ex4_5.htm


    
      
        

      

    

    
      EXHIBIT
        4.5

      


      FORM
        OF RESTRICTED STOCK AWARD
        AGREEMENT

      


      1ST
        CENTURY
        BANCSHARES, INC.

      EQUITY
        INCENTIVE PLAN

      


      NOTICE
        OF
        GRANT

      AND

      RESTRICTED
        STOCK

      AGREEMENT

      


      You
        have
        been granted the number of Shares of Restricted Stock of the Company set
        forth
        below (“Shares”), subject
        to
        the terms and conditions of the 1st
Century
        Bancshares, Inc.’s Equity Incentive Plan (“Plan”), and
        this
        Notice of Grant and Restricted Stock Agreement (collectively, “Notice and
        Agreement”).  Unless otherwise defined, capitalized terms in
        the Notice and Agreement shall have the same meanings set forth in the
        Plan.  Unless otherwise defined in the Notice and Agreement, terms
        with initial capital letters shall have the meanings set forth in the
        Plan.

       

      


      
        	
                Participant:

              	 
	 	 
	
                Home
                  Address:

              	 
	 	 
	
                Soc.
                  Sec. No.:

              	 
	
                Number
                  of Shares of Restricted Stock Granted:

              	 
	 	 
	
                Grant
                  Date:

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

              	
                During
                  the Period of Restriction, the Shares shall be subject to the Company’s
                  Return Right, which shall lapse as
                  follows:  

              


      

      


      By
        signing below, you accept this grant of 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 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.

       

       

      
        	 	
                AGREED
                  AND ACCEPTED:

              
	
                 

              	
                Signature:

              
	
                 

              	
                Print
                  Name:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      ASSIGNMENT
        SEPARATE FROM CERTIFICATE

      


      


      FOR
        VALUE
        RECEIVED I, __________________________, hereby sell, assign and transfer
        unto
        _______________________________________(__________) shares of the Common
        Stock
        of 1st
        Century
        Bancshares, Inc. 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 1st
        Century
        Bancshares, Inc. and the undersigned dated_____________, 200_.

      


      


      Dated:
        _______________, 200__


      


      
        	 	
                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 exercise its Return Right 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
        shares
        of 1st
        Century
        Bancshares, Inc. 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
        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:
        _______________, 200 __


      


      
        	 	 	 
	 	
                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 of 1st
        Century
        Bancshares, Inc. (the "Company").

      


      3.           The
        date on which the property was transferred is ______________, 200_.

      


      4.           The
        property is subject to the following restrictions:

      


      The
        Shares are subject to the Company’s Return Right as specified in the Notice of
        Grant and Restricted Stock Agreement between me and the Company dated as
        of
        ___________, 200_. This right lapses with regard to a portion of the Shares
        based on the Participant’s Continued 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:  ZERO.

      


      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:   ___________________,
                  200_

              	 	 	 	 
	 	 	 	
                Signature
                  of Taxpayer

              	 


      

      


      The
        undersigned spouse of taxpayer joins in this election.

      


      
        	
                Dated:   ___________________,
                  200_

              	 	 	 	 
	 	 	
              	
                Spouse
                  of Taxpayer

              	 


      

    

     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      RESTRICTED
        STOCK AGREEMENT

      


      1.           Grant
        of Restricted
        Stock.  The Company has granted to you the number of 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 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 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 Shares shall be released on any Release Date if
        the
        Participant has ceased Continuous Status as an Employee, Consultant or Director
        on or prior to such date.  Any and all Shares subject to the Company’s
        Return Right  at any time shall be defined in this Notice and
        Agreement as “Unreleased
        Shares.”

      


      3.           Company’s
        Return
        Right.  If Participant ceases Continuous Status as an Employee,
        Consultant or Director for any reason (including death or Disability), or
        in the
        event of Participant’s Misconduct, the Company shall have the right to claim the
        return of some or all of the Participant’s Unreleased Shares for a period of
        sixty (60) days from the effective date of Participant’s termination or
        Misconduct, as the case may be (“Return
        Right”).  If the Company elects to claim the return of any or
        all of the Unreleased Shares, it shall deliver a written notice of such election
        to the Participant (or the Participant's executor) within such 60-day period,
        whereupon the Company shall become the legal and beneficial owner of the
        Unreleased Shares and all rights and interests therein or relating thereto,
        and
        the Company shall have the right to retain and transfer such Unreleased Shares
        to its own name.  If the Company does not timely exercise its Return
        Right as set forth above, the Participant shall continue to own the Shares
        subject to the terms of the Plan and this Notice and Agreement until the
        Shares
        are released from the Company’s Return Right on the Release Date(s) specified in
        the Notice of Grant.

      


      4.           Restriction
        on
        Transfer. Except for the transfer of the Shares to the Company or its
        assignees contemplated by this Notice and Agreement, none of the Shares or
        any
        beneficial interest therein shall be transferred, encumbered or otherwise
        disposed of in any way until such Shares are released from the Company's
        Return
        Right in accordance with this Notice and Agreement. In addition, as a condition
        to any transfer of the Shares after expiration of the Company’s Return Right,
        the Company may, in its discretion, require: (i) that the Shares shall have
        been
        duly listed upon any national securities exchange or automated quotation
        system
        on which the Company's Common Stock may then be listed or quoted; (ii) that
        either (a) a registration statement under the Securities Act of 1933, as
        amended
        (“Securities
        Act”) with respect to the 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 (iii) fulfillment
        of any other requirements deemed necessary by counsel for the Company to
        comply
        with Applicable Law.

      


      5.           Retention
        of
        Shares.  To ensure the availability for delivery of the
        Participant's Unreleased Shares upon their return to the Company pursuant
        to the
        Company’s Return Right, the Company shall retain possession of the share
        certificates representing the Unreleased Shares, together with a stock
        assignment duly endorsed in blank, attached hereto as Exhibit
        A.  The Company shall hold the Unreleased Shares and related
        stock assignment until the Company's Return Right expires as to such 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 the Return Right has been exercised or expires, the
        Company shall promptly deliver the certificate to the Company or 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 Shares while they
        are
        retained by the Company pursuant to Section 5, including without limitation,
        the
        right to vote the Shares and to receive any cash dividends declared thereon.
        If,
        from time to time during the term of the Return Right, there is (i) any stock
        dividend, stock split or other change in the Shares, or (ii) any merger or
        sale
        of all or substantially all of the assets or other acquisition of the Company,
        any and all new, substituted or additional securities to which the Participant
        shall be entitled by reason of the Participant's ownership of the Shares
        shall
        be immediately subject to the terms of this Notice and Agreement and included
        thereafter as "Shares" for purposes of this Notice and Agreement and the
        Company’s Return Right.

      


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

      
        


        
          	 	
                  THE
                    SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
                    RESTRICTIONS
                    UPON TRANSFER AND THE COMPANY’S RETURN RIGHT AS SET FORTH IN AN AGREEMENT
                    BETWEEN THE COMPANY AND THE HOLDER A COPY OF WHICH IS ON FILE
                    WITH THE
                    SECRETARY OF THE COMPANY.

                	 


        

         

        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 Shares
          and the
          fair market value of the Shares as of the date any restrictions on the
          Shares
          lapse. In this context, "restriction" includes the right of the Company
          to claim
          return of the Shares pursuant to the Company’s Return Right. The Participant
          understands that if he/she is a U.S. taxpayer, the Participant may elect
          to be
          taxed at the time the Shares are acquired 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, represents the entire agreement between
        the
        parties with respect to the 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 SHARES PURSUANT TO
        THIS
        AGREEMENT SHALL BE EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE, CONSULTANT
        OR DIRECTOR, AND NOT THROUGH THE ACT OF BEING HIRED, APPOINTED OR OBTAINING
        SHARES HEREUNDER.


       

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