Exhibit 10.1


 


PACWEST
BANCORP 2003 STOCK INCENTIVE PLAN


 


as amended
and restated, March 25, 2009


 


1.               Purpose of the Plan.    The purpose of this
PacWest Bancorp 2003 Stock Incentive Plan is to offer certain Employees,
Non-Employee Directors, and Consultants the opportunity to acquire a
proprietary interest in the Company. Through the Plan, the Company and its
subsidiaries seek to attract, motivate, and retain highly competent persons.
The success of the Company and its affiliates are dependent upon the efforts of
these persons. The Plan provides for the grant of options, restricted stock
awards, performance stock awards, and stock appreciation rights. An option
granted under the Plan may be a Non-Statutory Stock Option or an Incentive
Stock Option, as determined by the Administrator.


 


2.               Definitions.    As used herein, the
following definitions shall apply.


 


“2003 Plan” shall mean PacWest Bancorp 2003 Stock Incentive Plan,
originally adopted as of April 18, 2003, and as amended and restated
hereby.


 


“Act” shall mean the Securities Act of 1933, as amended.


 


“Administrator” shall mean the Board or any one of the Committees.


 


“Affiliate” shall mean any parent or subsidiary (as defined in Sections
424(e) and (f) of the Code) of the Company.


 


“APB 25” shall mean Opinion 25 of the Accounting Principles Board, as
amended, and any successor thereof.


 


“Award” shall mean an Option, Stock Award, or a SAR.


 


“Board” shall mean the Board of Directors of the Company.


 


“Cause” shall have the meaning given to it under the Participant’s
employment agreement with the Company or Affiliate, or a policy of the Company
or an Affiliate. If the Participant does not have an employment agreement or
the employment agreement does not define this term, or the Company or an
Affiliate does not have a policy that defines this term, then Cause shall
include malfeasance or gross misfeasance in the performance of duties or
conviction of illegal activity in connection therewith or any conduct
detrimental to the interests of the Company or an Affiliate which results in
termination of the Participant’s service with the Company or an Affiliate, as
determined by the Administrator.


 


“Change in Control” shall mean:


 


(i)                       the consummation of a plan of dissolution or
liquidation of the Company;


 

















 


(ii)                    the individuals who, as of the effective date
hereof, are members of the Board (“Incumbent Board”), cease for any reason to
constitute at least two-thirds of the members of the Board; provided, however,
that if the election, or nomination for election by the Company’s stockholders,
of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided, further, however, that
no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened “election contest” or other actual or threatened solicitation of
proxies or consents by or on behalf of an individual, entity or group (within
the meaning of Section 13(d) or 14(d) of the Exchange Act)(a “Person”)
other than the Board (a “Proxy Contest”) including by reason of any agreement
intended to avoid or settle any election contest or Proxy Contest;


 


(iii)       the consummation of a plan of reorganization,
merger or consolidation involving the Company, except for a reorganization,
merger or consolidation where (A) the stockholders of the Company
immediately prior to such reorganization, merger or consolidation own directly
or indirectly at least 70% of the combined voting power of the outstanding
voting securities of the company resulting from such reorganization, merger or
consolidation (the “Surviving Company”) in substantially the same proportion as
their ownership of voting securities of the Company immediately prior to such
reorganization, merger or consolidation, and (B) the individuals who were
members of the Incumbent Board immediately prior to the execution of the
agreement providing for such reorganization, merger or consolidation constitute
at least two-thirds of the members of the board of directors of the Surviving
Company, or of a company beneficially owning, directly or indirectly, a
majority of the voting securities of the Surviving Company;


 


(iv)                the sale of all or substantially all the
assets of the Company to another person; or


 


(v)                   the acquisition by another Person of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of stock representing more than fifty percent (50%) of the
voting power of the Company then outstanding by another Person.


 


“Code” shall mean the Internal Revenue Code of 1986, as amended.


 


“Committee” shall mean a committee appointed by the Board in accordance
with Section 3 below.


 


“Common Stock” shall mean the common stock of the Company, no par
value.


 


“Company” shall mean PacWest Bancorp, a Delaware corporation.


 


“Consultant” shall mean any natural person who performs bona fide
services for the Company or an Affiliate as a consultant or advisor, excluding
Employees and Non-Employee Directors.


 


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“Date of Grant” shall mean the effective date as of which the
Administrator grants an Option to an Optionee, a Stock Award to a Grantee, or a
SAR to an Optionee.


 


“Disability” shall mean total and permanent disability as defined in Section 22(e)(3) of
the Code.


 


“Employee” shall mean any individual who is a common-law employee of
the Company or an Affiliate.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended.


 


“Exercise Price,” in the case of an Option, shall mean the exercise
price of a share of Optioned Stock. “Exercise Price,” in the case of a SAR,
shall be determined by the Administrator but shall not be less than 100% of the
Fair Market Value of a Share on the Date of Grant of such SAR.


 


“Fair Market Value” shall mean, as of any date, the value of Common
Stock determined as follows:


 


(i)                       If the Common Stock is listed on any
established stock exchange or a national market system, including without
limitation, the Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable;


 


(ii)                    If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for
the Common Stock quoted by such recognized securities dealer on the last market
trading day prior to the day of determination; or


 


(iii)                 In the absence of an established market for
the Common Stock, its Fair Market Value shall be determined, in good faith, by
the Administrator.


 


“FASB”
shall mean the Financial Accounting Standards Board.


 


“Granted Stock” shall mean the shares of Common Stock that were granted
pursuant to a Stock Award.


 


“Grantee” shall mean any person who is granted a Stock Award.


 


“Incentive Stock Option” shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.


 


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“Mature Shares” shall mean Shares that had been held by the Participant
for a meaningful period of time such as six months or such other period of time
that is consistent with FASB’s interpretation of APB 25.


 


“Non-Employee Director” shall mean a non-employee member of the Board.


 


“Non-Statutory Stock Option” shall mean an Option not intended to
qualify as an Incentive Stock Option.


 


“Notice of Stock Appreciation Rights Grant” shall mean the notice
delivered by the Company to the Optionee evidencing the grant of an SAR.


 


“Notice of Stock Option Grant” shall mean the notice delivered by the
Company to the Optionee evidencing the grant of an Option.


 


“Option” shall mean a stock option granted pursuant to the Plan.


 


“Option Agreement” shall mean a written agreement that evidences an
Option in such form as the Administrator shall approve from time to time.


 


“Optioned Stock” shall mean the Common Stock subject to an Option.


 


“Optionee” shall mean any person who receives an Option or a SAR.


 


“Participant” shall mean an Optionee or a Grantee.


 


“Performance Stock Award” shall mean an Award granted pursuant to Section 9
of the Plan.


 


“Plan” shall mean this PacWest Bancorp 2003 Stock Incentive Plan, as
amended and restated to date.


 


“Qualified Note” shall mean a recourse note, with a market rate of
interest, that may, at the discretion of the Administrator, be secured by the
Optioned Stock or otherwise.


 


“Restricted Stock Award” shall mean an Award granted pursuant to Section 8
of the Plan.


 


“Risk of Forfeiture” shall mean the Grantee’s risk that the Granted
Stock may be forfeited and returned to the Company in accordance with Section 8
or 9 of the Plan.


 


“Rule 16b-3” shall mean Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3.


 


“SAR” or “Stock Appreciation Right” shall mean a stock appreciation
right granted pursuant to the Plan.


 


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“SAR Agreement” shall mean a written agreement that evidences a SAR in
such form as the Administrator shall approve from time to time.


 


“Service” shall mean the performance of services for the Company (or
any Affiliate) by an Employee, Non-Employee Director, or Consultant, as
determined by the Administrator in its sole discretion. Service shall not be
considered interrupted in the case of: (i) a change of status (i.e., from Employee to Consultant,
Non-Employee Director to Consultant, or any other combination); (ii) transfers
between locations of the Company or between the Company and any Affiliate; or (iii) a
leave of absence approved by the Company or an Affiliate. A leave of absence
approved by the Company or an Affiliate shall include sick leave, military
leave, or any other personal leave approved by an authorized representative of
the Company or an Affiliate.


 


“Service Provider” shall mean an Employee, Non-Employee Director, or
Consultant.


 


“Share” shall mean a share of Common Stock.


 


“Stock Award” shall mean a Restricted Stock Award or a Performance
Stock Award.


 


“Stock Award Agreement” shall mean a written agreement that evidences a
Restricted Stock Award or Performance Stock Award in such form as the
Administrator shall approve from time to time.


 


“Tax” or “Taxes” shall mean the federal, state, and local income,
employment and excise tax liabilities incurred by the Participant in connection
with his/her Awards.


 


“10% Stockholder” shall mean the owner of stock (as determined under Section 424(d) of
the Code) possessing more than 10% of the total combined voting power of all
classes of stock of the Company (or any Affiliate).


 


“Termination Date” shall mean the date on which a Participant’s Service
terminates, as determined by the Administrator in its sole discretion.


 


“Vesting Event” shall mean the earlier of: (i) the occurrence of a
Change in Control; (ii) the termination of a Participant’s Service (other
than for Cause) following the approval by the stockholders of the Company of
any matter, plan or transaction which would constitute a Change in Control; (iii) the
death of the Participant, for all Stock Awards granted with an effective date
of November 2, 2005 and afterward.


 


3.               Administration of the Plan.


 


(a)          Except as otherwise provided for below, the
Plan shall be administered by (i) the Board or (ii) a Committee,
which Committee shall be constituted to satisfy applicable laws.


 


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(i)                       Section 162(m).    To the extent that
the Administrator determines that it is desirable to qualify Awards as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the
Plan shall be administered by a Committee comprised solely of two or more “outside
directors” within the meaning of Section 162(m) of the Code.


 


(ii)                    Rule 16b-3.    To the extent desirable
to qualify transactions hereunder as exempt under Rule 16b-3, the
transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.


 


(b)         Powers of the
Administrator.    Subject
to the provisions of the Plan and in the case of specific duties delegated by
the Administrator, and subject to the approval of relevant authorities,
including the approval, if required, of any stock exchange or national market
system upon which the Common Stock is then listed, the Administrator shall have
the authority, in its sole discretion:


 


(i)                       to determine the Fair Market Value of the
Common Stock;


 


(ii)                    to select the Service Providers to whom
Awards may, from time to time, be granted under the Plan;


 


(iii)                 to determine whether and to what extent
Awards are granted under the Plan;


 


(iv)                to determine the number of Shares that
pertain to each Award;


 


(v)                   to
approve the terms of the Option Agreements, Stock Award Agreements, and SAR
Agreements;


 


(vi)                to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any Award. Such terms and
conditions may include, but are not limited to, the Exercise Price, the status
of an Option (Non-Statutory Stock Option or Incentive Stock Option), the time
or times when Awards may be exercised, any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation regarding any Award
or the Shares relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall determine;


 


(vii)             to determine the method of payment of the
Exercise Price;


 


(viii)          to reduce the Exercise Price of any Option to
the then current Fair Market Value if the Fair Market Value of the Optioned
Stock has declined since the Date of Grant of such Option, except as otherwise
would cause an Option to be deemed to provide for a deferral of compensation
within the meaning of Section 409A of the Code;


 


(ix)                  to delegate to others responsibilities to
assist in administering the Plan;


 


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(x)                     to construe and interpret the terms of the
Plan, Option Agreements, Stock Award Agreements, SAR Agreements and any other
documents related to the Awards;


 


(xi)                  to interpret and administer the terms of the
Plan to comply with all Tax rules and regulations; and


 


(xii)               to
adopt, alter and repeal such administrative rules, guidelines and practices
governing the operation of the Plan as it shall from time to time deem
advisable.


 


(c)          Effect of Administrator’s
Decision.    All
decisions, determinations, and interpretations of the Administrator shall be
final and binding on all Participants and any other holders of any Awards. The
Administrator’s decisions and determinations under the Plan need not be uniform
and may be made selectively among Participants whether or not such Participants
are similarly situated.


 


(d)         Liability.    No member of the
Committee shall be personally liable by reason of any contract or other
instrument executed by such member or on his/her behalf in his/her capacity as
a member of the Committee for any mistake of judgment made in good faith, and
the Company shall indemnify and hold harmless each member of the Committee and
each other employee, officer or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan may be allocated
or delegated, against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim) arising out of any act or
omission to act in connection with the Plan unless arising out of such person’s
own fraud or bad faith. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company’s Articles of Incorporation or Bylaws, as a matter
of law, or otherwise, or any power the Company may have to indemnify them or
hold them harmless.


 


4.               Stock Subject To The Plan.


 


(a)          Basic Limitation.    The total number of
Options, Stock Awards, and SARs that may be awarded under the Plan may not
exceed 5,000,000, subject to the adjustments provided for in Section 11 of
the Plan.


 


(b)         Additional Shares.    In the event that any outstanding Award expires
or is canceled or otherwise terminated, the Shares that pertain to the
unexercised Award shall again be available for the purposes of the Plan. In the
event that Shares issued under the Plan are reacquired by the Company at their
original purchase price, such Shares shall again be available for the purposes
of the Plan, except that the aggregate number of Shares which may be issued
upon the exercise of Incentive Stock Options shall in no event exceed 5,000,000
Shares, subject to the adjustments provided for in Section 11 of the Plan.


 


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5.               Eligibility.    The persons eligible
to participate in the Plan shall be limited to Employees, Non-Employee
Directors, and Consultants who have the potential to impact the long-term
success of the Company and/or its Affiliates and who have been selected by the
Administrator to participate in the Plan.


 


6.               Option Terms.    Each Option shall be
evidenced by an Option Agreement, in the form approved by the Administrator and
may contain such provisions as the Administrator deems appropriate; provided,
however, that each Option Agreement shall comply with the terms specified
below. No person may be granted (in any calendar year) Options to purchase more
than 250,000 Shares, subject to the adjustments provided for in Section 11
of the Plan. Each Option Agreement evidencing an Incentive Stock Option shall,
in addition, be subject to Section 7 below.


 


(a)          Exercise Price.


 


(i)                       The Exercise Price of an Option shall be
determined by the Administrator but shall not be less than 100% of the Fair
Market Value of a Share on the Date of Grant of such Option.


 


(ii)                    Notwithstanding the foregoing, where the
outstanding shares of stock of another corporation are changed into or
exchanged for shares of Common Stock without monetary consideration to that
other corporation, then, subject to the approval of the Board, Options may be
granted in exchange for unexercised, unexpired stock options of the other
corporation and the exercise price of the Optioned Shares subject to each
Option so granted may be fixed at a price less than 100% of the Fair Market
Value of the Common Stock at the time such Option is granted if said exercise
price has been computed to be not less than the exercise price set forth in the
stock option of the other corporation, with appropriate adjustment to reflect
the exchange ratio of the shares of stock of the other corporation into the
shares of Common Stock of the Company.


 


(iii)                 The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
be determined by the Administrator and may consist entirely of (A) cash, (B) check,
(C) Mature Shares, (D) Qualified Note, or (e) any combination of
the foregoing methods of payment. The Administrator may also permit Optionees,
either on a selective or aggregate basis, to simultaneously exercise Options
and sell the shares of Common Stock thereby acquired, pursuant to a brokerage
or similar arrangement, approved in advance by the Administrator, and use the
proceeds from such sale as payment of part or all of the exercise price of such
shares. Notwithstanding the foregoing, a method of payment may not be used if
it causes the Company to: (i) recognize compensation expense for financial
reporting purposes; (ii) violate Section 402 of the Sarbanes-Oxley Act
of 2002 or any regulations adopted pursuant thereto; or (iii) violate
Regulation O, promulgated by the Board of Governors of the Federal Reserve
System, as determined by the Administrator in its sole discretion.


 


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(b)   Vesting.    Any
Option granted hereunder shall be exercisable and shall vest at such times and
under such conditions as determined by the Administrator and set forth in the
Option Agreement, but in the case of an Optionee who is not an officer of the Company,
a Non-Employee Director, or a Consultant, an Option or Shares purchased
thereunder shall vest at a rate of at least 20% per year. An Option may not be
exercised for a fraction of a Share. Notwithstanding anything herein to the
contrary, upon the occurrence of a Vesting Event, all Options that are
outstanding on the date of the Vesting Event shall become exercisable on such
date (whether or not previously vested).


 


(c)   Term of Options.    No Option shall have
a term in excess of 10 years measured from the Date of Grant of such
Option.


 


(d)   Procedure
for Exercise.    An Option shall be deemed to be
exercised when written notice of such exercise has been given to the
Administrator in accordance with the terms of the Option Agreement by the
person entitled to exercise the Option and full payment of the applicable
Exercise Price for the Share being exercised has been received by the
Administrator. Full payment may, as authorized by the Administrator, consist of
any consideration and method of payment allowable under Subsection (a)(iii) above.
In the event of a cashless exercise, the broker shall not be deemed to be an
agent of the Administrator.


 


(e)   Effect of
Termination of Service.


 


(i)        Termination
of Service.    Upon termination of an Optionee’s
Service, other than due to death, Disability, or Cause, the Optionee may
exercise his/her Option, but only on or prior to the date that is three months
following the Optionee’s Termination Date, and only to the extent that the
Optionee was entitled to exercise such Option on the Termination Date (but in
no event later than the expiration of the term of such Option, as set forth in
the Notice of Stock Option Grant to the Option Agreement). If, on the
Termination Date, the Optionee is not entitled to exercise the Optionee’s
entire Option, the Shares covered by the unexercisable portion of the Option
shall revert to the Plan. If, after termination of Service, the Optionee does
not exercise his/her Option within the time specified herein, the Option shall
terminate, and the Optioned Stock shall revert to the Plan.


 


(ii)       Disability
of Optionee.    In the event of termination of
an Optionee’s Service due to his/her Disability, the Optionee may exercise
his/her Option, but only on or prior to the date that is twelve months
following the Termination Date, and only to the extent that the Optionee was
entitled to exercise such Option on the Termination Date (but in no event later
than the expiration date of the term of his/her Option, as set forth in the
Notice of Stock Option Grant to the Option Agreement). To the extent the
Optionee is not entitled to exercise the Option on the Termination Date, or if
the Optionee does not exercise the Option to the extent so entitled within the
time specified herein, the Option shall terminate, and the Optioned Stock shall
revert to the Plan.


 


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(iii)      Death
of Optionee.    In the event that an Optionee
should die while in Service, the Optionee’s Option may be exercised by the
Optionee’s estate or by a person who has acquired the right to exercise the
Option by bequest or inheritance, but only on or prior to the date that is
twelve months following the date of death, and only to the extent that the
Optionee was entitled to exercise the Option at the date of death (but in no
event later than the expiration date of the term of his/her Option, as set
forth in the Notice of Stock Option Grant to the Option Agreement). If, at the
time of death, the Optionee was not entitled to exercise his/her entire Option,
the Shares covered by the unexercisable portion of the Option shall immediately
revert to the Plan. If after death, the Optionee’s estate or a person who
acquires the right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option shall
terminate, and the Optioned Stock shall revert to the Plan.


 


(iv)     Cause.    In
the event of termination of an Optionee’s Service due to Cause, the Optionee’s
Options shall terminate on the Termination Date.


 


(v)      To the extend that the
Company does not violate Section 409A of the Code or any regulations
adopted, Section 402 of the Sarbanes-Oxley Act of 2002 or any regulations
adopted pursuant thereto or Regulation O, promulgated by the Board of Governors
of the Federal Reserve System (as determined by the Administrator in its sole
discretion), the Administrator shall have complete discretion, exercisable
either at the time an Option or SAR is granted or at any time while the Option
or SAR remains outstanding, to:


 


(A)  extend the
period of time for which the Option or SAR is to remain exercisable following
the Optionee’s cessation of Service from the limited exercise period otherwise
in effect for that Option or SAR to such greater period of time as the Administrator
shall deem appropriate, but in no event beyond the expiration of the Option or
SAR term; and/or


 


(B)  permit the
Option or SAR to be exercised, during the applicable post-Service exercise
period, not only with respect to the number of vested Shares for which such
Option or SAR is exercisable at the time of the Optionee’s cessation of Service
but also with respect to one or more additional installments in which the
Optionee would have vested had the Optionee continued in Service.


 


(f)    Stockholder
Rights.    Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a stockholder
shall exist with respect to the Optioned Stock, notwithstanding the exercise of
the Option. The Company shall issue (or cause to be issued) such certificate
promptly upon exercise of the Option. No adjustment will be made for a dividend
or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 11 below.


 


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(g)   Non-transferability
of Options.    Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee. Notwithstanding the
immediately preceding sentence, the Administrator may permit an Optionee to
transfer any Award which is not an Incentive Stock Option to one or more of the
Optionee’s immediate family members or to trusts established in whole or in
part for the benefit of the Optionee and/or one or more of such immediate
family members. For purposes of the Plan, (i) the term “immediate family” shall mean the Optionee’s
spouse and issue (including adopted and step children) and (ii) the phrase
“immediate family members or to trusts established in whole or in part for the
benefit of the Optionee and/or one or more of such immediate family members”
shall be further limited, if necessary, so that neither the transfer of an
Award other than an Incentive Stock Option to such immediate family member or
trust, nor the ability of a Optionee to make such a transfer shall have adverse
consequences to the Company or the Optionee by reason of Section 162(m) of
the Code.


 


7.     Incentive
Stock Options.    The terms specified below
shall be applicable to all Incentive Stock Options, and these terms shall, as
to such Incentive Stock Options, supercede any conflicting terms in Section 6
above. Options which are specifically designated as Non-Statutory Stock Options
when issued under the Plan shall not be
subject to the terms of this Section.


 


(a)   Eligibility.    Incentive
Stock Options may only be granted to Employees.


 


(b)   Exercise
Price.    The Exercise Price of an Incentive
Stock Option shall not be less than 100% of the Fair Market Value of a Share on
the Date of Grant of such Option, except as otherwise provided for in
Subsection (d) below.


 


(c)   Dollar
Limitation.    In the case of an Incentive Stock
Option, the aggregate Fair Market Value of the Optioned Stock (determined as of
the Date of Grant of each Option) with respect to Options granted to any
Employee under the Plan (or any other option plan of the Company or any
Affiliate) that may for the first time become exercisable as Incentive Stock
Options during any one calendar year shall not exceed the sum of $100,000. To
the extent the Employee holds two or more such Options which become exercisable
for the first time in the same calendar year, the foregoing limitation on the
exercisability of such Options as Incentive Stock Options shall be applied on
the basis of the order in which such Options are granted. Any Options in excess
of such limitation shall automatically be treated as Non-Statutory Stock
Options.


 


(d)   10%
Stockholder.    If any Employee to whom an
Incentive Stock Option is granted is a 10% Stockholder, then the Exercise Price
shall not be less than 110% of the Fair Market Value of a Share on the Date of
Grant of such Option, and the Option term shall not exceed five years measured
from the Date of Grant of such Option.


 


(e)   Change in
Status.    In the event of an Optionee’s change
of status from Employee to Consultant or to Non-Employee Director, an Incentive
Stock Option held by the Optionee shall cease to be treated as an Incentive
Stock Option and shall be treated for tax purposes as a Non-Statutory Stock
Option three months and one day following such change of status.


 


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(f)    Approved
Leave of Absence.    If an Optionee is on an
approved leave of absence, and the Optionee’s reemployment upon expiration of
such leave is not guaranteed by statute or contract, including Company
policies, then on the 91st day of such leave any Incentive Stock Option held by
the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Non-Statutory Stock Option.


 


8.     Restricted
Stock Award.    Each Restricted Stock Award
shall be evidenced by a Stock Award Agreement, in the form approved by the
Administrator and may contain such provisions as the Administrator deems
appropriate; provided, however, such Stock Award Agreement shall comply with
the terms specified below.


 


(a)   Risk of
Forfeiture.


 


(i)        General
Rule.    Shares issued pursuant to a Restricted
Stock Award shall initially be subject to a Risk of Forfeiture. The Risk of
Forfeiture shall be set forth in the Stock Award Agreement, and shall comply
with the terms specified below.


 


(ii)       Lapse
of Risk of Forfeiture.    The Risk of Forfeiture
shall lapse as the Grantee vests in the Granted Stock. The Grantee shall vest
in the Granted Stock at such times and under such conditions as determined by
the Administrator and set forth in the Stock Award Agreement. Notwithstanding
the foregoing, upon the occurrence of a Vesting Event, the Grantee shall become
100% vested in those shares of Granted Stock that are outstanding on the date
of the Vesting Event.


 


(iii)      Forfeiture
of Granted Stock.    Except as otherwise
determined by the Administrator in its discretion, the Granted Stock that is
subject to a Risk of Forfeiture shall automatically be forfeited and
immediately returned to the Company on the Grantee’s Termination Date or the
date on which the Administrator determines that any other conditions to the
vesting of the Restricted Stock were not satisfied during the designated period
of time.


 


(b)   Rights as
a Stockholder.    Upon vesting of a Restricted
Stock Award, the Grantee shall have the rights of a stockholder with respect to
the voting of the vested shares of Granted Stock, subject to the conditions
contained in the Stock Award Agreement.


 


(c)   Dividends.    The Stock Award Agreement
may require or permit the immediate payment, waiver, deferral or investment of
dividends paid on the Granted Stock.


 


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(d)   Non-transferability
of Restricted Stock Award.    Except as
otherwise provided for in Section 12 of the Plan, Restricted Stock Awards
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of
in any manner other than by will or by the laws of descent and distribution and
may be exercised, during the lifetime of the Grantee, only by the Grantee.
Notwithstanding the immediately preceding sentence, the Administrator may
permit a Grantee to transfer any Award which is not an Incentive Stock Option
to one or more of the Grantee’s immediate family members or to trusts
established in whole or in part for the benefit of the Grantee and/or one or
more of such immediate family members. For purposes of the Plan, (i) the
term “immediate family” shall
mean the Grantee’s spouse and issue (including adopted and step children) and (ii) the
phrase “immediate family members or to trusts established in whole or in part
for the benefit of the Grantee and/or one or more of such immediate family
members” shall be further limited, if necessary, so that neither the transfer
of an Award other than an Incentive Stock Option to such immediate family
member or trust, nor the ability of a Grantee to make such a transfer shall
have adverse consequences to the Company or the Grantee by reason of Section 162(m) of
the Code.


 


9.     Performance
Stock Award.    Each Performance Stock Award
shall be evidenced by a Stock Award Agreement, in the form approved by the
Administrator, and may contain such provisions as the Administrator deems
appropriate; provided, however, such Stock Award Agreement shall comply with
the terms specified below.


 


(a)   Risk of
Forfeiture.


 


(i)        General
Rule.    Shares issued pursuant to a Performance
Stock Award shall initially be subject to a Risk of Forfeiture. The Risk of
Forfeiture shall be set forth in the Stock Award Agreement, and shall comply
with the terms specified below.


 


(ii)       Lapse
of Risk of Forfeiture.    The Risk of Forfeiture
shall lapse as the Grantee vests in the Granted Stock. The Grantee shall vest
in or accelerate vesting in the Granted Stock, in whole or in part, if certain
goals established by the Administrator are achieved over a designated period of
time, but not in any event more than 10 years.  At the discretion of the
Administrator, the goals may be based upon the attainment of one or more of the
following business criteria (determined either in absolute terms or relative to
the performance of one or more similarly situated companies or a published
index covering the performance of a number of companies): net income; return on average assets (“ROA”);
cash  ROA; cash ROA; return on average
equity (“ROE”); cash ROE; earnings per share (“EPS”); cash EPS; stock price;
and efficiency ratio.  Performance goals may be
established on a Company-wide basis or with respect to one or more business
units or divisions. When establishing performance goals, the Administrator may
exclude any or all “extraordinary items” as determined under U.S. generally
accepted accounting principles including, without limitation, the charges or
costs associated with restructurings of the Company, discontinued operations,
other unusual or non-recurring items, and the cumulative effects of 


 


13

















 


accounting changes. The
Administrator may also adjust the performance goals for any performance cycle
as it deems equitable in recognition of unusual or non-recurring events
affecting the Company, changes in applicable tax laws or accounting principles,
or such other factors as the Administrator deems appropriate.  
Notwithstanding the foregoing, upon the occurrence of a Vesting Event,
the Grantee shall become 100% vested in those shares of Granted Stock that are
outstanding on the date of the Vesting Event.


 


(iii)      Forfeiture
of Granted Stock.    The Granted Stock that is
subject to a Risk of Forfeiture shall automatically be forfeited and
immediately returned to the Company on the Grantee’s Termination Date or the
date on which the Administrator determines that any other conditions to the
vesting of the Performance Stock Award, including performance goals, were not
satisfied during the designated period of time.


 


(b)   Rights as
a Stockholder.    Upon vesting of a Performance
Stock Award, the Grantee shall have the rights of a stockholder with respect to
the voting of the vested shares of Granted Stock, subject to the conditions
contained in the Stock Award Agreement.


 


(c)   Dividends.    The
Stock Award Agreement may require or permit the immediate payment, waiver,
deferral or investment of dividends paid on Granted Stock.


 


(d)   Non-transferability of
Performance Stock Award.    Except as otherwise
provided for in Section 12 of the Plan, Performance Stock Awards may not
be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent and distribution and may be
exercised, during the lifetime of the Grantee, only by the Grantee.
Notwithstanding the immediately preceding sentence, the Administrator may
permit a Grantee to transfer any Award which is not an Incentive Stock Option
to one or more of the Grantee’s immediate family members or to trusts
established in whole or in part for the benefit of the Grantee and/or one or
more of such immediate family members. For purposes of the Plan, (i) the
term “immediate family” shall
mean the Grantee’s spouse and issue (including adopted and step children) and (ii) the
phrase “immediate family members or to trusts established in whole or in part
for the benefit of the Grantee and/or one or more of such immediate family
members” shall be further limited, if necessary, so that neither the transfer
of an Award other than an Incentive Stock Option to such immediate family
member or trust, nor the ability of a Grantee to make such a transfer shall
have adverse consequences to the Company or the Grantee by reason of Section 162(m) of
the Code.


 


10.   Stock
Appreciation Rights.    Each SAR shall be
evidenced by a SAR Agreement, in the form approved by the Administrator and may
contain such provisions as the Administrator deems appropriate; provided,
however, that each SAR Agreement shall comply with the terms specified below.
No person may be granted (in any calendar year) SARs that pertain to more than
250,000 Shares, subject to the adjustments provided for in Section 11 of
the Plan.


 


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(a)   Exercise
Price.    The Exercise Price of a SAR shall be
determined by the Administrator but shall not be less than 100% of the Fair
Market Value of a Share on the Date of Grant of such SAR.


 


(b)   Vesting.    Any
SAR granted hereunder shall be exercisable and shall vest at such times and
under such conditions as determined by the Administrator and set forth in the
SAR Agreement. Notwithstanding anything herein to the contrary, upon the
occurrence of a Vesting Event, all SARs that are outstanding on the date of the
Vesting Event shall become exercisable on such date (whether or not previously
vested).


 


(c)   Term of
SARs.    No SAR shall have a term in excess of
10 years measured from the Date of Grant of such SAR.


 


(d)   Non-transferability
of SARs.    SARs may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution and may be exercised, during
the lifetime of the Optionee, only by the Optionee. Notwithstanding the
immediately preceding sentence, the Administrator may permit an Optionee to
transfer any Award which is not an Incentive Stock Option to one or more of the
Optionee’s immediate family members or to trusts established in whole or in
part for the benefit of the Optionee and/or one or more of such immediate
family members. For purposes of the Plan, (i) the term “immediate family” shall mean the Optionee’s
spouse and issue (including adopted and step children) and (ii) the phrase
“immediate family members or to trusts established in whole or in part for the
benefit of the Optionee and/or one or more of such immediate family members”
shall be further limited, if necessary, so that neither the transfer of an Award
other than an Incentive Stock Option to such immediate family member or trust,
nor the ability of a Optionee to make such a transfer shall have adverse
consequences to the Company or the Optionee by reason of Section 162(m) of
the Code.


 


(e)   Procedure for Exercise.    A
SAR shall be deemed to be exercised when written notice of such exercise has
been given to the Administrator in accordance with the terms of the SAR
Agreement by the person entitled to exercise the SAR. Upon exercise of a SAR, the
Optionee (or any person having the right to exercise the SAR after his or her
death) shall receive an amount equal to the amount by which the Fair Market
Value (on the date of surrender) of a Share exceeds the Exercise Price of such
SAR. The Company shall pay this amount in the form of: (i) Common Stock; (ii) cash;
or (iii) a combination of Common Stock and cash, as determined by the
Administrator.


 


(f)    Effect of
Termination of Service.


 


(i)        Termination
of Service.    Upon termination of an Optionee’s
Service, other than due to death, Disability, or Cause, the Optionee may
exercise his/her SARs, but only on or prior to the date that is three months
following the Optionee’s Termination Date, and only to the extent that the
Optionee was entitled to exercise such SARs on the Termination Date (but in no
event later than the expiration of the term of such SAR, as set forth in the
Notice of Stock 


 


15

















 


Appreciation Rights Grant to the SAR Agreement). If,
on the Termination Date, the Optionee is not entitled to exercise all of the
Optionee’s SARs, then the Shares that pertain to the unexercisable SARs shall
revert to the Plan. If, after termination of Service, the Optionee does not
exercise his/her SARs within the time specified herein, the SARs shall
terminate, and the Shares that pertain to the SARs shall revert to the Plan.


 


(ii)       Disability
of Optionee.    In the event of termination of
an Optionee’s Service due to his/her Disability, the Optionee may exercise
his/her SARs, but only on or prior to the date that is twelve months following
the Termination Date, and only to the extent that the Optionee was entitled to
exercise such SARs on the Termination Date (but in no event later than the
expiration date of the term of his/her SAR, as set forth in the Notice of Stock
Appreciation Rights Grant to the SAR Agreement). To the extent the Optionee is
not entitled to exercise the SARs on the Termination Date, or if the Optionee
does not exercise the SARs to the extent so entitled within the time specified
herein, the SARs shall terminate, and the Shares that pertain to the SARs shall
revert to the Plan.


 


(iii)      Death
of Optionee.    In the event that an Optionee
should die while in Service, the Optionee’s SARs may be exercised by the
Optionee’s estate or by a person who has acquired the right to exercise the
SARs by bequest or inheritance, but only on or prior to the date that is twelve
months following the date of death, and only to the extent that the Optionee
was entitled to exercise the SARs at the date of death (but in no event later
than the expiration date of the term of his/her SAR, as set forth in the Notice
of Stock Appreciation Rights Grant to the SAR Agreement). If, at the time of
death, the Optionee was not entitled to exercise all of his/her SARs, the
Shares that pertain to the unexercisable SARs shall immediately revert to the
Plan. If after death, the Optionee’s estate or a person who acquires the right
to exercise the SARs by bequest or inheritance does not exercise the SARs to
the extent so entitled within the time specified herein, the SARs shall
terminate, and the Shares that pertain to the SARs shall revert to the Plan.


 


(iv)     Cause.    In
the event of termination of an Optionee’s Service due to Cause, the Optionee’s
SARs shall terminate on the Termination Date.


 


11.   Adjustments
Upon Changes in Capitalization.


 


(a)   Changes in Capitalization.    The
limitations set forth in Sections 4, 6, and 10 of the Plan, the number of
Shares that pertain to each outstanding Award, and the Exercise Price of each
Option and SAR shall be proportionately adjusted for any increase or decrease
in the number of issued and outstanding Shares resulting from a stock split,
reverse stock split, stock dividend, recapitalization, combination or reclassification
of the Common Stock, or any other increase or decrease in the number of issued
and outstanding Shares, effected without the receipt of consideration by the
Company. Such adjustment shall be made by the Administrator, to the extent
possible, so that the 


 


16

















 


adjustment
shall not result in an accounting consequence under APB 25 and FASB
Interpretation No. 44, as amended, and so that the adjustment shall not
result in any taxes to the Company or the Participant. The Administrator’s
determination with respect to the adjustment shall be final, binding, and
conclusive.


 


(b)   Dissolution or Liquidation.    In the
event of the proposed dissolution or liquidation of the Company, the
Administrator shall notify each Participant as soon as practicable prior to the
effective date of such proposed transaction. In such event, the Administrator,
in its discretion, may provide for a Participant to fully vest in his/her
Option and SAR, and the Right of Forfeiture to lapse on his/her Granted Stock.
To the extent it has not been previously exercised, an Award will terminate
upon termination or liquidation of the Company.


 


12.    Deferral of Stock Awards and SARs.    The
Administrator, in its sole discretion, may permit a Grantee to defer his/her
Stock Awards, and an Optionee to defer his/her SARs pursuant to the terms and
conditions provided for in the PacWest Bancorp Directors Deferred Compensation
Plan.   Notwithstanding the foregoing, to
the extent an Award is determined to constitute a “deferral of compensation”
within the meaning of Section 409A, any such subsequent deferral shall be
made in accordance with the terms of Code Section 409A(a)(4) and the
regulations promulgated thereunder.


 


13.   Cancellation
and Regrant of Awards.    The Administrator
shall have the authority to effect, at any time and from time to time, with the
consent of the affected Optionee, the cancellation of any or all outstanding
Options or SARs and to grant in substitution new Options or SARs covering the
same or a different number of Shares but with an Exercise Price per Share based
on the Fair Market Value per Share on the new Date of Grant of the Option or
SAR. The Administrator shall also have the authority to effect, at any time and
from time to time, with the consent of the affected Grantee, the cancellation
of any or all outstanding Stock Awards and to grant in substitution new Stock
Awards covering the same or a different number of Shares. Notwithstanding the
foregoing or anything in this Plan to the contrary, the Administrator may not
take any action which would constitute a “repricing” of Options or other Awards
without recommending that such repricing be subject to the approval of the
Company’s stockholders prior to effectiveness.  
For purposes of Section 4 hereof, Shares underlying any Award
cancelled by the Company in such exchange shall be available for issuance under
the Plan; furthermore, except with respect to a Participant subject to Section 162(m) of
the Code, a grant of any Award to a Participant pursuant to such exchange shall
be disregarded for purposes of determining whether such Participant has
exceeded any limitations hereunder limiting the amount of any type of Award or
aggregate amount of Awards that may be granted to a Participant (except to the
extent the number of Shares underlying such Awards exceeds the number of Shares
underlying the Participant’s cancelled Awards).


 


14.   Share
Escrow/Legends.    Unvested Shares issued under
the Plan may, in the Administrator’s discretion, be held in escrow by the
Company until the Participant’s interest in such Shares vests or may be issued
directly to the Participant with restrictive legends on the certificates
evidencing those unvested Shares.


 


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15.   Tax
Withholding.


 


(a)   For corporate purposes, the Company’s
obligation to deliver Shares upon the exercise of Options, deliver Shares or
cash upon the exercise of SARs, or deliver Shares or remove any restrictive
legends upon vesting of such Shares under the Plan shall be subject to the
satisfaction of all applicable federal, state and local income and employment
tax withholding requirements.


 


(b)   To
the extent permitted under Section 402 of the Sarbanes-Oxley Act of 2002
and the regulations adopted pursuant thereto, the Administrator may, in its
discretion, provide any or all holders of Non-Statutory Stock Options or SARS,
or unvested Shares under the Plan with the right to use previously vested
Shares in satisfaction of all or part of the Taxes incurred by such holders in
connection with the exercise of their Non-Statutory Stock Options or SARs, or
the vesting of their Shares; provided, however, that this form of payment shall
be limited to the withholding amount calculated using the minimum statutory
rates. Such right may be provided to any such holder in either or both of the
following formats:


 


(i)        Stock
Withholding:    The election to have the Company
withhold, from the Shares otherwise issuable upon the exercise of such
Non-Statutory Stock Option or SAR, or the vesting of such Shares, a portion of
those Shares with an aggregate Fair Market Value equal to the Taxes calculated
using the minimum statutory withholding rates interpreted in accordance with
APB 25 and FASB Interpretation No. 44.


 


(ii)       Stock
Delivery:    The election to deliver to the
Company, at the time the Non-Statutory Stock Option or SAR is exercised or the
Shares vest, one or more Shares previously acquired by such holder (other than
in connection with the Option or SAR exercise, or Share vesting triggering the
Taxes) with an aggregate Fair Market Value equal to the Taxes calculated using
the minimum statutory rates interpreted in accordance with APB 25 and FASB
Interpretation No. 44.


 


16.   Effective
Date and Term of the Plan.    The Plan, as an
amendment and restatement of the 2003 Plan, was last approved by the Board on March 25,
2009 and shall become effective upon stockholder approval.  Unless sooner terminated by the
Administrator, the Plan shall continue until May 31, 2015. When the Plan
terminates, no Awards shall be granted under the Plan thereafter. The
termination of the Plan shall not affect any Shares previously issued or any
Award previously granted under the Plan.


 


17.   Time
of Granting Awards.    The Date of Grant of an
Award shall, for all purposes, be the date on which the Administrator makes the
determination to grant such Award, or such other date as determined by the
Administrator; provided, however, that any Award granted prior to the date on
which the Plan is approved by the Company’s stockholders shall be subject to
stockholder approval of the Plan. Notice of the determination shall be given to
each Service Provider to whom an Award is so granted within a reasonable period
of time after the date of such grant.


 


18

















 


18.   Amendment
and Termination of the Plan.


 


(a)   Amendment
and Termination.    The Board may at any time
amend, alter, suspend, or discontinue the Plan, but no amendment, alteration,
suspension, or discontinuation shall be made which would impair the rights of
any Participant under any grant theretofore made without his/her consent. In
addition, to the extent necessary and desirable to comply with Section 422
of the Code (or any other applicable law or regulation, including the
requirements of any stock exchange or national market system upon which the
Common Stock is then listed), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.


 


(b)   Effect of
Amendment and Termination.    Any such amendment
or termination of the Plan shall not affect Awards already granted, and such
Awards shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Participant
and the Board, which agreement must be in writing and signed by the Participant
and the Company.


 


19.   Regulatory
Approvals.


 


(a)   The implementation of the Plan, the granting
of any Awards and the issuance of any Shares upon the exercise of any granted
Awards shall be subject to the Company’s procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the Awards granted under it, and the Shares issued pursuant to it.


 


(b)   No
Shares or other assets shall be issued or delivered under the Plan unless and
until there shall have been compliance with all applicable requirements of
federal and state securities laws, including the filing and effectiveness of
the Form S-8 registration statement (if required) for the Shares issuable
under the Plan, and all applicable listing requirements of any stock exchange
(or the Nasdaq Stock Market, if applicable) on which the Common Stock is then
listed for trading (if any).


 


20.   No
Employment/Service Rights.    Nothing in the
Plan shall confer upon the Participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Company (or any Affiliate employing or retaining such person)
or of the Participant, which rights are hereby expressly reserved by each, to
terminate such person’s Service at any time for any reason, with or without
cause.


 


21.   Governing
Law.    This Plan shall be governed by
California law, applied without regard to conflict of laws principles.


 


19

















 


22.   Code Section 409A.  Awards under this Plan are intended to be
exempt from Section 409A of the Code. 
Notwithstanding foregoing, to the extent (x) an Award constitutes a
“deferral of compensation” within the meaning of Section 409A of the Code,
(y) the Grantee or Optionee is a “specified employee” as determined
pursuant to Section 409A of the Code as of the date of his or her “separation
from service” (within the meaning of Treasury Regulation 1.409A-1(h)), and (z) any
such Award cannot be settled or paid without subjecting the Grantee or Optionee
to “additional tax”, interest or penalties under Section 409A of the Code,
then any such settlement or payment that is payable during the first six months
following the Grantee’s or Optionee’s “separation from service” shall be paid
or provided to the Grantee or Optionee on the first business day of the seventh
calendar month following the month in which his or her “separation from service”
occurs or, if earlier, at his or her death.  In addition, any settlement
or payment of an Award that is subject to Section 409A of the Code upon a
termination of Service that represents a “deferral of compensation” within the
meaning of Section 409A of the Code shall only be settled or paid upon a “separation
from service”.


 


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