Exhibit 4.5
UNITED PANAM FINANCIAL
CORP.
AMENDED AND RESTATED 1997
EMPLOYEE STOCK INCENTIVE PLAN
Section 1. PURPOSE
OF PLAN
(a) The purpose of this Amended
and Restated 1997 Employee Stock Incentive Plan
(“Plan”) of United PanAm Financial Corp., a California
corporation (the “ Company ”), is to enable the
Company to attract, retain and motivate its employees and
consultants by providing for or increasing the proprietary
interests of such employees and consultants in the Company, and to
enable the Company and its subsidiaries to attract, retain and
motivate nonemployee directors and further align their interests
with those of the stockholders of the Company by providing for or
increasing the proprietary interest of such directors in the
Company.
(b) The 1997 Employee Stock
Incentive Plan constituted an amendment and restatement of the 1994
Stock Option Plan (the “ 1994 Plan ”) of Pan
American Bank, FSB, and on the effective date of The 1997 Employee
Stock Incentive Plan each option granted under the 1994 Plan was
reconstituted as an option under The 1997 Employee Stock Incentive
Plan on the same terms and conditions as set forth in the 1994 Plan
or any form of stock option agreement evidencing such option under
the 1994 Plan. This Plan, which amends and restates the 1997
Employee Stock Incentive Plan, was adopted by the Board of
Directors of the Company on April 24, 2000, and, subject to
the provisions of Section 9 below, became effective as of such
date.
Section 2. PERSONS
ELIGIBLE UNDER PLAN
Each of the following persons (each,
a “ Participant ”) shall be eligible to be
considered for the grant of Awards (as hereinafter defined)
hereunder: (1) any employee of the Company or any of its
subsidiaries, including any director who is also such an employee,
(2) any director of the Company or any of its subsidiaries who
is not also an employee of the Company or any of its subsidiaries
(a “ Nonemployee Director ”) and (3) any
consultant of the Company or any of its subsidiaries.
Section 3. AWARDS
(a) The Committee (as hereinafter
defined), on behalf of the Company, is authorized under this Plan
to enter into any type of arrangement with a Participant that is
not inconsistent with the provisions of this Plan and that, by its
terms, involves or might involve the issuance of (i) shares of
common stock of the Company (“ Common Shares ”)
or (ii) a Derivative Security (as such term is defined in Rule
l6a-1 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as such rule may be
amended from time to time) with an exercise or conversion privilege
at a price related to the Common Shares or with a value derived
from the value of the Common Shares. The entering into of any such
arrangement is referred to herein as the “ grant
” of an “ Award .”
(b) Awards are not restricted to any
specific form or structure and may include, without limitation,
sales or bonuses of stock, restricted stock, stock options, reload
stock options, stock purchase warrants, other rights to acquire
stock, securities convertible into or redeemable for stock, stock
appreciation rights, phantom stock, dividend equivalents,
performance units or performance shares, and an Award may consist
of one such security or benefit, or two or more of them in tandem
or in the alternative.
(c) Awards may be issued, and Common
Shares may be issued pursuant to an Award, for any lawful
consideration as determined by the Committee, including, without
limitation, services rendered by the recipient of such
Award.
(d) Subject to the provisions of
this Plan, the Committee, in its sole and absolute discretion,
shall determine all of the terms and conditions of each Award
granted under this Plan, which terms and conditions may include,
among other things
(i) a provision permitting the
recipient of such Award, including any recipient who is a director
or officer of the Company, to pay the purchase price of the Common
Shares or other property issuable pursuant to such Award, in whole
or in part, by any one or more of the following:
(A) the delivery of cash;
(B) the delivery of other property
deemed acceptable by Committee;
(C) the delivery of previously owned
shares of capital stock of the Company (including
“pyramiding”) or other property, or
(D) a reduction in the amount of
Common Shares or other property otherwise issuable pursuant to such
Award.
(ii) a provision conditioning or
accelerating the receipt of benefits p
