EX-10.6



 EXHIBIT 10.6 

CU BANCORP 
 2007 EQUITY
AND INCENTIVE PLAN 
 AS AMENDED AND RESTATED JULY 31, 2014 

 

	1.	ESTABLISHMENT, PURPOSE AND TERM OF PLAN. 

 1.1
Establishment. The California United Bank (the “Bank”) 2007 Equity and Incentive Plan (the “Plan”) was established effective as of June 1, 2007, the date of its approval by
the stockholders of the Bank. 
 1.2 History of the Plan. Pursuant to the Agreement and Plan of Merger by and
between CU Bancorp (the “Company” and as defined in 2.1(i) herein) and California United Bank and Premier Commercial Bancorp and Premier Commercial Bank, N.A. dated as of December 8, 2011 and exhibits thereto, as
approved by the shareholders on July 23, 2012, the Plan was transferred and assumed by CU Bancorp and was automatically deemed to be an equity incentive plan of CU Bancorp effective on July 31, 2012. The Plan was amended and restated on
July 31, 2014 (the “Restatement Date”), and approved by the shareholders on [            ], 2014, to (i) allow the Company to grant performance based
awards that are not subject to the deduction limitation of Section 162(m) of the Code, (ii) expressly prohibit the repricing of previously granted Options and (iii) eliminate a provision in the Plan that provided for an automatic
annual increase in the shares available for Awards under the Plan. 
 1.3 Purpose. The purpose of the
Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward key employees, officers (whether or not directors) and non-employee directors of the Company and by motivating such persons
to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Restricted Stock Awards, Performance Awards, and Restricted Stock Units. 

1.4 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on
which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed. However, all Awards
shall be granted, if at all, within ten (10) years from the Restatement Date. 
  

	2.	DEFINITIONS AND CONSTRUCTION. 

 2.1 Definitions.
Whenever used herein, the following terms shall have their respective meanings set forth below: 
 (a) “Affiliate”
means (i) an entity, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one
or more intermediary entities. For this purpose, the term “control” (including the term “controlled by”) 

  
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means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities,
by contract or otherwise. 
 (b) “Award” means any Option, Restricted Stock Purchase Right, Restricted Stock Bonus,
Performance Unit, Restricted Stock Unit, or Cash Bonus Award. 
 (c) “Award Agreement” means a written agreement between
the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant. An Award Agreement may be an “Option Agreement,” a “Restricted Stock Purchase Agreement,” a
“Restricted Stock Bonus Agreement,” a “Performance Unit Agreement,” a “Restricted Stock Unit Agreement,” or a Cash Bonus Award Agreement.” 

(d) “Board” means any Board of Directors of the Company. 

(e) “Cash Bonus Award” means a cash bonus payment, as determined by the Committee, pursuant to Section 8, based upon
performance. 
 (f) “Cause” means, unless otherwise defined by the Participant’s Award Agreement or contract of
employment or service, any of the following: (i) the Participant’s theft, dishonesty, or falsification of Company documents or records; (ii) the Participant’s improper use or disclosure of the Company’s confidential or
proprietary information; (iii) any action by the Participant which has a significant detrimental effect on the Company’s reputation or business; (iv) the Participant’s failure or inability to perform any reasonable assigned
duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (v) any material breach by the Participant of any employment or service agreement between the Participant and the Company, which
breach is not cured pursuant to the terms of such agreement; or (vi) the Participant’s conviction (including any plea of guilty or nolo contendere) of any criminal act which impairs the Participant’s ability to perform his or her
duties with the Company. 
 (g) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations
promulgated thereunder. 
 (h) “Committee” means the Company’s Compensation, Nominating and Corporate Governance
Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the
powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers. Notwithstanding the foregoing, with respect to the grant and administration of any Restricted Stock Award, Restricted
Stock Unit or Performance Award which is intended to qualify as performance-based compensation under Section 162(m) of the Code and regulations thereunder, the Committee shall be composed only of “outside” Directors as defined in
Treas. Reg. Section 1.162-27(e)(3). 
 (i) “Company” means CU Bancorp, any successor corporation thereto or any
subsidiary of CU Bancorp, including but not limited to California United Bank. 

  
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 (j) “Director” means a member of any Board of Directors of the Company. 

(k) “Disability” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of
the Code. 
 (l) “Dividend Equivalent” means a credit, made at the discretion of the Committee or as otherwise provided by
the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant. 

(m) “Employee” means any person treated as an employee (including an Officer or a member of a Board of Directors who is also
treated as an employee) in the records of the Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a member of the
Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan. The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an
Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such
determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination. 

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(o) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the
Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following: 

(i) If, on such date, the Stock is readily tradable on an established securities market, the Fair Market Value of a share of Stock shall be
the closing price of a share of Stock as reported on such market at the close of the trading day on such date (or, if the Stock has not traded on such date, on the last preceding day on which the Stock was traded). 

(ii) If, on such date, the Stock is not readily tradable on an established securities market, the Fair Market Value of a share of Stock shall
be as determined by the Committee by reasonable application of a reasonable valuation method, consistently applied. 
 Notwithstanding the foregoing, no
Award granted under the Plan is intended to provide for a deferral of compensation within the meaning of Section 409A such that the Fair Market Value of a share of Stock shall be determined in all respects in a manner that is consistent with
that intention. 
 (p) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and
which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code. 

  
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 (q) “Insider” means an Officer, a member of the Board or any other person whose
transactions in Stock are subject to Section 16 of the Exchange Act. 
 (r) “Nonstatutory Stock Option” means an
Option not intended to be (as set forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code. 

(s) “Officer” means any person designated by the Board as an officer of the Company. 

(t) “Option” means the right to purchase Stock at a stated price for a specified period of time granted to a Participant
pursuant to Section 6 of the Plan. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option. 
 (u)
“Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code. 

(v) “Participant” means any eligible person who has been granted one or more Awards. 

(w) “Performance Award” means an Award of Performance Units or Cash Bonus Award. 

(x) “Performance Award Formula” means, for any Performance Award, a formula or table established by the Committee pursuant
to Section 8.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.

 (y) “Performance Goal” means a performance goal established by the Committee pursuant to Section 8.3 of the Plan.

 (z) “Performance Period” means a period established by the Committee pursuant to Section 8.3 of the Plan at the
end of which one or more Performance Goals are to be measured. 
 (aa) “Performance Unit” means a bookkeeping entry
representing a right granted to a Participant pursuant to Section 8 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance. 

(bb) “Restricted Stock Award” means an Award of a Restricted Stock Bonus or a Restricted Stock Purchase Right. 

(cc) “Restricted Stock Bonus” means Stock granted to a Participant pursuant to Section 7 of the Plan. 

(dd) “Restricted Stock Purchase Right” means a right to purchase Stock granted to a Participant pursuant to Section 7
of the Plan. 

  
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 (ee) “Restricted Stock Unit” means a bookkeeping entry representing a right
granted to a Participant pursuant to Section 9 of the Plan to receive a share of Stock on the date at which Vesting Conditions applicable to the Restricted Stock Unit are satisfied determined in accordance with the provisions of Section 9
and the Participant’s Award Agreement. 
 (ff) “Restriction Period” means the period established in accordance with
Section 7.5 of the Plan during which shares subject to a Restricted Stock Award are subject to Vesting Conditions. 
 (gg)
“Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as amended from time to time, or any successor rule or regulation. 

(hh) “Section 162(m)” means Section 162(m) of the Code. 

(ii) “Section 280G” means Section 280G of the Code. 

(jj) “Section 409A” means Section 409A of the Code. 

(kk) “Securities Act” means the Securities Act of 1933, as amended. 

(ll) “Service” means a Participant’s employment or service with the Company, whether in the capacity of an Employee or
a Director. A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the employer for which the Participant renders such Service,
provided that there is no interruption or termination of the Participant’s Service and that such employer is an Affiliate or Subsidiary Corporation of the Company. Furthermore, a Participant’s Service shall not be deemed to have terminated
if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. However, if any such leave taken by a Participant exceeds ninety (90) days, then on the one hundred eighty-first
(181st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option, unless the
Participant’s right to return to Service with the Company is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for
purposes of determining vesting under the Participant’s Award Agreement. A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service. Subject to the foregoing, the Company, in its discretion,
shall determine whether the Participant’s Service has terminated and the effective date of such termination. 
 (mm)
“Stock” means the common stock of CU Bancorp, as adjusted from time to time in accordance with Section 4.2 of the Plan. 

(nn) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in
Section 424(f) of the Code. 
 (oo) “Ten Percent Owner” means a Participant who, at the time an Option is granted to
the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power within the meaning of Section 422(b)(6) of the Code of all classes of stock of the Company. 

  
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 (pp) “Treasury Regulations” means Proposed, Temporary and Final Regulations of
the United States Treasury Department issued under Title 26 of the Code of Federal Regulations. 
 (qq) “Vesting
Conditions” mean those conditions established in accordance with Section 6.2, Section 7.5, Section 8.4 or Section 9.3 of the Plan prior to the satisfaction of which Options or shares subject to a Restricted Stock Award,
Restricted Stock Unit Award or Performance Award, as applicable, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service. 

2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or
interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the
context clearly requires otherwise. 
  

	3.	ADMINISTRATION. 

 3.1 Administration by the Committee.
The Plan shall be administered by the Committee. All questions of interpretation of the Plan or of any Award shall be determined by the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan
or such Award. 
 3.2 Authority of Officers. Any Officer shall have the authority to act on behalf of the Company with
respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination
or election. The Board may, in its discretion, delegate to a committee comprised of one or more Officers the authority to grant one or more Awards, without further approval of the Board or the Committee, to any Employee, other than a person who, at
the time of such grant, is an Insider; provided, however, that (a) such Awards shall not be granted for shares in excess of the maximum aggregate number of shares of Stock authorized for issuance pursuant to Section 4.1, (b) the
exercise price per share of each such Award which is an Option shall be not less than the Fair Market Value per share of the Stock on the date of grant and (c) each such Award shall be subject to the terms and conditions of the appropriate
standard form of Award Agreement approved by the Board or the Committee and shall conform to the provisions of the Plan and such other guidelines as shall be established from time to time by the Board or the Committee. 

3.3 Administration with Respect to Insiders. With respect to participation by Insiders in the Plan, at any time that any
class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3. 

3.4 Committee Complying with Section 162(m). If the Company is a “publicly held corporation” within the
meaning of Section 162(m), the Board may establish a Committee 

  
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of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to qualify as “performance-based
compensation” as that term is used in the Treasury Regulations issued under Section 162(m). 
 3.5 Powers of the
Committee. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion: 

(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock, Options to
purchase shares of Stock or units to be subject to each Award; 
 (b) to determine the type of Award granted and to designate Options as
Incentive Stock Options or Nonstatutory Stock Options; 
 (c) to determine the Fair Market Value of shares of Stock or other property; 

(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired
pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of
any tax withholding obligation arising in connection with any Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or Vesting Conditions of any Award or any shares
acquired pursuant thereto, (v) the Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the
effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;

 (e) to determine whether an Award of Performance Units will be settled in shares of Stock, cash, or in any combination thereof; 

(f) to approve one or more forms of Award Agreement; 

(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares
acquired pursuant thereto; 
 (h) to accelerate, continue, extend or defer the exercisability or Vesting Conditions of any Award or any
shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service; 
 (i) to
amend, modify or correct any defect in the Plan or any Award in order to avoid the application of Sections 162(m), 280G or 409A to any Award or to the Plan; 

(j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or
alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions
whose citizens may be granted Awards; and 
 (k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or
any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law. 

  
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 3.6 Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board or the Committee or as officers or employees of the Company, members of the Board or the Committee and any officers or employees of the Company to whom authority to act for the Board, the Committee or the
Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer
to the Company, in writing, the opportunity at its own expense to handle and defend the same. 
  

	4.	SHARES SUBJECT TO PLAN. 

 4.1 Maximum Number of Shares
Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be One Million Four Hundred Ninety Thousand Five Hundred Forty-Seven Shares
(1,490,547) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof. If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or
if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company at the Participant’s purchase price, the shares of Stock allocable to the terminated portion of such Award or such
forfeited or repurchased shares of Stock shall again be available for issuance under the Plan. Shares of Stock shall not be deemed to have been issued pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or
(b) to the extent such shares are withheld in satisfaction of tax withholding obligations pursuant to Section 13. If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock
owned by the Participant, the number of shares available for issuance under the Plan shall be reduced by the net number of shares for which the Option is exercised. 

4.2 Adjustments for Changes in Capital Structure. Subject to any required action by the stockholders of
the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, 

  
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reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or
similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair
Market Value of shares of Stock, appropriate adjustments shall be made in the number and class of shares subject to the Plan and to any outstanding Awards, and in the exercise or purchase price per share under any outstanding Award in order to
prevent dilution or enlargement of Participants’ rights under the Plan. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the
Company.” Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number, and in no event may the exercise or purchase price under any Award be decreased to an amount less
than the par value, if any, of the stock subject to such Award. The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive. 

 

	5.	ELIGIBILITY AND AWARD LIMITATIONS. 

 5.1 Persons Eligible for
Awards. Awards may be granted only to Employees and Directors. For purposes of the foregoing sentence, “Employees” and “Directors” shall include prospective Employees and prospective Directors to whom Awards are granted in
connection with written offers of an employment or other service relationship with the Company; provided, however, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences
Service. The maximum number of shares of Stock with respect to an Award or Awards may be granted to any Participant shall not exceed ten percent (10%) of the total outstanding shares of Stock issued and outstanding. 

5.2 Award Limitations. Notwithstanding any provision of the Plan and subject to adjustment as provided in
Section 4.2, the maximum aggregate number of shares of Stock with respect to one or more Awards that may be granted to any one person during a calendar year shall be two hundred thousand (200,000) (50,000 shares of stock in the case of
non-employee Directors) and the maximum aggregate amount that may be paid to any one person during a calendar year with respect to one or more Cash Bonus Awards shall be two million dollars ($2,000,000). 

5.3 Participation. Awards are granted solely at the discretion of the Committee. Eligible persons may be granted more
than one (1) Award. However, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award. 

5.4 Incentive Stock Option Limitations. 

(a) Persons Eligible. An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an
Employee of the Company, a Subsidiary Corporation, or a Parent Corporation, (each being an “ISO-Qualifying Corporation”). Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant
of an Option to such person may be granted only a Nonstatutory Stock Option. An 

  
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Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such
person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 6.1. 

(b) One Hundred Thousand Dollar Annual Fair Market Value Limitation. To the extent that options designated as Incentive Stock
Options (granted under all stock option plans of the Company, including the Plan and the stock option plans of any Subsidiary Corporation and its Parent Corporation) become exercisable by a Participant for the first time during any calendar year for
stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such Options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this Section, Options designated as
Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of Stock shall be determined as of the time the Option with respect to such Stock is granted. If the Code is amended to provide
for a different limitation from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an
Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising. In the
absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first. Upon exercise, shares issued pursuant to each such portion shall be separately identified. 

 

	6.	TERMS AND CONDITIONS OF OPTIONS. 

 Options shall be evidenced by Award
Agreements specifying a fixed number of shares of Stock subject to the Option on the original date of grant of the Option, in such form as the Committee shall from time to time establish. No Option or purported Option shall be a valid and binding
obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and
conditions: 
 6.1 Exercise Price. The exercise price for each Option shall be determined by the
Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall
have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or
a Nonstatutory Stock Option) may be substituted for another option or an Option may be assumed in a corporate transaction and not be treated as the grant of an Option if the substitution or modification qualifies under the provisions of
Section 424(a) of the Code and the Treasury Regulations issued thereunder or under Section 409A, as applicable. 

6.2 Exercisability and Term of Options. Options shall be exercisable at such time or times, or upon such
event or events, and subject to such terms, conditions, performance criteria and restrictions, including Vesting Conditions based upon the satisfaction of Service requirements, as shall be determined by the Committee and set forth in the Award
Agreement 

  
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evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the date of grant of such Option, (b) no Incentive
Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the date of grant of such Option, and (c) no Option granted to a prospective Employee or prospective Director may become
exercisable prior to the date on which such person commences Service. Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the date of
grant of the Option, unless earlier terminated in accordance with its provisions. 
 6.3 Payment of Exercise Price.

 (a) Forms of Consideration Authorized. Except as otherwise provided below, payment of the exercise price for the number of
shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair
Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with
respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of
the Federal Reserve System) (a “Cashless Exercise”), (iv) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (v) by any combination
thereof. The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.

 (b) Limitations on Forms of Consideration. 

(i) Tender of Stock. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. Unless otherwise provided by the
Committee, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock held by an officer (within the meaning of Section 16 of the Exchange Act) unless such shares either have been owned by the
Participant for more than six (6) months (and not used for another Option exercise by attestation during such period) or were not acquired, directly or indirectly, from the Company. 

(ii) Cashless Exercise. The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to
establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or
procedures may be available to other Participants. 

  
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 6.4 Effect of Termination of Service. 

(a) Option Exercisability. Subject to earlier termination of the Option as otherwise provided herein and unless
otherwise provided by the Committee in the grant of an Option and set forth in the Award Agreement, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time period determined in accordance with
this Section and thereafter shall terminate: 
 (i) Disability. If the Participant’s Service terminates because of the
Disability of the Participant, the Option, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at
any time prior to the expiration of one (1) year) (or such longer period of time as determined by the Board or Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than
the date of expiration of the Option’s term as set forth in the Award Agreement evidencing such Option (the “Option Expiration Date”). 

(ii) Death. If the Participant’s Service terminates because of the death of the Participant, the Option, to the extent
unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right to exercise the Option by reason of the
Participant’s death at any time prior to the expiration of one (1) year) (or such longer period of time as determined by the Board or Committee, in its discretion) after the date on which the Participant’s Service terminated, but
in any event no later than the Option Expiration Date. The Participant’s Service shall be deemed to have terminated on account of death if the Participant dies within ninety (90) days (or such longer period of time as determined by the
Board, in its discretion) after the Participant’s termination of Service. 
 (iii) Termination for Cause. Notwithstanding any
other provision of the Plan to the contrary, if the Participant’s Service is terminated for Cause, the Option shall terminate and cease to be exercisable immediately upon such termination of Service. 

(iv) Other Termination of Service. If the Participant’s Service terminates for any reason, except Disability, death or Cause, the
Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s Service terminated, may be exercised by the Participant at any time prior to the expiration of ninety (90) days (or such longer
period of time as determined by the Board or Committee, in its discretion) after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date. 

(b) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, other than termination of Service for Cause,
if the exercise of an Option within the applicable time periods set forth in Section 6.4(a) is prevented by the provisions of Section 12 below, the Option shall remain exercisable until ninety (90) days (or such longer period of time
as determined by the Board or Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date. 

  
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 (c) Extension if Participant Subject to Section 16(b). Notwithstanding
the foregoing, other than termination of Service for Cause, if a sale within the applicable time periods set forth in Section 6.4(a) of shares acquired upon the exercise of the Option would subject the Participant to suit under
Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such
suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date. 

6.5 Transferability of Options. During the lifetime of the Participant, an Option shall be exercisable only by the
Participant or the Participant’s guardian or legal representative. Prior to the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. 

6.6 Prohibition Against Option Repricing. Except as provided in Section 4.2 and notwithstanding any other provision
of this Plan, neither the Board nor the Committee shall have the right or authority following the grant of any Option pursuant to the Plan to amend or modify the Exercise Price of any such Option, or to cancel the Option at a time when the Exercise
Price is greater than the Fair Market Value of the Shares in exchange for another Option or Award. 
  

	7.	TERMS AND CONDITIONS OF RESTRICTED STOCK AWARDS. 

 Restricted Stock Awards
shall be evidenced by Award Agreements specifying whether the Award is a Restricted Stock Bonus or a Restricted Stock Purchase Right and the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time
establish. No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement. Award Agreements evidencing Restricted Stock Awards may incorporate
all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

7.1 Types of Restricted Stock Awards Authorized. Restricted Stock Awards may be in the form of either a Restricted Stock
Bonus or a Restricted Stock Purchase Right. Restricted Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in
Section 8.4. If either the grant of a Restricted Stock Award or the lapse of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to
those set forth in Sections 8.3 through 8.5(a). 
 7.2 Purchase Price. The purchase price for shares of Stock
issuable under each Restricted Stock Purchase Right shall be established by the Committee in its discretion. No monetary payment (other than applicable tax withholding) shall be required as a condition of receiving shares of Stock pursuant to a
Restricted Stock Bonus, the consideration for which 

  
 13 








 
shall be services actually rendered to the Company or for its benefit. Notwithstanding the foregoing, the Participant shall furnish consideration in the form of cash or past services rendered to
the Company or for its benefit. 
 7.3 Purchase Period. A Restricted Stock Purchase Right shall be exercisable within
a period established by the Committee, which shall in no event shall extend to any period which shall cause the Restricted Stock Purchase Right to be treated as a deferral of compensation within the meaning of Section 409A or exceed thirty
(30) days from the date of the grant of the Restricted Stock Purchase Right. In addition, no Restricted Stock Purchase Right granted to a prospective Employee or prospective Director may become exercisable prior to the date on which such person
commences Service. 
 7.4 Payment of Purchase Price. Except as otherwise provided below, payment of the purchase price
for the number of shares of Stock being purchased pursuant to any Restricted Stock Purchase Right shall be made (a) in cash, by check, or in cash equivalent, (b) by such other consideration as may be approved by the Committee from time to
time to the extent permitted by applicable law, or (iii) by any combination thereof. The Committee may at any time or from time to time grant Restricted Stock Purchase Rights which do not permit all of the foregoing forms of consideration to be
used in payment of the purchase price or which otherwise restrict one or more forms of consideration. Restricted Stock Bonuses shall be issued in consideration for past services actually rendered to the Company or for its benefit. 

7.5 Vesting and Restrictions on Transfer. Shares issued pursuant to any Restricted Stock Award may or may not be made
subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 8.4, as shall be established by
the Committee and set forth in the Award Agreement evidencing such Award. During any Restriction Period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged,
transferred, pledged, assigned or otherwise disposed of other than pursuant to a Change in Control, as defined in Section 11.1, or as provided in Section 7.8. Upon request by the Company, each Participant shall execute any agreement
evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions. 
 7.6 Voting Rights; Dividends and Distributions.
Except as provided in this Section, Section 7.5 and any Award Agreement, during the Restriction Period applicable to shares subject to a Restricted Stock Award, the Participant shall have all of the rights of a stockholder of the Company
holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. However, in the event of a dividend or distribution paid in shares of Stock or any other
adjustment made upon a change in the capital structure of the Company as described in Section 4.2, then any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is
entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or
adjustments were made. 

  
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 7.7 Effect of Termination of Service. Unless otherwise provided by the
Committee in the grant of a Restricted Stock Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then
(a) the Company shall have the option to repurchase for the purchase price paid by the Participant any shares acquired by the Participant pursuant to a Restricted Stock Purchase Right which remain subject to Vesting Conditions as of the date of
the Participant’s termination of Service and (b) the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Bonus which remain subject to Vesting Conditions as of the date of the
Participant’s termination of Service. The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. 

7.8 Nontransferability of Restricted Stock Award Rights. Prior to the issuance of shares of Stock pursuant to a
Restricted Stock Award, rights to acquire such shares shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or the laws of descent and distribution. All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the
Participant’s guardian or legal representative. 
  

	8.	TERMS AND CONDITIONS OF PERFORMANCE AWARDS. 

 Performance Awards shall be
evidenced by Award Agreements in such form as the Committee shall from time to time establish. No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award
Agreement. Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

8.1 Types of Performance Awards Authorized. Performance Awards may be in the form of Performance Units or Cash Bonus
Awards. Each Award Agreement evidencing a Performance Award shall specify the number of Performance Units or Cash Bonus Award opportunity subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to
the Award, and the other terms, conditions and restrictions of the Award. 
 8.2 Value of Performance Awards. The
final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the
applicable Performance Period established by the Committee. 

  
 15 








 8.3 Establishment of Performance Period, Performance Goals and Performance
Award Formula. In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period,
shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant. Unless otherwise permitted in compliance with the requirements under Section 162(m) with respect to
“performance-based compensation,” the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the
commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain. Once established, the
Performance Goals and Performance Award Formula shall not be changed during the Performance Period. The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance
Goal(s) and Performance Award Formula. 
 8.4 Measurement of Performance Goals. Performance Goals shall be established
by the Committee on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the
following: 
 (a) Performance Measures. Performance Measures shall have the same meanings as used in the Company’s
financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Company’s industry.
Performance Measures shall be calculated with respect to the Company, its Parent Corporation and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the
Committee. For purposes of the Plan, the Performance Measures applicable to a Performance Award shall exclude the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as
determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award; provided, however, no such adjustment shall made be if the exercise of such authority by the Committee would constitute the
exercise of “impermissible discretion,” within the meaning of Treas. Reg. Section 1.162-27(e)(2)(iii), or would otherwise cause Restricted Stock Awards, Restricted Stock Units or Performance Awards granted under the Plan that are
intended to qualify as “performance-based compensation” under Section 162(m) of the Code and regulations thereunder to otherwise fail to qualify as “performance-based compensation” under Section 162(m) and regulations
thereunder. Performance Measures may be one or more of the following, as determined by the Committee: revenue; net interest income; non-interest income; net interest margin; operating income; earnings before taxes; earnings before interest taxes
depreciation and amortization; earnings before interest and taxes; pre-tax income; net income; market share; business unit volume; capital; tangible book value; expense management; the market price of the Stock; total shareholder return; return on
equity; return on capital; return on assets; return on tangible equity; return on tangible common equity; efficiency ratio; number of customers; number of accounts; assets; asset mix; deposits; non-interest bearing deposits; deposit mix; loans; loan
mix; asset 

  
 16 








 
quality; credit quality; regulatory exam results; audit results; customer satisfaction (determined based on objective criteria approved by the Committee); and execution of strategic initiatives
(determined based on objective criteria approved by the Committee); cost of funds; cost of deposits; Texas ratio. A Performance Measure may be expressed in any form that the Committee determines, including, but not limited to: absolute value, ratio,
average, percentage growth, absolute growth, cumulative growth, performance in relation to an index, performance in relation to peer company performance, per share of common stock outstanding, or per full-time equivalent employee. 

(b) Performance Targets. Performance Targets may include a minimum, maximum, target level and intermediate levels of
performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period. A Performance Target may be stated as an absolute value or as a value
determined relative to a standard selected by the Committee. 
 8.5 Settlement of Performance Awards. 

(a) Determination of Final Value. As soon as practicable following the completion of the Performance Period applicable to an
Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the
applicable Performance Award Formula. 
 (b) Discretionary Adjustment of Award Formula. In its discretion, the Committee may,
either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award granted to any Participant who is not a “covered
employee” within the meaning of Section 162(m) (a “Covered Employee”) to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may
determine. If permitted under a Covered Employee’s Award Agreement, the Committee shall have the discretion, on the basis of such criteria as may be established by the Committee, to reduce some or all of the value of the Performance Award that
would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula. No such
reduction may result in an increase in the amount payable upon settlement of another Participant’s Performance Award. 
 (c)
Effect of Leaves of Absence. Unless otherwise required by law, payment of the final value, if any, of a Performance Award held by a Participant who has taken in excess of thirty (30) days in leaves of absence during a Performance
Period shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on a leave of absence. 

(d) Notice to Participants. As soon as practicable following the Committee’s determination and certification in accordance
with Sections 8.5(a) and (b), the Company shall notify each Participant of the determination of the Committee. 

  
 17 








 (e) Payment in Settlement of Performance Awards. As soon as practicable following
the Committee’s determination and certification in accordance with Sections 8.5(a) and (b), payment shall be made to each eligible Participant (or such Participant’s legal representative or other person who acquired the right to
receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award. Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee.
Unless otherwise provided in the Award Agreement evidencing a Performance Award, payment shall be made in a lump sum. In no event shall payment of a Performance Award be made later than the 15th day of the third month following the taxable year of
the Participant in which the Participant has a legally binding right to the Performance Award. 
 (f) Provisions Applicable to
Payment in Shares. If payment is to be made in shares of Stock, the number of such shares shall be determined by dividing the final value of the Performance Award by the Fair Market Value of a share of Stock. Shares of Stock issued in
payment of any Performance Award may be fully vested and freely transferable shares or may be shares of Stock subject to Vesting Conditions as provided in Section 7.5. Any shares subject to Vesting Conditions shall be evidenced by an
appropriate Award Agreement and shall be subject to the provisions of Sections 7.5 through 7.8 above. 
 8.6 Effect
of Termination of Service. Unless otherwise provided by the Committee in the grant of a Performance Award and set forth in the Award Agreement, the effect of a Participant’s termination of Service on the Performance Award shall be as
follows: 
 (a) Death or Disability. If the Participant’s Service terminates because of the death or Disability of the
Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable Performance Goals have been
attained with respect to the entire Performance Period and shall be prorated based on the number of months of the Participant’s Service during the Performance Period. Payment shall be made following the end of the Performance Period in any
manner permitted by Section 8.5. 
 (b) Other Termination of Service. If the Participant’s Service terminates for
any reason except death or Disability before the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety. 

8.7 Nontransferability of Performance Awards. Prior to settlement in accordance with the provisions of the Plan, no
Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or
by the laws of descent and distribution. All rights with respect to a Performance Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal
representative. 
  

	9.	TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARDS. 

 Restricted Stock
Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall 

  
 18 








 
from time to time establish. No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed
Award Agreement. Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions: 

9.1 Grant of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be granted upon such conditions as the
Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 8.4. If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award
is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 8.3 through 8.5(a). 

9.2 Purchase Price. No monetary payment (other than applicable tax withholding, if any) shall be required as a condition
of receiving a Restricted Stock Unit Award. 
 9.3 Vesting. Restricted Stock Units may or may not be made subject to
Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 8.4, as shall be established by the
Committee and set forth in the Award Agreement evidencing such Award. 
 9.4 Voting Rights, Dividend Equivalent Rights and
Distributions. Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with
respect to the payment of cash dividends on Stock having a record date prior to date on which Restricted Stock Units held by such Participant are settled. Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional
whole Restricted Stock Units as of the date of payment of such cash dividends on Stock. The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of
cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date. Such additional
Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the Restricted Stock
Unit Award. In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the
Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would
entitled by reason of the shares of Stock issueable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.


  
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 9.5 Effect of Termination of Service. Unless otherwise provided by the
Committee in the grant of a Restricted Stock Unit Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then
the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service. 

9.6 Settlement of Restricted Stock Unit Awards. The Company shall issue to a Participant on the earlier of the date on
which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award satisfy applicable Vesting Conditions or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one
(1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 9.4) for each Restricted Stock Unit then becoming vested or otherwise to be settled on such
date, subject to the withholding of applicable taxes. 
 9.7 Nontransferability of Restricted Stock Unit Awards. Prior
to the issuance of shares of Stock in settlement of a Restricted Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of
the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or
her lifetime only by such Participant or the Participant’s guardian or legal representative. 
  

	10.	STANDARD FORMS OF AWARD AGREEMENT. 

 10.1 Award
Agreements. Each Award shall comply with and be subject to the terms and conditions set forth in the appropriate form of Award Agreement approved by the Committee and as amended from time to time. Any Award Agreement may consist of
an appropriate form of Notice of Grant and a form of Agreement incorporated therein by reference, or such other form or forms as the Committee may approve from time to time. 

10.2 Authority to Vary Terms. The Committee shall have the authority from time to time to vary the terms
of any standard form of Award Agreement either in connection with the grant or amendment of an individual Award or in connection with the authorization of a new standard form or forms; provided, however, that the terms and conditions of any such
new, revised or amended standard form or forms of Award Agreement are not inconsistent with the terms of the Plan. 
  

	11.	CHANGE IN CONTROL. 

 11.1 Definition. 

(a) An “Ownership Change Event” shall be deemed to have occurred if any of the following occurs with
respect to the Company: (i) the direct or indirect sale or exchange in 

  
 20 








 
a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in
which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or
dissolution of the Company. 
 (b) A “Change in Control” shall mean an Ownership Change Event or series of related
Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same
proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding
voting securities of the Company or, in the case of an Ownership Change Event described in Section 11.1(a)(iii), the entity to which the assets of the Company were transferred (the “Transferee”), as the
case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the
Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of
the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive. 

11.2 Effect of Change in Control on Options. 

(a) Accelerated Vesting. Notwithstanding any other provision of the Plan to the contrary, the Committee, in its sole
discretion, may provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any
or all outstanding Options and shares acquired upon the exercise of such Options upon such conditions and to such extent as the Committee shall determine. 

(b) Assumption or Substitution. In the event of a Change in Control, the surviving, continuing, successor, or purchasing entity
or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, either assume the Company’s rights and obligations under outstanding Options (“Assumed
Options”) or substitute for outstanding Options substantially equivalent options (“Substituted Options”) (as the case may be) for the Acquiror’s stock; provided, however that such Assumed Options or such
Substituted Options shall provide or contain a provision that accelerates the exercisability and vesting of such Assumed or Substituted Options if within eighteen (18) months of the occurrence of the Ownership Change Event any one or more of
the following occurs: (i) the termination of Service of the Participant by the Acquiror without Cause, (ii) the change in the location where the Participant regularly performs Service to a place more than twenty five (25) miles from
the location where the Participant regularly performed Service prior to the Ownership Change Event, or (iii) the base salary of the Participant is reduced by ten percent (10%) or more. Any unvested Options which are not assumed by the
Acquiror or exchanged for Substituted Options in connection with a Change in Control shall become immediately exercisable five (5) days prior to the time of consummation of the Change in Control. and each affected Participant shall be provided
ten (10) days notice by the Company of the Acquiror’s intention not to assume the Options or grant Substituted Options. 

  
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 (c) Cash-Out of Options. The Committee may, in its sole discretion and without the
consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Option outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each share of Stock, vested
or unvested (at the discretion of the Committee), subject to such canceled Option in (i) cash, (ii) stock of the Company or of a corporation or other business entity a party to the Change in Control, or (iii) other property which, in
any such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the exercise price per share under such Option (the
“Spread”). In the event such determination is made by the Committee, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their canceled Options as soon as practicable
following the date of the Change in Control. 
 11.3 Effect of Change in Control on Restricted Stock Awards. The
Committee may, in its discretion, provide in any Award Agreement evidencing a Restricted Stock Award that, in the event of a Change in Control, the lapsing of the Restriction Period applicable to the shares subject to the Restricted Stock Award held
by a Participant whose Service has not terminated prior to the Change in Control shall be accelerated effective immediately prior to the consummation of the Change in Control to such extent as specified in such Award Agreement. Any acceleration of
the lapsing of the Restriction Period that was permissible solely by reason of this Section 11.3 and the provisions of such Award Agreement shall be conditioned upon the consummation of the Change in Control. 

11.4 Effect of Change in Control on Performance Awards. The Committee may, in its discretion, provide in any Award
Agreement evidencing a Performance Award that, in the event of a Change in Control, the Performance Award held by a Participant whose Service has not terminated prior to the Change in Control shall become payable effective as of the date of the
Change in Control to such extent as specified in such Award Agreement. 
 11.5 Effect of Change in Control on Restricted
Stock Unit Awards. The Committee may, in its discretion, provide in any Award Agreement evidencing a Restricted Stock Unit Award that, in the event of a Change in Control, the Restricted Stock Unit Award held by a Participant whose Service has
not terminated prior to such date shall be settled effective as of the date of the Change in Control to such extent as specified in such Award Agreement. 
  

	12.	COMPLIANCE WITH SECURITIES LAW. 

 The grant of Awards and the issuance of
shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities (including the Securities Act and any equivalent requirements under state laws)
and the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal
counsel to be necessary to the 

  
 22 








 
lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not
have been obtained. As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any
representation or warranty with respect thereto as may be requested by the Company. 
  

	13.	TAX WITHHOLDING. 

 13.1 Tax Withholding in General.
The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise of an Option, to make
adequate provision for the federal, state, local and foreign taxes, if any, required by law to be withheld by the Company with respect to an Award or the shares of Stock acquired pursuant thereto. The Company shall have no obligation to deliver
shares of Stock, or to make any payment in cash under the Plan until the Company’s tax withholding obligations have been satisfied by the Participant. 

13.2 Withholding in Shares. The Company shall have the right, but not the obligation, to deduct from the shares of Stock
issueable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax
withholding obligations of the Company. The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.

  

	14.	AMENDMENT OR TERMINATION OF PLAN. 

 The Committee may amend, suspend or
terminate the Plan at any time. However, without the approval of the Company’s stockholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the
provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c) no other amendment of the Plan that would require approval of the Company’s stockholders under any applicable
law, regulation or rule. No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Committee. In any event, no amendment, suspension or termination of the Plan may adversely affect
any then outstanding Award without the consent of the Participant unless necessary to comply with any applicable law, regulation or rule. 
  

	15.	MISCELLANEOUS PROVISIONS. 

 15.1 Repurchase
Rights. Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted. The Company shall have
the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company. Upon request by the Company, each Participant shall execute any agreement
evidencing such transfer restrictions prior to the 

  
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receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of
appropriate legends evidencing any such transfer restrictions. 
 15.2 Provision of Information. Each Participant
shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common stockholders. 

15.3 Rights as Employee or Director. No person, even though eligible pursuant to Section 5, shall have a right to
be selected as a Participant, or, having been so selected, to be selected again as a Participant. Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee or Director or interfere with or
limit in any way any right of the Company to terminate the Participant’s Service at any time. To the extent that an Employee of an employer other than the Company receives an Award under the Plan, that Award shall in no event be understood or
interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company. 

15.4 Rights as a Stockholder. A Participant shall have no rights as a stockholder with respect to any shares covered by
an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other
rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan. 

15.5 Fractional Shares. The Company shall not be required to issue fractional shares upon the exercise or settlement of
any Award. 
 15.6 Severability. If any one or more of the provisions (or any part thereof) of this Plan shall be held
invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not
in any way be affected or impaired thereby. 
 15.7 Beneficiary Designation. Subject to local laws and procedures,
each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of
such benefit. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the
Participant’s lifetime. If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse. If a Participant dies
without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative. 

  
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 15.8 Regulatory Law Compliance. 

(a) If the Company’s capital falls below minimum regulatory requirements, as determined by the California Department of Financial
Institutions (the “DFI”) or the Federal Deposit Insurance Corporation (the “FDIC”) (collectively, referred to as “Supervisory Authority”), the Supervisory Authority may direct the Company to require Optionees to
exercise or forfeit some or all of their Stock Options. 
 (b) The grant of any Stock Options is subject to the review and approval from
time to time of the Supervisory Authority and that in the event any Supervisory Authority interposes an objection to the issuance of Stock Options granted or to be granted hereunder, or otherwise requires or recommends that the Company cancel some
or all of Stock Options Shares, or change the terms or conditions hereof, the Company, through the Stock Option Committee or such other Committee which may be designated as empowered to make determinations with regard to this Plan, shall have the
right to take all such action required or recommended by such Supervisory Authority including, without limitation, the cancellation of Stock Options hereunder at no additional consideration to Optionees holding such Stock Options. 

  
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