-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AHl6Lz/OQ1ST5ahDUrwz9DuSlSfA/E6Bw1zzDdeCpWqD2M3/krdTwwPcwpXDmLDJ g4/7oitoanrylq1BwOy77Q== 0000898430-00-000166.txt : 20000203 0000898430-00-000166.hdr.sgml : 20000203 ACCESSION NUMBER: 0000898430-00-000166 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20000126 EFFECTIVENESS DATE: 20000126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GBC BANCORP CENTRAL INDEX KEY: 0000351710 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953586596 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95381 FILM NUMBER: 513000 BUSINESS ADDRESS: STREET 1: 800 W. 6TH STREET STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139724172 MAIL ADDRESS: STREET 1: 800 W. 6TH ST STREET 2: 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90017 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on January 26, 2000 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ GBC BANCORP (Exact name of registrant as specified in its charter) California 95-3586596 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 800 West 6th Street 90017 Los Angeles, California (Zip code) (Address of principal executive offices) __________ 1999 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) __________ LI-PEI WU Chairman of the Board Chief Executive Officer GBC Bancorp 800 West 6th Street Los Angeles, California 90017 (Name and address of agent for service) (213) 972-4118 (Telephone number, including area code, of agent for service) Copy to: PETER M. MENARD, ESQ. Sheppard, Mullin, Richter & Hampton, LLP 333 South Hope Street, 48th Floor Los Angeles, California 90071 (213) 617-5483 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Proposed Proposed Amount maximum maximum Amount of Title of securities to be offering price aggregate registration to be registered registered (1) per share (2) offering price fee (3) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock 2,484,120 $19.50 $48,440,340 $5,148 ==================================================================================================================================
(1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, such indeterminate number of shares of Common Stock as may be issued upon exercise of awards granted under the 1999 Employee Stock Incentive Plan as a result of the adjustment provisions thereof. (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457 based upon the average of the high and low prices of the Common Stock as reported on the Nasdaq National Market on January 20, 2000. (3) Pursuant to Instruction E to Form S-8, the registration fee does not include $7,640.25 with respect to 1,484,120 shares previously registered pursuant to the predecessor plan (Registration No. 33-47452) for which a registration fee previously has been paid. =============================================================================== This Registration Statement Includes a Total of 9 pages. Exhibit Index Appears on Page II-3. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing the information specified in Part I of Form of S-8 will be sent or given to participants in the 1999 Employee Stock Incentive Plan (the "Plan") of GBC Bancorp, a California corporation (the "Registrant"), as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in accordance with the Note to Part I of Form S-8. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT GBC Bancorp (the "Registrant") hereby files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") to register 2,484,120 shares (the "Shares") of the Registrant's Common Stock for issuance pursuant to the Registrant's 1999 Employee Stock Incentive Plan (the "Plan), and such indeterminate number of shares as may become available under the Plan as a result of the adjustment provisions thereof. The Shares include (i) 1,000,000 shares, including any shares issuable pursuant to that certain Employment Agreement dated as of January 1, 1998, between the Registrant and Li-Pei Wu, as amended, (ii) 343,020 shares currently available for future awards under the Registrant's Amended and Restated 1988 Stock Option Plan (the "Prior Plan") and (iii) up to 1,141,100 shares subject to awards currently outstanding under the Prior Plan and which subsequently may be forfeited, canceled, or expire without delivery of shares. Item 1. Incorporation of Documents by Reference. --------------------------------------- The following documents previously filed by the Registrant with the Commission are incorporated in this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998; (b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year ended December 31, 1998; and (c) The description of the Common Stock of the Registrant contained in the Registrant's Registration Statement on Form 8-A, including any amendment or report filed for the purpose of updating such information. All documents filed by the Registrant pursuant to Section 13(a), 13(c) 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 2. Description of Securities. ------------------------- Not applicable. Item 3. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 4. Indemnification of Directors and Officers. ----------------------------------------- Section 204 of the General Corporation Law of the State of California (the "California Law") permits the limitation of the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of a director's duties to the corporation and its shareholders under certain conditions and subject to certain limitations. II-1 Section 317 of the California Law (i) permits indemnification of directors, officers, employees and other agents of the corporation under certain conditions and subject to certain limitations and (ii) provides that the corporation has the power to purchase and maintain insurance on behalf of its directors, officers, employees and other agents against any liability asserted against or incurred by them in such capacity or arising out of their status as such. Article Six of the Articles of Incorporation of the Registrant provides as follows: Six: Director Liability The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. Article Seven of the Articles of Incorporation of the Registrant provides as follows: Seven: Indemnification The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code. Article VI of the Bylaws of the Registrant provides as follows: Section 1. Definitions. For the purposes of this Article, --------- ----------- "agent", includes any person who is or was a Director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification pursuant to law. Section 2. Extent of Indemnification. The corporation shall, --------- ------------------------- to the maximum extent permitted by the California General Corporation Law, advance expenses to and indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. Section 3. Insurance. The corporation shall have power to --------- --------- purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article. The Registrant has entered into indemnification agreements with certain of its directors and executive officers which require the Registrant to indemnify such persons to the fullest extent permitted by applicable law. The Registrant maintains an insurance policy pursuant to which the directors and officers of the Registrant are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of their being or having been such directors and officers. II-2 Item 5. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 6. Exhibits. -------- Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation of the Registrant, as amended 3.2 Bylaws of the Registrant, as amended 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (see Exhibit 5.1) 23.2 Consent of Independent Auditors (Deloitte & Touche LLP) 24.1 Power of Attorney (See page II-6) 99.1 1999 Employee Stock Incentive Plan 99.2 Form of Incentive Stock Option Agreement 99.3 Form of Non-Qualified Stock Option Agreement 99.4 Form of Restricted Stock Agreement 99.5 Employment Agreement dated as of January 1, 1998, between the Registrant and Li-Pei Wu, as amended/1/ Item 7. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (ii) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. ___________________________ /1/ Filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 1998. II-3 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 20th day of January, 2000. GBC BANCORP By /s/ Li-Pei Wu ------------------------------------ Li-Pei Wu, Chairman of the Board and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Li-Pei Wu and Peter E. Lowe his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ----- /s/ Li-Pei Wu Chairman of the Board, Chief Executive January 20, 2000 - ----------------------------------------------- Officer and Director (Principal Executive Li-Pei Wu Officer) /s/ Peter Wu President, Chief Operating Officer, January 20, 2000 - ----------------------------------------------- Secretary and Director Peter Wu /s/ Peter E. Lowe Executive Vice President and Chief Financial January 20, 2000 - ----------------------------------------------- Officer (Principal Financial and Accounting Peter E. Lowe Officer) /s/ Thomas C.T. Chiu Director January 20, 2000 - ---------------------------------------------- Thomas C.T. Chiu
II-5 /s/ Chuang-I Lin Director January 20, 2000 - -------------------------------------- Chuang-I Lin /s/ Ko-Yen Lin Director January 20, 2000 - -------------------------------------- Ko-Yen Lin /s/ Ting Y. Liu Director January 20, 2000 - -------------------------------------- Ting Y. Liu /s/ John C. Wang - -------------------------------------- Director January 20, 2000 John C. Wang /s/ Kenneth C. Wang Director January 20, 2000 - -------------------------------------- Kenneth C. Wan /s/ Chien-Te Wu Director January 20, 2000 - ------------------------------------- Chien-Te Wu /s/ Julian Wu Director January 20, 2000 - -------------------------------------- Julian Wu /s/ Ping C. Wu Director January 20, 2000 - -------------------------------------- Ping C. Wu /s/ Walter Wu Director January 20, 2000 - -------------------------------------- Walter Wu /s/ Chin-Liang Yen Director January 20, 2000 - -------------------------------------- Chin-Liang Yen
II-6 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number ------ ----------- ----------- 3.1 Articles of Incorporation of the Registrant __ 3.2 Bylaws of the Registrant __ 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP __ 23.1 Consent of Sheppard, Mullin, Richter & Hampton LLP (see Exhibit 5.1) 23.2 Consent of Independent Auditors (Deloitte & Touche LLP) __ 24.1 Power of Attorney (See page II-6) 99.1 1999 Employee Stock Incentive Plan __ 99.2 Form of Incentive Stock Option Agreement __ 99.3 Form of Non-Qualified Stock Option Agreement __ 99.4 Form of Restricted Stock Agreement __ 99.5 Employment Agreement dated as of January 1, 1998, between the Registrant and Li-Pei Wu, as amended/1/
_________________________ /1/ Filed as Exhibit 10 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 1998. EX-3.1 2 ARTICLES OF INCORPORATION OF THE REGISTRANT EXHIBIT 3.1 [LOGO OF STATE OF CALIFORNIA] [SEAL] SECRETARY OF STATE I, BILL JONES, Secretary of State of the State of California, hereby certify: That the attached transcript of 6 page(s) was prepared by and in this office from the record on file, of which it purports to be a copy, and that it is full, true and correct. [SEAL] IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of JAN 11 2000 ---------------------------------------- /s/ Bill Jones Secretary of State 1030774 F I L E D In the office of the Secretary of State of the State of California NOV 25 1980 MARCH FONG EU, Secretary of State By /s/ Bill Holder ------------------------------ Deputy ARTICLES OF INCORPORATION OF G B C BANCORP ONE: The name of this corporation is: G B C BANCORP TWO: PURPOSES -------- The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California, other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code. THREE: AGENT FOR SERVICE OF PROCESS ---------------------------- The name and address in the State of California of the corporation's initial agent for service of process is: MARTIN GODIN Attorney at law 201 South Figueroa Street Suite 270 Los Angeles, Ca 90012. FOUR: TOTAL NUMBER OF SHARES AUTHORIZED --------------------------------- This corporation is authorized to issue two classes of shares, designated respectively "Common Stock" and "Preferred Stock" and referred to herein either as Common Stock or Common shares and Preferred Stock or Preferred shares, respectively. The number of shares of Common Stock is Twenty Million (20,000,000) and the number of shares of Preferred Stock is Ten Million (10,000,000). FIVE: RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS ------------------------------------------------ The Preferred shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred shares and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series subsequent to the issue of shares of that series. DATED: November 18, 1980 /s/ Martin Godin ----------------------------- MARTIN GODIN, Incorporator I declare that I am the person who executed the above Articles of Incorporation as the incorporator of this corporation, and such instrument is my act and deed. /s/ Martin Godin - ---------------------------- MARTIN GODIN -2- F I L E D In the office of the Secretary of State of the State of California APR 1 1981 MARCH FONG EU, Secretary of State By /s/ [ILLEGIBLE] ----------------------------- Deputy CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF GBC BANCORP R. Gene Thurman and Peter Wu certify that: 1. They are the President and the Secretary, respectively of GBC Bancorp, a California Corporation. 2. The following Amendment to the Articles of Incorporation of the corporation has been approved by the Board of Directors of the Corporation, and Article "FOUR" of the Articles of Incorporation of this corporation are hereby amended to read, in full, as follows: FOUR: Total Number of Shares Authorized. --------------------------------- This corporation is authorized to issue only one class of shares, which shall be designated as "common shares." The total authorized number of such shares which may be issued is Twenty Million (20,000,000). 3. The following amendment to Articles of Incorporation of the corporation has also been approved by the Board of Directors of the corporation, and Article "FIVE" of the Articles of Incorporation is hereby amended so as to be deleted in its entirety, including any caption or headings. 4. The Amendments were approved by the required vote of shareholders in accordance with Section 903 of the California Corporations Code. The total number of shares outstanding of each class entitled to vote on the Amendments was 100 shares of common stock and 0 shares of preferred stock since there are no shares of preferred stock outstanding; the favorable vote of more than 50% of such shares of common stock and therefore of greater than 50% of all shares of stock outstanding is required to approve the amendments; and the number of such shares of stock outstanding voting in favor of the amendments exceeded the vote required, and 100% of all shares outstanding were voted in favor of the Amendments. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Amendment of Articles of Incorporation this 31st day of March, 1981. /s/ R. Gene Thurman ------------------------------ R. Gene Thurman, President /s/ Peter Wu ------------------------------ Peter Wu, Secretary STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) R. Gene Thurman and Peter Wu, being first duly sworn, each for himself, deposes and says: That they are the President and Secretary, respectively, of GBC Bancorp, a California corporation, and the persons named in and who executed the foregoing Certificate of Amendment of Articles of Incorporation; that they have read the same and know the contents thereof and that each of his own knowledge knows the same to be true and correct. /s/ R. Gene Thurman ------------------------------ R. Gene Thurman /s/ Peter Wu ------------------------------ Peter Wu Subscribed and sworn to before me this 31st day of March, 1981. [OFFICIAL SEAL APPEARS HERE] /s/ Linda H. Peh ------------------------------ Notary Public in and for said County and State A352306 F I L E D In the office of the Secretary of State of the State of California MAY 25 1988 /s/ March Fong Eu MARCH FONG EU, Secretary of State CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF GBC BANCORP, A California Corporation LI PEI WU and PETER WU, do hereby certify as follows: 1. They are the duly elected and acting President and Secretary, respectively, of GBC Bancorp. 2. The Articles of Incorporation of GBC Bancorp shall be amended to add the following provisions: SIX: DIRECTOR LIABILITY The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. SEVEN: INDEMNIFICATION The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Corporations Code) for breach of duty to the corporation and its stockholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the Corporations Code. 3. The foregoing amendments have been approved by the Board of Directors of GBC Bancorp. 4. The foregoing amendments were approved by the required vote of the shareholders of GBC Bancorp in accordance with Section 902 of the California General Corporation Law: the total number of outstanding shares of each class entitled to vote with respect to the foregoing amendment was 4,174,334 common shares; and the number of shares of each class voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding shares of common stock. /s/ Li Pei Wu ------------------------- LI PEI WU, President /s/ Peter Wu ------------------------- PETER WU, Secretary VERIFICATION The undersigned, LI PEI WU and PETER WU, respectively, of GBC Bancorp, each declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his knowledge. Executed at Los Angeles, California on April 29, 1998. /s/ Li Pei Wu ------------------- LI PEI WU /s/ Peter Wu ------------------- PETER WU -2- EX-3.2 3 BYLAWS OF THE REGISTRANT EXHIBIT 3.2 BY-LAWS OF GBC BANCORP ARTICLE I Offices ------- Section 1. Principal Office. The Board of Directors shall fix the ---------- ----------------- location of the principal executive office of the corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the corporation has one or more business offices in this state, the Board of Directors shall fix and designate a principal business office in the State of California. Section 2. Other Offices. Branch or other Subordinate offices may at ---------- -------------- any time be established by the Board at such other places as it deems appropriate. Article II Meetings of Shareholders ------------------------ Section 1. Place of Meetings. Meetings of shareholders shall be held ---------- ------------------ at any place within or outside the State of California designated by the Board of Directors. In the absence of any such designation, Shareholders' meetings shall be held at the principal executive office of the corporation. Section 2. Annual Meeting. The annual meeting of shareholders shall be ---------- --------------- held on the fourth Tuesday in March of each year at 1.30 p.m., or such other date or such other time as may be fixed by the Board of Directors. However, if this day falls on a legal holiday, then the meeting shall be held at the same time and place on the next succeeding full business day. At this meeting, Directors shall be elected, and any other proper business within the power of the shareholders may be transacted. Section 3. Special Meetings. Special meetings of the shareholders may --------- ---------------- be called at any time by the Board, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting. If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or by registered mail to the Chairman of the Board, the President, any Vice President or the Secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the Board of Directors may be held. Section 4. Notice of Meetings. Written notice, in accordance with --------- ------------------ Section 5 of this Article II, of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which Directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election. If action is proposed to be taken at any meeting for approval of (a) a contract or transaction in which a Director has a direct or indirect financial interest, pursuant to Section 310 of the Corporations Code of California, (b) an amendment of the Articles of Incorporation, pursuant to Section 902 of that Code, (c) a reorganization of the corporation, pursuant to Section 1201 of that Code, (d) a voluntary dissolution of the corporation, pursuant to Section 1900 of that Code, or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of that Code, the notice shall also state the general nature of that proposal. -2- Section 5. Manner of Giving Notice. Notice of a shareholders' meeting --------- ----------------------- shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation's principal office or if published at least once in a newspaper of general circulation in the county in which that office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. An affidavit of mailing or other means of giving any notice in accordance with the above provisions, executed by the Secretary, Assistant Secretary or other transfer agent shall be prima facie evidence of the giving of the notice or report. Section 6. Quorum. The presence in person or by proxy of the holders --------- ------ of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Section 7. Adjourned Meeting and Notice Thereof. Any shareholders' --------- ------------------------------------ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum (except as provided in Section 6 of this Article) no other business may be transacted at such meeting. When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, when any shareholders' meeting is adjourned for more than 45 days from the date set for the original meeting, or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. At any adjourned meeting the corporation may transact any business which may have been transacted at the original meeting. -3- Section 8. Voting. The shareholders entitled to notice of any ---------- ------- meeting or to vote at any such meeting shall be only persons, in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 9 of this Article. Voting shall in all cases be subject to the provisions of Sections 702 through 704, inclusive, of the California General Corporation Law (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice or ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of Directors, any shareholder may vote part of the shares in favour of the proposal and refrain from voting the remaining shares or vote them against the proposal (other than the election of Directors), but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporation Law or by the Articles of Incorporation. Subject to the following sentence and to the provisions of Section 708 of the California General Corporation Law, every shareholder entitled to vote at any election of Directors may cumulate such shareholder's votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which the shareholder's share are entitled, or distribute the shareholder's votes on the same principle among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate or candidates' names have been placed in nomination prior to the voting and the shareholder has given notice, at the meeting and before the voting begins, of the shareholder's intention to cumulate the shareholder's votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination. In any election of Directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up -4- to the number of Directors to be elected, shall be elected. Section 9. Record Date. The Board may fix, in advance, a record ---------- ------------ date for the determination of the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful action. The record date so fixed shall be not more than 60 days nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceeding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this Section 9 or Section 11 of this Article shall be at the close of business on the day on which the Board adopts the resolution relating thereto, on the sixtieth day prior to the date of such other action, whichever is later. Section 10. Consent of Absentees. The transactions of any meeting ----------- --------------------- of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of the proposal. -5- Section 11. Action by Written Consent Without a Meeting. Subject ----------- -------------------------------------------- to Section 603 of the California General Corporation Law, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of the outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, or their proxies. All such consents shall be filed with the Secretary of the corporation and shall be maintained in the corporate records. provided, however, that (1) unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous consent shall be given, as provided by Section 603(b) of the California Corporations Code, and (2) in the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of Directors; provided, however, that subject to applicable law, a Director may be elected at any time to fill a vacancy on the Board of Directors that has not been filled by the Directors, by the written consent of the holders of a majority of the outstanding shares entitled to vote for the election of Directors. Any written consent may be revoked by a writing received by the Secretary of the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary. Unless a record date for voting purposes be fixed as provided in Section 9 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 11, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. Section 12. Proxies. Every person entitled to vote shares or ----------- -------- execute written consents has the right to do so either in person or by one or more persons authorized by a written proxy executed and dated by such shareholder and filed with the Secretary of the corporation prior to the convening of any meeting of the shareholders at which any such proxy is to be used or prior to the use of such written consent. A validly executed proxy which does not state that it is irrevocable continues in full force and effect unless (1) revoked by the person executing it, before the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy; or (2) written notice of the death or incapacity of the maker of the proxy is received by the -6- corporation before the vote pursuant thereto is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy. Section 13. Inspectors of Election. In advance of any meeting of ----------- ----------------------- shareholders, the Board may appoint any persons other than nominees for office as inspectors of election to act at such meeting and any adjournment thereof. If no inspectors of election are so appointed, or if any persons so appointed fail to appear or fail or refuse to act, the Chairman of any such meeting may, and on the request of any shareholder or shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of share or their proxies present shall determine whether one (1) or three (3) inspectors are to be appointed. The duties of such inspectors shall be as prescribed by Section 707(b) of the California General Corporation Law and shall include: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting; the existence of a quorum; the authenticity, validity and the effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act, or certificate of a majority is effective in all respects as the decision, act or certificate of all. ARTICLE III Directors --------- Section 1. Powers. Subject to the provisions of the California ---------- ------- General Corporation Law and any limitations in the Articles of Incorporation and these By-Laws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person -7- provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these By-Laws: (a) To select and remove all the other officers, agents, and employees of the corporation, prescribe any powers and duties for them that are consistent with law, or with the Articles or these By-Laws, fix their compensation, and require from them security for faithful service. (b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles or these By-Laws, as they may deem best. (c) To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best. (d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful. (e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory and capital notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor and any agreements pertaining thereto. (f) To prescribe the manner in which and the person or persons by whom any or all of the checks, drafts, notes, contracts and other corporate instruments shall be executed. (g) To appoint and designate, by resolution adopted by a majority of the authorized number of Directors, one or more committees, each consisting of two or more Directors, including the appointment of alternate members of any committee who may replace any absent member at any meeting of the committee; and (h) Generally, to do and perform every act or thing what- -8- ever that may pertain to or be authorized by the Board of Directors of a commercial bank under the laws of this state. Section 2. Number and Qualification of Directors. The authorized ---------- -------------------------------------- number of Directors shall be not less than five (5) nor more than nine (9) until changed by an amendment to this By-Law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. The exact number of Directors shall be seven (7), until changed, within the limits specified above, by a By-Law amending this Section 2, duly adopted by the Board of Directors or by the Shareholders. Section 3. Election and Term of Office. The Directors shall be ---------- ---------------------------- elected at each annual meeting of shareholders but if any such annual meeting is not held or the Directors are not elected thereat, the Directors may be elected at any special meeting of shareholders held for that purpose. Each Director shall hold office until the next annual meeting and until a successor has been elected and qualified. Section 4. Vacancies. Any Director may resign effective upon giving ---------- ---------- written notice to the Chairman of the Board, the President, Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Vacancies in the Board may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until the next annual meeting and until such Director's successor has been elected and qualified. Provided, however, that a vacancy in the Board existing as the result of a removal of a Director may not be filled by the Directors, unless the Articles or a by-law adopted by the shareholders so provides. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any Director, or if the authorized number of Directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any Director or Directors are elected, to elect the full authorized number of Directors to be voted for at that meeting. The Board may declare vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony. -9- The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of a majority of the outstanding shares entitled to vote. Any such election by written consent to fill a vacancy created by removal requires the unanimous consent of the outstanding shares entitled to vote. If the Board accepts the resignation of a Director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any Director prior to the expiration of the Director's term of office. Section 5. Place of Meeting. Regular meetings of the Board shall ---------- ----------------- be held at any place within the State of California which has been designated in the notice of meeting or if there is no notice, at the principal office of the corporation, or at a place designated by resolution of the Board or by the written consent of the Board. Any regular or special meeting is valid wherever held if held upon written consent of all members of the Board given either before or after the meeting and filed with the Secretary if the corporation. Section 6. Regular Meetings. Immediately following each annual ---------- ----------------- meeting of shareholders and at the same place, the Board shall hold a regular meeting for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of this meeting shall not be required. Other regular meetings of the Board shall be held without notice either on the third Thursday of each month at the hour of 4:00 p.m. or at such different date and time as the Board may from time to time fix by resolution; provided, however, should said day fall upon a legal holiday observed by the corporation at its principal office, then said meeting shall be held at the same time and place on the next succeeding full business day. Call and notice of all regular meetings of the Board are hereby dispensed with. Section 7. Special meetings. Special meetings of the Board for ---------- ----------------- any purpose or purposes may be called at any time by the Chairman of the Board, the President, or the Secretary or by any two Directors. -10- Special meetings of the Board shall be held upon four days written notice by mail or 24 hours notice delivered personally or by telephone or telegraph. Any such notice shall be addressed or delivered to each Director at such Director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the Director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the Directors are regularly held. Such notice may, but need not, specify the purpose of the meeting, nor the place if the meeting is to be held at the principal office of the corporation. Notice of any meeting of the Board need not be given to any Director who attends the meeting without protesting either prior thereto or at its commencement, the lack of notice to such Director. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. Section 8. Quorum. A majority of the authorized number of Directors ---------- ------- constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by the Articles and subject to the provisions of Section 310 of the California General Corporation Law (as to approval of contracts or transactions in which a Director has a direct or indirect material financial interest), Section 311 (as to appointment of committees), and Section 317 (e) (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for such meeting. Section 9. Participation in Meetings by Conference Telephone. Members of -------------------------------------------------- the Board may participate in a meeting through use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. -11- Participation in a meeting pursuant to Section 9 constitutes "presence" in person at such meeting. Section 10. Waiver of Notice. The transactions of any meeting of ----------- ----------------- the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum is present and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 11. Adjournment. A majority of the Directors present, ----------- ------------ whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty- four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting, in the manner specified in Section 7 of this Article III, to the Directors who were not present at the time of the adjournment. Section 12. Action Without Meeting. Any action required or permitted ----------- ----------------------- to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same effect as a unanimous vote of the Board. Such consent or consents shall be filed with the minutes of the proceedings of the Board. Section 13. Fees and Compensation. Directors and members of ----------- ---------------------- committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board. This Section shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services. Section 14. Rights of Inspection. Every Director of the corporation ----------- --------------------- shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a Director may be made in person or by agent or attorney and includes the right to copy and obtain extracts. -12- ARTICLE IV Officers -------- Section 1. Officers. The officers of the Corporation shall be a ---------- --------- President, a Vice President, a Secretary, and a Chief Financial Officer. The corporation may also have, at the discretion of the Board, a Chairman of the Board, a Vice Chairman of the Board, one or more Assistant Vice Presidents, one or more Assistant Financial Officers, one or more Assistant Secretaries and such other officers as may be elected or appointed in accordance with provisions of Section 3 of this Article. One person may hold two or more offices, except those of President and Chief Financial Officer. Section 2. Election. The officers of the corporation, except such ---------- --------- officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected, subject to the rights, if any, of an officer under any contract or employment. Section 3. Subordinate Officers. The Board may elect, and may ---------- --------------------- empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these By-Laws or as the Board may from time to time determine. Section 4. Removal and Resignation. Subject to the rights, if any, ---------- ------------------------ of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. -13- Section 5. Vacancies. A vacancy in any office because of death, ---------- ---------- resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these By-Laws for regular election or appointment to such office. Section 6. Chairman of the Board. The Chairman of the Board, if ---------- ---------------------- there shall be such an officer, shall, if present, preside at all meetings of the Board and of the shareholders, and exercise and perform such other powers and duties as may be from time to time assigned by the Board. Section 7. Vice Chairman. The Vice Chairman of the Board, if there ---------- -------------- shall be such an officer, shall in the absence of the Chairman of the Board of Directors, preside at all meetings of the Board and of the shareholders, and exercise and perform such other powers and duties as may be from time to time assigned by the Board. Section 8. President. Subject to such powers, if any, as may be ---------- ---------- given by the Board to the Chairman of the Board, if there be such an officer, the President is the General Manager and Chief Executive Officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. In the absence of both the Chairman of the Board and the Vice Chairman, or if there be none, the President shall preside at all meetings of the shareholders and at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of President and General Manager of a corporation and such other powers and duties as may be prescribed by the Board. Section 9. Vice Presidents. In the absence or disability of the ---------- ---------------- President, the Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board or the By-Laws, and the President, or the Chairman of the Board. Section 10. Secretary. The Secretary shall keep or cause to be ----------- ---------- kept, at the principal office and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or -14- special, and, if special, how authorized, the notice thereof given, the names of those present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the By-Laws of the corporation at the principal office or business office in accordance with Section 213 of the California General Corporation Law. The Secretary shall keep, or cause to be kept, at the principal office or at the office of the Corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders, of the Board and of any committees thereof required by these By-Laws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. Section 11. Assistant Secretary. The Assistant Secretary or the ----------- -------------------- Assistant Secretaries, in the order of their seniority, shall, in the absence or disability of the Secretary, or in the event of such officer's refusal to act, perform the duties and exercise the powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors. Section 12. Chief Financial Officer. The Chief Financial Officer ----------- ------------------------ shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these By-Laws required to be sent to them. The books of account shall at all times be open to inspection by any Director of the corporation. The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board. -15- Section 13. Assistant Financial Officer. The Assistant Financial ----------- ---------------------------- Officer or the Assistant Financial Officers, in the order of their seniority, shall, in the absence or disability of the Chief Financial Officer, or in the event of such officer's refusal to act, perform the duties and exercise the powers of the Chief Financial Officer, and shall have such additional powers and discharge such duties as may be assigned from time to time by the President or by the Board of Directors. Section 14. Salaries. The salaries of the officers shall be fixed ----------- --------- from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a Director of the corporation. Section 15. Officers Holding More Than One Office. Any two or more ----------- -------------------------------------- offices, except those of President and Chief Financial Officer, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity. Section 16. Inability to Act. In the case of absence or inability to ----------- ----------------- act of any officer of the corporation and of any person herein authorized to act in his place, the Board may from time to time delegate the powers or duties of such officer to any other officer, or any Director or other person whom it may select. ARTICLE V Other Provisions ---------------- Section 1. Inspection of Corporate Records. The corporation shall ---------- -------------------------------- keep at its principal executive office a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder. A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation may: (a) Inspect and copy the record of shareholders; names and addresses and shareholdings during usual business hours upon five business days prior notice demand upon the corporation; or (b) Obtain from the transfer agent, if any, for the corporation, upon five business days prior written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of -16- the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled, or as of a date specified by the shareholder subsequent to the date of demand. Section 2. Inspection of By-Laws. The corporation shall keep in ---------- ---------------------- its principal office the original or a copy of these By-Laws as amended to date which shall be open to inspection by shareholders at all reasonable times during office hours. Section 3. Endorsement of Documents; Contracts. Subject to the ---------- ------------------------------------ provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between this corporation and any other person, when signed by President or any Vice President and the Treasurer or any Assistant Treasurer of this corporation shall be valid and binding upon this corporation in the absence of actual knowledge on the part of the other person that the signing officers had not the authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 4. Certificates of Stock. Every holder of shares of the ---------- ---------------------- corporation shall be entitled to have a certificate signed in the name of the corporation by the President or Vice President and by the Chief Financial Officer or Assistant Financial Officer or by the Secretary or Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. None of the signatures on the certificates may be facsimile. If any officer, transfer agent, or registrar who has signed a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue. Except as provided in this Section, no new certificates for shares shall be issued in lieu of an old one unless the latter is surrendered and cancelled at the same time. The Board may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, -17- and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate. Prior to the due presentment for registration of transfer in the stock transfer book of the corporation, the registered owner shall be treated as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as expressly provided otherwise by the laws of the State of California. Section 5. Representation of Shares of Other Corporations. The ---------- ----------------------------------------------- President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer. Section 6. Annual Report to Shareholders. Until such time as this ---------- ------------------------------ corporation has 100 or more holders of record of its shares (determined as provided in Section 605 of the Corporations Code), the annual report to shareholders referred to in Section 1501 of the California General Corporation Law is expressly waived, but nothing herein shall be interpreted as prohibiting the Board from issuing annual or other periodic reports to shareholders. Section 7. Seal. The corporate seal of the corporation shall consist ---------- ----- of two concentric circles, between which shall be the name of the corporation, and in the center shall be inscribed the word "Incorporated" and the date of its incorporation. Section 8. Fiscal Year. The fiscal year of this corporation shall ---------- ------------ begin on the first day of January and end on the 31st day of December of each year. Section 9. Construction and Definitions. Unless the context ---------- ----------------------------- otherwise requires, the general provisions, rules of construction, and definitions contained in the California General Corporation Law shall govern the construction of these By-Laws. Without limiting the generality of this provision, the singular number includes the plural, -18- the plural number includes the singular, and the term "person" includes both a corporation and a natural person. Section 10. By-Law Provisions Contrary to or Inconsistent with ----------- -------------------------------------------------- Provisions of Law. Any article, section, subsection, subdivision, sentence, - ------------------ clause or phrase of these By-Laws which, upon being construed in the manner provided in Section 9 of this Article, shall be contrary to or inconsistent with any applicable provision of the Accountancy Corporation Board of the State of California or other applicable law of the State of California or of the United States shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity of applicability of any other portions of these By-Laws, it being hereby declared that these By-Laws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal. ARTICLE VI Indemnification --------------- Section 1. Definitions. For the purposes of this Article, "agent", ---------- ------------ includes any person who is or was a Director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a Director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes without limitation attorneys' fees and any expenses of establishing a right to indemnification pursuant to law. Section 2. Extent of Indemnification. The corporation shall, to the ---------- -------------------------- maximum extent permitted by the California General Corporation Law, advance expenses to and indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the corporation. -19- Section 3. Insurance. The corporation shall have power to ---------- ---------- purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article. ARTICLE VII Amendments ---------- Section 1. Amendment by Shareholders. New By-Laws may be adopted ---------- -------------------------- or these By-Laws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of the corporation set forth the number of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Articles. Section 2. Amendment by Directors. Subject to the rights of the ---------- ----------------------- shareholders as provided in Section 1 of this Article VII, By-Laws, other than a by-law or an amendment of a by-law changing the authorized number of Directors, may be adopted, amended, or repealed by the Board of Directors. -20- CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify: 1. That I am the duly elected and acting secretary of GBC Bancorp, A California Corporation; and 2. That the foregoing By-Laws, comprising 20 pages, constitute the By-Laws of said corporation as duly adopted by action of the Board of Directors of the Corporation duly taken on December 17, 1980. /s/ Peter Wu ------------------------ PETER WU, Secretary AMENDMENT TO BY-LAWS OF GBC BANCORP A California Corporation The undersigned, Peter Wu, does hereby certify as follows: 1. I am the Secretary of GBC Bancorp, A California Corporation. 2. Article III, Section 2 of the By-Laws of GBC Bancorp with the approval of the majority of its shareholders on February 16, 1983, amended such Section to provide as follows: Section 2. Number and Qualification of Directors. The authorized -------------------------------------- number of Directors shall be not less than eleven (11) nor more than nineteen (19) until changed by an amendment to this By-Law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. The exact number of Directors shall be fixed by the Board of Directors, until changed, within the limits specified above, by a By-Law amending this Section 2, duly adopted by the Board of Directors or by the shareholders. /s/ Peter Wu ------------------------------ PETER WU, Secretary AMENDMENT TO BY-LAWS OF GBC BANCORP Article II, Section 8 of the By-Laws of GBC Bancorp with the approval of its Board of Directors on February 18, 1993 is amended to read in its entirety as follows: "Section 8. Voting. The shareholders entitled to notice of any ---------- ------- meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 9 of this Article. Voting shall in all cases be subject to the provisions of Sections 702 through 704, inclusive, of the California General Corporation Law (relating to voting shares held by a fiduciary, in the name of a corporation, or in joint ownership). The shareholders' vote may be by voice or ballot; provided, however, that any election for Directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than elections of Directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal (other than the election of Directors), but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder's approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the California Corporation Law or by the Articles of Incorporation. No shareholder will be permitted to cumulate votes at any election of Directors. In any election of Directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them up to the number of Directors to be elected, shall be elected." EX-5.1 4 OPINION OF SHEPPARD, MULLIN, RICHTER & HAMPTON LLP EXHIBIT 5.1 ----------- January 24, 2000 GBC Bancorp 800 West 6th Street Los Angeles, California 90017 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by GBC Bancorp, a California corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 2,484,120 shares of the Company's common stock (the "Common Stock") that may be issued in the aggregate pursuant to awards granted under the Company's 1999 Employee Stock Incentive Plan (the "Plan"). In rendering this opinion, we have examined only the following documents: 1. The Articles of Incorporation of the Company, as amended, as certified by the California Secretary of State as of January 11, 2000; 2. The Bylaws of the Company, as amended, as certified by the Secretary of the Company as of January 14, 2000; 3. The Plan; GBC Bancorp January 24, 2000 Page 2 4. The forms of Incentive Stock Option Agreement, Non-Qualified Stock Option Agreement and Restricted Stock Agreement (collectively the "Agreements") to be used in connection with the Plan; 5. Resolutions adopted by the Company's Board of Directors as of January 11, 1999 and December 17, 1999, and by the shareholders of the Company as of April 22, 1999, pertaining to the adoption of the Plan, the Agreements and the Registration Statement; and 6. The Registration Statement. With respect to the foregoing documents, we have assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We also have obtained from the officers of the Company certificates as to all factual matters necessary for the purpose of this opinion and, insofar as this opinion is based on such matters of fact, we have relied on such certificates without independent investigation. Based solely upon the foregoing and assuming, without further inquiry, that (i) all awards granted under the Plan to date have been, and all awards to be granted under the Plan will be, duly and validly granted in accordance with the terms of the Plan, (ii) the consideration for the shares of Common Stock to be issued pursuant to such awards will be received prior to the issuance thereof, (iii) the shares of Common Stock to be issued pursuant to such awards will be issued in accordance with the terms of the Plan and the applicable Agreements, (iv) the Registration Statement will become effective under the Securities Act prior to the issuance of any shares of Common Stock under the Plan and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or be pending before the SEC, (v) prospectuses will be updated and delivered to participants in the Plan as required by the Securities Act and the rules and regulations promulgated by the SEC thereunder, and (vi) the grant of awards under the Plan and the issuance of shares of Common Stock pursuant to such awards will comply with the securities laws of each state or jurisdiction applicable thereto (other than the Securities Act), upon which assumptions GBC Bancorp January 24, 2000 Page 3 the following opinion is expressly conditioned, it is the opinion of the undersigned that the 2,484,120 shares of Common Stock issuable by the Company pursuant to awards granted pursuant to the Plan will be, when issued and delivered against payment therefor in accordance with the Plan, the applicable Agreements and the Registration Statement, duly authorized, validly issued, fully paid and non-assessable. This opinion is limited to the General Corporation Law of the State of California and the Securities Act and the rules and regulations promulgated by the SEC thereunder, to present judicial interpretations thereof and to facts as they presently exist. In rendering this opinion, we have no obligation to revise or supplement it should the current laws of the State of California or the Securities Act or such rules and regulations be changed by legislative action, judicial decision or otherwise or if we become aware of any facts that change the opinion expressed herein after the date hereof. This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or related document, nor is it to be filed with or furnished to any government agency or other person, without the prior written consent of the undersigned in each instance. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Respectfully submitted, SHEPPARD, MULLIN, RICHTER & HAMPTON LLP EX-23.2 5 CONSENT OF INDEPENDENT AUDITORS Exhibit 23.2 ------------ INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of GBC Bancorp of our report dated February 26, 1999 on the consolidated balance sheet of GBC Bancorp and Subsidiaries as of December 31, 1998, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the year then ended, appearing in and incorporated by reference in the Annual Report on Form 10-K of GBC Bancorp for the year ended December 31, 1998. Deloitte & Touche LLP Los Angeles, California January 24, 2000 EX-99.1 6 1999 EMPLOYEE STOCK INCENTIVE PLAN Exhibit 99.1 GBC BANCORP 1999 EMPLOYEE STOCK INCENTIVE PLAN ______________________________ Adopted as of April 22, 1999 Section 1. PURPOSE OF PLAN The purpose of this 1999 Employee Stock Incentive Plan ("Plan") of GBC Bancorp, a California corporation (the "Company"), is to enable the Company and its subsidiaries to attract, retain and motivate their employees, nonemployee directors and consultants by providing for or increasing the proprietary interests of such employees, nonemployee directors and consultants in the Company and, thereby, further align their interests with those of the shareholders of the Company. Section 2. PERSONS ELIGIBLE UNDER PLAN Each of the following persons (each, a "Participant") shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder: (1) any employee of the Company or any of its subsidiaries or any other entity in which the Company has a significant equity or other interest as determined by the Committee (as hereinafter defined), including any director who is also such an employee, (2) any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries (a "Nonemployee Director") and (3) any consultant of the Company or any of its subsidiaries. Section 3. AWARDS (a) The Committee, on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with a Participant that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of common stock of the Company ("Common Shares") or (ii) a Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the "grant" of an "Award." -1- (b) Awards are not restricted to any specified form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative. (c) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award. (d) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things: (i) a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, or such recipient's tax withholding obligation with respect to such issuance, in whole or in part, by any one or more of the following: (A) the delivery of cash; (B) the delivery of other property deemed acceptable by the Committee; (C) the delivery of previously owned shares of capital stock of the Company (including "pyramiding") or other property; (D) a reduction in the amount of Common Shares or other property otherwise issuable pursuant to such Award; (E) authorizing a third party to sell Common Shares or other property otherwise issuable pursuant to such Award and to remit to the Company a sufficient portion of the sale proceeds to pay for all the Common Shares acquired through such exercise or any tax withholding obligation resulting from such exercise; or (F) crediting toward the purchase price a portion of the recipient's deferred compensation account balance; -2- (ii) a provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Committee, upon the occurrence of specified events, including, without limitation, a change of control of the Company (as defined by the Committee), an acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 7 hereof; or (iii) a provision required in order for such Award to qualify as an incentive stock option (an "Incentive Stock Option") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); provided, -------- however, that no Award issued to any consultant or any Nonemployee Director ------- may qualify as an Incentive Stock Option. (e) All certificates evidencing Awards or Common Shares issued pursuant thereto shall bear any legend determined by the Committee to be necessary or appropriate. Section 4. STOCK SUBJECT TO PLAN (a) Subject to adjustment as provided in Section 7, at any time, the aggregate number of Common Shares issued and issuable pursuant to all Awards granted under this Plan shall not exceed the sum of (i) 1,000,000, including any Common Shares issuable pursuant to that certain Employment Agreement dated as of January 1, 1998, between the Company and Li-Pei Wu, as the same may be amended from time to time, (ii) any Common Shares available for future awards under any prior plan of the Company as of the effective date of the Plan and (iii) any Common Shares subject to awards granted under any prior plan of the Company which are forfeited, expire or are canceled without delivery of Common Shares. (b) For purposes of Section 4(a) hereof, the aggregate number of Common Shares issued and issuable pursuant to Awards granted under this Plan shall at any time be deemed to be equal to the sum of the following: (i) the number of Common Shares that were issued prior to such time pursuant to Awards granted under this Plan, other than Common Shares that were subsequently reacquired by the Company pursuant to the terms and conditions of such Awards and with respect to which the holder thereof received no benefits of ownership such as dividends; plus (ii) the number of Common Shares that were otherwise issuable prior to such time pursuant to Awards granted under this Plan, but that were -3- withheld by the Company as payment of the purchase price of the Common Shares issued pursuant to such Awards or as payment of the recipient's tax withholding obligation with respect to such issuance; plus (iii) the maximum number of Common Shares that are or may be issuable at or after such time pursuant to Awards granted under this Plan prior to such time. Section 5. DURATION OF PLAN No Awards shall be made under this Plan after April 22, 2009. Although Common Shares may be issued after April 22, 2009 pursuant to Awards made prior to such date, no Common Shares shall be issued under this Plan after April 22, 2019. Section 6. ADMINISTRATION OF PLAN (a) This Plan shall be administered by the Board of Directors of the Company (the "Board") or, at the election for the Board, by a committee of the Board consisting of two or more directors, each of whom is an "outside director" within the meaning of Section 162(m) of the Code, and who otherwise comply with the requirements of Rule 16b-3 promulgated under the Exchange Act. The term "Committee" shall mean the Board or any such committee of the Board which shall have been designated by the Board to administer this Plan. (b) Subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: (i) adopt, amend and rescind rules and regulations relating to this Plan; (ii) determine which persons are Participants and to which of such Participants, if any, Awards shall be granted hereunder; (iii) grant Awards to Participants and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto, any performance or vesting contingencies and the terms of any transferability of such Awards; (iv) determine whether, and the extent to which adjustments are required pursuant to Section 7 hereof; -4- (v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder; and (vi) certify in writing prior to payment of compensation that the performance goals and any other material terms of an Award were in fact satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made are treated as a written certification. Section 7. ADJUSTMENTS If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall do so, the Committee shall make appropriate and proportionate adjustments in (i) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan and (ii) the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under this Plan. Section 8. AMENDMENT, SUSPENSION AND TERMINATION OF PLAN The Board may amend, suspend or terminate this Plan at any time and in any manner, provided that no such amendment, suspension or termination shall impair, or deprive the recipient of, any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto. Section 9. EFFECTIVE DATE OF PLAN This Plan shall be effective as of April 22, 1999, the date upon which it was approved by the affirmative votes of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of California. -5- Section 10. GOVERNING LAW This Plan and any Award granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles. -6- EX-99.2 7 FORM OF INCENTIVE STOCK OPTION AGREEMENT Exhibit 99.2 GBC BANCORP 1999 EMPLOYEE STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT -------------------------------- This Stock Option Agreement ("Agreement") is made and entered into as of the Date of Grant indicated below by and between GBC Bancorp, a California corporation (the "Company"), and the person named below ("Employee"). WHEREAS, Employee is an employee of the Company or one or more of its subsidiaries; and WHEREAS, pursuant to the Company's 1999 Employee Stock Incentive Plan (the "Plan"), the Board of Directors of the Company, or the committee of the Board of Directors administering the Plan (the "Committee"), has approved the grant to Employee of an option to purchase shares of the common stock of the Company (the "Common Stock"), on the terms and conditions set forth herein; and WHEREAS, the amount of compensation the recipient of the Option (as defined below) could receive hereunder is based solely on an increase in the value of the stock of the Company after the date of the grant; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Grant of Option; Certain Terms and Conditions. The Company hereby --------------------------------------------- grants to Employee, and Employee hereby accepts, as of the Date of Grant, an option to purchase the number of shares of Common Stock indicated below (the "Option Shares") at the Exercise Price per share indicated below, which option shall expire at 5:00 p.m., California time, on the Expiration Date indicated below and shall be subject to all of the terms and conditions set forth in this Agreement (the "Option"). On each anniversary of the Date of Grant, the Option shall become exercisable to purchase, and shall vest with respect to, that number of Option Shares (rounded to the nearest whole -1- share) equal to the total number of Option Shares multiplied by the Annual Vesting Rate indicated below. Employee: _____________________ Date of Grant: _____________________ Number of shares purchasable: _____________________ Exercise Price per share: _____________________ Expiration Date: _____________________ Annual Vesting Rate: ____________________% The Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive Stock Option"), and consequently: (i) the Expiration Date shall not be more than ten years after the Date of Grant and the Exercise Price per share shall not be less than the Fair Market Value (as defined below) per share on the Date of Grant; provided, however, that if, on the Date of Grant, Employee owns (after application of the family and other attribution rules of Section 425(d) of the Internal Revenue Code of 1986, as amended) more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations, then the Expiration Date shall not be more than five years after the Date of Grant and the Exercise Price per share shall not be less than 110% of the Fair Market Value per share on the Date of Grant; and (ii) the aggregate Fair Market Value (determined as of the date such options are granted) of the shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by Employee during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) shall not exceed $100,000. 2. Acceleration and Termination of Option. -------------------------------------- (a) Termination of Employment. (i) Termination Within One Year After Change of Control. In ------------------------------------------------------- the event that Employee shall cease to be an employee of the Company or any of -2- its subsidiaries (such event shall be referred to herein as the "Termination" of Employee's "Employment") for any reason, or for no reason (other than if Employee's Employment is Terminated as the result of malfeasance or gross misfeasance in the performance of duties, or conviction of illegal activity in connection therewith or conviction of a felony), within one year after a Change of Control (as hereinafter defined), then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall fully vest on such date and (B) the Option shall terminate upon the earlier of the Expiration Date or three months after the date of such Termination of Employment. "Change of Control" shall mean the first to occur of the following events: (A) any date upon which the directors of the Company who were last nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of the Company; (B) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 50% or more of the voting power of the Company (a "50% Stockholder"); provided, however, that the --------- ------- terms "person" and "entity," as used in this clause (B), shall not include (1) the Company or any of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan, or (4) any person or entity who was a 50% Stockholder on the date of adoption of the Plan by the Board; or (C) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the sole purpose of which is to change the Company's domicile solely within the United States) the consummation of which results in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property or a different kind of securities; provided, however, that a Change of Control shall not be deemed to -------- ------- occur if, as a result of such reorganization, merger or consolidation of the Company, the securities of any class then subject to the Option (the "Option Securities") are exchanged for or converted into securities that represent the same beneficial ownership of the Company and possess the same voting, -3- liquidation and other rights to which the Option Securities were entitled immediately prior to such reorganization, merger or consolidation. (ii) Retirement. If Employee's Employment is Terminated by ---------- reason of Employee's retirement in accordance with the Company's then current retirement policy ("Retirement"), and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Retirement shall terminate on such date and (B) the remaining vested portion of the Option shall terminate on the earlier of the Expiration Date or the date three (3) months after the date of such Termination of Employment. (iii) Death or Permanent Disability. If Employee's ----------------------------- Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Employee, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Employee shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Committee in such form and manner, and at such times, as the Committee may require. Any determination by the Committee that Employee does or does not have a Permanent Disability shall be final and binding upon the Company and Employee. (iv) Cause. If Employee's Employment is Terminated for "Cause" ----- (as hereinafter defined), and a Change of Control shall not have occurred within one year prior thereto, then the Option shall terminate upon the date of such Termination of Employment, unless such termination is waived by the Committee. "Cause" shall include malfeasance or gross misfeasance in the performance of duties, or conviction of illegal activity in connection therewith, conviction for a felony or any conduct detrimental to the interests of the Company or any of its subsidiaries, and the determination of the Committee with respect thereto shall be final and conclusive. (v) Other Termination. If Employee's Employment is Terminated ----------------- for no reason, or for any reason other than Retirement, death, Permanent Disability or Cause, and a Change of Control shall not have occurred within one year prior -4- thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate on the earlier of the Expiration Date or the date three (3) months after the date of such Termination of Employment. (b) Death Following Termination of Employment. Notwithstanding anything to the contrary contained in this Agreement, if Employee shall die at any time after the Termination of his or her Employment and prior to the Expiration Date, then (i) the portion of the Option that has not vested on or prior to the date of such death shall terminate on such date and (ii) the remaining vested portion of the Option shall terminate on the earlier of the Expiration Date or the first anniversary of the date of such death. (c) Other Events Causing Acceleration of Option. The Committee, in its sole discretion, may accelerate the exercisability of the Option at any time and for any reason. (d) Other Events Causing Termination of Option. Notwithstanding anything to the contrary contained in this Agreement, the Option shall terminate upon the consummation of any of the following events, or, if later, the thirtieth day following the first date upon which such event shall have been approved by both the Board and the shareholders of the Company: (i) the dissolution or liquidation of the Company; or (ii) a sale of substantially all of the property and assets of the Company. 3. Adjustments. In the event that the outstanding securities of ----------- the class then subject to the Option are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to Section 2(d) hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Option; provided, however, that any such adjustments in the -------- ------- Option shall be made without changing the aggregate Exercise Price of the then unexercised portion of the Option. -5- 4. Exercise. --------- (a) The Option shall be exercisable during Employee's lifetime only by Employee or by his or her guardian or legal representative, and after Employee's death only by the person or entity entitled to do so under Employee's last will and testament or applicable intestate law. The Option may only be exercised by the delivery to the Company of a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price in cash or by check payable to the Company; provided, however, that -------- -------- payment of such aggregate Exercise Price may instead be made, in whole or in part, by (i) the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by duly executed stock powers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock, or (ii) the Employee authorizing a third party to sell a portion of the Purchased Shares and remitting to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. (b) The "Fair Market Value" of a Common Share on any date (the "Determination Date") shall be equal to the closing price per Common Share on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share on the business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if the Common Shares were not quoted by any such organization on such immediately preceding business day, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Shares selected by the Board. 5. Payment of Withholding Taxes. If the Company becomes obligated to ---------------------------- withhold an amount on account of any tax imposed as a result of the exercise of the Option, including, without limitation, any federal, state, local or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax, then Employee shall, on the first day upon which the Company becomes obligated to pay such amount to the -6- appropriate taxing authority, pay such amount to the Company in cash or by check payable to the Company. At the election of Employee and subject to such rules as the Company may establish, such withholding obligations may be satisfied through the surrender of Common Shares which Employee already owns or to which Employee otherwise is entitled under the Plan. 6. Notices. All notices and other communications required or ------- permitted to be given pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally or five days after mailing by certified or registered mail, postage prepaid, return receipt requested, to the Company at 800 West 6th Street, Los Angeles, California 90017, Attention: Chief Executive Officer, or to Employee at the address set forth beneath his or her signature on the signature page hereto, or at such other addresses as they may designate by written notice in the manner aforesaid. 7. Stock Exchange Requirements; Applicable Laws. Notwithstanding -------------------------------------------- anything to the contrary in this Agreement, no shares of stock purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if (i) such shares have not been admitted to listing upon official notice of issuance on each stock exchange upon which shares of that class are then listed or (ii) in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange listing agreement to which the Company is a party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company. 8. Transferability. Neither the Option nor any interest therein may --------------- be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution. 9. Plan. The Option is granted pursuant to the Plan, as in ---- effect on the Date of Grant, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that -------- ------- no such amendment shall deprive Employee, without his or her consent, of the Option or of any of Employee's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement, the Option and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon Employee. Until the Option shall expire, terminate or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to Employee or any other person or entity then entitled to exercise the Option. 10. Shareholder Rights. No person or entity shall be entitled to vote, ------------------ receive dividends or be deemed for any purpose the holder of any Option Shares until the -7- Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement. 11. Employment or Contract Rights. No provision of this Agreement or ------------------------------ of the Option granted hereunder shall (i) confer upon Employee any right to continue in the employ of or contract with the Company or any of its subsidiaries, (ii) affect the right of the Company and each of its subsidiaries to terminate the employment or contract of Employee, with or without cause, or (iii) confer upon Employee any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. Employee hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment or contract of Employee at any time and for any reason, or for no reason, unless Employee and the Company or such subsidiary are parties to a written employment or independent contractor agreement that expressly provides otherwise. 12. Governing Law. This Agreement and the Option granted hereunder ------------- shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles. -8- IN WITNESS WHEREOF, the Company and Employee have duly executed this Agreement as of the Date of Grant. GBC BANCORP By _______________________________ Authorized Representative EMPLOYEE __________________________________ Signature __________________________________ Printed Name __________________________________ Street Address __________________________________ City, State and Zip Code __________________________________ Social Security Number EX-99.3 8 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT Exhibit 99.3 GBC BANCORP 1999 EMPLOYEE STOCK INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ This Stock Option Agreement ("Agreement") is made and entered into as of the Date of Grant indicated below by and between GBC Bancorp, a California corporation (the "Company"), and the person named below ("Participant"). WHEREAS, Participant is an employee, director or consultant of the Company or one or more of its subsidiaries; and WHEREAS, pursuant to the Company's 1999 Employee Stock Incentive Plan (the "Plan"), the Board of Directors of the Company, or the committee of the Board of Directors administering the Plan (the "Committee"), has approved the grant to Participant of an option to purchase shares of the common stock of the Company (the "Common Stock"), on the terms and conditions set forth herein; and WHEREAS, the amount of compensation the recipient of the Option (as defined below) could receive hereunder is based solely on an increase in the value of the stock of the Company after the date of the grant; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Grant Of Option; Certain Terms and Conditions. The Company hereby --------------------------------------------- grants to Participant, and Participant hereby accepts, as of the Date of Grant, an option to purchase the number of shares of Common Stock indicated below (the "Option Shares") at the Exercise Price per share indicated below, which option shall expire at 5:00 p.m., California time, on the Expiration Date indicated below and shall be subject to all of the terms and conditions set forth in this Agreement (the "Option"). On each anniversary of the Date of Grant, the Option shall become exercisable to purchase, and shall vest with respect to, that number of Option Shares (rounded to the nearest whole -1- share) equal to the total number of Option Shares multiplied by the Annual Vesting Rate indicated below. Participant: ____________________ Date of Grant: _____________________ Number of shares purchasable: _____________________ Exercise Price per share: _____________________ Expiration Date: _____________________ Annual Vesting Rate: ____________________% The Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Acceleration and Termination of Option. -------------------------------------- (a) Termination of Employment. (i) Termination Within One Year After Change of Control. In --------------------------------------------------- the event that Participant shall cease to be an employee, director or consultant of the Company or any of its subsidiaries (such event shall be referred to herein as the "Termination" of Participant's "Employment") for any reason, or for no reason (other than with respect to an employee or consultant, if such Participant's Employment is terminated as the result of malfeasance or gross misfeasance in the performance of duties, or conviction of illegal activity in connection therewith or conviction of a felony, or with respect to a non-employee director, if such Participant's Employment is terminated as a result of such Participant being declared of unsound mind by a order of court or convicted of a felony), within one year after a Change of Control (as hereinafter defined), then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall fully vest on such date and (B) the Option shall terminate upon the earlier of the Expiration Date or three months after the date of such Termination of Employment. "Change of Control" shall mean the first to occur of the following events: -2- (A) any date upon which the directors of the Company who were last nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of the Company; (B) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 50% or more of the voting power of the Company (a "50% Stockholder"); provided, however, that the -------- ------- terms "person" and "entity," as used in this clause (B), shall not include (1) the Company or any of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan, or (4) any person or entity who was a 50% Stockholder on the date of adoption of the Plan by the Board; or (C) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the sole purpose of which is to change the Company's domicile solely within the United States) the consummation of which results in the outstanding securities of a ny class then subject to the Option being exchanged for or converted into cash, property or a different kind of securities; provided, however, that a Change of Control shall not be -------- ------- deemed to occur if, as a result of such reorganization, merger or consolidation of the Company, the securities of any class then subject to the Option (the "Option Securities") are exchanged for or converted into securities that represent the same beneficial ownership of the Company and possess the same voting, liquidation and other rights to which the Option Securities were entitled immediately prior to such reorganization, merger or consolidation. (ii) Retirement. If Participant's Employment is Terminated by ---------- reason of Participant's retirement in accordance with the Company's then current retirement policy ("Retirement"), and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Retirement shall terminate on such date and (B) the remaining vested portion of the Option shall terminate on the earlier of the Expiration Date or the date three (3) months after the date of such Termination of Employment . -3- (iii) Death or Permanent Disability. If Participant's ----------------------------- Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of Participant, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Committee in such form and manner, and at such times, as the Committee may require. Any determination by the Committee that Participant does or does not have a Permanent Disability shall be final and binding upon the Company and Participant. (iv) Cause. If Participant's Employment is Terminated for ----- "Cause" (as hereinafter defined), and a Change of Control shall not have occurred within one year prior thereto, then the Option shall terminate upon the date of such Termination of Employment, unless such termination is waived by the Committee. "Cause" shall include (i) with respect to an employee or consultant of the Company, malfeasance or gross misfeasance in the performance of duties, or conviction of illegal activity in connection therewith, conviction for a felony or any conduct detrimental to the interests of the Company or any of its subsidiaries, and the determination of the Committee with respect thereto shall be final and conclusive and (ii) with respect to a non- employee director of the Company, declaration that such director is of unsound mind by an order of court or conviction of a felony. (v) Other Termination. If Participant's Employment is ----------------- Terminated for no reason, or for any reason other than Retirement, death, Permanent Disability or Cause, and a Change of Control shall not have occurred within one year prior thereto, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate on the earlier of the Expiration Date or the date three (3) months after the date of such Termination of Employment. (b) Death Following Termination of Employment. Notwithstanding anything to the contrary contained in this Agreement, if Participant shall die at any time after the Termination of his or her Employment and prior to the Expiration Date, then -4- (i) the portion of the Option that has not vested on or prior to the date of such death shall terminate on such date and (ii) the remaining vested portion of the Option shall terminate on the earlier of the Expiration Date or the first anniversary of the date of such death. (c) Other Events Causing Acceleration of Option. The Committee, in its sole discretion, may accelerate the exercisability of the Option at any time and for any reason. (d) Other Events Causing Termination of Option. Notwithstanding anything to the contrary contained in this Agreement, the Option shall terminate upon the consummation of any of the following events, or, if later, the thirtieth day following the first date upon which such event shall have been approved by both the Board and the shareholders of the Company: (i) the dissolution or liquidation of the Company; or (ii) a sale of substantially all of the property and assets of the Company. 3. Adjustments. In the event that the outstanding securities of the ----------- class then subject to the Option are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Option to terminate pursuant to Section 2(d) hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Option; provided, however, that any such adjustments in the -------- ------- Option shall be made without changing the aggregate Exercise Price of the then unexercised portion of the Option. 4. Exercise. -------- (a) Subject to Section 8, the Option shall be exercisable during Participant's lifetime only by Participant or by his or her guardian or legal representative, and after Participant's death only by the person or entity entitled to do so under Participant's last will and testament or applicable intestate law. The Option may only be exercised by (i) the delivery to the Company of a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with -5- payment in full of such aggregate Exercise Price in cash or by check payable to the Company; provided, however, that payment of such aggregate Exercise Price -------- ------- may instead be made, in whole or in part, by (i) the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by duly executed stock powers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock, or (ii) the Participant authorizing a third party to sell a portion of the Purchased Shares and remitting to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. (b) The "Fair Market Value" of a Common Share on any date (the "Determination Date") shall be equal to the closing price per Common Share on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share on the business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if the Common Shares were not quoted by any such organization on such immediately preceding business day, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Shares selected by the Board. 5. Payment of Withholding Taxes. If the Company becomes obligated to ---------------------------- withhold an amount on account of any tax imposed as a result of the exercise of the Option, including, without limitation, any federal, state, local or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax, then Participant shall, on the first day upon which the Company becomes obligated to pay such amount to the appropriate taxing authority, pay such amount to the Company in cash or by check payable to the Company. At the election of the Participant, and subject to such rules as the Company may establish, such withholding obligations may be satisfied through the surrender of Common Shares which the Participant already owns or to which the Participant otherwise is entitled under the Plan. 6. Notices. All notices and other communications required or ------- permitted to be given pursuant to this Agreement shall be in writing and shall be deemed given if delivered personally or five days after mailing by certified or registered mail, postage -6- prepaid, return receipt requested, to the Company at 800 West 6th Street, Los Angeles, California 90017, Attention: Chief Executive Officer, or to Participant at the address set forth beneath his or her signature on the signature page hereto, or at such other addresses as they may designate by written notice in the manner aforesaid. 7. Stock Exchange Requirements; Applicable Laws. Notwithstanding -------------------------------------------- anything to the contrary in this Agreement, no shares of stock purchased upon exercise of the Option, and no certificate representing all or any part of such shares, shall be issued or delivered if (i) such shares have not been admitted to listing upon official notice of issuance on each stock exchange upon which shares of that class are then listed or (ii) in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange listing agreement to which the Company is a party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company. 8. Transferability. Neither the Option nor any interest therein may --------------- be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution; provided, however, that the Participant, may transfer the Option -------- ------- for no consideration to or for the benefit of the Participant's Immediate Family (including, without limitation, to a trust for the benefit of the Participant's Immediate Family or to a partnership or limited liability company for one or more members of the Participant's Immediate Family), subject to such limits as the Committee may establish, and the transferee shall remain subject to the terms and conditions applicable to the Option prior to such transfer. The foregoing right to transfer the Option shall apply to the right to consent to amendments to this Agreement and, in the discretion of the Committee, shall also apply to the right to transfer ancillary rights associated with the Option. The term "Immediate Family" shall mean the Participant's spouse, parents, children, stepchildren, adoptive relationships, sisters, brothers and grandchildren (and, for this purpose, shall also include the Participant) 9. Plan. The Option is granted pursuant to the Plan, as in effect on ---- the Date of Grant, and is subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, however, that no such amendment shall deprive Participant, without his or her consent, of the Option or of any of Participant's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement, the Option and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon Participant. Until the Option shall expire, terminate or be exercised in full, the Company shall, upon written request therefor, send a copy of the Plan, in its then-current form, to Participant or any other person or entity then entitled to exercise the Option. -7- 10. Shareholder Rights. No person or entity shall be entitled to ------------------ vote, receive dividends or be deemed for any purpose the holder of any Option Shares until the Option shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Agreement. 11. Employment or Contract Rights. No provision of this Agreement or ----------------------------- of the Option granted hereunder shall (i) confer upon Participant any right to continue in the employ of or contract with the Company or any of its subsidiaries, (ii) affect the right of the Company and each of its subsidiaries to terminate the employment or contract of Participant, with or without cause, or (iii) confer upon Participant any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. Participant hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment or contract of Participant at any time and for any reason, or for no reason, unless Participant and the Company or such subsidiary are parties to a written employment or independent contractor agreement that expressly provides otherwise. 12. Governing Law. This Agreement and the Option granted hereunder ------------- shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles. IN WITNESS WHEREOF, the Company and Participant have duly executed this Agreement as of the Date of Grant. GBC BANCORP By ________________________________ Authorized Representative -8- PARTICIPANT ___________________________________ Signature ___________________________________ Printed Name ___________________________________ Street Address ___________________________________ City, State and Zip Code ___________________________________ Social Security Number -9- EX-99.4 9 FORM OF RESTRICTED STOCK AGREEMENT EXHIBIT 99.4 GBC BANCORP 1999 EMPLOYEE STOCK INCENTIVE PLAN RESTRICTED STOCK AGREEMENT -------------------------- This Restricted Stock Agreement ("Agreement") is made and entered into as of the Date of Award indicated below by and between GBC Bancorp, a California corporation (the "Company"), and the person named below ("Participant"). WHEREAS, Participant is an employee, director or consultant of the Company or one or more of its subsidiaries; and WHEREAS, pursuant to the Company's 1999 Employee Stock Incentive Plan (the "Plan"), the Board of Directors of the Company, or the committee of the Board of Directors administering the Plan (the "Committee"), has approved the award to Participant of the right to acquire shares of the common stock of the Company (the "Common Stock"), on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties hereto hereby agree as follows: 1. Award; Certain Terms and Conditions. The Company hereby ----------------------------------- awards to Participant, and Participant hereby accepts, as of the Date of Award, the right to acquire the number of shares of Common Stock indicated below (the "Restricted Shares") for the Cash Purchase Price per share indicated below. The aggregate Cash Purchase Price must be paid to the Company on or prior to 5:00 p.m. (local time at the Company's principal executive office) upon the sixtieth day following the Date of Award. The Restricted Shares shall be subject to all of the terms and conditions set forth in this Agreement, including the restrictions imposed pursuant to Section 3 hereof; provided, however, that on -------- ------- each anniversary of the Date of Award, such restrictions shall terminate with respect to that number of Restricted Shares (rounded to the nearest whole share) equal to the total number of Restricted Shares multiplied by the Annual Vesting Rate -1- indicated below (the termination of such restrictions with respect to any Restricted Share, for any reason, shall be referred to herein as the "vesting" of such share). Participant: ________________ Date of Award: ________________ Number of shares purchasable: ________________ Cash Purchase Price per share: $_______________ Annual Vesting Rate: ________________% 2. Consideration for Shares; Method of Payment. -------------------------------------------- (a) The consideration for the issuance and sale of Restricted Shares contemplated hereby may include, in addition to the Cash Purchase Price per share indicated in Section 1 hereof, consideration in the form of past services to the Company or one or more of its subsidiaries. If the Cash Purchase Price per share is $0, then (i) the total consideration for the issuance and sale of the Restricted Shares shall be deemed to be equal to $0.01 per share and (ii) such consideration shall be deemed to have been received by the Company, on or prior to the Date of Award, in the form of past services. (b) The aggregate Cash Purchase Price must be paid to the Company in cash or by check payable to the Company. Upon payment to the Company in full of the aggregate Cash Purchase Price as provided herein on or prior to 5:00 p.m. (local time at the Company's principal executive office) on the sixtieth day following the Date of Award, Participant shall be deemed to have purchased the Restricted Shares effective as of the Date of Award. 3. Restrictions. Until a Restricted Share vests, it may not be ------------- sold, assigned, conveyed, gifted, pledged, hypothecated, or otherwise transferred in any manner. 4. Acceleration of Vesting. ----------------------- (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that Participant shall cease to be an employee, director or consultant of the Company or any of its subsidiaries (such event shall be referred to herein as the "Termination" of Participant's "Employment") for any reason, or for no reason (other than if Participant's Employment is Terminated as the result of malfeasance or gross -2- misfeasance in the performance of duties, or conviction of illegal activity in connection therewith or conviction of a felony), within one year after a Change of Control (as hereinafter defined), all of the then unvested Restricted Shares shall vest upon the date of such event. (b) "Change of Control" shall mean the first to occur of the following events: (i) any date upon which the directors of the Company who were nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of the Company; (ii) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 50% or more of the voting power the Company (a "50% Stockholder"); provided, however, that the terms "person" and "entity," as -------- ------- used in this clause (ii) shall not include (A) the Company or any of its subsidiaries, (B) any employee benefit plan of the Company or any of its subsidiaries, (C) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (D) any person or entity who was a 50% Stockholder on the date of adoption of the Plan by the Board; or (iii) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the sole purpose of which is to change the Company's domicile solely within the United States) the consummation of which results in the outstanding securities of any class then comprising the Restricted Shares being exchanged for or converted into cash, property or a different kind of securities; provided, -------- however, that a Change of Control shall not be deemed to occur if, as a ------- result of such reorganization, merger or consolidation of the Company, the securities of any class then subject to the Option (the "Option Securities") are exchanged for or converted into securities that represent the same beneficial ownership of the Company and possess the same voting, liquidation and other rights to which the Option Securities were entitled immediately prior to such reorganization, merger or consolidation. (c) In addition, the Committee, in its sole discretion, may accelerate the vesting of any or all of the Restricted Shares at any time. -3- 5. Repurchase of Restricted Shares. Notwithstanding anything to the ------------------------------- contrary contained in this Agreement, if Participant shall cease to be an employee, director or consultant of the Company or any of its subsidiaries for any reason, or for no reason, then, unless the Committee shall determine otherwise, the Company shall repurchase each then unvested Restricted Share at a purchase price equal to the Cash Purchase Price per share. 6. Payment of Withholding Taxes. If the Company becomes obligated to ---------------------------- withhold an amount on account of any federal, state or local tax imposed as a result of the sale of the Restricted Shares to Participant pursuant to this Agreement or the termination of the restrictions imposed upon the Restricted Shares hereunder, including, without limitation, any federal, state or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax (the date upon which the Company becomes so obligated shall be referred to herein as the "Withholding Date"), then Participant shall pay such amount (the "Withholding Liability") to the Company on the Withholding Date in cash or by check payable to the Company. 7. Escrow. ------ (a) Until a Restricted Share vests, (i) the record address of the holder of record of such Restricted Share shall be c/o the Secretary of the Company at the address of the Company's principal executive office, (ii) the stock certificate representing such Restricted Share (together with any cash, property or securities comprising all or any part of such Restricted Share as provided in Section 8 hereof) shall be held in escrow in the custody of the Secretary of the Company, duly endorsed in blank or accompanied by a duly executed stock power, and (iii) such stock certificate shall contain the following legend: "The transfer and registration of transfer of the securities represented by this certificate are subject to certain restrictions as provided in a Restricted Stock Agreement dated as of [Date of Award to be inserted] by and between the Corporation and [name of Participant to be inserted]." (b) From and after the date upon which a Restricted Share vests, the holder of record of such Restricted Share shall be entitled (provided that Participant shall have paid the Withholding Liability to the Company pursuant to Section 6 hereof) to receive the stock certificate representing such Restricted Share (together with any cash, property or securities comprising all or any part of such Restricted Share as provided in Section 8 hereof), which stock certificate shall not contain the legend set forth in subsection (a)(iii) above. -4- 8. Voting; Dividends; Certain Corporate Transactions. The holder of ------------------------------------------------- record of any Restricted Share shall be entitled to exercise all voting rights with respect to such share and to receive all regular cash dividends paid with respect thereto. In the event that the outstanding securities of any class then comprising the Restricted Shares are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Committee shall determine otherwise, the term "Restricted Shares" shall, from and after the date of such event, include such cash, property or securities so distributed in respect of the Restricted Shares, or into or for which the Restricted Shares are so increased, decreased, exchanged or converted. 9. Plan. The Restricted Shares are being sold pursuant to the Plan, ---- as in effect on the Date of Award, and are subject to all the terms and conditions of the Plan, as the same may be amended from time to time; provided, -------- however, that no such amendment shall deprive Participant, without his or her - ------- consent, of the Restricted Shares or of any of Participant's rights under this Agreement. The interpretation and construction by the Committee of the Plan, this Agreement and such rules and regulations as may be adopted by the Committee for the purpose of administering the Plan shall be final and binding upon Participant. Until the Restricted Shares shall vest or be forfeited, the Company shall, upon written request therefor, send a copy of the Plan, in its then current form, to the holder of record of the Restricted Shares. 10. Employment or Contract Rights. No provision of this Agreement ----------------------------- shall (i) confer upon Participant any right to continue in the employ of or contract with the Company or any of its subsidiaries, (ii) affect the right of the Company and each of its subsidiaries to terminate the employment or contract of Participant, with or without cause, or (iii) confer upon Participant any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Plan. Participant hereby acknowledges and agrees that the Company and each of its subsidiaries may terminate the employment or contract of Participant at any time and for any reason, or for no reason, unless Participant and the Company or such subsidiary are parties to a written employment or consulting agreement that expressly provides otherwise. -5- 11. Governing Law. This Agreement shall be governed by and construed ------------- and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles. IN WITNESS WHEREOF, the Company and Participant have duly executed this Agreement as of the Date of Award. GBC BANCORP By _____________________________________ Authorized Representative PARTICIPANT ________________________________________ Signature ________________________________________ Printed Name ________________________________________ Street Address ________________________________________ City, State and Zip Code ________________________________________ Social Security Number -----END PRIVACY-ENHANCED MESSAGE-----