company’s grant to my spouse of the Common Shares of Manhattan Bancorp. as set forth in the Notice and Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Notice and Agreement and agree to be bound by the provisions of the Notice and Agreement insofar as I may have any rights in said Notice and Agreement or any Common Shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state or country of our residence as of the date of the signing of the foregoing Notice and Agreement.

Dated:                               , 20

Signature of Spouse

Print Name:

EXHIBIT C

ELECTION UNDER SECTION 83(b)

OF THE U.S. INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with his or her receipt of the property described below:

1.The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

Name:

Spouse:

Taxpayer I.D. No.:

Address:

Tax Year:

2.The property with respect to which the election is made is described as follows:                                     (                ) shares of the common stock (“Common Shares”) of Manhattan Bancorp (the “Company”).

3.The date on which the property was transferred is                             , 20    .

4.The property is subject to the following restrictions:

The Common Shares are required to be returned to the Company in the event that the undersigned ceases to perform services for the Company through certain dates specified in the Notice of Grant and Restricted Stock Agreement between me and the Company dated as of                       , 20    .  This right lapses with regard to a portion of the Common Shares based on my Continuous Status as an Employee, Consultant or Director over time.

5.The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:  $                                            .

6.The amount (if any) paid for such property is:

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.  The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated:                                      , 20
	Signature of Taxpayer
The undersigned spouse of taxpayer joins in this election.
Dated:                                      , 20
	Spouse of Taxpayer