-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LXCbJKVXhNmDb2dBCcYTn6B+QjYR2Mp4fq71DXWg+kJe2dc/UvWaExtclTajky+D wJt05NvWbKNQ1N+i5m7dYA== 0000950148-97-000272.txt : 19970225 0000950148-97-000272.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950148-97-000272 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970206 EFFECTIVENESS DATE: 19970206 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CU BANCORP CENTRAL INDEX KEY: 0000356050 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 953657045 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-21271 FILM NUMBER: 97519521 BUSINESS ADDRESS: STREET 1: 16030 VENTURA BLVD CITY: ENCINO STATE: CA ZIP: 91436-4487 BUSINESS PHONE: 8189079122 MAIL ADDRESS: STREET 1: 16030 VENTURA BLVD CITY: ENCINO STATE: CA ZIP: 91436-4487 FORMER COMPANY: FORMER CONFORMED NAME: LINCOLN BANCORP DATE OF NAME CHANGE: 19900814 S-8 1 FORM S-8 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- CU BANCORP (Exact name of Registrant as specified in its charter) -------------------- California 95-3657044 (Jurisdiction of incorporation (I.R.S. Employer or organization) Identification Number) 16030 VENTURA BOULEVARD ENCINO, CALIFORNIA 91436-4487 (818) 907-9122 (Address, including Zip Code, and telephone number, including area code, or Registrant's principal executive office) CU BANCORP 1993 EMPLOYEE STOCK OPTION PLAN (Full title of Plan) Anita Yallowitz Wolman, Esq. 16030 Ventura Boulevard Encino, California 91436-4487 (818) 907-9122 (Name, address, including Zip Code, and telephone number, of Registrant's Agent of Service of Process) Approximate commencement date of the proposed sale to the public: From time to time after the effective date of this Registration Statement. If the only Securities being registered on this Form are being offered pursuant to a dividend or interest reinvestment plan, please check the following box: [ ] If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans check the following box: [X] CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------- Title of each class Amount to be Proposed maximum Proposed maximum Amount of of securities to be registered(1) offering price aggregate registration fee registered per unit (2) offering price (3) - --------------------------------------------------------------------------------------------------- Common Stock 400,000 $12.50 $5,000,000 $1,515.15 without par value - ---------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee. (2) Computed pursuant to Rule 457(c) based on the average of the high and low sales price of CU Bancorp Shares on February 2 1997 as reported on the NASDAQ, National Market System (3) Pursuant to Rule 416(a), this registration statement covers the issuance of an additional indeterminate number of shares of common stock resulting from the automatic dilution provision of the Plan. 1 2 EXPLANATORY NOTE PART I INFORMATION REQUIRED IN PROSPECTUS The information called for in Part 1 of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"). A second prospectus (the "Reoffer Prospectus") is to be used for reoffers and resales of the Company's Common Stock acquired pursuant to the CU Bancorp 1993 Employee Stock Option Plan by affiliates of the Company and has been prepared in accordance with the requirements of Form S-3, as required by the conditions specified in General Instruction C to Form S-8. 2 3 CU Bancorp 400,000 SHARES OF COMMON STOCK 16030 Ventura Boulevard Encino, California 91436-4487 (818) 907-9122 The Prospectus relates to up to 400,000 shares of Common Stock ("Common Stock" or the "Shares") of CU Bancorp (the "Company"), which may be offered by the Selling Security Holders (as hereinafter defined) listed herein under the caption "Selling Security Holders" and set forth on Exhibit A hereto. The 400,000 Shares covered by this Prospectus may be offered by the Selling Security Holders from time to time in transactions on the NASDAQ National Market System (the "NMS") at prices and terms then obtainable, through negotiated transactions at negotiated prices, or through underwriters, broker-dealers or otherwise, however, there is no commitments to sell any of these Shares. The amount of Shares offered will be determined form time to time by the Selling Security Holders in their sole discretion. The Company will not receive any part of the proceeds of any sales. Any brokers' commissions, discounts, or other underwriters' compensation will be paid by the Selling Security Holders. The Selling Security Holders, and the broker-dealers through whom sales may be made, may, the Company not so conceding, be deemed to be underwriters under the Securities Act of 1933 (the "Securities Act"), and any commissions paid or by discounts or concessions allowed to such broker-dealers may be underwriting discounts and commissions under the Securities Act. The Company's Common Stock is traded on the NMS. On February 2, 1997, the closing price of the Common Stock on the NMS was $12.50 per Share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus is February 2, 1997. 3 4 TABLE OF CONTENTS Available Information ................................................... 4 Selling Security Holders ................................................. 4 Plan of Distribution ..................................................... 4 Description of Common Stock .............................................. 5 Incorporation of Certain Documents by Reference .......................... 6
No person has been authorized to give any information or to make any representation, other than those contained in this Prospectus, and if given or made, such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made through its use shall imply that there has been no change in the affairs of the company since the date hereof. AVAILABLE INFORMATION The Company is subject to the Informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). The reports, proxy statements and other information filed by CU Bancorp with the Commission can be inspected and copied at the public reference facilities maintained by their Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public reference facilities in the Commission's Regional Offices at Seven World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material also can be obtained form the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. SELLING SECURITY HOLDERS Each of the Selling Security Holders (each, a "Selling Security Holder") identified in Exhibit A hereto, from time to time, are the holders of non-qualified or incentive stock options granted by the Company, and this Prospectus covers the possible resale of the Shares issued or issuable upon the exercise of these options. PLAN OF DISTRIBUTION The Company will receive no proceeds from this offering. The securities offered hereby may be sold by a Selling Security Holder acting as a principal for his own account through market transactions on the NMS, in one or more negotiated transactions at negotiated prices, or otherwise. The sale of securities may be offered to or through underwriters, brokers or dealers, and such underwriters, brokers or dealers may receive compensation in the form of underwriting discounts, commissions or concessions from a Selling Security Holder and/or the purchasers of the securities for underwriters, brokers or 4 5 dealers that participate in the distribution of the securities may, the Company not so conceding, be deemed to be underwriters and nay compensation received by them and any provided pursuant to the sale of the securities by them might be deemed to be underwriting discounts and commissions under the Securities Act. In order to comply with certain states' securities laws, if applicable, the securities will be sold in such jurisdictions only through registered on licensed brokers or dealers. In addition, in certain states the securities may not be sold unless the securities have been registered or qualify for sale in such state or an exemption from registration or qualification is available and is complied with. DESCRIPTION OF COMMON STOCK The Company's authorized capital stock consists of 24,000,000 shares of common stock, without par value. The Company's Common Stock is registered under the Exchange Act. The following is a summary of the provisions of the Company's Restated Certificate of Incorporation and is qualified in its entirety by reference thereto. CU Bancorp Common The Board of Directors of Company is authorized to issue a maximum of 24,000,000 shares of Common Stock. As of December 31, 1996 ,11,341,690 shares of Company Common Stock were outstanding. Subject to any prior rights of any preferred stock of Bancorp ("Preferred Stock") then outstanding, holders of the Common Stock are entitled to receive such dividends as are declared by the Company's Board of Directors out of funds legally available therefor. Subject to the rights, if any, of any Preferred Stock, all voting rights are vested in the holders of the Company Common each share being entitled to one vote. Subject to any prior rights of Preferred Stock, in the event of liquidation, holders of shares of Common Stock are entitled to receive pro rate any assets distributable to stockholders in respect of shares held by them. Holders of shares of Common Stock do not have any pre-emptive right to subscribe for any additional securities which may be issued by the Company. The outstanding shares of Bancorp Common are, and the shares of Common Stock, offered hereby will be, fully paid and non-assessable. The transfer agent and registrar for the Company Common Stock, is U.S. Stock Transfer, Inc. CU Bancorp Preferred Stock The Board of Directors of Company has the authority, without further stockholder action, to issue from time to time a maximum of 10,000,000 shares of Preferred Stock in one or more series and with such terms and at such times and for such consideration as the Board may determine. The authority of the Board includes the determination of fixing of the following with respect to shares of such class or any series thereof: (i) the number of shares and designation or title thereof, (ii) rights as to dividends; (iii) whether and upon what terms the shares are to be convertible; (v) the voting rights, if any, which shall apply, provided, however, that in no event shall any holder of any series of the Preferred Stock held by such holder; and (vi) the rights of the holders upon the dissolution, or upon the distribution of assets, of Bancorp. Any shares of Preferred Stock which may be issued may rank prior to shares of Common Stock as to payment of dividends and upon liquidation. No Preferred Stock is currently outstanding. 5 6 PART II PLAN INFORMATION; REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION This Registration Statement incorporates documents by reference which are not presented herein or delivered herewith. Such documents (other than exhibits to such documents unless such exhibits are specifically incorporated by reference) are available upon written or oral request, without charge, directed to CU Bancorp, 16030 Ventura Boulevard, Encino, California 91436-4487 (telephone number 818-907-9122). Attention: Corporate Secretary. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission by Company (File No. 0-11008) pursuant to the Exchange Act are incorporated by reference in this Registration Statement: 1. Company's Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, and June 30, 1996. Definitive Proxy Statement dated June 10, 1996 (contained in Registration Statement on Form S-4 dated June 10, 1996 - Registration Number 333-02777) The Company's Quarterly Report on Form 10Q for the quarter ended September 30, 1996; Home Interstate Bancorp's Annual Report on Form 10-K for the year ended December 31, 1995, Quarterly Reports on Form 10-Q for the quarters dated March 31, 1996 and June 30, 1996; Home Interstate Bancorp's Definitive Proxy Statement dated June 10, 1996 (contained in Registration Statement on Form S-4 dated June 10, 1996 - Registration Number 333-02777). (the "CU Bancorp Filings"); 2. The description of Company's Common Stock contained in Company's registration on Form S-4 filed with the Commission on October 26, 1995. All documents and reports subsequently filed by Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents or reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently field documents which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article Five of Company's Articles of Incorporation provides that the liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law and that the corporation is authorized to provide for the indemnification of agents (as defined in Section 317 of the California General Corporation Law) of the corporation in excess of that expressly permitted by such Section 317 for breach of duly to the corporation and its shareholders to the fullest extent permissible under California law, or any other applicable law. 6 7 EXHIBITS There are filed as a part of this registration statement, the exhibits listed in the Exhibit Index and Exhibit A hereto. UNDERTAKINGS The undersigned Registrant hereby undertakes: (a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) That for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c)(1) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against 7 8 public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 8 9 EXHIBIT A 1993 Employee Stock Option Plan Appendix A - eligible to resell and amounts amounts available to be resold* Name Number of Shares Stephen G. Carpenter 101,000 David I. Rainer 80,000 Anne A. Williams 30,000 Patrick Hartman 22,500 Anita Y. Woman 17,500 *does not necessarily denote any intention to sell 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on February 2, 1996. CU BANCORP (Registrant) By: STEPHEN G. CARPENTER ----------------------------- Stephen G. Carpenter Chief Executive Officer By: PATRICK HARTMAN ----------------------------- Patrick Hartman Chief Financial Officer 9 11 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Stephen G. Carpenter, David I. Rainer, James P. Staes, Patrick Hartman and Anita Wolman, and each of them individually, his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on August 30, 1996.
Signatures Title ---------- ----- S/S ______________________________ Director Kenneth Bernstein S/S ______________________________ Director Donald A. Buschenfield S/S ______________________________ Director/Chairman/Chief Executive Stephen G. Carpenter Officer S/S ______________________________ Director J. Richard Denham S/S ______________________________ Director Randall G. Elston S/S ______________________________ Director Paul W. Glass S/S ______________________________ Director Donald G. Martin S/S ______________________________ Director Ronald S. Parker S/S ______________________________ Director David I. Rainer
10 12 S/S ___________________________ Director, Vice Chairman James P. Staes
11 13 INDEX TO EXHIBITS
Sequentially EXHIBIT Numbered NO. Exhibit Page - ------- ------- ------------ 4(A) CU Bancorp 1993 Employee Stock Option Plan 13 4(B) Copy of Incentive Stock Option Agreement under CU Bancorp 1993 Stock Option Plan. 25 4(C) Non Qualified Stock Option Agreement under CU Bancorp 1993 Stock Option Plan 35 5 Opinion of Anita Wolman, Esq. 36 24(A) Consent of Arthur Andersen LLP. 37 24(B) Consent of Anita Wolman, Esq. (included in its opinion in Exhibit 5) 25 Power of Attorney set forth on the signature pages 5 through 9.
______________ 12 EX-4.A 2 EXHIBIT 4.A 1 EXHIBIT 4(a) CU BANCORP 1993 EMPLOYEE STOCK OPTION PLAN Adopted October 17, 1993 Approved by the Shareholders on December 17, 1993 i. PURPOSE. (1) The purpose of the CU Bancorp 1993 Employee Stock Option Plan (the "1993 Employee Plan") is to strengthen CU Bancorp (the "Company") by providing to employees (the "Employees") of the Company or its subsidiaries added incentives for high levels of performance and to encourage stock ownership in the Company. The 1993 Employee Plan seeks to accomplish these goals by providing a means whereby the Employees may be given an opportunity to purchase by way of option common stock of the Company. (2) The Company, by means of the 1993 Employee Plan, seeks to secure and retain the services of such Employees, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its subsidiaries. (3) The Company intends that the options issued under the 1993 Employee Plan shall, in the discretion of the Committee (as defined in paragraph 2(a)), be either incentive stock options as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto ("incentive stock options"), or options which do not qualify as incentive stock options ("non-qualified stock options"). All options shall be separately designated as incentive stock options or non-qualified stock options at the time of grant, and a separate certificate or certificates shall be issued for shares purchased on the exercise of each type of option. ii. ADMINISTRATION. (1) The 1993 Employee Plan shall be administered by the committee (the "Committee") designated by the Board of Directors of the Company (the "Board"), which shall be composed of not fewer than two (2) members of the Board. All of the members of the Committee shall be 13 2 "disinterested persons" as provided in Rule 16b-3(c)(2)(i) promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"). The Committee shall have, in connection with the administration of the 1993 Employee Plan, the powers set forth in subparagraph 2(b), subject, however, to such resolutions, not inconsistent with the provisions of the 1993 Employee Plan, as may be adopted from time to time by the Board. Any action of the Committee with respect to administration of the 1993 Employee Plan shall be taken pursuant to a majority vote or to the unanimous written consent of its members. (2) The Committee shall have the power, subject to, and within the limitations of, the express provisions of the 1993 Employee Plan: (a) To determine from time to time which of the persons eligible under the 1993 Employee Plan shall be granted an option; when and how the option shall be granted; whether the option will be an incentive stock option or a non-qualified stock option; the provisions of each option granted (which need not be identical), including, without limitation, the term of the option; the duration of and purposes of leaves of absence which may be granted to participants without constituting a termination of their employment for purposes of the 1993 Employee Plan; and the number of shares for which an option shall be granted to each such person. (b) To determine any conditions or restrictions imposed on stock acquired pursuant to the exercise of an option (including, but not limited to, repurchase rights, forfeiture restrictions and restrictions on transferability). (c) To construe and interpret the 1993 Employee Plan and the options granted under it, to construe and interpret any conditions or restrictions imposed on stock acquired pursuant to the exercise of an option, to define the terms used herein, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in the 1993 Employee Plan or in any option agreement in a manner and to the extent it 14 3 shall deem necessary or expedient to make the 1993 Employee Plan fully effective. (d) To cancel, at any time and from time to time, with the consent of the affected optionee or optionees, any or all outstanding options granted under the 1993 Employee Plan and the grant and substitution therefor of new options under the 1993 Employee Plan (subject to limitations hereof) covering the same or different number of shares of stock at an option price per share in all events not less than the fair market value on the new grant date. (e) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company. (3) The Committee shall comply with the provisions of Rule 16b-3 promulgated pursuant to the 1934 Act, as in effect from time to time, to the extent applicable to the 1993 Employee Plan. (4) The determinations of the Committee on matters referred to in this paragraph 2 shall be final and conclusive. iii. SHARES SUBJECT TO THE 1993 EMPLOYEE PLAN. Subject to the provisions of paragraph 9 relating to adjustments upon changes in stock, the stock that may be offered pursuant to options granted under the 1993 Employee Plan shall not exceed the aggregate of 400,000 shares of the Company's common stock. If any option granted under the 1993 Employee Plan shall for any reason expire, be cancelled or otherwise terminate without having been exercised in full, the stock not purchased under such option shall again become available for the 1993 Employee Plan. iv. ELIGIBILITY. (1) All Employees of the Company or its subsidiaries shall be eligible to receive incentive and/or non- qualified stock options, at the discretion of the Committee. (2) The Company may issue incentive stock options provided that the aggregate fair market value (determined at the time the incentive stock option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by the optionee during any 15 4 calendar year (under all incentive stock option plans of the Company) shall not exceed One Hundred Thousand Dollars ($100,000). Should it be determined that any incentive stock option granted pursuant to the 1993 Employee Plan exceeds such maximum, such incentive stock option shall be considered to be a non-qualified option and not to qualify for treatment as an incentive stock option under Section 422 of the Code to the extent, but only to the extent, of such excess. v. OPTION PROVISIONS. Each option shall be in such form and shall contain such terms and conditions as the Committee shall deem appropriate. The provisions of separate options need not be identical, but each option shall include (through incorporation of provisions hereof by reference in the option or otherwise) the substance of each of the following provisions: (1) Each option granted and all rights or obligations thereunder by its terms shall expire on such date as the Committee may determine as set forth in such stock option agreement, but not later than ten (10) years from the date the option was granted and shall be subject to earlier termination as provided elsewhere in the 1993 Employee Plan. Notwithstanding the foregoing, any incentive stock option granted to an optionee who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its affiliates shall expire not later than five (5) years from the date of grant. For purposes of the 1993 Employee Plan, the date of grant of an option shall be the date on which the Committee takes final action approving the award of the option, notwithstanding the date the optionee accepts the option, the date of execution of the option agreement, or any other date with respect to such option. (2) None of the options will be exercisable during the first 12 months from the date of the grant. Each option shall become exercisable in the following four cumulative annual installments: 25% on the first anniversary date of the grant; an additional 25% on the second anniversary date of the grant; an additional 25% on the third anniversary date of the grant; and the last 25% on the fourth anniversary date of the grant. From time to time during each of such 16 5 installment periods, the option may be exercised with respect to some or all of the shares allotted to that period, and/or with respect to some or all of the shares allotted to any prior period as to which the option was not fully exercised. During the remainder of the term of the option (if its term extends beyond the end of the installment periods), the option may be exercised from time to time with respect to any shares then remaining subject to the option. The provisions of this subparagraph 5(b) are subject to any option provisions governing the minimum number of shares as to which an option may be exercised. (3) The exercise price of each option shall be not less than one hundred percent (100%) of the fair market value of the stock subject to the option on the date the option is granted; provided, however, that the purchase price of common stock subject to an incentive stock option may not be less than one hundred ten percent (110%) of such fair market value (without regard to any restriction other than a restriction which, by its terms, will never lapse) where the optionee owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company. The fair market value of such stock shall be determined by the Committee in accordance with any reasonable valuation method, including the valuation method described in Treasury Regulation Section 20.2031-2. (4) The purchase price of stock acquired pursuant to an option shall be paid at the time the option is exercised in cash or check payable to the order of the Company in an amount equal to the option price for the shares being purchased, in whole shares of stock of the Company owned by the optionee having a fair market value on the exercise date (determined by the Committee in accordance with any reasonable evaluation method, including the evaluation method described in Treasury Regulation Section 20.2031-2) equal to the option price for the shares being purchased, or a combination of stock and cash or check payable to the order of the Company, equal in the aggregate to the option price for the shares being purchased. Payments of stock shall be made by delivery of stock certificates properly endorsed for transfer in negotiable form. If other than the optionee, the person or persons exercising the option shall be required to furnish the Company appropriate 17 6 documentation that such person or persons have the full legal right and power to exercise the option on behalf of and for the optionee. (5) An option by its terms may only be transferred by will or by the laws of descent and distribution upon the death of the optionee, shall not be transferable during the optionee's lifetime, and shall be exercisable during the lifetime of the person to whom the option is granted only by such person. (6) The Company may require any optionee, or any person to whom an option is transferred under subparagraph 5(e), as a condition of exercising any such option, to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present intention of selling or otherwise distributing the stock. The requirement of providing written assurances, and any assurances given pursuant to the requirement, shall be inoperative if (i) the shares to be issued upon the exercise of the option are then registered or qualified under the then applicable federal or state securities laws, or (ii) a determination is made by counsel for the Company that such written assurances are not required in the circumstances under the then applicable federal or state securities laws. (7) If an optionee ceases to be employed by the Company or its subsidiaries, then such optionee's option shall terminate three (3) months thereafter, and during such three (3) month period, such option shall be exercisable only as to those shares with respect to which installments, if any, had accrued as of the date on which the optionee ceased to be employed by the Company or its subsidiaries, unless: (a) Such termination is due to such person's permanent and total disability, within the meaning of Section 22(e)(3) of the Code, in which case the stock option agreement may, but need not, provide that it may be exercised at any time within one (1) year following such termination of employment, and provided further that if such optionee dies during such specified period following such termination of employment, then the stock option 18 7 agreement may, but need not, provide that such option may be exercised at any specified time up to one (1) year following the death of the optionee by the person or persons to whom the optionee's rights under such option pass by will or by the laws of descent and distribution, but only to the extent that the optionee was entitled to exercise said option immediately prior to the termination of the optionee's employment; (b) The optionee dies while in the employ of the Company or its subsidiaries (which shall constitute termination of employment), or within not more than three (3) months after termination of such employment, in which case the option may, but need not, provide that it may be exercised at any time within one (1) year following the death of the optionee by the person or persons to whom the optionee's rights under such option pass by will or by the laws of descent and distribution, but only to the extent that the optionee was entitled to exercise said option immediately prior to the termination of optionee's employment; (c) The option by its terms specifies either (a) that it shall terminate sooner than three (3) months after termination of the optionee's employment, or (b) that in the case of non-qualified stock options it may be exercised more than three (3) months after termination of the optionee's employment, but only to the extent that the optionee was entitled to exercise said option immediately prior to the termination of optionee's employment; or (d) The optionee's employment is terminated for cause, whereupon the option terminates immediately unless such termination is waived by the Committee. Termination for cause shall include termination for malfeasance or gross misfeasance in the performance of duties, or conviction of illegal activity in connection therewith, conviction for a felony, or any conduct detrimental to the interests of the Company or any of its subsidiaries, and the determination of the Committee with respect thereto shall be final and conclusive. 19 8 This subparagraph 5(g) shall not be construed to extend the term of any option or to permit anyone to exercise the option after expiration of its term, nor shall it be construed to increase the number of shares as to which any option is exercisable from the amount exercisable on the date of termination of the optionee's employment. (8) Options may be exercised by ten (10) days written notice delivered to the Company stating the number of shares with respect to which the option is being exercised together with payment for such shares. Not less than ten (10) shares may be purchased at any one time unless the number purchased is the total number of shares which may be purchased under the option. (9) Any option granted hereunder shall provide as determined by the Committee for appropriate arrangements for the satisfaction by the Company or its subsidiaries and the optionee of all federal, state, local or other income, excise or employment taxes or tax withholding requirements applicable to the exercise of the option or the later disposition of the shares of stock thereby acquired. Such arrangements shall include, without limitation, the right of the Company or any subsidiary thereof to deduct or withhold in the form of cash or, if permitted by law, shares of stock from any transfer or payment to an optionee or, if permitted by law, to receive transfers of shares of stock or other property from the optionee, in such amount or amounts deemed required or appropriate by the Committee in its discretion. Any shares of stock issued pursuant to the exercise of an option and transferred by the optionee to the Company for purposes of satisfying any withholding obligation shall not again be available for purposes of the Plan. vi. COVENANTS OF THE COMPANY. (1) During the terms of the options granted under the 1993 Employee Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such options. (2) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the 1993 Employee Plan or the Company such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the 1993 Employee Plan; provided, however, that this undertaking shall not 20 9 require the Company to register under the Securities Act of 1933, as amended, either the 1993 Employee Plan, any option granted under the 1993 Employee Plan or any stock issued or issuable pursuant to any such option or grant. If the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the 1993 Employee Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon grant or upon exercise of such options unless and until such authority is obtained. (3) The Company shall indemnify and hold harmless the members of the Committee in any action brought against any member in connection with the administration of the 1993 Employee Plan to the maximum extent permitted by then applicable law, except in the case of willful misconduct or gross misfeasance by such member in connection with the 1993 Employee Plan and its administration. vii. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of stock pursuant to options granted under the 1993 Employee Plan shall constitute general funds of the Company. viii. MISCELLANEOUS. (1) Neither an optionee nor any person to whom an option is transferred under subparagraph 5(e) shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such option unless and until such person has satisfied all requirements for exercise of the option pursuant to its terms. (2) Nothing contained in the 1993 Employee Plan, or in any option granted pursuant to the 1993 Employee Plan, shall obligate the Company or any of its subsidiaries to employ any employee for any period or interfere in any way with the right of the Company or any of its subsidiaries to reduce the compensation of any employee. ix. ADJUSTMENTS UPON CHANGES IN STOCK. If the outstanding shares of the stock of the Company are increased, decreased, or changed into, or exchanged for a different number or kind of shares or 21 10 securities of the Company, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or otherwise, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which options may be granted. A corresponding adjustment changing the number or kind of shares and the exercise price per share allocated to unexercised options, or portions thereof, which shall have been granted prior to any such change shall likewise be made. Any such adjustment, however, in an outstanding option shall be made without change in the total price applicable to the unexercised portion of the option but with a corresponding adjustment in the price for each share subject to the option. Adjustments under this section shall be made by the Committee whose determination as to what adjustments shall be made, and the extent thereof, shall be final and conclusive. No fractional shares of stock shall be issued under the 1993 Employee Plan on account of any such adjustment. x. TERMINATING EVENTS. Not less than thirty (30) days prior to the dissolution or liquidation of the Company, or a reorganization, merger, or consolidation of the Company with one or more corporations as a result of which the Company will not be the surviving or resulting corporation, or a sale of substantially all the assets of the Company to another person, or a reverse merger in which the Company is the surviving corporation but the shares of the Company's stock outstanding immediately preceding the merger are converted by virtue of the merger into other property (a "Terminating Event"), the Committee shall notify each optionee of the pendency of the Terminating Event. Upon delivery of said notice, any option granted prior to the Terminating Event shall be, notwithstanding the provisions of paragraph 5 hereof, exercisable in full and not only as to those shares with respect to which installments, if any, have then accrued, subject, however, to earlier expiration or termination as provided elsewhere in the 1993 Employee Plan. Upon the date thirty (30) days after delivery of said notice, any option or portion thereof not exercised shall terminate, and upon the effective date of the Terminating Event, the 1993 Employee Plan shall terminate, unless provision is made in connection with the Terminating Event for assumption of options theretofore granted, or substitution for such options of new options covering stock of a successor employer corporation, or a parent or subsidiary corporation thereof, solely at the option of such successor corporation or parent or subsidiary corporation, with appropriate adjustments as to number and kind of shares and prices. xi. AMENDMENT OF THE 1993 EMPLOYEE PLAN. (1) The Committee, at any time, and from time to time, may amend the 1993 Employee Plan. However, except as provided in paragraph 9 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the affirmative vote of a majority of the shares of the Company present, or represented, and entitled to vote at a duly held meeting at which a quorum is present or by 22 11 the written consent of the holders of a majority of the outstanding shares of the Company entitled to vote, where the amendment will: (a) Materially increase the number of shares reserved for options under the 1993 Employee Plan; (b) Materially modify the requirements as to eligibility for participation in the 1993 Employee Plan; or (c) Materially increase the benefits accruing to participants under the 1993 Employee Plan; provided, however, that approval at a meeting or by written consent need not be obtained or may be obtained by a lesser degree of shareholder approval if the Committee determines, in its discretion after consultation with the Company's legal counsel, that such approval is not required under, or such lesser degree of shareholder approval will comply with, all applicable laws, including Rule 16b-3 promulgated pursuant to the 1934 Act, and will not adversely affect the qualification of the 1993 Employee Plan under Section 422A of the Code. It is expressly contemplated that the Committee, in its sole discretion, may amend the 1993 Employee Plan in any respect the Committee deems necessary or advisable to provide optionees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to incentive stock options and/or to bring the 1993 Employee Plan and/or options granted under it into compliance therewith. (2) Rights and obligations under any option granted pursuant to the 1993 Employee Plan, while the 1993 Employee Plan is in effect, shall not be altered or impaired by suspension or termination of the 1993 Employee Plan, except with the consent of the person to whom the stock or option was granted. xii. TERMINATION OR SUSPENSION OF THE 1993 EMPLOYEE PLAN. (1) The Committee may suspend or terminate the 1993 Employee Plan at any time. Unless sooner terminated, the 1993 Employee Plan shall terminate ten years from the Effective Date (as defined in paragraph 13) of the 1993 Employee Plan. No options may be granted under the 1993 Employee Plan while the 1993 Employee Plan is suspended or after it is terminated. (2) Rights and obligations under any option granted pursuant to the 1993 Employee Plan, while the 1993 23 12 Employee Plan is in effect, shall not be altered or impaired by suspension or termination of the 1993 Employee Plan, except with the consent of the person to whom the stock or option was granted. xiii. EFFECTIVE DATE OF PLAN. The 1993 Employee Plan shall become effective on October 27, 1993, 1993 (the "Effective Date") but no options granted under the 1993 Employee Plan shall be exercised unless and until the 1993 Employee Plan has been approved by the affirmative vote of a majority of the outstanding shares of the Company present, or represented, and entitled to vote at a duly held meeting at which a quorum is present or by the written consent of the holders of a majority of the outstanding shares of the Company entitled to vote, and, if required, an appropriate permit has been issued by the appropriate state securities authorities and approval has been obtained from the appropriate federal or state and/or federal regulatory authorities. 24 EX-4.B 3 EXHIBIT 4.B 1 EXHIBIT 4(b) CU BANCORP INCENTIVE STOCK OPTION (EMPLOYEE) Optionee: CU Bancorp (the "Company"), pursuant to its 1993 Employee Stock Option Plan (the "1993 Employee Plan"), has on February 7, 1996 granted to you, the optionee named above, an option to purchase shares of the common stock of the Company ("Common Stock"). This option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986 as amended (the "Code"). The details of your option are as follows: 1. The total number of shares subject to this option is__________. None of the options will be exercisable during the first 12 months from the date of the grant. Each option shall become exercisable in the following four cumulative annual installments: 25% on the first anniversary date of the grant; an additional 25% on the second anniversary date of the grant; an additional 25% on the third anniversary date of the grant; and the last 25% on the fourth anniversary date of the grant. From time to time during each of such installment periods, the option may be exercised with respect to some or all of the shares allotted to that period, and/or with respect to some or all of the shares allotted to any prior period as to which the option was not fully exercised. During the remainder of the term of the option (if its term extends beyond the end of the installment periods), the option may be exercised from time to time with respect to any shares then remaining subject to the option. 2. (a) The exercise price of this option is ______________ per share, which is not less than the fair market value of the Common Stock on the date of grant of this option, except that, if you own stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, then such exercise price is not less than one hundred ten percent (110%) of the fair market value of the Common Stock on the date of grant of this option. (b) The exercise price per share shall be paid upon exercise of all or any part of each installment which has become exercisable by you in cash or check payable to the order of the Company, in whole shares of stock of the Company owned by the Optionee having a fair market value on the exercise date equal to the option price for the shares being purchased, or a combination of stock and cash or check payable to the order of the Company, equal in the aggregate to the option price for the shares being purchased. 3. The minimum number of shares with respect to which this option may be exercised at any one time is ten (10) except as to an installment subject to exercise, as set forth in paragraph 1, which amounts to fewer than ten (10) shares, in 25 2 which case, as to the exercise of that installment, the number of shares in such installment shall be the minimum number of shares. 4. The Company may require any optionee, or any person to whom an option is transferred under paragraph 7, as a condition of exercising the option, to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present intention of selling or otherwise distributing the stock; provided, however, that the requirement of providing such written assurances, and any assurances given pursuant to the requirement, shall be inoperative if (i) the shares issuable upon exercise of this option are then registered or qualified under the then applicable federal or state securities laws, or (ii) a determination is made by counsel for the Company that such assurances are not required in the circumstances under the then applicable federal or state securities laws. 5. The term of this option commences on the date hereof and, unless sooner terminated as set forth below or in the 1993 Employee Plan, terminates on the date which is ten (10) years from the date of the grant as defined in the 1993 Employee Plan. This option shall terminate prior to the expiration of its term as follows: three (3) months after the termination of your employment with the Company, and its subsidiaries for any reason, unless (a) such termination of employment is due to your permanent and total disability (within the meaning of Section 22(e)(3) of the Code), in which case the option shall terminate on the earlier of (i) the date which is ten (10) years from the date of the grant as defined in the 1993 Employee Plan or (ii) the later of (A) the date which is one (1) year after such termination of employment or (B) in the event you die during the period specified in (A) following such termination of employment, one (1) year following the date of your death; (b) such termination of employment is due to your death, in which case the option shall terminate on the earlier of the date which is ten (10) years from the date of the grant as defined in the 1993 Employee Plan or the date which is one (1) year after your death; or (c) termination of employment is for cause (as defined in the 1993 Employee Plan) whereupon this option terminates immediately unless such termination is waived by the Company. However, in any and all circumstances, this option may be exercised following termination of employment only as to that number of shares as to which it was exercisable on the date of termination of employment under the provisions of paragraph 1 of this option. 6. This option may be exercised, to the extent specified above, by delivering ten (10) days written notice of exercise 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 pursuant to paragraph 4. 7. This option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. 26 3 8. Any notices provided for in this option or the 1993 Employee Plan 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 address specified below or at such other address as you hereafter designate by written notice to the Company. 9. This option is subject to all the provisions of the 1993 Employee Plan, a copy of which is attached hereto, and its provisions are hereby made a part of this option, including without limitation, the provisions of paragraph 5 of the 1993 Employee Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the 1993 Employee Plan. In the event of any conflict between the provisions of this option and those of the 1993 Employee Plan, the provisions of the 1993 Employee Plan shall control. 10. The Company is not providing you with advice, warranties, or representations regarding any of the legal or tax effects to you with respect to this grant. You are encouraged to seek legal and tax advice from your own legal and tax advisers as soon as possible. 11. By accepting this grant and the shares of Common Stock covered thereby and by signing this instrument, you acknowledge that you are familiar with the terms of the grant and the 1993 Employee Plan, that you have been encouraged by the Company to discuss the grant and the 1993 Employee Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the 1993 Employee Plan. 12. Optionee acknowledges that federal and state income and payroll tax may apply upon exercise of this option or upon the disposition of shares acquired pursuant to the exercise of this option. If the Company determines, in its sole discretion, that withholding is required, Optionee agrees that such withholding may be accomplished with respect to the cash compensation (if any) due the Optionee from the Company. If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Company) to satisfy the full withholding obligation, Optionee agrees that at the election of the Company either: (a) Optionee will pay over to the Company the amount of cash or, if acceptable to the Company, property with a value necessary to satisfy such remaining withholding obligation on the date the option is exercised or at a time thereafter specified in writing by the Company; or (b) the Company may withhold an amount of optioned shares equal in value (as of the date of option exercise) to the amount of the remaining withholding obligation. Upon due notice from Optionee, the Company may satisfy the entire withholding obligation by withholding shares as provided in (b) above in lieu of withholding from the Optionee's cash compensation. Dated this ____ day of _______________, 19__. Very truly yours, 27 4 CU Bancorp By_________________________________ Duly authorized on behalf of the Board of Directors The undersigned: (a) Acknowledges receipt of the foregoing option and understands that all rights and liabilities with respect to this option are set forth in the option and the 1993 Employee Plan; and (b) Acknowledges that as of the date of grant of this option, it sets forth the entire understanding between the undersigned optionee and the Company and its affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject. ___________________________________ Optionee Address: Attachments: CU Bancorp 1993 Employee Stock Option Plan 28 5 The details of your option are as follows: xiv. The total number of shares subject to this option is ___________________ (____). None of the options will be exercisable during the first 12 months from the date of the grant. Each option shall become exercisable in the following four cumulative annual installments: 25% on the first anniversary date of the grant; an additional 25% on the second anniversary date of the grant; an additional 25% on the third anniversary date of the grant; and the last 25% on the fourth anniversary date of the grant. From time to time during each of such installment periods, the option may be exercised with respect to some or all of the shares allotted to that period, and/or with respect to some or all of the shares allotted to any prior period as to which the option was not fully exercised. During the remainder of the term of the option (if its term extends beyond the end of the installment periods), the option may be exercised from time to time with respect to any shares then remaining subject to the option. xv. The exercise price of this option is ___________________________ ($____________) per share, which is not less than the fair market value of the Common Stock on the date of the grant of this option. (1) The exercise price per share shall be paid upon exercise of all or any part of each installment which has become exercisable by you at the time the option is exercised in cash or check payable to the order of the Company, in whole shares of stock of the Company owned by the Optionee having a fair market value on the exercise date equal to the option price for the shares being purchased, or a combination of stock and cash or check payable to the order of the Company, equal in the aggregate to the option price for the shares being purchased. 29 6 xvi. The minimum number of shares with respect to which this option may be exercised at any one time is ten (10) except as to an installment subject to exercise, as set forth in paragraph 1, which amounts to fewer than ten (10) shares, in which case, as to the exercise of that installment, the number of shares in such installment shall be the minimum number of shares. xvii. The Company may require any optionee, or any person to whom an option is transferred under paragraph 7, as a condition of exercising the option, to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the option for such person's own account and not with any present intention of selling or otherwise distributing the stock; provided, however, that the requirement of providing such written assurances, and any assurances given pursuant to the requirement, shall be inoperative if (i) the shares issuable upon exercise of this option are then registered or qualified under the then applicable federal or state securities laws, or (ii) a determination is made by counsel for the Company that such assurances are not required in the circumstances under the then applicable federal or state securities laws. xviii. The term of this option commences on the date hereof and, unless sooner terminated as set forth below or in the 1993 Employee Plan, terminates on the date which is ten (10) years from the date of the grant as defined in the 1993 Employee Plan. This option shall terminate prior to the expiration of its term as follows: three (3) months after the termination of your employment with the Company and its subsidiaries for any reason, unless (a) such termination of employment is due to your permanent and total disability (within the meaning of Section 22(e)(3) of the Code), in which case the option shall terminate on the earlier of (i) the date which is ten (10) years from the date of the grant as defined in the 1993 Employee Plan or (ii) the later of (A) the date which is one (1) year after such termination of employment or (B) in the event you die during the period specified in (A) following such termination of employment, one (1) year following the date of your death; 30 7 (b) such termination of employment is due to your death, in which case the option shall terminate on the earlier of the date which is ten (10) years from the date of the grant as defined in the 1993 Employee Plan or the date which is one (1) year after your death; or (c) such termination of employment is for cause (as defined in the 1993 Employee Plan) whereupon this option terminates immediately unless such option termination is waived by the Company. However, in any and all circumstances, this option may be exercised following termination of employment only as to that number of shares as to which it was exercisable on the date of termination of employment under the provisions of paragraph 1 of this option. xix. This option may be exercised, to the extent specified above, by delivering ten (10) days' written notice of exercise 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 pursuant to paragraph 4. xx. This option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. xxi. Any notices provided for in this option or the 1993 Employee Plan 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 address specified below or at such other address as you hereafter designate by written notice to the Company. xxii. This option is subject to all the provisions of the 1993 Employee Plan, a copy of which is attached hereto, and its provisions are hereby made a part of this option, including without limitation, the provisions of paragraph 5 of the 1993 Employee Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which may 31 8 from time to time be promulgated and adopted pursuant to the 1993 Employee Plan. In the event of any conflict between the provisions of this option and those of the 1993 Employee Plan, the provisions of the 1993 Employee Plan shall control. xxiii. The Company is not providing you with advice, warranties, or representations regarding any of the legal or tax effects to you with respect to this grant. You are encouraged to seek legal and tax advice from your own legal and tax advisers as soon as possible. xxiv. By accepting this grant and the shares of Common Stock covered thereby, and by signing this instrument, you acknowledge that you are familiar with the terms of the grant and the 1993 Employee Plan, that you have been encouraged by the Company to discuss the grant and the 1993 Employee Plan with your own legal and tax advisers, and that you agree to be bound by the terms of the grant and the 1993 Employee Plan. xxv. Optionee acknowledges that federal and state income and payroll tax may apply upon exercise of this option. Optionee agrees that such withholding may be accomplished with respect to the cash compensation (if any) due the optionee from the Company. If withholding pursuant to the foregoing sentence is insufficient (in the sole judgment of the Company) to satisfy the full withholding obligation, optionee agrees that at the election of the Company either: (a) optionee will pay over to the Company the amount of cash or, if acceptable to the Company, property with a value necessary to satisfy such remaining withholding obligation on the date the option is exercised or at a time thereafter specified in writing by the Company; or (b) the Company may withhold an amount of optioned shares equal in value (as of the date of option exercise) to the amount of the 32 9 remaining withholding obligation. Upon due notice from Optionee, the Company may satisfy the entire withholding obligation by withholding shares as provided in (b) above in lieu of withholding from the Optionee's cash contribution. Dated this _____ day of __________________, 19__. Very truly yours, CU Bancorp By___________________________________ Duly authorized on behalf of the Board of Directors 33 10 The undersigned: (1) Acknowledges receipt of the foregoing option and understands that all rights and liabilities with respect to this option are set forth in the option and the 1993 Employee Plan; and (2) Acknowledges that as of the date of grant of this option, it sets forth the entire understanding between the undersigned optionee and the Company regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject. ______________________________ Optionee Address: ______________________________ ______________________________ Attachments: CU Bancorp 1993 Employee Stock Option Plan 34 EX-4.C 4 EXHIBIT 4.C 1 EXHIBIT 4(C) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE COMPANY'S STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE COMPANY'S 1993 EMPLOYEE STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE AFFIRMATIVE VOTE OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY PRESENT, OR REPRESENTED, AND ENTITLED TO VOTE AT A DULY HELD MEETING AT WHICH A QUORUM IS PRESENT OR BY THE WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF THE COMPANY ENTITLED TO VOTE. CU BANCORP NON-QUALIFIED STOCK OPTION (EMPLOYEE) ________________________, Optionee: CU Bancorp (the "Company"), pursuant to its 1993 Employee Stock Option Plan (the "1993 Employee Plan"), has this day granted to you, the optionee named above, an option to purchase shares of the common stock of the Company ("Common Stock"). This option 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 (the "Code"). 35 EX-5 5 EXHIBIT 5 1 EXHIBIT 5 CU BANCORP 16030 Ventura Boulevard Encino, California 91436 February 2, 1997 CU Bancorp 16030 Ventura Blvd. Encino, CA 91436 Re: CU Bancorp Form S-8 Ladies and Gentlemen: The undersigned renders this opinion as counsel to you in connection with the issuance of up to 400,000 shares of Common Stock of CU Bancorp under the CU Bancorp 1993 Employee Stock Option Plan. In connection with this opinion, the undersigned has examined such records and documents as are necessary and appropriate, including but not limited to the following: 1. Minutes of the Board of Directors of CU Bancorp; 2. Articles and Bylaws of CU Bancorp. Based upon the undersigned's review of the records and documents, and such other matters as deemed reasonable and appropriate, and in consideration of applicable laws, I am of the opinion that the shares to be issued by CU Bancorp have been duly authorized and when issued and paid in accordance with the terms of the CU Bancorp 1993 Employee Stock Option Plan, will be legally issued, fully paid and non assessable, and free of preemptive rights. This opinion is qualified in its entirety by reference to the law and the facts as of the date hereof. As to matters noted, I have relied on information provided by CU Bancorp in preparing this opinion. I am qualified to practice law in the state of California only and do not purport to express any opinion on the law of any state other then California and the federal law of the United States of America. This opinion is limited to the matters expressly set forth herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. I consent to the use of my name under the caption "Legal Matters". Very truly yours, Anita Y. Wolman, Esq. 36 EX-24.A 6 EXHIBIT 24.A 1 EXHIBIT 24(a) CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our reports dated January 19, 1996, and January 26, 1996 included in CU Bancorp's report on Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this Registration Statement. Arthur Andersen LLP Los Angeles, California February 5, 1997 37 -----END PRIVACY-ENHANCED MESSAGE-----