Exhibit 10.3


 


PREMIER
COMMERCIAL BANCORP


 


2005
RESTRICTED STOCK AWARD PLAN


 


1.                                      Purpose


 


The purpose of the Premier Commercial Bancorp 2005 Restricted Stock
Award Plan (“Plan”) is to provide rewards for and incentives for high levels of
future performance by directors and/or senior officers who contribute to the
overall success of Premier Commercial Bancorp and its subsidiaries, through
their productive efforts, loyalty and devoted service and to attract and retain
non-employee directors by encouraging and enabling the acquisition of a
financial interest in the Premier Commercial Bancorp by such directors through
the issuance of restricted shares of Common Stock of the Premier Commercial
Bancorp, providing such directors a stake in the growth and profitability of
the Premier Commercial Bancorp, in order to enable them to represent the
viewpoint of other shareholders of the Premier Commercial Bancorp more
effectively.


 


2.                                      Administration


 


The Plan shall be administered by the Board of Directors (the “Board”).
Any action of the Board with respect to the administration of the Plan shall be
taken pursuant to a majority vote, or the unanimous written consent, of its
members. Subject to the express provisions of the Plan, the Board shall have
the authority to construe and interpret the Plan, define the terms used
therein, prescribe, amend and rescind the rules and regulations relating
to administration of the Plan, and make all other determinations necessary or
advisable for administration of the Plan.


 


All decisions, determinations, interpretations or other actions by the
Board shall be final, conclusive and binding on all persons, grantees,
subsidiary corporations of Premier Commercial Bancorp and any
successors-in-interest to such parties.


 

















 


3.                                      Participation,
Determination of Restrictions Placed on Awards, and Award Grant


 


Directors and Senior Officers of Premier Commercial Bancorp and
Directors and Senior Officers of any of Premier Commercial Bancorp’s
significant operating subsidiaries shall be eligible for selection to
participate in the Plan. Employees, who are not senior officers, of Premier
Commercial Bancorp or any its significant subsidiaries, shall not be eligible
to participate in the Plan. From the group of eligible participants, the Board
shall select the individuals that will receive the Restricted Stock Awards, the
terms and provisions of such Restricted Stock Awards and shall grant the
Restricted Stock Awards to such individuals with such terms and provisions.


 


The Board may grant a Restricted Stock
Award with a vesting period up to ten years. The terms and provisions imposed
on the Restricted Stock Award may include the achievement of
pre-established performance goals and/or continued employment or directorship
with Premier Commercial Bancorp or its significant subsidiaries through a
specified vesting period. For a Restricted Stock Award with performance goals
requirements, the total vesting period of such Restricted Stock Award shall be
not less than two years with a vesting rate of not more than 50% per year. For
a Restricted Stock Award without performance goal requirements, the vesting
period shall be not less than three years with a vesting rate of not more than
35% per year. If a grantee is not able to completely satisfy the terms and
provisions of a Restricted Stock Award, the grantee shall forfeit his or her
award of the Restricted Stock Award, except as to any separable part of
his or her Restricted Stock Award which has fully vested and the terms and
provisions of such separable part have been fully satisfied.


 


The Board shall also determine as part of
the terms and provisions of each Restricted Stock Award granted the dividend
rights to such Restricted Stock Award. The Board may provide in the
Restricted Stock Award Agreement for the immediate payment, waiver, deferral or
investment for the benefit of the grantee of dividends paid on the Restricted
Stock awarded to the grantee.


 


2

















 


All of the terms and provisions determined for each Restricted Stock
Award, including the effective date of the grant shall be memorialized in a
written Restricted Stock Award Agreement executed between Premier Commercial
Bancorp and the grantee. The grant of a Restricted Stock Award to a grantee is
contingent on that grantee (i) executing his or her Restricted Stock Award
agreement, and (ii) a blank stock power in favor of Premier Commercial
Bancorp.


 


4.                                      Stock
Subjection to the Plan


 


Subject to the adjustments provided in Section 5, the stock to be
offered under the plan shall be shares of Premier Commercial Bancorp’s
authorized but unissued common stock, and the aggregate number of all shares
granted under the Plan shall not exceed 85,000 shares. If any Restricted Stock
Award terminates for any reason prior to full vesting by the participant, the
portion which remains unvested shall again be available for purposes of this
Plan. All stock certificates issued pursuant to a Restricted Stock Award shall
remain in the possession of Premier Commercial Bancorp until the terms and
provisions of the Restricted Stock Award with respect to such stock certificate
have been fully satisfied. The grantee shall have voting rights with respect to
an outstanding Restricted Stock Award. Any shares of Premier Commercial Bancorp
common stock under a Restricted Stock Award that does not vest or is not
delivered because of the failure of the grantee to fully satisfy the terms and
provisions of the Restricted Stock Award shall be canceled and terminated.


 


5.                                      Adjustment
Upon Changes in Capitalization


 


If the outstanding shares of the stock of Premier Commercial Bancorp
are increased, decreased, changed into or exchanged for a different number or
kind of shares or securities of the Premier Commercial Bancorp through
reorganization, merger, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or otherwise, without consideration to the
Premier Commercial Bancorp, an appropriate and proportionate adjustment shall
be made in the number and kind of shares as to which Restricted Stock


 


3

















 


Awards may be granted. Any adjustment under this Section shall
be made by the Board, whose determination as to what adjustment shall be made,
and the extent thereof, shall be final and conclusive. All fractional shares of
stock resulting from an adjustment under this Section shall be rounded
down.


 


6.                                      Continuation
of Employment or Directorship


 


Nothing contained herein or any Restricted Stock Award Agreement issued
hereunder shall constitute a guarantee or promise of continued employment or
directorship or obligate Premier Commercial Bancorp or any subsidiary of
Premier Commercial Bancorp to employ a grantee or to nominate or elect a
grantee as a director for any period of time; nor shall it interfere in any way
with the right of Premier Commercial Bancorp or any subsidiary of Premier
Commercial Bancorp to reduce the grantee’s compensation, alter his or her job
description or duties or remove or not elect grantee as a director.


 


7.                                      Nontransferability
of Restricted Stock Awards


 


The Restricted Stock Award granted hereunder shall be nontransferable
and nonassignable, and the Restricted Stock Award and stock underlying such
Restricted Stock Award may not be pledged or otherwise encumbered or
disposed of except as expressly provided herein or in the Restricted Stock
Award agreement.


 


8.                                      Vesting
of Restricted Stock Awards


 


The Restricted Stock Awards shall vest as determined by the Board, and
shares payable under vested Restricted Stock Awards shall be delivered to the
grantee as soon as possible after vesting and full satisfaction of the other
terms and provisions of the grantee’s Restricted Stock Award. Grantees of
Restricted Stock Awards shall have such rights as shareholders with respect to
the undelivered shares of common stock of Premier Commercial Bancorp granted to
them under this Plan as set forth in this Plan and in their Restricted Stock
Award agreement.


 


4

















 


9.                                      Cessation
of Employment or Directorship


 


If a grantee of a Restricted Stock Award ceases to be an employee or
director of Premier Commercial Bancorp or its significant subsidiary for any
reason, other that as specified in Section 10, below, the Restricted Stock
Award shall be canceled and terminated with respect to any shares payable under
the Restricted Stock Award (i) which have not yet vested or (ii) which
the terms and provisions of the Restricted Stock Award have not been fully
satisfied as of the date of cessation of employment or directorship with
Premier Commercial Bancorp or its subsidiary.


 


10.                               Terminating
Events


 


A Terminating Event shall be defined as any one of the following
events: (i) a dissolution or liquidation of Premier Commercial Bancorp; (ii) a
reorganization, merger or consolidation of Premier Commercial Bancorp with one
or more corporations, the result of which (A) Premier Commercial Bancorp
is not the surviving corporation, or (B) Premier Commercial Bancorp
becomes a subsidiary of another corporation (which shall be deemed to have
occurred if another corporation shall own directly or indirectly, over 50% of
the aggregate voting power of all outstanding equity securities of Premier
Commercial Bancorp), however a reorganization, merger or consolidation of
Premier Commercial Bancorp shall not be deemed to have occurred if the
proportionate interest of each of the shareholders of Premier Commercial
Bancorp before and after such reorganization, merger or consolidation is
substantially the same; (iii) a sale of 50% or more of the assets of
Premier Commercial Bancorp on a consolidated basis to another corporation; or (iv) a
sale or transfer of the equity securities of Premier Commercial Bancorp
representing more than 50% of the aggregate voting power of all outstanding
equity securities of Premier Commercial Bancorp to any person or entity, or any
group of persons and/or entities acting in concert. When Premier Commercial
Bancorp believes that a Terminating Event is likely to succeed to completion (i) it
shall deliver to each grantee no less than fifteen (15) days prior to the
effective date of the Terminating Event, written notification of the
Terminating Event, and (ii) all Restricted Stock Awards granted pursuant
to the Plan which are


 


5

















 


outstanding and were in existence at least six months prior to the
effective date of the Termination Event, shall completely vest at a date that
is five (5) business days prior to the effective date of such Terminating
Event. All Restricted Stock Awards shall terminate at the effective date of the
Terminating Event including Restricted Stock Awards which have been outstanding
for less than six months from the time of its grant to the expected effective
date of the Termination Event.


 


11.                               Tax
Effects and Withholding


 


It is intended that the Restricted Stock Awards granted pursuant to
this Plan be governed by Section 83 of the Internal Revenue Code in
connection with the transfer of property to an employee as compensation for the
employee’s services. Premier Commercial Bancorp or its significant subsidiary
shall make the necessary employer’s withholdings from transfers or payments
made to the grantee of a Restricted Stock Award under this Plan for all
federal, state, local, city or other taxes as shall be required pursuant to any
applicable statute, regulation or rule.


 


12.                               Amendment
and Termination


 


This Plan may be amended or terminated in whole or in part by
the Board of Premier Commercial Bancorp in its sole discretion, but no such
action shall adversely affect or alter any right or obligation existing prior
to such amendment or termination.


 


13.                               Effective
Date of the Plan


 


The Plan shall be deemed adopted as of July 20, 2005, and shall be
effective immediately.


 


6

















 


14.                               Termination


 


Unless previously terminated by the Board, the Plan shall terminate at
the close of business on July 20, 2015. No Restricted Stock Award shall be
granted under this Plan thereafter. Such termination shall not affect any
Restricted Stock Award granted prior to termination.


 


15.                               Restricted
Stock Award Agreement


 


Each Restricted Stock Award shall be evidenced by a written Restricted
Stock Award Agreement executed by Premier Commercial Bancorp and the grantee. The
Restricted Stock Award Agreement shall contain each of the provisions and
agreements which are required under this Plan to be contained therein, and such
other terms and conditions as are deemed desirable and are not inconsistent
with this Plan. The Restricted Stock Award Agreement shall also provide that
Premier Commercial Bancorp or its successor be notified of any election by the
grantee’s, within five days thereof, under Section 83(b) of the
Internal Revenue Code, to include the Restricted Stock Award in the grantee’s
gross income.


 


16.                               Exculpation
and Indemnification


 


To the extent permitted by applicable law in effect from time to time,
no member of the Board  shall be liable
for any act or omission of any other member of the Board nor for any act or
omission on the member’s own part in connection with the administration of
this Plan and related acts, except for the member’s own willful misconduct or
gross negligence. Premier Commercial Bancorp and its subsidiary corporations
shall pay expenses incurred by, and satisfy a judgment or fine rendered or
levied against, a present or former member of the Board in any action brought
by a third party against such person (whether or not Premier Commercial Bancorp
or its subsidiary is joined as a party defendant) to impose a liability or
penalty on such person while a member of the Board arising with respect to the
Plan or administration thereof or out of membership on the Board, or all or any
combination of the preceding; provided, the Board determines in good faith that
such member of the Board was acting in good faith, within what such member


 


7

















 


of the Board reasonably believed to be the scope of his or her
employment or authority, and for a purpose which he or she reasonably believed
to be in the best interests of Premier Commercial Bancorp or its shareholders. Payments
authorized hereunder include amounts paid and expenses incurred in settling any
such action or threatened action. The provisions of this Section shall
apply to the estate, executor, administrator, heirs, legatees or devisees of a
member of the Board, and the term “person” as used in this Section shall
include the estate, executor, administrator, heirs, legatees or devisees of
such person.


 


17.                               Agreement
and Representations of Grantee


 


Premier Commercial Bancorp, at its sole discretion, may take all
reasonable steps to assure itself against any sale or distribution by the
grantee which does not comply with this Plan and/or federal or state securities
laws, including the affixing of the following legend on any certificate
representing the shares:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO
THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE,
WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR PREMIER COMMERCIAL BANCORP,
THAT REGISTRATION IS NOT REQUIRED.


 


In the event that the grantee at any time contemplates the disposition
of the stock (whether by sale, exchange, give or other form of transfer),
he will first notify Premier Commercial Bancorp of such proposed disposition
and will thereafter cooperate with Premier Commercial Bancorp in complying with
all applicable requirements of law which, in the opinion of Premier Commercial
Bancorp, must be satisfied prior to the making of such disposition. Before
consummating such disposition, grantee agrees to provide to Premier Commercial
Bancorp an opinion of grantee’s counsel, both of which such opinion and such
counsel shall be satisfactory to Premier Commercial Bancorp, that such
disposition will not result in a violation of any state or federal securities
laws or regulations. Premier Commercial Bancorp agrees to remove any legend
affixed to the certificates representing the shares, pursuant to this Section,
when all of the restrictions on the transfer of the shares, whether imposed by
this Plan or federal or state law, have terminated.


 


8

















 


SECRETARY’S CERTIFICATE OF ADOPTION


 


I, the undersigned, do hereby certify:


 


1.                                       That I am the
duly elected and acting Secretary of Premier Commercial Bancorp; and


 


2.                                       That the
foregoing 2005 Restricted Stock Award Plan was duly adopted by the Board of
Directors at a meeting duly called as required by law and convened on the 20th
day of July, 2005.


 


IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the
seal of Premier Commercial Bancorp this 20th day of July, 2005.


 


 


	
   

  	
   

  	
  /s/ Viktor R. Uehlinger

  	
   

  
	
   

  	
   

  	
  Viktor Uehlinger, Secretary

  
	
   

  	
   

  	
   

  



(Seal)


 


9

















 


PREMIER COMMERCIAL BANCORP


 


RESTRICTED STOCK AWARD AGREEMENT


 


(EXECUTIVE
OFFICERS)


 


THIS RESTRICTED STOCK AWARD AGREEMENT is entered into this     
day of August 2005, by and between Premier Commercial Bancorp (“Company”)
and                                             
(“Grantee”);


 


WHEREAS, pursuant to the 2005 Premier Commercial Bancorp Restricted
Stock Award Plan (the “Plan”), the Board of Directors of the Company has
authorized the grant to Grantee a Restricted Stock Award for               
shares of the Company’s common stock subject to the full satisfaction of the
vesting requirements and other terms and provisions of his or her Restricted
Stock Award;


 


NOW, THEREFORE, it is hereby agreed:


 


1.                                      Restricted
Stock Award


 


Pursuant to action duly taken by the Board of Directors and pursuant to
exemptions under federal and California securities laws, the Company grants to
Grantee a Restricted Stock Award (“Award”), upon and subject to the terms and
conditions of the Plan, which are incorporated in full herein by this
reference, consisting of                      
shares of the Company’s common stock on the condition that the Grantee remains
in the employ of the Company or its subsidiary corporation for two (2) years
and satisfies the additional terms and provisions set forth in Section 3
herein.


 


2.                                      Vesting


 


The Award shall vest totally after two (2) years from the date of
the grant, provided that the terms and provisions set forth in Section 3
are also satisfied. In addition                     
shares shall vest on the first anniversary of the grant date and                     
shares shall vest on the second anniversary of the grant date, provided that
all of the terms and provisions set forth in Section 3 herein have been
fully satisfied  with respect to each
partial Award at the respective


 


1

















 


vesting dates. In the event that the terms and provisions set forth in Section 3
herein have not been fully satisfied with respect to each partial Award at the
respective vesting date, then the partial Award shall be extended for another
year. However, no partial Award shall vest after the fifth anniversary of the
grant date. No part of the Award shall vest earlier than as
aforementioned, except as provided in Section 10 of the Plan. The Award
shall be nontransferable. Grantee shall have no rights as a shareholder with
respect to the Company’s stock represented by the any part of the Award
until its complete vesting, full satisfaction of the terms and provisions set
forth in Section 3 herein and the delivery of the stock certificates to
the Grantee, except for cash dividends which shall be deferred until delivery
of the stock certificates. If Grantee ceases to be employed by the Company or
its subsidiary for any reason, other that as specified in Section 10 of the
Plan the Award shall be canceled and terminated with respect to any shares
which have not yet vested or have not yet satisfied the terms and provisions
set forth in Section 3 herein as of the date of cessation of employment
with the Company or its subsidiary.


 


3.                                      Other
Terms and Provisions of the Restricted Stock Award


 


No portion of the Award shall vest unless the following terms and
conditions have also been fully satisfied. Company, on a consolidated basis,
shall have achieved profitable operations for the year immediately prior to the
vesting anniversary with the core pretax income of the Company, on a
consolidated basis, being at least eighty percent (80%) of the core pretax
income approved in such year’s budget by the Board of Directors. Furthermore,
the budgeted core pretax income shall not be less than the core pretax income
realized by Company, on a consolidated basis for the previous year. Core pretax
income shall be defined for this Section 3 as the pretax income for
Company, on a consolidated basis, adjusted for any nonrecurring income or
expense. The vesting of a partial Award shall also be conditioned upon Company,
on a consolidated basis, achieving both the Return on Average Assets and Return
on Average Equity guidelines contained in Grantee’s existing employment
agreement with Company. The Board of Directors shall have the absolute right to
waive the aforementioned conditions for vesting of a partial Award. However, no
partial Award shall vest if during the year up to the vesting date if either
Company or it’s banking subsidiary shall have been deemed less than
satisfactory by the federal banking regulatory agencies in any report of
examination or Company or it’s banking subsidiary are operating under any
formal or informal enforcement


 


2

















 


action required by a federal banking regulator.


 


4.                                      Compliance
with Federal and State Law


 


The Company, at its sole discretion, may take all reasonable steps
to assure itself against any sale or distribution by Grantee which does not
comply with the Plan and/or federal or state securities laws, including the
affixing of the following legend on any certificate representing the shares:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO
THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE,
WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR HEMET BANCORP, THAT
REGISTRATION IS NOT REQUIRED.


 


In the event that Grantee at any time contemplates the disposition of
the stock (whether by sale, exchange, give or other form of transfer), he
will first notify the Company of such proposed disposition and will thereafter
cooperate with the Company in complying with all applicable requirements of law
which, in the opinion of the Company, must be satisfied prior to the making of
such disposition. Before consummating such disposition, grantee agrees to
provide to the Company an opinion of grantee’s counsel, both of which such
opinion and such counsel shall be satisfactory to the Company, that such
disposition will not result in a violation of any state or federal securities
laws or regulations. The Company agrees to remove any legend affixed to the
certificates representing the shares, pursuant to this Section, when all of the
restrictions on the transfer of the shares, whether imposed by the Plan or
federal or state law, have terminated.


 


5.                                      Notification
of Sale or Transfer of Stock


 


Grantee agrees that he, or any person acquiring shares covered by this
Agreement, will notify the Bank, in writing, of any proposed sale or other
disposition of shares covered by this Agreement, not fewer than five (5) days
prior to any sale or other disposition of those shares.


 


3

















 


6.                                      Employment


 


This Agreement shall not obligate the Company or its subsidiary to
employ Grantee for any period, nor shall it interfere in any way with the right
of the Company or its subsidiary to terminate Grantee or reduce Grantee’s
compensation.


 


7.                                      Taxes


 


Grantee understands that the Company makes no representation as to the
tax effect of the Award Bonus, except that it is intended to qualify as Section 83
property under the Internal Revenue Code. Grantee agrees to seek the advice of
counsel or a qualified tax accountant as to the tax effect of the Award. Further,
Grantee agrees to notify the Company if he or she elects, within 30 days of the
granting, under Section 83(b) of the Internal Revenue Code to include
the conditioned stock bonus in the Grantee’s gross income.


 


8.                                      Notices


 


Any notice to the Company provided for in this Agreement shall be
addressed to the Company, in care of its President, at its main office; and any
notice to Grantee shall be addressed to the address of Grantee on file with the
Company or its subsidiary; or to such other address as either may designate
to the other in writing. Any notice shall be deemed to be duly given if
delivered personally, mailed by registered or certified mail (return receipt
requested), sent by confirmed overnight courier or telecopied (with electronic
confirmation and verbal confirmation for the person to whom such telecopy is
addressed), on the date such notice is so delivered, mailed or sent, as the
case may be.


 


9.                                      Amendments,
Supplement and Waiver


 


This Agreement may be amended or supplemented, and compliance with
the provisions hereof may be waived only by an instrument in writing
signed by the party against which enforcement of such amendment, supplement or
waiver of compliance is sought.


 


4

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


 


	
   

  	
  PREMIER COMMERCIAL BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name and Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
								



 


5

















 


IRREVOCABLE STOCK POWER


 


For
valued received, the undersigned hereby sells, assigns and transfers unto Premier
Commercial Bancorp, 2400 East Katella Avenue, Suite 125, Anaheim,
California 92806
                                                                                                shares
of the capital stock represented by the attached Premier Commercial Bancorp
common stock certificate, and does hereby irrevocably constitute and appoint                                                             Attorney
to transfer the said stock on the books of Premier Commercial Bancorp with full
power of substitution in the premises.


 


 


	
  Dated

  	
   

  	
   

  



 


 


Notice:              The
signature to this assignment must correspond with the name as written upon the
face of the Certificate in every particular, without alteration or enlargement
or any change whatever.


 


	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
			



 

















 


PREMIER COMMERCIAL BANCORP


 


RESTRICTED STOCK AWARD AGREEMENT


 


(SENIOR
OFFICERS)


 


THIS RESTRICTED STOCK AWARD AGREEMENT is entered into this     
day of August 2005, by and between Premier Commercial Bancorp (“Company”)
and                                                
(“Grantee”);


 


WHEREAS, pursuant to the 2005 Premier Commercial Bancorp Restricted
Stock Award Plan (the “Plan”), the Board of Directors of the Company has authorized
the grant to Grantee a Restricted Stock Award for                    
shares of the Company’s common stock subject to the full satisfaction of the
vesting requirements and other terms and provisions of his or her Restricted
Stock Award;


 


NOW, THEREFORE, it is hereby agreed:


 


1.                                      Restricted
Stock Award


 


Pursuant to action duly taken by the Board of Directors and pursuant to
exemptions under federal and California securities laws, the Company grants to
Grantee a Restricted Stock Award (“Award”), upon and subject to the terms and
conditions of the Plan, which are incorporated in full herein by this
reference, consisting of                    
shares of the Company’s common stock on the condition that the Grantee remains
in the employ of the Company or its subsidiary corporation for two (2) years
and satisfies the additional terms and provisions set forth in Section 3
herein.


 


2.                                      Vesting


 


The Award shall vest totally after two (2) years from the date of
the grant, provided that the terms and provisions set forth in Section 3
are also satisfied. In addition                    
shares shall vest on the first anniversary of the grant date and                    
shares shall vest on the second anniversary of the grant date, provided that
all of the terms and provisions set forth in Section 3 herein have been
fully satisfied  with respect to each
partial Award at the respective vesting dates. In the event that the terms and
provisions set forth in Section 3 herein have not been fully satisfied
with respect to each partial Award at the respective


 


1

















 


vesting date, then the partial Award shall be extended for another
year. However, no partial Award shall vest after the fifth anniversary of the
grant date. No part of the Award shall vest earlier than as
aforementioned, except as provided in Section 10 of the Plan. The Award
shall be nontransferable. Grantee shall have no rights as a shareholder with
respect to the Company’s stock represented by the any part of the Award
until its complete vesting, full satisfaction of the terms and provisions set
forth in Section 3 herein and the delivery of the stock certificates to
the Grantee, except for cash dividends which shall be deferred until delivery
of the stock certificates. If Grantee ceases to be employed by the Company or
its subsidiary for any reason, other that as specified in Section 10 of
the Plan the Award shall be canceled and terminated with respect to any shares
which have not yet vested or have not yet satisfied the terms and provisions
set forth in Section 3 herein as of the date of cessation of employment
with the Company or its subsidiary.


 


3.                                      Other
Terms and Provisions of the Restricted Stock Award


 


No portion of the Award shall vest unless the following terms and
conditions have also been fully satisfied. Company, on a consolidated basis,
shall have achieved profitable operations for the year immediately prior to the
vesting anniversary with the core pretax income of the Company, on a
consolidated basis, being at least eighty percent (80%) of the core pretax
income approved in such year’s budget by the Board of Directors. Furthermore,
the budgeted core pretax income shall not be less than the core pretax income
realized by Company, on a consolidated basis for the previous year. Core pretax
income shall be defined for this Section 3 as the pretax income for
Company, on a consolidated basis, adjusted for any nonrecurring income or
expense. The vesting of a partial Award shall also be conditioned upon Bank
receiving nothing less than a satisfactory rating for asset quality from either
the federal banking regulator or external credit review for the twelve months
immediately proceeding the vesting date. (or
– “Bank receiving nothing less than a satisfactory rating for Bank Secrecy Act
and overall compliance from either the federal banking regulator or external
auditor for the twelve months immediately proceeding the vesting date.)
The Board of Directors shall have the absolute right to waive the
aforementioned conditions for vesting of a partial Award. However, no partial
Award shall vest if during the year up to the


 


2

















 


vesting date if either Company or it’s banking subsidiary shall have
been deemed less than satisfactory by the federal banking regulatory agencies
in any report of examination or Company or it’s banking subsidiary are
operating under any formal or informal enforcement action required by a federal
banking regulator.


 


4.                                      Compliance
with Federal and State Law


 


The Company, at its sole discretion, may take all reasonable steps
to assure itself against any sale or distribution by Grantee which does not
comply with the Plan and/or federal or state securities laws, including the
affixing of the following legend on any certificate representing the shares:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO
THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE,
WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR HEMET BANCORP, THAT
REGISTRATION IS NOT REQUIRED.


 


In the event that Grantee at any time contemplates the disposition of
the stock (whether by sale, exchange, give or other form of transfer), he
will first notify the Company of such proposed disposition and will thereafter
cooperate with the Company in complying with all applicable requirements of law
which, in the opinion of the Company, must be satisfied prior to the making of
such disposition. Before consummating such disposition, grantee agrees to
provide to the Company an opinion of grantee’s counsel, both of which such
opinion and such counsel shall be satisfactory to the Company, that such
disposition will not result in a violation of any state or federal securities
laws or regulations. The Company agrees to remove any legend affixed to the
certificates representing the shares, pursuant to this Section, when all of the
restrictions on the transfer of the shares, whether imposed by the Plan or
federal or state law, have terminated.


 


5.                                      Notification
of Sale or Transfer of Stock


 


Grantee agrees that he, or any person acquiring shares covered by this
Agreement, will notify the Bank, in writing, of any proposed sale or other
disposition of shares covered by this Agreement, not fewer


 


3

















 


than five (5) days prior to any sale or other disposition of those
shares.


 


6.                                      Employment


 


This Agreement shall not obligate the Company or its subsidiary to
employ Grantee for any period, nor shall it interfere in any way with the right
of the Company or its subsidiary to terminate Grantee or reduce Grantee’s
compensation.


 


7.                                      Taxes


 


Grantee understands that the Company makes no representation as to the
tax effect of the Award Bonus, except that it is intended to qualify as Section 83
property under the Internal Revenue Code. Grantee agrees to seek the advice of
counsel or a qualified tax accountant as to the tax effect of the Award. Further,
Grantee agrees to notify the Company if he or she elects, within 30 days of the
granting, under Section 83(b) of the Internal Revenue Code to include
the conditioned stock bonus in the Grantee’s gross income.


 


8.                                      Notices


 


Any notice to the Company provided for in this Agreement shall be
addressed to the Company, in care of its President, at its main office; and any
notice to Grantee shall be addressed to the address of Grantee on file with the
Company or its subsidiary; or to such other address as either may designate
to the other in writing. Any notice shall be deemed to be duly given if
delivered personally, mailed by registered or certified mail (return receipt
requested), sent by confirmed overnight courier or telecopied (with electronic
confirmation and verbal confirmation for the person to whom such telecopy is
addressed), on the date such notice is so delivered, mailed or sent, as the
case may be.


 


9.                                      Amendments,
Supplement and Waiver


 


This Agreement may be amended or supplemented, and compliance with
the provisions hereof may be waived only by an instrument in writing
signed by the party against which enforcement of such amendment, supplement or
waiver of compliance is sought.


 


4

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


 


	
   

  	
  PREMIER COMMERCIAL BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name and Title

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
								



 


5

















 


IRREVOCABLE STOCK POWER


 


For
valued received, the undersigned hereby sells, assigns and transfers unto


 


Premier
Commercial Bancorp, 2400 East Katella Avenue, Suite 125, Anaheim,
California 92806


 


                                                                                                                                                                                 shares
of the capital stock represented by the attached Premier Commercial Bancorp
common stock certificate, and does hereby irrevocably constitute and appoint
Kenneth Cosgrove, Attorney to transfer the said stock on the books of Premier
Commercial Bancorp with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


Notice:               The
signature to this assignment must correspond with the name as written upon the
face of the Certificate in every particular, without alteration or enlargement
or any change whatever.


 


	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  
			



 

















 


PREMIER COMMERCIAL BANCORP


 


RESTRICTED STOCK AWARD AGREEMENT


 


(DIRECTORS)


 


THIS RESTRICTED STOCK AWARD AGREEMENT is entered into this     
day of August 2005, by and between Premier Commercial Bancorp (“Company”)
and                                                          
(“Grantee”);


 


WHEREAS, pursuant to the 2005 Premier Commercial Bancorp Restricted
Stock Award Plan (the “Plan”), the Board of Directors of the Company has
authorized the grant to Grantee a Restricted Stock Award for                 
shares of the Company’s common stock subject to the full satisfaction of the
vesting requirements and other terms and provisions of his or her Restricted
Stock Award.;


 


NOW, THEREFORE, it is hereby agreed:


 


1.                                      Restricted
Stock Award


 


Pursuant to action duly taken by the Board of Directors and pursuant to
exemptions under federal and California securities laws, the Company grants to
Grantee a Restricted Stock Award (“Award”), upon and subject to the terms and
conditions of the Plan, which are incorporated in full herein by this
reference, consisting of                            
shares of the Company’s common stock on the condition that the Grantee remains
a director of the Company or its subsidiary corporation for two (2) years
and satisfies the additional terms and provisions set forth in Section 3
herein.


 


2.                                      Vesting


 


The Award shall vest totally after two (2) years from the date of
the grant, provided that the terms and provisions set forth in Section 3
are also satisfied. In addition                       
shares shall vest on the first anniversary of the grant date and                  
shares shall vest on the second anniversary of the grant date, provided that
all of the terms and provisions set forth in Section 3 herein have been
fully satisfied with respect to each partial Award at the respective vesting
dates. In the event that the terms and provisions set 


 


1

















 


forth in Section 3 herein have not been fully satisfied with
respect to each partial Award at the respective vesting date, then the partial
Award shall be extended for another year. However, no partial Award shall vest
after the fifth anniversary of the grant date. No part of the Award shall
vest earlier than as aforementioned, except as provided in Section 10 of
the Plan. The Award shall be nontransferable. Grantee shall have no rights as a
shareholder with respect to the Company’s stock represented by the any part of
the Award until its complete vesting, full satisfaction of the terms and
provisions set forth in Section 3 herein and the delivery of the stock
certificates to the Grantee, except for cash dividends which shall be deferred
until delivery of the stock certificates. If Grantee ceases to be a director of
the Company or its subsidiary for any reason, other that as specified in Section 10
of the Plan the Award shall be canceled and terminated with respect to any
shares which have not yet vested or have not yet satisfied the terms and
provisions set forth in Section 3 herein as of the date of cessation of employment
with the Company or its subsidiary.


 


3.                                      Other
Terms and Provisions of the Restricted Stock Award


 


No portion of the Award shall vest unless the following terms and
conditions have also been fully satisfied. Company, on a consolidated basis,
shall have achieved profitable operations for the year immediately prior to the
vesting anniversary with the core pretax income of the Company, on a
consolidated basis, being at least eighty percent (80%) of the core pretax
income approved in such year’s budget by the Board of Directors. Furthermore,
the budgeted core pretax income shall not be less than the core pretax income
realized by Company, on a consolidated basis for the previous year. Core pretax
income shall be defined for this Section 3 as the pretax income for
Company, on a consolidated basis, adjusted for any nonrecurring income or
expense. In addition to the aforementioned condition, no partial Award shall
vest if during the year up to the vesting date if either Company or it’s
banking subsidiary shall have been deemed less than satisfactory by the federal
banking regulatory agencies in any report of examination or Company or it’s
banking subsidiary are operating under any formal or informal enforcement
action required by a federal banking regulator.


 


2

















 


4.                                      Compliance
with Federal and State Law


 


The Company, at its sole discretion, may take all reasonable steps
to assure itself against any sale or distribution by Grantee, which does not
comply with the Plan and/or federal or state securities laws, including the
affixing of the following legend on any certificate representing the shares:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO
THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE,
WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR HEMET BANCORP, THAT
REGISTRATION IS NOT REQUIRED.


 


In the event that Grantee at any time contemplates the disposition of
the stock (whether by sale, exchange, give or other form of transfer), he
will first notify the Company of such proposed disposition and will thereafter
cooperate with the Company in complying with all applicable requirements of law
which, in the opinion of the Company, must be satisfied prior to the making of
such disposition. Before consummating such disposition, grantee agrees to
provide to the Company an opinion of grantee’s counsel, both of which such
opinion and such counsel shall be satisfactory to the Company, that such
disposition will not result in a violation of any state or federal securities
laws or regulations. The Company agrees to remove any legend affixed to the
certificates representing the shares, pursuant to this Section, when all of the
restrictions on the transfer of the shares, whether imposed by the Plan or
federal or state law, have terminated.


 


5.                                      Notification
of Sale or Transfer of Stock


 


Grantee agrees that he, or any person acquiring shares covered by this
Agreement, will notify the Bank, in writing, of any proposed sale or other
disposition of shares covered by this Agreement, not fewer than five (5) days
prior to any sale or other disposition of those shares.


 


3

















 


6.                                      Directorship


 


This Agreement shall not obligate the Company or its subsidiary to
retain, nominate or elect Grantee as a director for any period, nor shall it
interfere in any way with the right of the Company or its subsidiary to remove
Grantee from the Board of Directors or reduce Grantee’s compensation as a
director.


 


7.                                      Taxes


 


Grantee understands that the Company makes no representation as to the
tax effect of the Award Bonus, except that it is intended to qualify as Section 83
property under the Internal Revenue Code. Grantee agrees to seek the advice of
counsel or a qualified tax accountant as to the tax effect of the Award. Further,
Grantee agrees to notify the Company if he or she elects, within 30 days of the
granting, under Section 83(b) of the Internal Revenue Code to include
the conditioned stock bonus in the Grantee’s gross income.


 


8.                                      Notices


 


Any notice to the Company provided for in this Agreement shall be
addressed to the Company, in care of its President, at its main office; and any
notice to Grantee shall be addressed to the address of Grantee on file with the
Company or its subsidiary; or to such other address as either may designate
to the other in writing. Any notice shall be deemed to be duly given if
delivered personally, mailed by registered or certified mail (return receipt
requested), sent by confirmed overnight courier or telecopied (with electronic
confirmation and verbal confirmation for the person to whom such telecopy is
addressed), on the date such notice is so delivered, mailed or sent, as the
case may be.


 


9.                                      Amendments,
Supplement and Waiver


 


This Agreement may be amended or supplemented, and compliance with
the provisions hereof may be waived only by an instrument in writing
signed by the party against which enforcement of such amendment, supplement or
waiver of compliance is sought.


 


4

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


 


	
   

  	
  PREMIER COMMERCIAL BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Name and Title:

  	
  Kenneth Cosgrove, Chairman

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name

  	
   

  	
   

  
								



 


5

















 


IRREVOCABLE STOCK POWER


 


For
valued received, the undersigned hereby sells, assigns and transfers unto


 


Premier
Commercial Bancorp, 2400 East Katella Avenue, Suite 125, Anaheim,
California 92806


 


                                                                                                                                                            Shares
of the capital stock represented by the attached Premier Commercial Bancorp
common stock certificate, and does hereby irrevocably constitute and appoint
Kenneth Cosgrove Attorney to transfer the said stock on the books of Premier
Commercial Bancorp with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  



 


Notice:                                                                            The signature to this assignment must
correspond with the name as written upon the face of the Certificate in every
particular, without alteration or enlargement or any change whatever.


 


Signature


 


	
  By

  	
   

  	
   

  



 


6