Exhibit 10.12
PACIFIC PREMIER BANCORP,
INC.
2004 LONG-TERM INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
Stock Option Agreement (this
“Agreement”), dated as of
,
2007 (the “Grant Date”), between Pacific Premier
Bancorp, Inc. (the “Company”) and
(the “Participant”). This Agreement is pursuant to the
terms of the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive
Plan (the “Plan”), a copy of which has been furnished
to the Participant and the terms of which are incorporated herein
by reference. Unless otherwise indicated, whenever capitalized
terms are used in this Agreement, they shall have the meanings set
forth in the Plan.
Section 1. Grant of
Award
The Participant is hereby
granted an award of stock options representing
shares of Common Stock under the terms and conditions specified
herein (the “Award”).
Section 2. Vesting of
Shares
2.1
Vesting Schedule . Subject to Section 3, shares
covered by the Award (the “Restricted Shares”) shall
vest based on the passage of time according to the following
vesting schedule:
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Number of Restricted
Shares
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Vesting Date
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2.2
Accelerated Vesting . Notwithstanding Section 2.1,
Restricted Shares shall become fully and immediately vested upon a
Sale Event.
2.3
Discretionary Vesting . The Board may, in its sole
discretion, accelerate the vesting of any or all Restricted Shares
at any time and for any reason.
Section 3. Forfeiture in the
Event of Termination of Employment
If the Participant’s
employment with the Company and its subsidiaries is terminated for
any reason, the Participant shall forfeit his or her interest in
any Restricted Shares that have not yet become vested, which shall
be cancelled and be of no further force or effect.
Section 4. Dividends and
Voting Rights
The Participant shall be entitled to
receive any dividends paid with respect to the Restricted Shares;
provided , however , that no dividends shall be
payable to or for the benefit of a Participant with respect to
record dates occurring prior to the Grant Date, or with respect to
record dates occurring on or after the date, if any, on which the
Participant has forfeited the Restricted Shares pursuant to Section
3 hereof. The Participant shall be entitled to vote the
Restricted Shares to the same extent as would have been applicable
to the Participant if the Participant was then vested in the
Restricted Shares; provided , however , that the
Participant shall not be entitled to vote the R
