Exhibit 4.1
MANHATTAN BANCORP
2007 STOCK OPTION PLAN
Adopted August 10, 2007
1 .
Purpose. The purpose of the 2007 Stock Option Plan
(the “Plan”) is to strengthen Manhattan Bancorp
(the “Company”) and those corporations which are or
hereafter become subsidiary corporations of the Company, within the
meaning of Section 424(f) of the Internal Revenue Code of
1986, as amended (the “Code”), by providing to
participating employees and directors added incentive for high
levels of performance and for unusual efforts to increase the
earnings of the Company and its subsidiary corporations. The
Plan seeks to accomplish these purposes and results by providing a
means whereby such employees and directors may purchase shares of
the common stock of the Company pursuant to (a) options
granted pursuant to the Incentive Stock Option Plan (the
“Incentive Plan”) (Division A hereof) which will
qualify as incentive stock options under Section 422 of the
Code (“Incentive Options”), or (b) options granted
pursuant to the Non-Qualified Stock Option Plan (the
“Non-Qualified Plan”) (Division B hereof) which
are intended to be non-qualified stock options described in Treas.
Reg. §1.83-7 to which Section 421 of the Code does not
apply (“Non-Qualified Options”). (Hereinafter,
the term “Options” shall collectively refer to
Incentive Options and Non-Qualified Options.).
2 .
Administration. This Plan shall initially be
administered by the Board of Directors of the Company (the
“Board of Directors”). The Board of Directors
may, in its sole discretion, from time to time, delegate such power
and authority over the administration of the Plan as the Board of
Directors deems appropriate to a committee composed of not fewer
than three (3) directors of the Company. If the
administration of the Plan is delegated to such a committee
(whether a Stock Option Committee or Compensation Committee), then
the members of such committee must be independent, non-employee
directors of the Company as defined by the rules of the
NASD. Nothing contained herein shall prevent the Board of
Directors from delegating to such committee full power and
authority over the administration of the Plan.
Any
action of the Board of Directors (or committee) with respect to
administration of the Plan shall be taken pursuant to a majority
vote of its members; provided, however, that with respect to action
by the Board of Directors (or committee) in granting an option to
an individual director, such action must be authorized by the
required number of directors without counting the interested
director, who shall abstain as to any vote on his option. An
interested director may be counted in determining the presence of a
quorum at a meeting of the Board of Directors (or committee) where
such action will be taken.
Subject to the express provisions of the Plan,
the Board of Directors (or the committee, if authorized) shall have
the authority to construe and interpret the Plan, and to define the
terms used therein, to prescribe, amend, and rescind rules and
regulations relating to administration of the Plan, to determine
the duration and purposes of leaves of absence which may be granted
to participants without constituting a termination of their
employment for purposes of the Plan, and to make all other
determinations necessary or advisable for administration of the
Plan.
Determinations of the Board of Directors (or
the committee, if authorized) on matters referred to in this
section shall be final and conclusive.
3 .
Participation; Limitation on Amount of Outstanding Options.
All salaried officers and employees of the Company and its
subsidiary corporations shall be eligible for selection to receive
both Incentive and Non-Qualified Options. Directors of the
Company and its subsidiary corporations who are not also salaried
officers or employees of the Company or a subsidiary corporation
shall be eligible to receive only Non-Qualified Options under the
Plan. Subject to the express provisions of the
Plan, the Board of Directors (or committee, if authorized) shall
select from the eligible class and determine the individuals who
shall receive Options, whether such Options shall be Incentive or
Non-Qualified Options, and the terms and provisions of the Options
(which need not be identical), and shall grant such Options to such
individuals. An individual who has been granted an Option (an
“Optionee”) may, if such individual is otherwise
eligible, be granted additional Options if the Board of Directors
(or the committee, if authorized) shall so determine.
4 .
Stock Subject to the Plan.
Subject to adjustment as provided in Section 13 hereof, the
stock to be offered under the Plan shall be shares of the
Company’s authorized but unissued common stock, without par
value (hereinafter called “stock”), and the aggregate
amount of stock to be delivered upon exercise of all Options
granted under the Plan shall not exceed 30% of the amount of the
Company’s issued and outstanding shares of common stock sold
in its initial public offering of securities, provided, however,
that the total number of shares that may be issued pursuant to
Incentive Stock Options issued under the Plan shall be 645,000
shares, with the balance of the shares that may be issued pursuant
to the exercise of Options under the Plan being issued pursuant to
Non-Qualified Options. If any Option shall expire for any reason
without having been exercised in full, the unpurchased shares
subject thereto shall again be available for purposes of the
Plan.
5 .
Option Price. The purchase price of stock
subject to each Option shall be determined by the Board of
Directors (or the committee, if authorized) but shall not be less
than one hundred percent (100%) of the fair market value of such
stock at the time such Option is granted. As to any Incentive
Option granted to an Optionee who, immediately before the Option is
granted, owns beneficially more than ten percent (10%) of the
outstanding stock of the Company, the purchase price must be at
least one hundred ten percent (110%) of the fair market value of
the stock at the time when such Option is granted. The fair
market value of such stock shall be determined in accordance with
any reasonable valuation method, including the valuation methods
described in Treas. Reg. § 20.2031-2. The
purchase price of any shares purchased shall be paid in full in
cash at the time of each such purchase.
6 .
Option Period. Each Option and all rights or
obligations hereunder shall expire on such date as the Board of
Directors (or the committee, if authorized) may determine, but not
later than ten (10) years from the date such Option is
granted, and shall be subject to earlier termination as provided
elsewhere in the Plan. As to any Incentive Option granted to
an Optionee who, immediately before the option is granted, owns
beneficially more than ten percent (10%) of the outstanding stock
of the Company (whether acquired upon exercise of Options or
otherwise), such option must not be exercisable by its terms after
five (5) years from the date of its grant.
2
7 .
Continuation of Employment. In the case of
employees, nothing contained in the Plan (or in any Option
agreement) shall obligate the Company or its subsidiary
corporations to employ any Optionee for any period or interfere in
any way with the right of the Company or its subsidiary
corporations to reduce such Optionee’s
compensation.
8 .
Exercise of Options. Each Option shall be
exercisable in such installments, which need not be equal, and upon
such contingencies as the Board of Directors (or the committee, if
authorized) shall determine; provided, however, that if an Optionee
shall not in any given installment period purchase all of the
shares which such Optionee is entitled to purchase in such
installment period, such Optionee’s right to purchase any
shares not purchased in such installment period shall continue
until the expiration of such Option. No Option or installment
thereof shall be exercisable except with respect to whole shares,
and fractional share interests shall be disregarded. 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 cash in the
amount of the purchase price for such shares. No fewer than
ten (10) shares may be purchased at one time unless the number
purchased is the total number which may be purchased under the
Option. As a condition to the exercise of a Non-Qualified
Option, in whole or in part, by an Optionee who is an employee of
the Company (or who was an employee during the term of the option)
the Optionee shall be required to pay to the Company, in addition
to the purchase price for the shares being exercised, an amount
equal to any taxes required to be withheld by the Company in order
to enable the Company to claim a deduction in connection with the
exercise of the Option.
Options may also be exercised by delivery to
the Company of ten (10) days written notice stating the number
of shares with respect to which the Option is being exercised, and
by delivery to the Company of (i) an exercise notice
instructing the Company to deliver the certificates for the shares
purchased to a designated brokerage firm which shall sell the stock
in the market as soon as the Option is exercised; and (ii) a
copy of irrevocable instructions delivered to the brokerage firm to
sell the shares acquired upon exercise of the Option and to deliver
to the Company from the sale proceeds sufficient cash to pay the
exercise price and applicable withholding taxes arising as a result
of the exercise, with the balance of the sales proceeds, if any,
after payment of any broker’s commission, credited to the
Optionee’s brokerage account.
9 .
Nontransferability of Options. Each Option
shall, by its terms, be nontransferable by the Optionee, other than
by Will or the laws of descent and distribution, and shall be
exercisable during such Optionee’s lifetime only by the
Optionee.
10 .
Cessation of Employment; Disability.
Except as provided in Sections 6 and 11 hereof, if an Optionee
ceases to be employed by or to serve as a director of the Company
or a subsidiary corporation for any reason other than death or
disability, such Optionee’s Option shall expire three
(3) months thereafter, and during such period after such
Optionee ceases to be an employee or director, 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 or ceased to serve as a director
of the Company or such subsidiary corporation. Except as
provided in Sections 6 and 11 here
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