ex4_4.htm


    
      

    

    EXHIBIT
      4.4

    
      Grant
        No.            

       

      1ST
        CENTURY BANCSHARES, INC.

      DIRECTOR
        AND EMPLOYEE STOCK OPTION PLAN

      


      STOCK
        OPTION AGREEMENT

      


      1st
        Century Bancshares, Inc. (the “Company”) hereby grants
        to the Optionholder named below an option to purchase the number of shares
        of
        the Company’s common stock set forth below (the “Common
        Stock”).  The terms and conditions of the Option are set
        forth in this Stock Option Agreement
        (the “Agreement”) and in the 1st Century
        Bancshares, Inc.’s Director and Employee Stock Option Plan (the
“Plan”) and the Notice of Exercise, all of which are
        enclosed herewith and incorporated herein in their
        entirety.  Capitalized terms not defined herein shall have the
        meanings assigned to them in the Plan.

       

      
        	
                Optionholder:

              	
                 

              	 
	
                Date
                  of Grant:

              	
                ,20  
                   

              	 
                 
	
                Number
                  of Shares Subject to Option:

              	
                 

              	 
	
                Exercise
                  Price Per Share:

              	
                $

              	 
	
                Expiration
                  Date:

              	
                ,20    
                  

              	 


      

      


      
        	
                Type
                  of Grant:

              	 	
                 ̈  Incentive
                  Stock Option

              	
                 ̈  Nonstatutory
                  Stock Option

              
	 	 	 	 
	
                Vesting
                  Schedule:

              	 	
                [____%
                  of the total number of shares subject to this Option shall vest
                  on [insert
                  vesting start date] and, thereafter, ____% of the shares subject
                  to this
                  Option shall vest on each anniversary of the Date of Grant until
                  fully
                  vested.]

              
	 	 	 
	
                Exercise
                  Schedule:

              	 	
                Same
                  as Vesting Schedule

              
	 	 	 
	
                Payment:

              	 	
                By
                  one or a combination of the following items (as described in Section
                  3 of
                  this Agreement or in such other manner (including a net issue exchange)
                  approved by the Board or
                  Committee):

              


      

      


      
        	 	
                By
                  cash or check

              
	 	
                Pursuant
                  to a Regulation T Program if the Shares are publicly
                  traded

              
	 	
                By
                  delivery of already-owned shares if the Shares are publicly
                  traded

              


      

       

      Acknowledgements:  By
        signing this cover sheet, you acknowledge receipt of, and understand and
        agree
        to, all of the terms and conditions described in this Agreement and in the
        Plan
        and Notice of Exercise, copies of which are also enclosed.  Further,
        you acknowledge that as of the Date of Grant, this Agreement and the Plan
        and
        Notice of Exercise set forth the entire understanding between you and the
        Company regarding the acquisition of stock in the Company and supersede all
        prior oral and written agreements (including, without limitation, any
        employment agreement with the Company) on that subject.  You
        further acknowledge that you as an executive officer or director of the Company
        have received a copy of the most recent financial statements of the Company
        and
        a copy of its most recent public reports filed with the Company’s
        regulators.

       

      
        	
                1ST
                  CENTURY BANCSHARES, INC.

              	 	
                OPTIONHOLDER:

              	 
	 	 	 	 
	
                By:

              	
                 

              	 	
                 

              	 
	
                 

              	Signature	 	
                Signature

              	 
	
                Name:

              	
                 

              	 	
                Date:

              	 	 
	
                Title:

              	
                 

              	 	 	 
	
                Date:

              	
                 

              	 	 	 
	 	 	 	 	 


      

      


      ENCLOSURES:
        Copy of the Director and Employee Stock Option Plan and Notice of Stock Option
        Exercise

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1ST
        CENTURY BANCSHARES, INC..

      DIRECTOR
        AND EMPLOYEE STOCK OPTION PLAN

      


      STOCK
        OPTION AGREEMENT

      The
        details of your Option are as follows:

       

      1.         
           Vesting.  Subject to the
        limitations contained herein, your Option will vest as provided in the cover
        sheet of this Agreement, provided that vesting will cease upon the termination
        of your Continuous Service.

       

      2.          
          Number of Shares and Exercise Price.  The
        number of shares subject to your Option and your exercise price per share
        referenced in the cover sheet of this Agreement may be adjusted from time
        to
        time for capitalization adjustments, as provided in the Plan.

       

      3.         
           Method of Payment.  Payment of the
        exercise price is due in full upon exercise of all or any part of your
        Option.  You may elect to make payment of the exercise price in cash
        or by check or in any other manner permitted in the cover sheet of this
        Agreement or by the Board of Directors, which may include one or more of
        the following:

       

      (a)           In
        the Company’s sole discretion at the time your Option is exercised and provided
        that at the time of exercise the Common Stock is publicly traded and quoted
        regularly in The Wall Street Journal, pursuant to a program developed
        under Regulation T as promulgated by the Federal Reserve Board which, prior
        to
        the issuance of Common Stock, results in either the receipt of cash (or check)
        by the Company or the receipt of irrevocable instructions to pay the aggregate
        exercise price to the Company from the sales proceeds.

       

      (b)           Provided
        that at the time of exercise the Common Stock is publicly traded and quoted
        regularly in The Wall Street Journal, by delivery of already-owned
        shares of Common Stock that either have been held for the period required
        to
        avoid a charge to the Company’s reported earnings (generally six months) or were
        not acquired, directly or indirectly from the Company, that are owned free
        and
        clear of any liens, claims, encumbrances or security interests, and that
        are
        valued at Fair Market Value on the date of exercise.  “Delivery” for
        these purposes, in the sole discretion of the Company at the time your Option
        is
        exercised, shall include delivery to the Company of your attestation of
        ownership of such shares of Common Stock in a form approved by the
        Company.  Notwithstanding the foregoing, your Option may not be
        exercised by tender to the Company of Common Stock to the extent such tender
        would constitute a violation of the provisions of any law, regulation or
        agreement restricting the redemption of the Company’s stock.

       

      4.          
          Whole Shares.  Your Option may only be
        exercised for whole shares.

       

      5.           
         Securities Law Compliance.  Notwithstanding
        anything to the contrary contained herein, your Option may not be exercised
        unless the shares issuable upon exercise of your Option are then registered
        under the Securities Act or, if such shares are not then so registered, the
        Company has determined that such exercise and issuance would be exempt from
        the
        registration requirements of the Securities Act.  The exercise of your
        Option must also comply with other applicable laws and regulations governing
        the
        Option, and the Option may not be exercised if the Company determines that
        the
        exercise would not be in material compliance with such laws and
        regulations.

       

      6.       
             Term.  The term of your
        Option commences on the Date of Grant and expires upon the earliest of
        the following:

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
         

        (a)           The
          date of termination of your employment relationship with the Company or
          any of
          its Affiliates or status as an officer or director of the Company or any
          of its
          Affiliates, as applicable, if such termination is for Cause (as such term
          is
          hereinafter defined).  For purposes of this Agreement, the term
“Cause” means termination for any of the following
          reasons:  (i) your willful failure substantially to perform your
          duties and responsibilities to the Company or deliberate violation of a
          Company
          policy; (ii) your commission of any act of fraud, embezzlement, dishonesty
          or
          any other willful misconduct that is caused or is reasonably expected to
          result
          in material injury to the Company; (iii) unauthorized use or disclosure
          by you
          of any proprietary information or trade secrets of the Company, or any
          other
          party to whom you owe an obligation of nondisclosure as a result of your
          relationship with the Company; or (iv) your willful breach of any of your
          obligations under any written agreement or covenant with the
          Company.  The determination as to whether you are being terminated for
          Cause shall be made in good faith by the Company and shall be final and
          binding
          on you.  The foregoing definition does not in any way limit the
          Company’s ability to terminate your employment relationship and/or status as a
          director or officer with the Company at any time as provided in Section
          9
          below.  For purposes of this Section 6(a), the term “Company” will be
          interpreted to include any of its Affiliates, if appropriate.

         

      

      (b)           three
        (3) months after the termination of your Continuous Service for any reason
        other
        than a termination for Cause or by reason of Disability or death, provided
        that
        if during any part of such three (3) month period the Option is not exercisable
        solely because of the condition set forth in paragraph 6, the Option shall
        not
        expire until the earlier of the Expiration Date or until it shall have been
        exercisable for an aggregate period of three (3) months after the termination
        of
        your Continuous Service;

       

      (c)           twelve
        (12) months after the termination of your Continuous Service due to Disability
        (as defined in the Plan);

       

      (d)           twelve
        (12) months after your death if you die either during your Continuous Service
        or
        within three (3) months after your Continuous Service terminates;

       

      (e)           the
        Expiration Date indicated in the cover sheet of this Agreement; or

       

      (f)           the
        tenth (10th) anniversary of the Date of Grant.

       

      If
        your
        Option is an Incentive Stock Option, note that, to obtain the federal income
        tax
        advantages associated with an “Incentive Stock Option,” the Code requires that
        at all times beginning on the date of grant of the Option and ending on the
        day
        three (3) months before the date of the Option’s exercise, you must be an
        employee of the Company or an Affiliate, except in the event of your death
        or
        your Disability.  The Company has provided for extended exercisability
        of your Option under certain circumstances for your benefit, but cannot
        guarantee that your Option will necessarily be treated as an “Incentive Stock
        Option” if you provide services to the Company or any Affiliate as a Director or
        if you exercise your Option more than three (3) months after the date your
        employment with the Company or an Affiliate terminates.

       

      7.          
          Exercise.

       

      (a)           You
        may exercise the vested portion of your Option during its term by delivering
        a
        Notice of Exercise (in a form designated by the Company) together with the
        exercise price to the Secretary of the Company, or to such other person as
        the
        Company may designate, during regular business hours, together with such
        additional documents as the Company may then require.

       

      (b)           By
        exercising your Option you agree that, as a condition to any exercise of
        your
        Option, the Company may require you to enter an arrangement providing for
        the
        payment by you to the Company of any tax withholding obligation of the Company
        arising by reason of (1) the exercise of your Option, (2) the lapse of any
        substantial risk of forfeiture to which the shares are subject at the time
        of
        exercise or (3) the disposition of shares acquired upon such
        exercise.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (c)           If
        your Option is an Incentive Stock Option, by exercising your Option you agree
        that you will notify the Company in writing within fifteen (15) days after
        the
        date of any disposition of any of the shares of the Common Stock issued upon
        exercise of your Option that occurs within two (2) years after the date of
        your
        Option grant or within one (1) year after such shares of Common Stock are
        transferred upon exercise of your Option.

       

      (d)           By
        exercising your Option you agree that the Company (or a representative of
        the
        underwriters) may, in connection with the first underwritten registration
        of the
        offering of any securities of the Company under the Securities Act, as
        applicable to national banks, require that you not sell, dispose of, transfer,
        make any short sale of, grant any option for the purchase of, or enter into
        any
        hedging or similar transaction with the same economic effect as a sale, any
        shares of Common Stock or other securities of the Company held by you, for
        a
        period of time specified by the underwriter(s) following the effective date
        of
        the registration statement of the Company filed under the Securities Act,
        as
        applicable to national banks.  You further agree to execute and
        deliver such other agreements as may be reasonably requested by the Company
        and/or the underwriter(s) which are consistent with the foregoing or which
        are
        necessary to give further effect thereto.  In order to enforce the
        foregoing covenant, the Company may impose stop-transfer instructions with
        respect to your Common Stock until the end of such period.

       

      8.            Transferability.  Your
        Option is not transferable, except by will or by the laws of descent and
        distribution, and is exercisable during your life only by you; provided,
        however, and to the extent permitted by applicable law and regulation,
        Nonstatutory Stock Options may be transferred for no value to any intervivos
        or
        terminating trust, which shall agree in writing to be bound by the terms
        of this
        Agreement and the Plan, established for estate planning purposes for the
        sole
        and exclusive benefit of such owner of the Option, one or more members of
        such
        owners’ family that are related to such owner (which member shall include,
        without limitation, the spouse, adopted children and stepchildren of such
        owner)
        and/or any other lineal descendants of such owner and in which such owner
        is a
        trustee thereof.  Notwithstanding anything to the contrary, by
        delivering written notice to the Company, in a form satisfactory to the Company,
        you may designate a third party who, in the event of your death, shall
        thereafter be entitled to exercise your Option.

       

      9.       
            Option Not a Service
        Contract.  Your Option is not an employment or service
        contract, and nothing in your Option shall be deemed to create in any way
        whatsoever any obligation on your part to continue in the employ of the Company
        or an Affiliate, or of the Company or an Affiliate to continue your
        employment.  In addition, nothing in your Option shall obligate the
        Company or an Affiliate, their respective shareholders, Boards of Directors,
        Officers or Employees to continue any relationship that you might have as
        a
        Director for the Company or an Affiliate.

       

      10.          Withholding
        Obligations.

       

      (a)           At
        the time your Option is exercised, in whole or in part, or at any time
        thereafter as requested by the Company, you hereby authorize withholding
        from
        payroll and any other amounts payable to you, and otherwise agree to make
        adequate provision for (including by means of a “cashless exercise” pursuant to
        a program developed under Regulation T as promulgated by the Federal Reserve
        Board to the extent permitted by the Company), any sums required to satisfy
        the
        federal, state, local and foreign tax withholding obligations of the Company
        or
        an Affiliate, if any, which arise in connection with your Option.

       

      (b)           Upon
        your request and subject to approval by the Company, in its sole discretion,
        and
        compliance with any applicable conditions or restrictions of law, the Company
        may withhold from fully vested shares of Common Stock otherwise issuable
        to you
        upon the exercise of your Option a number of whole shares having a Fair Market
        Value, determined by the Company as of the date of exercise, not in excess
        of
        the minimum amount of tax required to be withheld by law.  If the date
        of determination of any tax withholding obligation is deferred to a date
        later
        than the date of exercise of your Option, share withholding pursuant to the
        preceding sentence shall not be permitted unless you make a proper and timely
        election under Section 83(b) of the Code, covering the aggregate number of
        shares of Common Stock acquired upon such exercise with respect to which
        such
        determination is otherwise deferred, to accelerate the determination of such
        tax
        withholding obligation to the date of exercise of your
        Option.  Notwithstanding the filing of such election, shares shall be
        withheld solely from fully vested shares of Common Stock determined as of
        the
        date of exercise of your Option that are otherwise issuable to you upon such
        exercise.  Any adverse consequences to you arising in connection with
        such share withholding procedure shall be your sole responsibility.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (c)           Your
        Option is not exercisable unless the tax withholding obligations of the Company
        and/or any Affiliate are satisfied.  Accordingly, you may not be able
        to exercise your Option when desired even though your Option is vested, and
        the
        Company shall have no obligation to issue a certificate for such shares or
        release such shares from any escrow provided for herein.

       

      11.           Notices.  Any
        notices provided for in your Option or the Plan shall be given in writing
        and
        shall be deemed effectively given upon receipt or, in the case of notices
        delivered by the Company to you, five (5) days after deposit in the United
        States mail, postage prepaid, addressed to you at the last address you provided
        to the Company.

       

      12.           Governing
        Plan Document.  Your Option is subject to all the provisions
        of the Plan, the provisions of which are hereby made a part of your Option,
        and
        is further subject to all interpretations, amendments, rules and regulations
        which may from time to time be promulgated and adopted pursuant to the
        Plan.  In the event of any conflict between the provisions of your
        Option and those of the Plan, the provisions of the Plan shall
        control.

       

      By
        signing the cover sheet of this Agreement, you agree to all of the term and
        conditions described above and in the Plan.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      NOTICE
        OF STOCK OPTION EXERCISE

       

      DIRECTOR
        AND EMPLOYEE STOCK OPTION PLAN (THE “PLAN”)

       

      
        	
                1st
                  Century
                  Bancshares, Inc.

              	 	 
	
                1875
                  Century Park East, Suite 1400

              	 	 
	
                Los
                  Angeles, CA 90067

              	
                Date
                  of Exercise: 

              	 


      

       

      Ladies
        and Gentlemen:

       

      This
        constitutes notice under my Option that I elect to purchase the number of
        shares
        for the price set forth below.

       

      
        	
                Type
                  of option (check one):

              	 	
                Incentive
                   ̈

              	
                Nonstatutory
                   ̈

              	 
	 	 	 	 	 
	
                Stock
                  option dated:

              	 	 	 
	 	 	 	 
	
                Number
                  of shares as to which option is exercised:

              	 	 	 
	 	 	 	 
	
                Certificates
                  to be issued in name of:

              	 	 	 
	 	 	 	 
	
                Total
                  exercise price:

              	 	 	 
	 	 	 	 
	
                Cash
                  payment delivered herewith:

              	 	 	 
	 	 	 	 
	
                Options
                  surrendered (for net issue exercise):

              	 	 	 


      

       

      By
        this
        exercise, I as a director or executive officer of the Company agree (a) to
        provide such additional documents as you may require pursuant to the terms
        of
        the 1st Century Bancshares, Inc. Director and Employee Stock Option Plan,
        (b) to
        provide for the payment by me to you (in the manner designated by you) of
        your
        withholding obligation, if any, relating to the exercise of this option,
        and (c)
        if this exercise relates to an Incentive Stock Option, to notify you in writing
        within fifteen (15) days after the date of any disposition of any of the
        shares
        of Common Stock issued upon exercise of this option that occurs within two
        (2)
        years after the date of grant of this option or within one (1) year after
        such
        shares of Common Stock are issued upon exercise of this option.

       

      I
        hereby
        make the following certifications and representations with respect to the
        number
        of shares of Common Stock of the Company listed above (the
“Shares”), which are being acquired by me for my own
        account upon exercise of the Option as set forth above:

       

      I
        acknowledge that the Shares have not been registered under the Securities
        Act of
        1933, as amended (the “Securities Act”), and are
        deemed to constitute “restricted securities” under the Securities Act, and, if I
        am an “affiliate” of the Company (as such term is defined in Rule 144 of the
        Securities Act) control securities” under Rule 144.  I warrant and
        represent to the Company that I have no present intention of distributing
        or
        selling said Shares, except as permitted under the Securities Act and any
        applicable state securities laws.  I further warrant and represent
        that I have received the most recent copy of the Company’s financial statements
        and its most recent public reports.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      I
        further
        acknowledge that I will not be able to resell the Shares for at least ninety
        days (90) after the stock of the Company becomes publicly traded (i.e.,
        subject to the reporting requirements of Section 13 or 15(d) of the
        Securities Exchange Act of 1934) under Rule 701 and that more restrictive
        conditions apply to affiliates of the Company under Rule 144.

       

      I
        further
        acknowledge that all certificates representing any of the Shares subject
        to the
        provisions of the Option shall have endorsed thereon appropriate legends
        reflecting the foregoing limitations, as well as any legends reflecting
        restrictions pursuant to the Company’s Articles of Association, Bylaws and/or
        applicable securities laws.

       

      I
        further
        acknowledge that there may be tax consequences as a result of the purchase
        or
        disposition of the Shares, and I have consulted with any tax consultants
        I
        wished to consult and I am not relying on the Company for any tax
        advise.

       

      I
        further
        agree that, if required by the Company (or a representative of the underwriters)
        in connection with the first underwritten registration of the offering of
        any
        securities of the Company under the Securities Act, I will not sell, dispose
        of,
        transfer, make any short sale of, grant any option for the purchase of, or
        enter
        into any hedging or similar transaction with the same economic effect as
        a sale
        of any shares of Common Stock or other securities of the Company during such
        period following the effective date of the registration statement of the
        Company
        filed under the Securities Act as may be requested by the Company or the
        representative of the underwriters.  I further agree to execute and
        deliver such other agreements as may be reasonably requested by the Company
        and/or the underwriters which are consistent with the foregoing or which
        are
        necessary to give further effect thereto and that the Company may impose
        stop-transfer instructions with respect to securities subject to the foregoing
        restrictions until the end of such period.

       

      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                ______________