Exhibit No. 10.3


 


MANHATTAN BANCORP


2010 EQUITY INCENTIVE PLAN


 


NOTICE OF GRANT AND
RESTRICTED STOCK AGREEMENT


 


You have been granted the number of Common
Shares of Restricted Stock of Manhattan Bancorp (the “Company”), as set
forth below (“Common Shares”), subject to the terms and conditions of
the Manhattan Bancorp 2010 Equity Incentive Plan (“Plan”), and this
Notice of Grant and Restricted Stock Agreement including the attachments hereto
(collectively, “Notice and Agreement”). 
Unless otherwise defined in this Notice and Agreement, terms with
initial capital letters shall have the meanings set forth in the Plan.


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Home
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security Number:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number
  of Common Shares of Restricted Stock Granted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
  [            ],
  20   

  
	
   

  	
   

  	
   

  
	
  Period
  of Restriction and Release of Common Shares from Company’s Return Right (see
  Sections 2 and 3 of attached Agreement)

  	
   

  	
  [Insert
  vesting schedule]

  



 


By signing below, you accept this grant of
Common Shares and you hereby represent that you: (i) agree to the terms
and conditions of this Notice and Agreement and the Plan; (ii) have
reviewed the Plan and this Notice and Agreement in their entirety, and have had
an opportunity to obtain the advice of legal counsel and/or your tax advisor
with respect thereto; (iii) fully understand and accept all provisions
hereof; (iv) agree to accept as binding, conclusive, and final all of the
Board of Director’s decisions regarding, and all interpretations of, the Plan
and this Notice and Agreement; and (v) agree to notify the Company upon
any change in your home address indicated above.


 


 


	
   

  	
  AGREED
  AND ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  
	
   

  	
   

  
	
   

  	
  Print
  Name:

  



 

















 


MANHATTAN BANCORP


2010 EQUITY INCENTIVE PLAN


 


RESTRICTED
STOCK AGREEMENT


 


1.                                       Grant of
Restricted Stock.  The Company
has granted to you the number of Common Shares of Restricted Stock specified in
the Notice of Grant on the preceding page (“Notice of Grant”),
subject to the following terms and conditions. 
In consideration of such grant, you agree to be bound by such terms and
conditions, and by the terms and conditions of the Plan.


 


2.                                       Period of
Restriction.  During the
Period of Restriction specified in the Notice of Grant, the Common Shares shall
remain subject to the Company’s Return Right (defined in Section 3).  The Period of Restriction shall expire and
the Company’s Return Right shall lapse as to the Common Shares granted in the
amount(s) and on the date(s) specified in the Notice of Grant (each,
a “Release Date”); provided, however, that no Common Shares shall be
released on any Release Date if the Participant has ceased continuous status as
an employee or director on or prior to such date.  Any and all Common Shares subject to the
Company’s Return Right at any time shall be defined in this Notice and
Agreement as “Unreleased Common Shares.”


 


3.                                       Return of Restricted Stock
to Company.  If
Participant ceases continuous status as an employee or director for any reason
(a “Return Event”), the Company shall become the legal and beneficial
owner of the Unreleased Common Shares and all rights and interests therein or
relating thereto, and the Company shall have the right to retain and transfer
such Unreleased Common Shares to its own name (“Return Right”).  The Participant shall continue to own any Common
Shares subject to the terms of the Plan and this Notice and Agreement with
respect to which the Participant has continuous status as an employee or
director through the Release Date(s) specified in the Notice of Grant for
such Common Shares.


 


4.                                       Restriction on
Transfer. Except for the transfer of the Common Shares to
the Company or its assignees contemplated by this Notice and Agreement, none of
the Common Shares or any beneficial interest therein shall be transferred,
encumbered or otherwise disposed of in any way until the Release Date for such
Common Shares set forth in this Notice and Agreement. In addition, as a
condition to any transfer of the Common Shares after such Release Date, the
Company may, in its discretion, require: (i) that either (a) a
registration statement under the Securities Act of 1933, as amended (“Securities
Act”) with respect to the Common Shares shall be effective, or (b) in
the opinion of counsel for the Company, the proposed purchase shall be exempt
from registration under the Securities Act and the Participant shall have
entered into agreements with the Company as reasonably required; and (ii) fulfillment
of any other requirements deemed necessary by counsel for the Company to comply
with Applicable Law.


 


5.                                       Retention of
Common Shares.  To ensure
the availability for delivery of the Participant’s Unreleased Common Shares
upon their return to the Company pursuant to this Notice and Agreement, the
Company shall retain possession of the share certificates representing the
Unreleased Common Shares, together with a stock assignment duly endorsed in
blank, attached hereto as Exhibit A.  The Company shall hold the Unreleased Common
Shares until the Release Date for such Common Shares.  In addition, the Company may require the
spouse of Participant, if any, to execute and deliver to the Company the
Consent of Spouse in the form attached hereto as Exhibit B.  When a Return Event or Release Date occurs,
the Company shall promptly deliver the certificate for the applicable Common
Shares to the Company or to the Participant, as the case may be.


 


6.         Stockholder Rights.  Subject to the terms hereof, the Participant
shall have all the rights of a stockholder with respect to the Common Shares
while they are retained by the Company pursuant to 


 

















 


Section 5,
including without limitation, the right to vote the Common Shares and to
receive any cash dividends declared thereon. 
If, from time to time prior to the Release Date, there is any stock
dividend, stock split or other change in the Common Shares, any and all new,
substituted or additional securities to which the Participant shall be entitled
by reason of the Participant’s ownership of the Common Shares shall be
immediately subject to the terms of this Notice and Agreement and included
thereafter as “Common Shares” for purposes of this Notice and Agreement.


 


7.                                       Legends.  The share certificate evidencing the Common
Shares, if any, issued hereunder shall be endorsed with the following legend
(in addition to any legend required under applicable state securities laws):


 


THE TRANSFERABILITY OF THIS
CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE
RESTRICTIONS, TERMS AND CONDITIONS (INCLUDING FORFEITURE PROVISIONS AND
RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE MANHATTAN BANCORP 2010 EQUITY
INCENTIVE PLAN AND RELATED AWARD AGREEMENT, AND SUCH RULES, REGULATIONS AND
INTERPRETATIONS AS MANHATTAN BANCORP’S BOARD OF DIRECTORS MAY ADOPT.  COPIES OF THE PLAN, AWARD AGREEMENT AND RULES
REGULATIONS AND INTERPRETATIONS, IF ANY, ARE ON FILE AT THE PRINCIPAL EXECUTIVE
OFFICE OF MANHATTAN BANCORP, 2141 ROSECRANS AVENUE, SUITE 1160, EL SEGUNDO,
CALIFORNIA 90425.


 


8.                                       U.S. Tax
Consequences.  The
Participant has reviewed with the Participant’s own tax advisors the federal,
state, local and foreign tax consequences of this investment and the
transactions contemplated by this Notice and Agreement.  The Participant is relying solely on such
advisors and not on any statements or representations of the Company or any of
its employees or agents.  The Participant
understands that the Participant (and not the Company) shall be responsible for
the Participant’s own tax liability that may arise as a result of the
transactions contemplated by this Notice and Agreement.  The Participant understands that for U.S.
taxpayers, Section 83 of the Internal Revenue Code of 1986, as amended
(the “Code”), taxes as ordinary income the difference between the
purchase price for the Common Shares, if any, and the fair market value of the
Common Shares as of the date any restrictions on the Common Shares lapse.  In this context, “restriction” includes the
right of the Company to the return of the Common Shares upon a Return
Event.  The Participant understands that
if he/she is a U.S. taxpayer, the Participant may elect to be taxed at the time
the Common Shares are awarded as Restricted Stock rather than when and as the
Return Right expires by filing an election under Section 83(b) of the
Code with the IRS within 30 days from the date of acquisition.  The form for making this election is attached
as Exhibit C hereto.


 


THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b),
IF APPLICABLE, EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.


 

















 


9.                                       General.


 


(a)                                  This Notice and
Agreement shall be governed by and construed under the laws of the State of
California.  The Notice and Agreement and
the Plan, which is incorporated herein by reference, represent the entire
agreement between the parties with respect to the Common Shares of Restricted
Stock granted to the Participant.  In the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Notice and Agreement, the terms and conditions of the
Plan shall prevail.


 


(b)                                 Any notice,
demand or request required or permitted to be delivered by either the Company
or the Participant pursuant to the terms of this Notice and Agreement shall be
in writing and shall be deemed given when delivered personally, deposited with
an international courier service, or deposited in the U.S. Mail, First Class with
postage prepaid, and addressed to the parties at the addresses set forth in the
Notice of Grant, or such other address as a party may request by notifying the
other in writing.


 


(c)                                  The rights of
the Company under this Notice and Agreement and the Plan shall be transferable
to any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. The rights and obligations of the Participant under this Notice
and Agreement may only be assigned with the prior written consent of the
Company.


 


(d)                                 The Participant
agrees upon request to execute any further documents or instruments necessary
or desirable to carry out the purposes or intent of this Notice and Agreement.


 


(e)                                  PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE RELEASE OF COMMON SHARES PURSUANT TO THIS
AGREEMENT SHALL BE EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR
DIRECTOR, AND NOT THROUGH THE ACT OF BEING HIRED, APPOINTED OR OBTAINING COMMON
SHARES HEREUNDER.


 


#####


 

















 


EXHIBIT A


 


ASSIGNMENT SEPARATE FROM
CERTIFICATE


 


FOR
VALUE RECEIVED I,                                                                       ,
hereby sell, assign and transfer unto
                                                                              (                    )
Common Shares of Manhattan Bancorp standing in my name of the books of said
corporation represented by Certificate No.                 
herewith and do hereby irrevocably constitute and appoint
                                                                                                                  
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.


 


This
Stock Assignment may be used only in accordance with the Notice of Grant and
the Restricted Stock Agreement between Manhattan Bancorp and the undersigned
dated                          ,
20    .


 


	
   

  	
  Dated:
                                ,
  20

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  



 


INSTRUCTIONS:


 


Please DO NOT fill in any blanks other than
the signature lines.


 


The purpose of this assignment is to enable the Company to
receive the return of the Common Shares as set forth in the Notice and
Agreement, without requiring additional signatures on the part of the
Participant.


 

















 


EXHIBIT B


 


CONSENT OF SPOUSE


 


I,
                                                            ,
spouse of                                                     ,
have read and approve the foregoing Notice of Grant and Restricted Stock
Agreement (the “Notice and Agreement”). 
In consideration of the Company’s grant to my spouse of the Common
Shares of Manhattan Bancorp. as set forth in the Notice and Agreement, I hereby
appoint my spouse as my attorney-in-fact in respect to the exercise of any
rights under the Notice and Agreement and agree to be bound by the provisions
of the Notice and Agreement insofar as I may have any rights in said Notice and
Agreement or any Common Shares issued pursuant thereto under the community
property laws or similar laws relating to marital property in effect in the
state or country of our residence as of the date of the signing of the
foregoing Notice and Agreement.


 


 


	
  Dated:
                                ,
  20

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  of Spouse

  	
   

  
	
   

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  
			



 

















 


EXHIBIT C


 


ELECTION UNDER SECTION 83(b)


OF THE U.S. INTERNAL REVENUE CODE OF 1986


 


The undersigned taxpayer hereby elects, pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, to include in taxpayer’s gross
income for the current taxable year the amount of any compensation taxable to
taxpayer in connection with his or her receipt of the property described below:


 


1.               The name, address, taxpayer
identification number and taxable year of the undersigned are as follows:


 


	
  Name:

  	
   

  	
   

  
	
  Spouse:

  	
   

  	
   

  
	
  Taxpayer
  I.D. No.:

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax
  Year:

  	
   

  	
   

  



 


2.               The property with respect to
which the election is made is described as follows:
                                    (                )
shares of the common stock (“Common Shares”) of Manhattan Bancorp (the “Company”).


 


3.                                       The date on
which the property was transferred is                             ,
20    .


 


4.               The property is subject to
the following restrictions:


 


The
Common Shares are required to be returned to the Company in the event that the
undersigned ceases to perform services for the Company through certain dates
specified in the Notice of Grant and Restricted Stock Agreement between me and
the Company dated as of
                      ,
20    .  This right
lapses with regard to a portion of the Common Shares based on my Continuous
Status as an Employee, Consultant or Director over time.


 


5.               The fair market value at the
time of transfer, determined without regard to any restriction other than a
restriction which by its terms will never lapse, of such property is:  $                                            .


 


6.               The amount (if any) paid for
such property is:


 


The undersigned has
submitted a copy of this statement to the person for whom the services were
performed in connection with the undersigned’s receipt of the above-described
property. The transferee of such property is the person performing the services
in connection with the transfer of said property.  The undersigned understands that the
foregoing election may not be revoked except with the consent of the
Commissioner.


 

















 


	
  Dated:                                      ,
  20

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  of Taxpayer

  
	
   

  	
   

  	
   

  
	
  The
  undersigned spouse of taxpayer joins in this election.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:                                      ,
  20

  	
   

  	
   

  
	
   

  	
   

  	
  Spouse
  of Taxpayer