Exhibit No. 10.2


 


MANHATTAN BANCORP


2010 EQUITY INCENTIVE PLAN


 


NOTICE OF STOCK OPTION GRANT
AND AGREEMENT


 


	
  Name:

  	
   

  	
  Option Number:

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Plan Name:

  	
   

  	
  2010 Equity Incentive Plan

  



 


1.  Grant
of Option.  Effective
                    ,
20    , (“Grant Date”), you have been granted [an Incentive Option/a Nonqualified Stock Option]
to purchase
                        
(          ) shares of
Manhattan Bancorp common stock (“Shares”) at an Exercise Price of
$             per
share (“Option”) pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan
(the “Plan”).  Except as otherwise
defined herein, terms with initial capital letters shall have the same meanings
set forth in the Plan.  The terms and
conditions of the Plan are incorporated herein by this reference.  Subject to the terms and conditions of the
Plan, this Option shall become vested and exercisable as follows:


 


[Insert
vesting schedule]


 


2.  Exercise
of Option.  This Option shall be
exercisable only with respect to the underlying shares that have become vested
by delivery of an exercise notice in the form attached as Exhibit A
(the “Exercise Notice”), which shall state the election to exercise the Option,
the number of Shares with respect to which the Option is being exercised.  This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice accompanied
by the aggregate Exercise Price and tax withholding to the extent applicable.


 


3.  Acknowledgements.  By accepting this grant and exercising any
portion of the Option, you represent that you: (i) agree to the terms and
conditions of this Notice and Agreement and the Plan; (ii) have reviewed
the Plan and the 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 Administrator’s
decisions regarding, and all interpretations of, the Plan and the Notice and
Agreement; and (v) agree to notify the Company upon any change in your
home address indicated above.


 

















 


Please return a signed copy of this Notice of Stock
Option Grant and Agreement to [insert contact
name and address of the Company], and retain a copy for your
records.


 


	
   

  	
   

  
	
   

  	
  For Manhattan Bancorp:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
  [Insert Title]

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
  [Insert Title]

  



 

















 


EXHIBIT
A


 


2010 EQUITY INCENTIVE PLAN


 


EXERCISE NOTICE


 


Manhattan Bancorp


2141 Rosecrans Avenue, Suite 1160


El Segundo, California 90245


 


Attention: Secretary


 


1.             Effective as of today,
                            ,
the undersigned (the “Participant”) hereby elects to exercise the Participant’s
option to purchase
                      
shares of Manhattan Bancorp (the “Company”) common stock (“Shares”), under and
pursuant to the Manhattan Bancorp 2010 Equity Incentive Plan (the “Plan”) and
the Notice of Stock Option Grant and Agreement (the “Notice and Agreement”)
dated
                            ,
                .  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Exercise
Notice.


 


2.             Representations of the
Participant.  The Participant
acknowledges that the Participant has received, read and understood the Plan
and the Notice and Agreement and agrees to abide by and be bound by their terms
and conditions.


 


3.             Rights as Stockholder.  Until the stock certificate evidencing such
Shares is issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a stockholder shall exist with respect
to the Shares, notwithstanding the exercise of the option.  The Company shall issue (or cause to be
issued) such stock certificate promptly after the option is exercised.  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 4 of the Plan.


 


4.             Delivery of Payment.  The Participant herewith delivers to the
Company the full Exercise Price for the Shares purchased pursuant to this
Exercise Notice, which, to the extent selected, shall be deemed to be satisfied
by use of the broker-dealer sale and remittance procedure to pay the Exercise
Price provided in Section 6(c)(vi) of the Plan.


 


5.             Tax Consultation.  The Participant understands that the
Participant may suffer adverse tax consequences as a result of the Participant’s
purchase or disposition of the Shares. 
The Participant represents that the Participant has had the opportunity
to consult with any tax consultants the Participant deems advisable in
connection with the purchase or disposition of the Shares and that the
Participant is not relying on the Company for any tax advice.


 


6.             Taxes.  The Participant agrees to satisfy all
applicable federal, state and local income and employment tax withholding
obligations and herewith delivers to the Company the full amount of such
obligations or has made arrangements acceptable to the Company to satisfy such
obligations.  In the case of an Incentive
Option, the Participant also agrees, as partial consideration for the
designation of the option as an Incentive Option, to notify the Company in
writing within thirty (30) days of any disposition of any shares acquired by
exercise of the option if such disposition occurs 


 

















 


within
two (2) years from the Date of Award or within one (1) year from the
date the Shares were transferred to the Participant.


 


7.             Successors and Assigns.  The Company may assign any of its rights
under this Exercise Notice to single or multiple assignees, and this agreement
shall inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon the Participant
and his or her heirs, executors, administrators, successors and assigns.


 


8.             Administration and
Interpretation.  The Participant
hereby agrees that any question or dispute regarding the administration or
interpretation of this Exercise Notice shall be submitted by the Participant or
by the Company to the Board of Directors. 
The resolution of such question or dispute by the Board of Directors
shall be final and binding on all persons.


 


9.             Entire Agreement.  The Plan and the Notice and Agreement are
incorporated herein by reference and together with this Exercise Notice
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Participant with respect to the subject
matter hereof, and may not be modified adversely to the Participant’s interest
except by means of a writing signed by the Company and the Participant.  Nothing in the Plan, the Notice and Agreement
and this Exercise Notice (except as expressly provided therein) is intended to
confer any rights or remedies on any persons other than the parties.


 


	
  Submitted by:

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
  PARTICIPANT:

  	
   

  	
  MANHATTAN BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature)

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  Address: