EXHIBIT
4.4
FORM
OF STOCK OPTION AGREEMENT
1ST
CENTURY
BANCSHARES, INC.
EQUITY
INCENTIVE PLAN
NOTICE
OF
STOCK OPTION GRANT AND AGREEMENT
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Name:
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Option Number:
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Address:
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Plan Name:
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Equity
Incentive Plan
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Employee ID:
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Effective
__________, 20__, ("Grant Date"), you have been granted [a
qualified/non-qualified] stock option to purchase ___________( ________)
shares of 1st
Century Bancshares, Inc.’s common stock at an Exercise Price of $ ______ per
share pursuant to the 1st
Century Bancshares, Inc.’s 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. A copy of the Plan is attached
to this Notice and Agreement. 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 vest over a period
of_________( ) months from the Grant Date as follows:
[Insert
vesting schedule]. This Option
shall expire ten (10) years from the Grant Date.
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
1st
Century Bancshares, Inc.:
[Insert
Title]