<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PFF BANCORP, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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PFF BANCORP, INC.
350 South Garey Avenue
Pomona, California 91766
(909) 623-2323
August 16, 1999
Fellow Stockholders:
You are cordially invited to attend the annual meeting of stockholders (the
"Annual Meeting") of PFF Bancorp, Inc. (the "Company"), the holding company for
PFF Bank & Trust (the "Bank"), which will be held on Wednesday, September 22,
1999, at 9:00 a.m., Pacific Time, at the Sheraton Suites Fairplex, 601 W.
McKinley Avenue, Pomona, California.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. Directors and officers
of the Company, as well as a representative of KPMG LLP, the Company's
independent auditors, will be present at the Annual Meeting to respond to any
questions that our stockholders may have regarding the business to be
transacted.
The Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" the nominees as directors specified
under Proposal 1 and "FOR" Proposals 2 and 3.
Whether or not you expect to attend, please sign and return the enclosed
proxy card promptly in the postage-paid envelope provided so that your shares
will be represented. Your cooperation is appreciated since a majority of the
common stock must be represented, either in person or by proxy, to constitute a
quorum for the conduct of business.
On behalf of the Board of Directors and all of the employees of the Company
and the Bank, we thank you for your continued interest and support.
Sincerely yours,
/s/ Larry M. Rinehart
Larry M. Rinehart
President, Chief Executive Officer
and Director
<PAGE>
PFF BANCORP, INC.
350 South Garey Avenue
Pomona, California 91766
(909) 623-2323
________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 22, 1999
________________________________________
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders (the "Annual
Meeting") of PFF Bancorp, Inc. (the "Company") will be held on Wednesday,
September 22, 1999, at 9:00 a.m., Pacific Time, at the Sheraton Suites Fairplex,
601 W. McKinley Avenue, Pomona, California.
The purpose of the Annual Meeting is to consider and vote upon the
following matters:
1. The election of three directors for terms of three years each or until
their successors are elected and qualified;
2. The approval of the PFF Bancorp, Inc. 1999 Incentive Plan;
3. The ratification of the appointment of KPMG LLP as independent auditors
of the Company for the fiscal year ending March 31, 2000; and
4. Such other matters as may properly come before the meeting and at any
adjournments thereof, including whether or not to adjourn the meeting.
The Board of Directors has established July 31, 1999, as the record date
for the determination of stockholders entitled to receive notice of and to vote
at the Annual Meeting and at any adjournments thereof. Only recordholders of
the Common Stock of the Company as of the close of business on such record date
will be entitled to vote at the Annual Meeting or any adjournments thereof. In
the event there are not sufficient votes for a quorum or to approve or ratify
any of the foregoing proposals at the time of the Annual Meeting, the Annual
Meeting may be adjourned in order to permit further solicitation of proxies by
the Company. A list of stockholders entitled to vote at the Annual Meeting will
be available at the administrative offices of the Company, 350 South Garey
Avenue, Pomona, California 91766, for a period of ten days prior to the Annual
Meeting and will also be available at the Annual Meeting itself.
By Order of the Board of Directors
/s/ Carole F. Olson
Carole F. Olson
Secretary
Pomona, California
August 16, 1999
<PAGE>
PFF BANCORP, INC.
_________________________________________
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
September 22, 1999
__________________________________________
Solicitation and Voting of Proxies
This Proxy Statement is being furnished to stockholders of PFF Bancorp,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors (the "Board of Directors" or "Board") of proxies to be used at the
annual meeting of stockholders (the "Annual Meeting"), to be held on Wednesday,
September 22, 1999 at 9:00 a.m., Pacific Time, at the Sheraton Suites Fairplex,
601 W. McKinley Avenue, Pomona, California and at any adjournments thereof. The
1999 Annual Report to Stockholders, including consolidated financial statements
for the fiscal year ended March 31, 1999, accompanies this Proxy Statement,
which is first being mailed to recordholders on or about August 16, 1999.
Regardless of the number of shares of Common Stock owned, it is important
that recordholders of a majority of the shares be represented by proxy or
present in person at the Annual Meeting. Stockholders are requested to vote by
completing the enclosed proxy card and returning it signed and dated in the
enclosed postage-paid envelope. Stockholders are urged to indicate their vote
in the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxy cards will be voted
"For" the election of the nominees for director named in this Proxy Statement,
"For" the approval of the PFF Bancorp, Inc. 1999 Incentive Plan (the "1999
Incentive Plan") and "For" the ratification of KPMG LLP as independent auditors
of the Company for the fiscal year ending March 31, 2000.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that will
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
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The cost of solicitation of proxies on behalf of management will be borne
by the Company. In addition to the solicitation of proxies by mail, Kissel-
Blake, Inc., a proxy solicitation firm, will assist the Company in soliciting
proxies for the Annual Meeting and will be paid a fee of $4,000, plus out-of-
pocket expenses. Proxies may also be solicited personally or by telephone by
directors, officers and other employees of the Company and its subsidiary, PFF
Bank & Trust (the "Bank"), without additional compensation therefor. The
Company will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
Voting Securities
The securities which may be voted at the Annual Meeting consist of shares
of common stock of the Company ("Common Stock"), with each share entitling its
owner to one vote on all matters to be voted on at the Annual Meeting, except as
described below. There is no cumulative voting for the election of directors.
The close of business on July 31, 1999 has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 13,953,273 shares.
As provided in the Company's Certificate of Incorporation, recordholders of
Common Stock who beneficially own in excess of 10% of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote in respect of the shares
held in excess of the Limit. A person or entity is deemed to beneficially own
shares owned by an affiliate of, as well as by persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes
the Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit to supply information to the
Company to enable the Board of Directors to implement and apply the Limit.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit pursuant to the Company's
Certificate of Incorporation) is necessary to constitute a quorum at the Annual
Meeting. In the event there are not sufficient votes for a quorum or to approve
or ratify any proposal at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit the further solicitation of proxies.
As to the election of directors set forth in Proposal 1, the proxy card
being provided by the Board of Directors enables a stockholder to vote "FOR" the
election of the nominees proposed by the Board of Directors, or to "WITHHOLD"
authority to vote for one or more of the nominees being proposed. Under
Delaware law and the Company's bylaws, directors are elected by a plurality of
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votes cast, without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote for one or more of the nominees being proposed is
withheld.
As to the approval of the 1999 Incentive Plan set forth in Proposal 2 and
to the ratification of KPMG LLP as independent auditors of the Company set forth
in Proposal 3, and all other matters that may properly come before the Annual
Meeting, by checking the appropriate box, a shareholder may: (i) vote "FOR" such
item; (ii) vote "AGAINST" such item; or (iii) "ABSTAIN" from voting on such
item. Under the Company's bylaws, unless otherwise required by law, all such
matters shall be determined by a majority of the votes cast, without regard to
either (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the Company's transfer agent,
ChaseMellon Shareholder Services, L.L.C., and will be tabulated by inspectors of
election designated by the Board of Directors, who will not be employed by, or
be a director of, the Company or any of its affiliates. After the final
adjournment of the Annual Meeting, the proxies will be returned to the Company
for safekeeping.
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Security Ownership of Certain Beneficial Owners
The following table sets forth information as to those persons believed by
management to be beneficial owners of more than 5% of the Company's outstanding
shares of Common Stock on the Record Date or as disclosed in certain reports
regarding such ownership filed by such persons with the Company and with the
Securities and Exchange Commission ("SEC"), in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, as amended ("Exchange Act").
Other than those persons listed below, the Company is not aware of any person,
as such term is defined in the Exchange Act, that owns more than 5% of the
Company's Common Stock as of the Record Date.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class(1)
- ------------------ ------------------------------------------- --------------------------- -----------------
<S> <C> <C> <C>
Common Stock PFF Bank & Trust Employee Stock Ownership 1,549,821(2) 11.1%
Plan ("ESOP")
350 South Garey Avenue
Pomona, California 91766
Common Stock Thomson Horstmann & Bryant, Inc. 1,265,000(3) 9.1%
Park 80 West, Plaza Two
Saddle Brook, New Jersey 07663
Common Stock Mellon Bank Corporation 1,242,253(4) 8.9%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
Common Stock Capital Guardian Trust Company 1,020,000(5) 7.3%
11100 Santa Monica Boulevard
Los Angeles, California 90025-3384
</TABLE>
_____________________
(1) Based on 13,953,273 shares outstanding.
(2) CNA Trust has been appointed as the corporate trustee for the ESOP ("ESOP
Trustee"). The ESOP Trustee, subject to its fiduciary duty, must vote all
allocated shares held in the ESOP in accordance with the instructions of the
participants. At July 31, 1999, 433,951 shares had been allocated under the
ESOP and 1,111,288 shares remain unallocated. Under the terms of the ESOP,
the ESOP Trustee will vote the unallocated shares in a manner calculated to
most accurately reflect the instructions received from participants
regarding allocated shares so long as the ESOP Trustee determines such vote
is in accordance with the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
(3) Based on information contained in a Schedule 13G filed with the SEC on
January 25, 1999.
(4) Based on information contained in a Schedule 13G filed with the SEC on
February 4, 1999.
(5) Based on information contained in a Schedule 13G filed with the SEC on
February 12, 1999.
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PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of seven (7)
directors and is divided into three classes. Each of the seven members of the
Board of Directors of the Company also presently serves as a director of the
Bank. Directors are elected for staggered terms of three years each, with the
term of office of only one of the three classes of directors expiring each year.
Directors serve until their successors are elected and qualified.
The three nominees proposed for election at this Annual Meeting are William
T. Dingle, Robert W. Burwell and Curtis W. Morris. No person being nominated as
a director is being proposed for election pursuant to any agreement or
understandings between any such person and the Company.
In the event that any such nominee is unable to serve or declines to serve
for any reason, it is intended that the proxies will be voted for the election
of such other person as may be designated by the present Board of Directors.
The Board of Directors has no reason to believe that any of the persons named
will be unable or unwilling to serve. Unless authority to vote for the nominee
is withheld, it is intended that the shares represented by the enclosed proxy
card, if executed and returned, will be voted "For" the election of the nominees
proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with Respect to the Nominees, Continuing Directors and Certain
Executive Officers
The following table sets forth, as of the Record Date, the names of the
nominees, continuing directors and Named Executive Officers (as defined herein)
as well as their ages, a brief description of their recent business experience,
including present occupations and employment, certain directorships held by
each, the year in which each director became a director of the Bank, the year in
which their terms (or in the case of the nominees, their proposed terms) as
director of the Company expire. The table also sets forth the amount of Common
Stock and the percent thereof beneficially owned by each director and Named
Executive Officer and all directors and executive officers as a group as of the
Record Date.
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<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration of Common Stock
Occupation at Present Director Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned (2) Class
----------------------- --- -------- -------- --------- -----
<S> <C> <C> <C> <C> <C>
NOMINEES
Robert W. Burwell.............................. 67 1984 2002 96,012(3)(4) *
Vice Chairman of the Board of Directors of the
Company and the Bank. Mr. Burwell was
President and Chief Executive Officer of the
Pomona Valley Hospital Medical Center from
1972 until his retirement in 1993.
William T. Dingle.............................. 71 1974 2002 69,891(3)(4) *
Chief Executive Officer of Graves Automotive
Supply and Parkway Automotive Warehouse. Mr.
Dingle also serves on the Board of Directors
of Pomona Financial Services, Inc., PFF
Financial Services, Inc. and Diversified
Services, Inc.
Curtis W. Morris............................... 63 1988 2002 69,187(3)(4) *
Mr. Morris is associated with the law firm of
Lamb, Morris & Lobello and has been a
practicing attorney for 30 years.
CONTINUING DIRECTORS
Donald R. DesCombes............................ 67 1979 2001 98,169(3)(4) *
Chairman of the Board of Directors of the
Company and the Bank. Mr. DesCombes has
served as Chairman of the Board of the Bank
since 1989. Mr. DesCombes is Chairman of the
Board and a former owner of Averbeck Company
Insurance Brokers.
Robert D. Nichols.............................. 72 1986 2001 70,751(3)(4) *
President and Chief Executive Officer of the
Bank from August 1986 until his retirement in
August 1992.
Larry M. Rinehart.............................. 51 1994 2001 301,104(5)(6)(7) 2.2%
President and Chief Executive Officer of the
Company and the Bank since July 1992. Served
as President-elect and Executive Vice
President from July 1991 to July 1992. Mr.
Rinehart also serves as Director, President
and Chief Executive Officer of Pomona
Financial Services, Inc., PFF Financial
Services, Inc. and Diversified Services, Inc.
</TABLE>
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<TABLE>
<CAPTION>
Shares of
Name and Principal Expiration of Common Stock
Occupation at Present Director Term as Beneficially Percent of
and for Past Five Years Age Since(1) Director Owned (2) Class
----------------------- --- -------- -------- --------- -----
<S> <C> <C> <C> <C> <C>
Jil H. Stark................................... 62 1975 2000 66,891(3)(4) *
Formerly Director of Marian Miner Cook
Athenaeum of Claremont McKenna College, and
currently Community Coordinator. Mrs. Stark
also serves on the Board of Directors of
Pomona Financial Services, Inc., PFF
Financial Services, Inc. and Diversified
Services, Inc.
NAMED EXECUTIVE OFFICERS
Kevin McCarthy................................. 47 -- -- 172,825(5)(6)(7) 1.2%
Senior Executive Vice President of the Company
and Senior Executive Vice President and Chief
Operating Officer of the Bank. Mr. McCarthy
is a Director of Pomona Financial Services,
Inc., PFF Financial Services, Inc. and
Diversified Services, Inc.
Gregory C. Talbott............................. 45 -- -- 136,757(5)(6)(7) *
Executive Vice President, Chief Financial
Officer and Treasurer of the Company and the
Bank.
Gilbert F. Smith............................... 53 -- -- 67,409(5)(6)(7) *
Senior Vice President and General Counsel of
the Bank. Mr. Smith also serves as Chairman
of the Board of Pomona Financial Services,
Inc., PFF Financial Services, Inc., and
Diversified Services, Inc.
Jerald W. Groene............................... 51 -- -- 82,832(5)(6)(7) *
Senior Vice President and Chief Lending
Officer of the Bank. Mr. Groene is a
Director of Pomona Financial Services, Inc.,
PFF Financial Services, Inc. and Diversified
Services, Inc.
Stock ownership of all Directors and Executive
Officers as a Group (15 persons) -- -- 1,477,577(8) 10.1%
</TABLE>
____________________
* Does not exceed 1.0% of the Company's voting securities.
(1) Includes years of service as a director of the Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported
herein (except as noted).
(3) Includes 20,404 shares awarded to each outside director pursuant to the PFF
Bancorp, Inc. 1996 Incentive Plan (the "1996 Incentive Plan"), which vest
in five equal annual installments commencing on October 23, 1997 and March
26, 1998 and which have not yet vested. Also includes 13,602 and 3,060
shares with respect to Messrs. DesCombes and Nichols, respectively, which
have vested but receipt of which has been deferred by Messrs. DesCombes and
Nichols. Each outside director presently has voting power as to the shares
awarded.
(4) Includes 34,006 shares subject to options granted to each outside director
under the 1996 Incentive Plan which are currently exercisable. Excludes
51,011 shares subject to options granted to each outside director under the
1996 Incentive Plan which are not currently exercisable. Options granted
pursuant to the 1996 Incentive Plan become exercisable at a rate of 20% per
year
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commencing on October 23, 1997 and March 26, 1998.
(5) Includes 90,000, 54,000, 48,000, 25,500 and 25,500 shares awarded to
Messrs. Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under
the 1996 Incentive Plan which have not yet vested. Also includes 22,500 and
6,000 shares with respect to Messrs. Rinehart and Talbott which have vested
but receipt of which has been deferred at the option of Messrs. Rinehart
and Talbott. Awards to officers under the 1996 Incentive Plan vest at a
rate of 20% per year commencing on October 23, 1997; provided, however,
that 75% of the third, fourth and fifth annual installments will only vest
if the performance criteria established by the Compensation Committee is
satisfied. See "Executive Compensation-Compensation Committee Report on
Executive Compensation." Each participant presently has voting power as to
the shares awarded.
(6) Includes 142,157, 72,157, 55,357, 11,357 and 38,400 shares subject to
options granted to Messrs. Rinehart, McCarthy, Talbott, Smith and Groene,
respectively, under the 1996 Incentive Plan which are currently
exercisable. Excludes 225,000, 120,000, 102,000, 57,600 and 57,600 shares
subject to options granted to Messrs. Rinehart, McCarthy, Talbott, Smith
and Groene, respectively, under the 1996 Incentive Plan which are not
exercisable. Options become exercisable at a rate of 20% per year
commencing on October 23, 1997. See "Executive Compensation- 1996 Incentive
Plan."
(7) Includes 5,043, 5,508, 5,509, 5,400 and 5,174 shares allocated to Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively, under the
Bank's ESOP.
(8) Includes a total of 487,086 shares awarded under the 1996 Incentive Plan as
to which voting may be directed. Excludes a total of 1,042,563 shares
subject to options under the 1996 Incentive Plan which are not currently
exercisable. Includes 43,409 shares (including 26,634 shares set forth in
footnote 7 above) allocated to executive officers as a group under the
Bank's ESOP.
Meetings of the Board of Directors and Committees of the Board of Directors of
the Company
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees.
The Board of Directors of the Company meets monthly and may have additional
meetings as needed. During the year ended March 31, 1999, the Board of
Directors of the Company held twelve meetings. All of the directors of the
Company attended at least 75% of the total number of the Company's Board
meetings held and committee meetings on which such directors served during
fiscal 1999. The Board of Directors of the Company maintains committees, the
nature and composition of which are described below:
Audit Committee. The Audit Committee of the Company and the Bank consists
of Mrs. Stark and Messrs. Dingle and Burwell. The Audit Committee is
responsible for reporting to the Board on the general financial condition of the
Bank and the results of the annual audit, and is responsible for ensuring that
the Bank's activities are being conducted in accordance with applicable laws and
regulations. The Audit Committee of the Company met two times in fiscal 1999.
The Audit Committee of the Bank met two times in fiscal 1999.
Nominating Committee. The Company's Nominating Committee for the 1999
Annual Meeting consisted of Messrs. DesCombes, Rinehart and Nichols. The
committee considers and recommends the nominees for director to stand for
election at the Company's annual meeting of shareholders. The Company's
Certificate of Incorporation and Bylaws provide for stockholder nominations of
directors. These provisions require such nominations to be made pursuant to
timely notice in writing to the Secretary of the Company. The stockholder's
notice of nomination must contain all information relating to the nominee which
is required to be disclosed by the Company's Bylaws and by the Exchange Act.
The Nominating Committee met on May 26, 1999.
Employee Compensation and Benefits Committee. The Employee Compensation
and Benefits Committee of the Company consists of Messrs. Burwell, Dingle,
Morris, Nichols and
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Rinehart. The committee meets to establish compensation and benefits for the
executive officers and to review the incentive compensation programs when
necessary. The committee is also responsible for all matters regarding
compensation and benefits, hiring, termination and affirmative action issues for
other officers and employees of the Company and the Bank. The Employee
Compensation and Benefits Committee of the Company met two times in fiscal 1999.
The Compensation, Pension and Personnel Practices Committee of the Bank met two
times in fiscal 1999.
Directors' Compensation
Directors' Fees. The directors of the Company, except for Mr. Rinehart,
receive a retainer of $5,000 per year for service on the Board of Directors of
the Company. No committee meeting fees are paid by the Company. Currently, all
directors of the Bank except the Chairman of the Board and Mr. Rinehart receive
a retainer of $3,000 per month. The Chairman of the Board receives a monthly
retainer of $4,200. Mr. Rinehart does not receive any additional compensation
for serving as a director. No committee meeting fees are paid by the Bank. No
fees are currently being paid to the directors for service on the Boards of
Directors of the service companies.
Directors' Retirement Plan. The Bank maintains the PFF Bank & Trust
Directors' Retirement Plan (the "Directors' Retirement Plan"). The Directors'
Retirement Plan is frozen, in that no new benefits are accruing under the Plan
effective December 31, 1995. The Directors' Retirement Plan provides that, upon
retirement, retiring directors are eligible to receive an annual benefit equal
to 70% of the retiring directors' annualized final earnings based on monthly
board compensation as of December 31, 1995 (reduced by one one hundred and
twentieth (1/120) for each month of service less than 120) which shall continue
to be paid for at least 10 years and over the lifetime of the director
thereafter. All directors are currently credited with 120 months of service
under the plan except for Mr. Nichols who has been credited with 60 months of
service. Mr. Rinehart does not participate in the plan. Benefits may not start
until the director reaches age 65. The Directors' Retirement Plan provides that
in the event of a participant's death prior to payment of all benefits due to
the participant under the plan, the remaining benefits are to be paid to the
beneficiary or beneficiaries designated by the participant or, if no such
designation had been made, to the estate of the participant.
Directors' Deferred Compensation Plan. The Bank provides a non-qualified
plan which offers directors the opportunity to defer fee compensation and stock
awarded under the 1996 Incentive Plan. The primary form of benefit for deferred
fees is 120 monthly installment payments of the account balance. Such balance
shall equal the amount of the deferrals and interest thereon. Other forms of
benefit, including a lump sum payout, are available with certain restrictions.
Deferred stock awarded under the 1996 Incentive Plan, is accounted for in the
plan in the form of Common Stock units. The form of benefit for deferred stock
received through the 1996 Incentive Plan is a single lump sum payout made in
shares of Common Stock. The forms of benefit for other deferred stock is a
single lump sum payout or payment of equal installments over time. Prior to
March 1996, deferrals had been credited with an interest rate equal to the
highest interest rate paid on a designated date to depositors of the Bank. The
plan has been amended to allow for an
9
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alternative choice whereby deferrals may be credited with investment earnings or
losses equivalent to that of the Common Stock issued in connection with the
Company's initial public offering ("Common Stock Rate"). Previous deferrals, as
well as future deferrals, may be credited with the Common Stock Rate as of the
initial public offering. The Bank established an irrevocable grantor trust
("rabbi trust") to hold the assets of the Bank that are intended to be used to
satisfy the Bank's obligation with respect to benefits payable under the
Deferred Compensation Plan. Assets of the rabbi trust are subject to the claims
of creditors of the Bank solely in the event of the Bank's insolvency thereby
foregoing any tax consequences to participants until assets are distributed to
participants.
1996 Incentive Plan. Under the 1996 Incentive Plan maintained by the
Company, each director who is not an officer or employee of the Company or the
Bank received non-statutory stock options to purchase 76,516 shares of Common
Stock at an exercise price of $12.75, which was the fair market value of the
shares on the date of grant, October 23, 1996 (with Dividend Equivalent Rights
attached, as discussed below), and an award of 30,606 shares of Common Stock.
On March 26, 1997, each director who is not an officer or employee of the
Company or the Bank was granted non-statutory stock options to purchase 8,501
shares of Common Stock at an exercise price of $15.50, which was the fair market
value of the shares on the date of grant (with Dividend Equivalent Rights
attached, as discussed below), and an award of 3,400 shares of Common Stock
(collectively, the "Directors' Awards"). The Dividend Equivalent Rights provide
a separate cash benefit equal to 100% of the amount of any extraordinary
dividend (as defined in the 1996 Incentive Plan) declared by the Company on
shares of Common Stock subject to an option. The Directors' Awards initially
granted under the 1996 Incentive Plan will vest over a five-year period, at a
rate of 20% each year commencing on October 23, 1997 and March 26, 1998, the
first anniversaries of the respective dates of grant. On February 18, 1997, the
Employee Compensation and Benefits Committee of the Company and the
Compensation, Pension and Personnel Practices Committee of the Bank amended the
Directors' Awards agreements, effective March 28, 1997, to provide for
acceleration of the vesting of Directors' Awards upon a change in control of the
Company or the Bank (as defined in the 1996 Incentive Plan). All unexercised
options granted under the 1996 Incentive Plan expire 10 years following the date
of grant. All Directors' Awards will immediately vest upon death or disability.
Compensation Committee Interlocks and Insider Participation
The Employee Compensation and Benefits Committee is made up of five
directors: Messrs. Burwell, Dingle, Morris, Nichols and Rinehart. Mr. Rinehart
served as President and Chief Executive Officer of the Company and the Bank
during the fiscal year ended March 31, 1999.
10
<PAGE>
Executive Compensation
The report of the Compensation Committee and the stock performance graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act,
except as to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the SEC, the Company is required to provide certain data and
information in regard to the compensation and benefits provided to the Company's
Chief Executive Officer and other executive officers of the Company or the Bank.
The disclosure requirements for the Chief Executive Officer and other executive
officers include the use of tables and a report explaining the rationale and
considerations that led to fundamental compensation decisions affecting those
individuals. In fulfillment of this requirement, the Employee Compensation and
Benefits Committee of the Board of Directors of the Company, at the direction of
the Board of Directors, has prepared the following report for inclusion in this
Proxy Statement.
The Bank and the Company began a process following the issuance of stock in
March, 1996, to revise current executive compensation policies to reflect the
status of the Company as a public company and to assure competitive compensation
levels. The new policies incorporate financial results of the Company with
particular emphasis on the return on average equity ("ROAE") and the earnings
per share ("EPS") of the Company's stock.
Historical Approach. Historically, executive compensation has been
reviewed annually by the Bank's Compensation, Pension and Personnel Practices
Committee (the "Committee"). The Committee utilized various sources of
compensation information upon which to base their decisions. Compensation
information included compensation surveys and peer group analysis.
The Bank participated in or purchased a number of surveys to obtain current
compensation data. These surveys included Watson Wyatt 1998 Survey, William
Mercer 1998 California Benchmark Survey, Employers Group 1998 Survey, SNL
Executive Compensation Review, BAI Key Executive Compensation Survey, Western
Management Group Survey, Coopers Lybrand Survey and Economic Research Institute
Survey. The Bank also utilized proxy statement comparison data from our
selected peer group.
Historically, the Committee has focused on the salary and pay adjustments
for the President and Chief Executive Officer. The President and Chief
Executive Officer has focused on the salary and pay adjustments of the remainder
of the Executive Committee. In recent years, the Board has more fully reviewed
the total compensation package of the entire Executive Committee.
11
<PAGE>
In reviewing the compensation package for the Executive Committee, the
Committee considers a number of factors including asset size, earnings, type of
operations, corporate structure, geographic locations and budget considerations.
As a result, the Committee is provided with relevant, timely and reliable data
with which to make recommendations to the Board of Directors regarding
compensation.
Compensation Policies. The Committee has established the following goals
as incentives in setting Executive Compensation, including benefits:
. to target base salaries at a competitive average;
. to reward the achievement of the Bank's annual and long term strategic
goals;
. to retain executive officers by offering a full range of benefits
available at a competitive level to other executives of savings
institutions; and
. to provide additional motivation for the executive officers to enhance
stockholder value by linking a portion of the compensation package to
the performance of the Company's stock.
Components of Salary. Compensation is defined as cash or non-cash
remuneration in the form of salary, bonus, profit sharing, deferred
compensation, auto allowance, 401(k) employer match contribution, Supplemental
Executive Retirement Plan ("SERP") payments, ESOP allocations, stock grants and
options, and any other type of remuneration deemed by the Board to be
appropriate.
Annual Incentive Plan. The Committee has developed an Annual Incentive
Plan that is performance based and ties incentive payments to the goal
attainment of specific EPS and ROAE targets. In April 1998, the Board of
Directors approved the intent to make an incentive plan payout to all employees
in pay grades eleven and above. These are typically mid- and senior-level
management personnel. This payment is in conjunction with the attainment of
specific financial goals achieved during the Company's 1999 fiscal year. At the
completion of fiscal 1999, the Board of Directors approved the actual payout
which was made in April 1999.
1996 Incentive Plan. On October 23, 1996, stockholders approved the 1996
Incentive Plan, under which officers may receive options and awards. Stock
option awards will vest in five equal annual installments. Stock awards under
the 1996 Incentive Plan vest in five equal annual installments. The first and
second annual installments will vest respectively on the first and second
anniversary of the date of grant. Twenty-five percent (25%) of the third,
fourth and fifth annual installment will vest on the third, fourth and fifth
respective anniversary dates of the date of grant. The remaining seventy-five
percent (75%) of each of the third, fourth and fifth annual installments will be
subject to the achievement of multilevel performance goals relating to the
attainment of a target amount of earnings per share established by the
Committee. The Committee believes that stock ownership is a significant
incentive in building stockholders' wealth and aligning the interests of
employees with those of stockholders. Stock options and stock awards under the
1996 Incentive Plan were allocated by the Committee based upon the Company's
fiscal responsibility, regulatory practices and policies, the practices of other
recently converted financial institutions, as verified by
12
<PAGE>
external surveys based upon the officers' level of responsibility and
contributions to the Company and the Bank. Stock awards under the 1996 Incentive
Plan may be deferred under the Employee Deferred Compensation Plan. The
Committee will consider the amount of outstanding awards in determining the
total annual compensation package. See "-Summary Compensation Table" and "1996
Incentive Plan."
Chief Executive Officer. The Chief Executive Officer's evaluation included
consideration of leadership qualities demonstrated during the first three years
of operation as a publicly traded company. Specific accomplishments included
the hiring of more experienced commercial bank employees, cost reductions growth
of the business, consumer, commercial/industrial and construction loan programs,
reduction in the level of non-performing assets, and asset growth of the
Company. In addition to considering these specific accomplishments,
consideration was given to the results of an extensive survey of peer financial
institutions.
Based upon salary survey information of local financial institutions as
well as compensation data obtained from sources referenced in the "Historical
Approach" section of this proxy statement, the Board of Directors, at their July
1998 meeting, continued the freeze on the Chief Executive Officer's salary
originally established in April 1997. Subsequently, peer comparisons were also
conducted for the additional seven members of the Executive Committee of
management with no upward adjustments made. With the exception of possible
isolated individual adjustments, these salaries will continue to be frozen at
current levels through fiscal 2000. The Committee prefers to rely predominantly
on the 1996 Incentive Plan together with the Annual Incentive Plan as methods of
rewarding performance. Future consideration for salary increases for the Chief
Executive Officer and other members of the Executive Committee of management
will only be made to stay competitive with selected peer financial institutions.
The goal of the above referenced compensation policies, as implemented by
the Committee, is to be certain that all Executives are compensated consistent
with the above guidelines and to assure that all reasonable and possible efforts
are being exerted to maximum shareholder value. Compensation levels will be
reviewed as frequently as necessary to ensure this result.
The Employee Compensation and Benefits Committee
Robert W. Burwell Robert D. Nichols
William T. Dingle Larry M. Rinehart
Curtis W. Morris
13
<PAGE>
Stock Performance Graph. The following graph shows a comparison of
cumulative total stockholder return on the Company's Common Stock based on the
market price of the Common Stock with the cumulative total return of companies
on the Nasdaq Stock Market (U.S.) Index and Nasdaq Bank Stocks for the period
beginning on March 29, 1996, the day the Company's Common Stock began trading,
through March 31, 1999. The graph was derived from a limited period of time,
and, as a result, may not be indicative of possible future performance of the
Common Stock.
Comparison of Cumulative Total Returns
Among the Company, Nasdaq Stock Market (U.S.)
Index and the Nasdaq Bank Stock Index
[PERFORMANCE GRAPH APPEARS HERE]
- --------------------------------------------------------------------------------
Summary
<TABLE>
<CAPTION>
03/29/96 03/31/97 03/31/98 03/31/99
-------- -------- -------- --------
<S> <C> <C> <C> <C>
PFF Bancorp, Inc. 100.0 126.4 181.3 153.9
CRSP Index - Nasdaq Stock Market Index- 100.0 111.1 168.7 226.7
CRSP Index - Nasdaq Bank Stock Index- 100.0 136.6 224.9 202.5
</TABLE>
Notes:
A. The lines represent yearly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the yearly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to 100.00 on 3/29/96.
- --------------------------------------------------------------------------------
14
<PAGE>
Summary Compensation Table. The following table shows, for the fiscal
years ended March 31, 1999, 1998 and 1997, the cash compensation paid by the
Bank, as well as certain other compensation paid or accrued for those years, to
the Chief Executive Officer and the four highest paid executive officers of the
Bank who received compensation in excess of $100,000 ("Named Executive
Officers").
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Long Term Compensation
--------------------------------------------------
Awards Payouts
---------------------------------- -------
Annual Compensation (1)
------------------------------------------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Compensation Awards Options/SARs Payouts Compensation
Principal Position Year ($) Bonus ($) ($)(2) ($)(3) (#) ($)(4) ($)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Larry M. Rinehart, 1999 $300,000 $155,079 -- -- -- -- $45,444 (5)
President and Chief 1998 300,000 87,199 -- -- -- -- 45,335
Executive Officer 1997 238,164 18,320 -- $1,912,500 375,000 -- 44,747
Kevin McCarthy 1999 $200,004 $ 86,157 -- -- -- -- $40,971 (5)
Senior Executive 1998 200,004 48,416 -- -- -- -- 42,796
Vice President and 1997 156,000 12,000 -- $1,147,500 200,000 -- 32,437
Chief Operating Officer
Gregory C. Talbott 1999 $190,020 $ 81,856 -- -- -- -- $37,890 (5)
Executive Vice 1998 190,020 46,079 -- -- -- -- 42,944
President, Chief 1997 155,880 11,990 -- $1,020,000 170,000 -- 28,452
Financial Officer
and Treasurer
Gilbert F. Smith 1999 $150,000 $ 51,693 -- -- -- -- $42,128 (5)
Senior Vice 1998 150,000 29,160 -- -- -- -- 40,849
President, General 1997 130,440 10,034 -- $ 541,875 96,000 -- 25,489
Counsel
Jerald W. Groene 1999 $150,000 $ 51,693 -- -- -- -- $38,301 (5)
Senior Vice 1998 150,000 29,086 -- -- -- -- 32,830
President, Chief 1997 121,404 9,339 -- $ 541,875 96,000 -- 24,287
Lending Officer
</TABLE>
_____________________________
(1) Under Annual Compensation, the column titled "Salary" includes amounts
deferred by the Named Executive Officer pursuant to the Bank's 401(k) Plan,
as hereinafter defined, pursuant to which employees may defer up to 15% of
their compensation and executive officers may defer up to 5% of their
compensation, up to the maximum limits under the Code. These numbers are
subject to change based on Section 415 testing limits.
(2) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the last year, (b) payments of
above-market preferential earnings on deferred compensation, (c) payments of
earnings with respect to long-term incentive plans prior to settlement or
maturation, (d) tax payment reimbursements, or (e) preferential discounts on
stock.
(3) Pursuant to the 1996 Incentive Plan, Messrs. Rinehart, McCarthy, Talbott,
Smith and Groene were awarded 150,000, 90,000, 80,000, 42,500 and 42,500
shares, respectively, in fiscal 1997. The dollar amounts set forth in the
table represent the market value of the shares awarded on the date of grant.
The awards vest in five annual installments commencing on October 23, 1997,
the first anniversary of the date of grant. When shares become vested and
are distributed, the recipient will also receive an amount equal to
accumulated dividends and earnings thereon (if any). All awards vest
immediately upon termination due to
15
<PAGE>
death or disability. The awards to Messrs. Rinehart, McCarthy, Talbott,
Smith and Groene are subject to the attainment of certain performance goals
established by the Committee. See "-Compensation Committee Report on
Executive Compensation." At March 31, 1999, Messrs. Rinehart, McCarthy,
Talbott, Smith and Groene had 90,000, 54,000, 48,000, 25,500 and 25,500
shares, respectively, which remained unvested, with a market value of
$1,575,000, $945,000, $840,000, $446,250 and $446,250, respectively, as of
that date.
(4) For fiscal 1999, 1998 and 1997, the Bank had no long-term incentive plans in
existence. Accordingly, there were no payments or awards under any long-
term incentive plan.
(5) Includes $11,365, $7,200, $7,861, $8,947 and $6,614 in life insurance
premiums, $5,000, $4,692, $950, $3,750 and $3,750 in contributions to the
Bank's 401(k) Plan and $18,279, $18,279, $18,279, $17,137 and $17,137 in
contributions to the ESOP paid by the Bank for the benefit of Messrs.
Rinehart, McCarthy, Talbott, Smith and Groene, respectively. Also includes
$10,800 for each officer as payment for auto allowances. Includes $1,494 in
interest on the Bank's 401(k) Mirror Plan for the benefit of Mr. Smith.
Employment Agreements
The Bank and the Company have entered into employment agreements with
Messrs. Rinehart and McCarthy (individually, the "Executive"). The employment
agreements are intended to ensure that the Bank and the Company will be able to
maintain a stable and competent management base. The continued success of the
Bank and the Company depends to a significant degree on the skills and
competence of Messrs. Rinehart and McCarthy.
The employment agreements provide for a three-year term for Messrs.
Rinehart and McCarthy. The Bank employment agreements provide that, commencing
on the first anniversary date and continuing each anniversary date thereafter,
the Board of Directors of the Bank may extend the agreement for an additional
year so that the remaining term shall be three years, unless written notice of
non-renewal is given by the Board of Directors of the Bank after conducting a
performance evaluation of the Executive. The terms of the Company employment
agreements shall be extended on a daily basis unless written notice of non-
renewal is given by the Board of Directors of the Company. The agreements
provide that the Executive's base salary will be reviewed annually. The annual
base salaries for Messrs. Rinehart and McCarthy for the fiscal year ended 1999
are $300,000 and $200,004 respectively. In addition to the base salary, the
agreements provide for, among other things, participation in stock benefit plans
and other fringe benefits applicable to executive personnel.
The agreements provide for termination by the Bank or the Company for cause
as defined in the agreements at any time. In the event the Bank or the Company
chooses to terminate the Executive's employment for reasons other than for
cause, or in the event of the Executive's resignation from the Bank and the
Company upon: (i) failure to re-elect the Executive to his current office(s);
(ii) a material change in the Executive's functions, duties or responsibilities;
(iii) a relocation of the Executive's principal place of employment by more than
25 miles; (iv) a material reduction in the benefits and perquisites to the
Executive; (v) liquidation or dissolution of the Bank or the Company; or (vi) a
breach of the agreement by the Bank or the Company, the Executive or, in the
event of the Executive's subsequent death, his beneficiary, would be entitled to
receive an amount equal to the remaining base salary payments due to the
Executive and the contributions that would have been made on the Executive's
behalf to any employee benefit plans of the Bank or the
16
<PAGE>
Company during the remaining term of the agreement provided, however, that the
payment shall not, in the aggregate, exceed three times the average of the
Executive's five preceding taxable years' annual compensation. The Bank and the
Company would also continue, and pay for, the Executive's life, health and
disability coverage for the remaining term of the agreement.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank or the Company (as defined in the Employment
Agreement), the Executive or, in the event of the Executive's death, his
beneficiary, would be entitled to a severance payment equal to the greater of:
(i) the payments due for the remaining term of the agreement; or (ii) three
times the average of the five preceding taxable years' annual compensation. The
Bank and the Company would also continue, and pay for, the Executive's life,
health, and disability coverage for thirty-six months.
Notwithstanding that both agreements provide for a severance payment in the
event of a change in control, the Executive would only be entitled to receive a
severance payment under one agreement. In the event of a change in control,
based upon three times 1999 base salary as reported in the Summary Compensation
Table, Messrs. Rinehart and McCarthy would receive approximately $900,000 and
$600,012, respectively, in severance payments, in addition to other cash and
noncash benefits.
Payments under the agreements in the event of a change in control may
constitute an excess parachute payment under Section 280G of the Internal
Revenue Code (the "Code") for executive officers, resulting in the imposition of
an excise tax on the recipient and denial of the deduction for such excess
amounts to the Company and the Bank. Under the Company's agreements, if such
payment constitutes an excess parachute payment under Section 280G of the Code,
the executive officer will receive a benefit under the agreement equal to the
greater of (i) the total benefits payable under the agreement taking into
account the state and federal income and excise taxes on such amounts or (ii)
the amount that is one dollar less than the triggering amount for the imposition
of the excise tax under Section 280G.
Payments to the Executive under the Bank's agreement will be guaranteed by
the Company in the event that payments or benefits are not paid by the Bank.
Payment under the Company's agreement would be made by the Company. All
reasonable costs and legal fees paid or incurred by the Executive pursuant to
any dispute or question of interpretation relating to the Agreements shall be
paid by the Bank or Company, respectively, if the Executive is successful
pursuant to a legal judgment, arbitration or settlement. The employment
agreements also provide that the Bank and Company shall indemnify the Executive
to the fullest extent allowable under federal and Delaware law, respectively.
Termination and Change in Control Agreements
The Bank has entered into two-year termination and change in control
agreements ("CIC Agreement") with Messrs. Smith, Golish and Groene and Ms.
Lemons and Ms. Scullin and, effective
17
<PAGE>
April 1998, a three-year CIC Agreement with Mr. Talbott. Commencing on the first
anniversary date and continuing on each anniversary thereafter, the Bank's CIC
Agreements may be renewed by the Board of Directors for an additional year. The
Company has entered into a three-year CIC Agreement with Mr. Talbott similar to
the Bank's CIC Agreement except that the term of the Company's CIC Agreement
shall be extended on a daily basis. The CIC Agreements provide that in the event
voluntary or involuntary termination follows a change in control of the Bank or
the Company, the officer or, in the event of death, his beneficiary, would be
entitled to receive a severance payment equal to two (three in the case of Mr.
Talbott) times the officer's average annual compensation for the five (two in
the case of the Company's CIC Agreement and three in the case of Mr. Talbott)
years preceding termination subject to the limitation that such payment not
exceed three times the officer's average annual compensation of the previous
five years (the Company's CIC Agreement has no such limitation). The Bank would
also continue, and pay for, the officer's life, health and disability coverage
for a period of twenty-four (24) (thirty-six (36) in the case of Mr. Talbott)
months from the date of termination. Payments to the officer under the Bank's
CIC Agreements will be guaranteed by the Company in the event that payments or
benefits are not paid by the Bank.
The CIC Agreements also provide for a severance payment in the event of an
involuntary termination of the officer by the Bank other than in a change in
control, except for cause. The severance payment is a sum equal to twenty-six
weeks of base salary for each three years of service up to a maximum of one-
hundred and four weeks and is conditioned on the officer releasing the Bank from
any causes of action against the Bank or the Company arising during any period
of employment from the employment relationship, other than claims under the
various employee benefit plans of the Bank and the Company.
1996 Incentive Plan
The Company maintains the 1996 Incentive Plan, which provides discretionary
awards of options to purchase Common Stock, option-related awards and awards of
Common Stock (collectively, "Awards") to officers, directors and key employees
as determined by a committee of the Board of Directors. Awards of Common Stock
to officers, directors and key employees is provided under "Restricted Stock
Awards" in the "Summary Compensation Table." No options were granted under the
1996 Incentive Plan to the Named Executive Officers for fiscal 1999.
18
<PAGE>
The following table provides certain information with respect to exercises
of stock options during the fiscal year ended March 31, 1999 by Named Executive
Officers and to the number of shares of Common Stock represented by outstanding
options held by the Named Executive Officers as of March 31, 1999. Also reported
are the values for "in-the-money" options which represent the positive spread
between the exercise price of any such existing stock options and the year end
price of the Common Stock.
Aggregate Fiscal Year-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In the Money
Options/SARs at Options/SARs at
Fiscal Year-End(#)(1) Fiscal Year-End ($)(2)(3)
------------------------------ ------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ------------ --------------- ------------- --------------
<S> <C> <C> <C> <C>
Larry M. Rinehart....... 142,157 225,000 $675,246 $1,068,750
Kevin McCarthy.......... 72,157 120,000 $342,746 $ 570,000
Gregory C. Talbott...... 60,157 102,000 $285,746 $ 484,500
Gilbert F. Smith........ 19,200 57,600 $ 91,200 $ 273,600
Jerald W. Groene........ 38,400 57,600 $182,400 $ 273,600
</TABLE>
___________________________
(1) The options in this table have an exercise price of $12.75.
(2) The price of the Common Stock on March 31, 1999 was $17.50.
(3) Based on the market value of the underlying Common Stock at fiscal year
end, minus the exercise price.
Retirement Plan
The Bank maintains a defined benefit plan (the "Retirement Plan") for
certain salaried employees who had attained the age of 21 and completed one year
of service prior to December 31, 1995. Effective December 31, 1995, the
Retirement Plan was frozen and Participants ceased the accrual of additional
benefits under the Retirement Plan although vesting will continue according to
the terms of the Retirement Plan. After December 31, 1995 no new Participants
entered the Retirement Plan. The Retirement Plan is designed to comply with the
requirements under Section 401(a) of the Code.
The Retirement Plan provides for a monthly benefit to the employee upon
retirement at the age of 65, or if later, the fifth anniversary of the
employee's initial participation in the Retirement Plan ("Normal Retirement
Age"). The Retirement Plan also provides for a monthly benefit upon the
19
<PAGE>
Participant's death, disability and early retirement. Early retirement is
conditioned upon the attainment of the age of 55, and the completion by the
Participant of 15 years of service. No new accrual of years of service will
occur after December 31, 1995. Benefits under the Plan are determined taking
into account the participant's final average earnings, social security benefits
and years of credited service under the Retirement Plan as of December 31, 1995.
The following table sets forth the estimated annual benefits payable upon
retirement at age 65 in the year ended December 31, 1995, expressed in the form
of a single life annuity, for the final average salary and benefit service
classifications specified.
<TABLE>
<CAPTION>
PFF Bank & Trust Employee Pension Plan
-----------------------------------------------------
Years of Service
Final Average
Compensation 15 20 25 30 35
- -------------------- ---------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 13,598 $ 18,130 $ 22,663 $22,663 $ 22,663
100,000 29,723 39,630 49,538 49,538 49,538
150,000 45,848 61,130 76,413 76,413 76,413
200,000 45,848 61,130 76,413 76,413 76,413
250,000 45,848 61,130 76,413 76,413 76,413
300,000 45,848 61,130 76,413 76,413 76,413
350,000 45,848 61,130 76,413 76,413 76,413
400,000 45,848 61,130 76,413 76,413 76,413
</TABLE>
Compensation under the Retirement Income Plan includes all regular pay and
overtime. The benefit amounts listed above were computed on a single life
annuity basis, which is the normal form under the plan.
The approximate years of service, as of January 1, 1996 for the Named
Executive Officers are as follows:
<TABLE>
<CAPTION>
Service
-------
Name Years Months
---- --------- ----------
<S> <C> <C>
Larry M. Rinehart 18 3
Kevin McCarthy 18 -
Gregory C. Talbott 8 7
Gilbert F. Smith 24 2
Jerald W. Groene 23 6
</TABLE>
The freezing of accrued benefits on December 31, 1995 results in no
additional service for purposes of benefit determination being accrued for the
named executive officer.
Supplemental Executive Retirement Plan
The Bank maintains a non-qualified Supplemental Executive Retirement Plan
("SERP") to provide certain officers and highly compensated employees with
additional retirement benefits. The
20
<PAGE>
SERP reflects the freezing of the Pension Plan as of December 31, 1995. The
benefits provided under the SERP are directly related to those provided under
these three qualified employee benefit plans sponsored by the Bank, namely the
ESOP, the 401(k) Plan and the Pension Plan. With respect to the Pension Plan,
the SERP provides a benefit equal to the present value of the previous SERP
benefit accrued as of December 31, 1995. No additional contributions will be
made by the Bank to provide this benefit, as this portion of the SERP is only a
deferral mechanism (with interest) of the frozen Pension Plan benefit. The SERP
also provides a benefit equal to the difference between (i) the benefits which
would have been provided by employer contributions to the 401(k) Plan and the
ESOP if such contributions and benefits were calculated without the limitations
imposed by the qualification rules of the Code and (ii) the actual benefit
provided under each plan. Benefits under the SERP will be provided at retirement
in the form of some combination of an annuity, lump sum cash or stock
distribution.
The Bank has established an irrevocable grantor's trust in connection with
the SERP. This trust is funded with contributions from the Bank for the purpose
of providing the benefits promised to the participants under the terms of the
SERP. The SERP participants have only the rights of unsecured creditors with
respect to the trust's assets, and will not recognize income with respect to
benefits provided by the SERP until such benefits are received by the
participants. The assets of the trust are subject to the claims of the Bank's
creditors solely in the event of the Bank's insolvency, thereby foregoing any
tax consequences to the participants until assets are distributed to
participants. Earnings on the trust's assets are taxable to the Bank. The
trust's assets may be invested in the Company's stock.
Transactions with Certain Related Persons
With certain exceptions permitted under the Federal Reserve Act and
Regulation O, all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In addition, loans made to a director or
executive officer in excess of the greater of $25,000 or 5% of the Bank's
capital and surplus (up to a maximum of $500,000) must be approved in advance by
a majority of the disinterested members of the Board of Directors.
The Bank has determined that preferred rate loans for executive officers
and directors are part of the Bank's overall benefits and compensation program,
and therefore, executive officers and directors are permitted to receive the
preferred rate so long as they are made within the limitations of the Federal
Reserve Act and Regulation O.
As of March 31, 1999, nine of the Bank's executive officers or directors
had a total of eleven loans outstanding, totalling approximately $2.4 million in
the aggregate. Of the eleven loans currently outstanding to executive officers
or directors, eight loans are receiving a preferred rate. For
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those receiving the preferred rate, seven loans are secured by the borrower's
principal residence and one loan to a director is secured by rental property.
It is the policy of the Company that all transactions between the Company
and its executive officers, directors, holders of 10% or more of the shares of
any class of its common stock and affiliates thereof, contain terms no less
favorable to the Company than could have been obtained by it in arm's-length
negotiations with unaffiliated persons and are required to be approved by a
majority of independent outside directors of the Company not having any interest
in the transaction.
PROPOSAL 2. APPROVAL OF THE PFF BANCORP, INC. 1999 INCENTIVE PLAN
The Board of Directors of the Company is presenting for stockholder
approval the PFF Bancorp, Inc. 1999 Incentive Plan, in the form attached hereto
as Exhibit A. The purpose of the 1999 Incentive Plan is to attract and retain
qualified personnel in key positions, provide officers, key employees and non-
employee directors with a proprietary interest in the Company as an incentive to
contribute to the success of the Company and reward key employees for
outstanding performance. The following is a summary of the material terms of the
1999 Incentive Plan which is qualified in its entirety by the complete
provisions of the 1999 Incentive Plan document attached as Exhibit A.
General
The 1999 Incentive Plan authorizes the granting of options to purchase
Common Stock and option-related awards (collectively, "Awards"). Subject to
certain adjustments to prevent dilution, the maximum number of shares reserved
for Awards under the 1999 Incentive Plan is 625,000 shares. All officers, other
employees and directors of the Company and its affiliates, are eligible to
receive Awards under the 1999 Incentive Plan. However, the Company intends that
all officers, directors and employees who have received stock awards or stock
options under the Company's 1996 Incentive Plan will not be granted Awards under
the 1999 Incentive Plan until those awards received under the 1996 Incentive
Plan have fully vested or been forfeited. The 1999 Incentive Plan will be
administered by a Committee consisting of the entire Board of Directors or
consisting solely of two or more outside directors (the "Committee"). Authorized
but unissued shares or shares previously issued and reacquired by the Company
may be used to satisfy Awards under the 1999 Incentive Plan. If authorized but
unissued shares are used to satisfy Awards, there will be an increase in the
number of shares outstanding, which would have a dilutive effect on the holdings
of existing stockholders. The 1999 Incentive Plan will be in effect for a period
of ten years from the date of approval by the stockholders.
Awards
Types of Awards. The 1999 Incentive Plan authorizes the grant of Awards to
officers, employees and directors in the form of (i) options to purchase the
Company's Common Stock intended to qualify as incentive stock options under
Section 422 of the Code (options which afford
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tax benefits to the recipients upon compliance with certain conditions and which
do not result in tax deductions to the Company, referred to as "Incentive Stock
Options"); (ii) options that do not so qualify (options which do not afford
income tax benefits to recipients, but which may provide tax deductions to the
Company, referred to as "Non-statutory Stock Options"); (iii) limited rights
(discussed below) which are exercisable only upon a change in control of the
Company (as defined in the 1999 Incentive Plan) ("Limited Rights"); (iv)
dividend equivalent rights (discussed below) which provide option holders with a
cash benefit in the event of the payment by the Company of an extraordinary
dividend (as defined in the 1999 Incentive Plan) to stockholders ("Dividend
Equivalent Rights"); and (v) equitable adjustment rights (discussed below) which
provide option holders upon the payment of an extraordinary dividend the
adjustment of the number of shares and/or exercise price at the discretion of
the Committee ("Equitable Adjustment Rights").
Options. All options granted to employees will be qualified as Incentive
Stock Options to the extent permitted under Section 422 of the Code. Incentive
Stock Options, at the discretion of the Committee with the concurrence of the
holder, may be converted into Non-statutory Stock Options. Pursuant to the 1999
Incentive Plan, the Committee shall determine the date or dates on which each
stock option shall become exercisable. The exercise price of all Incentive Stock
Options must be 100% of the fair market value of the underlying Common Stock at
the time of grant, except as provided below. The exercise price may be paid in
cash or in Common Stock at the discretion of the Committee. See "Payout
Alternatives - Alternative Option Payments."
Incentive Stock Options may only be granted to employees. In order to
qualify as Incentive Stock Options under Section 422 of the Code, the exercise
price must not be less than 100% of the fair market value on the date of grant
and the term of the option may not exceed ten years from the date of grant.
Incentive Stock Options granted to any person who is the beneficial owner of
more than 10% of the outstanding voting stock may not be exercised after the
date that is five years from the date of grant and the exercise price must be at
least equal to 110% of the fair market value of the underlying common stock on
the date of grant.
Termination of Employment or Service. Options granted under the 1999
Incentive Plan may be exercised at such times as the Committee determines, but
in no event shall an option be exercisable more than ten years from the date of
grant (or five years from date of grant for a 10% owner). Unless otherwise
determined by the Committee, upon termination of a director's, officer's or
employee's services for any reason other than death, disability or termination
for cause, the Incentive Stock Options shall be exercisable for a period of
three months following termination and Non-Statutory Stock Options shall be
exercisable for a period of one year following termination. The Committee in its
discretion may determine the time frame in which options may be exercised and
may redesignate Incentive Stock Options as Non-statutory Stock Options.
Notwithstanding the foregoing, in the event of the death or disability of the
option holder or upon a Change in Control, all options granted to employees
and/or directors will become fully vested and shall be exercisable for up to one
year thereafter. In the event of termination for cause, all rights to options
expire immediately.
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Limited Rights. Upon exercise of Limited Rights in the event of a change in
control of the Bank or the Company, the optionee will be entitled to receive a
lump sum cash payment equal to the difference between the exercise price of the
related option and the fair market value of the shares of Common Stock subject
to the option on the date of exercise of the right in lieu of purchasing the
stock underlying the option. Payments will be less any applicable tax
withholding required under the 1999 Incentive Plan.
Dividend Equivalent Rights. Simultaneously with the grant of any option,
the Committee may grant a Dividend Equivalent Right with respect to all or some
of the shares covered by such option. The Dividend Equivalent Right provides the
employee with a separate cash benefit equal to 100% of the amount of any
extraordinary dividend declared by the Company on shares of Common Stock subject
to an option. Under the terms of the 1999 Incentive Plan, an extraordinary
dividend is any dividend paid on shares of Common Stock where the rate of the
dividend exceeds the Bank's weighted average cost of funds on interest-bearing
liabilities for the current and preceding three quarters. Upon the payment of an
extraordinary dividend, the holder of a Dividend Equivalent Right will receive
an amount of cash or some other payment as determined under the 1999 Incentive
Plan, equal to 100% of the extraordinary dividend paid on shares of Common
Stock, multiplied by the number of shares subject to the underlying option.
Payments shall be decreased by the amount of any applicable tax withholding
prior to distribution in accordance with the 1999 Incentive Plan. The Dividend
Equivalent Right is transferable only when the underlying option is transferable
and under the same conditions.
Equitable Adjustment Rights. Simultaneously with the grant of any option,
in the alternative to a Dividend Equivalent Right, the Committee may grant an
Equitable Adjustment Right. Upon the payment of an extraordinary dividend as
described above, the Committee may adjust the number of shares and/or the
exercise price of the options underlying the Equitable Adjustment Right, as the
Committee deems appropriate.
Option Grants. While no determination has been made with respect to options
to be granted after approval of the 1999 Incentive Plan, it is currently
expected that options granted will include Equitable Adjustment Rights and
options granted to employees will also include Limited Rights. It is currently
expected that options granted will be exercisable on a cumulative basis in equal
installments over five (5) years commencing one year from the date of grant;
provided, however, that all options will be immediately exercisable in the event
of a Change in Control or if the optionee terminates employment due to death or
disability. The exercise price of all such options will be 100% of the fair
market value of the underlying Common Stock at the time of grant.
As of July 30, 1999, the closing price per share of Common Stock, as
reported on the Nasdaq National Market, was $20.75.
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Tax Treatment
An optionee will generally not be deemed to have recognized taxable income
upon grant or exercise of any Incentive Stock Option, provided that shares
transferred in connection with the exercise are not disposed of by the optionee
for at least one year after the date the shares are transferred in connection
with the exercise of the option and two years after the date of grant of the
option. If the holding periods are satisfied, upon disposal of the shares, the
aggregate difference between the per share option exercise price and the fair
market value of the Common Stock is recognized as income taxable at long term
capital gains rates. No compensation deduction may be taken by the Company as a
result of the grant or exercise of Incentive Stock Options, assuming these
holding periods are met.
In the case of the exercise of a Non-statutory Stock Option, an optionee
will be deemed to have received ordinary income upon exercise of the stock
option in an amount equal to the aggregate amount by which the per share
exercise price is exceeded by the fair market value of the Common Stock. In the
event shares received through the exercise of an Incentive Stock Option are
disposed of prior to the satisfaction of the holding periods (a "disqualifying
disposition"), the exercise of the option will be treated as the exercise of a
Non-statutory Stock Option, except that the optionee will recognize the ordinary
income for the year in which the disqualifying disposition occurs. The amount
of any ordinary income deemed to have been received by an optionee upon the
exercise of a Non-statutory Stock Option or due to a disqualifying disposition
will be a deductible expense of the Company for tax purposes.
In the case of Limited Rights, upon exercise, the option holder would have
to include the amount paid to him upon exercise in his gross income for federal
income tax purposes in the year in which the payment is made and the Company
would be entitled to a deduction for federal income tax purposes of the amount
paid. Equitable Adjustment Rights have the same tax treatment as other Non-
statutory Stock Options. The employee will recognize taxable income for the
amount of cash received under the Dividend Equivalent Right for the year such
amounts are paid. The Company may take a compensation deduction for such amount.
Payout Alternatives
The Committee has the sole discretion to determine what form of payment it
shall use in distributing payments for all Awards. If the Committee requests any
or all participants to make an election as to form of payment, it shall not be
considered bound by the election. Any shares of Common Stock tendered in payment
of an obligation arising under the 1999 Incentive Plan shall be valued at the
fair market value of the Common Stock at the time of payment. The Committee may
use treasury stock, authorized but unissued stock or may direct the market
purchase of such Common Stock to satisfy its obligations under the 1999
Incentive Plan.
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Alternate Option Payments
The Committee also has the sole discretion to determine the form of payment
for the exercise of an option. The Committee may indicate acceptable forms in
the Award Agreement covering such options or may reserve its decision to the
time of exercise. No option is to be considered exercised until payment in full
is accepted by the Committee. The Committee may permit the following forms of
payment for options: (a) cash or certified check; (b) borrowed funds, to the
extent permitted by law; or (c) tender of previously acquired shares of Common
Stock. Any shares of Common Stock tendered in payment of the exercise price of
an option shall be valued at the Fair Market Value of the Common Stock on the
date prior to the date of exercise.
Amendments
The Board of Directors may amend the 1999 Incentive Plan in any respect at
any time provided that no amendment may affect the rights of an Awardholder
without his or her permission.
Adjustments
In the event of any change in the outstanding shares of Common Stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, the Committee will
make such adjustments to previously granted Awards, to prevent dilution or
enlargement of the rights of the Participants.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All awards under
the 1999 Incentive Plan shall be binding upon any successors or assigns of the
Company.
Nontransferability
Unless determined otherwise by the Committee, no award under the 1999
Incentive Plan shall be transferable by the recipient other than by will or the
laws of intestate succession or pursuant to a qualified domestic relations
order. With the consent of the Committee, a Participant may designate a person
or his or her estate as beneficiary of any award to which the recipient would
then be entitled, in the event of the death of the Participant.
Stockholder Approval
If the 1999 Incentive Plan does not receive the requisite affirmative vote
of stockholders at the Annual Meeting, the Board of Directors could determine to
have the 1999 Incentive Plan become effective. In the absence of stockholder
approval, the option awards under the 1999 Incentive Plan would not qualify as
Incentive Stock Options under the Code and the Common Stock of the
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Company would no longer be eligible for listing on the Nasdaq National Market
but may be eligible for listing on the Nasdaq SmallCap Market.
New Plan Benefits
As of the date of this Proxy Statement, no determination has been made
regarding the granting of Awards under the 1999 Incentive Plan.
Unless marked to the contrary, the shares represented by the enclosed proxy
card, if executed and returned, will be voted "For" the approval of the PFF
Bancorp, Inc. 1999 Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
PFF BANCORP, INC. 1999 INCENTIVE PLAN.
PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended March 31, 1999
were KPMG LLP. The Company's Board of Directors has reappointed KPMG LLP to
continue as independent auditors for the Bank and the Company for the year
ending March 31, 2000, subject to ratification of such appointment by the
shareholders.
Representatives of KPMG LLP will be present at the Annual Meeting. They
will be given an opportunity to make a statement if they desire to do so and
will be available to respond to appropriate questions from stockholders present
at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed proxy
card will be voted for ratification of the appointment of KPMG LLP as the
independent auditors of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
Shareholder Proposals
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the 2000 Annual Meeting of Stockholders a stockholder proposal
must be received by the Secretary of the Company at the address set forth on the
Notice of Annual Meeting of Stockholders
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not later than April 18, 2000. Any such proposal will be subject to 17 C.F.R.
ss. 240.14a-8 of the Rules and Regulations under the Exchange Act.
Notice of Business to be Conducted at an Annual Meeting
The bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
ninety (90) days before the date originally fixed for such meeting; provided,
however, that in the event that less than one hundred (100) days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the date on which the Company's notice to
stockholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the shareholder's name and
address, as they appear on the Company's record of stockholders, a brief
description of the proposed business, the reason for conducting such business at
the Annual Meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder and any material interest
of such stockholder in the proposed business. In the case of nominations to the
Board of Directors, certain information regarding the nominee must be provided.
Nothing in this paragraph shall be deemed to require the Company to include in
its proxy statement or the proxy relating to an annual meeting any stockholder
proposal which does not meet all of the requirements for inclusion established
by the SEC in effect at the time such proposal is received.
Other Matters Which May Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
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A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR ENDED MARCH 31,
1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO PFF BANCORP,
INC., 350 SOUTH GAREY AVENUE, POMONA, CALIFORNIA 91766.
By Order of the Board of Directors
/s/ Carole F. Olson
Carole F. Olson
Secretary
Pomona, California
August 16, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
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Exhibit A
PFF BANCORP, INC.
1999 INCENTIVE PLAN
1. DEFINITIONS.
(a) "Affiliate" means (i) a member of a controlled group of corporations
of which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).
(b) "Alternate Option Payment Mechanism" refers to one of several methods
available to a Participant to fund the exercise of a stock option set out in
Section 12 hereof. These mechanisms include: broker assisted cashless exercise
and stock for stock exchange.
(c) "Award" means a grant of one or some combination of one or more Non-
statutory Stock Options and Incentive Stock Options under the provisions of this
Plan.
(d) "Bank" means PFF Bank & Trust.
(e) "Board of Directors" or "Board" means the board of directors of the
Holding Company.
(f) "Change in Control" means a change in control of the Bank or Holding
Company of a nature that; (i) would be required to be reported in response to
Item 1 of the current report on Form 8-K, as in effect on the date hereof,
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); or (ii) results in a Change in Control within the
meaning of the Home Owners' Loan Act of 1933, as amended ("HOLA") and the Rules
and Regulations promulgated by the Office of Thrift Supervision ("OTS") (or its
predecessor agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under such rules and
regulations the Board shall substitute its judgment for that of the OTS); or
(iii) without limitation such a Change in Control shall be deemed to have
occurred at such time as (A) any "person" (as the term is used in Sections 13(d)
and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Bank or the Holding Company representing 20% or more of the Bank's or the
Holding Company's outstanding securities except for any securities of the Bank
purchased by the Holding Company and any securities purchased by any tax
qualified employee benefit plan of the Bank; or (B) individuals who constitute
the Board on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Holding Company's stockholders was approved
by the same Nominating Committee serving under an Incumbent Board, shall be, for
purposes of this clause (B), considered as though
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he were a member of the Incumbent Board; or (C) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the Bank
or the Holding Company or similar transaction occurs in which the Bank or
Holding Company is not the resulting entity; or (D) a solicitation of
shareholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or Bank or
similar transaction with one or more corporations, as a result of which the
outstanding shares of the class of securities then subject to the plan are
exchanged for or converted into cash or property or securities not issued by the
Bank or the Holding Company; or (E) a tender offer is made for 20% or more of
the voting securities of the Bank or the Holding Company.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means a committee consisting of the entire Board of
Directors or consisting solely of two or more members of the Board of Directors
who are defined as Non-Employee Directors as such term is defined under Rule
16b-3(b)(3)(i) under the Exchange Act as promulgated by the Securities and
Exchange Commission.
(i) "Common Stock" means the Common Stock of the Holding Company, par
value, $.01 per share or any stock exchanged for shares of Common Stock pursuant
to Section 16 hereof.
(j) "Date of Grant" means the effective date of an Award.
(k) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to him, or in the case of a Director, to serve on the
Board. Additionally, a medical doctor selected or approved by the Board of
Directors must advise the Committee that it is either not possible to determine
when such Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said Participant's
lifetime.
(l) "Dividend Equivalent Rights" means the right to receive an amount of
cash based upon the terms set forth in Section 9 hereof.
(m) "Effective Date" means ________________, the effective date of the
Plan.
(n) "Employee" means any person who is currently employed by the Holding
Company or an Affiliate, including officers, but such term shall not include
Outside Directors.
(o) "Employee Participant" means an Employee who holds an outstanding
Award under the terms of the Plan.
(p) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(q) "Exercise Price" means the purchase price per share of Common Stock
deliverable upon the exercise of each Option in order for the option to be
exchanged for shares of Common Stock.
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(r) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:
(i) If the Common Stock was traded on the date in question on
the Nasdaq Stock Market, then the Fair Market Value shall be
equal to the last transaction price quoted for such date by
the Nasdaq Stock Market;
(ii) If the Common Stock was traded on a stock exchange on the
date in question, then the Fair Market Value shall be equal
to the closing price reported by the applicable composite
transactions report for such date; and
(iii) If neither of the foregoing provisions is applicable, then
the Fair Market Value shall be determined by the Committee
in good faith on such basis as it deems appropriate.
(s) "Holding Company" means PFF Bancorp, Inc.
(t) "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designated by the Committee as an Incentive Stock
Option pursuant to Section 7 hereof and is intended to be such under Section 422
of the Code.
(u) "Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8 hereof.
(v) "Non-statutory Stock Option" means an Option granted by the Committee
to a Participant pursuant to Section 6 hereof, which is not designated by the
Committee as an Incentive Stock Option or which is redesignated by the Committee
under Section 7 as a Non-Statutory Stock Option.
(w) "Option" means the right to buy a fixed amount of Common Stock at the
Exercise Price within a limited period of time designated as the term of the
option as granted under Section 6 or 7 hereof.
(x) "Outside Director" means a member of the Board of Directors of the
Holding Company or its Affiliates, who is not also an Employee.
(y) "Outside Director Participant" means an Outside Director who holds an
outstanding Award under the terms of the Plan.
(z) "Participant" means any Employee or Outside Director who holds an
outstanding Award under the terms of the Plan.
(aa) "Retirement" with respect to an Employee Participant means termination
of employment which constitutes retirement under any tax qualified plan
maintained by the Bank. However, "Retirement" will not be deemed to have
occurred for purposes of this Plan if a Participant continues to serve on the
Board of Directors of the Holding Company or its Affiliates
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even if such Participant is receiving retirement benefits under any retirement
plan of the Holding Company or its Affiliates. With respect to an Outside
Director Participant "Retirement" means the termination of service from the
Board of Directors of the Holding Company or its Affiliates following written
notice to the Board as a whole of such Outside Director's intention to retire or
retirement as determined by the Holding Company (or Affiliate's) bylaws, or by
reaching age 75, except that an Outside Director shall not be deemed to have
retired for purposes of the Plan in the event he continues to serve as a
consultant to the Board or as an advisory director.
(bb) "Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors, or, in the case of an Employee,
termination of employment, in both such cases as determined by the Board of
Directors, because of a material loss to the Holding Company or one of its
subsidiaries caused by the Participant's intentional failure to perform stated
duties, personal dishonesty, willful violation of any law, rule, regulation,
(other than traffic violations or similar offenses) or final cease and desist
order. No act, or the failure to act, on Participant's part shall be "willful"
unless done, or omitted to be done, not in good faith and without reasonable
belief that the action or omission was in the best interest of the Holding
Company or its subsidiaries.
2. ADMINISTRATION.
(a) The Plan as regards Awards to employees of the Holding Company or its
Affiliates, shall be granted and administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to grant awards to Employees
and Outside Directors and to establish such rules and regulations as it deems
necessary for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it deems
necessary or advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants in the Plan and on
their legal representatives and beneficiaries.
(b) Awards to Outside Directors shall be granted and administered by the
Committee, pursuant to the terms of this Plan.
3. TYPES OF AWARDS AND RELATED RIGHTS.
The following Awards and related rights as described in Sections 6 through
10 hereof may be granted under the Plan:
(a) Non-statutory Stock Options;
(b) Incentive Stock Options;
(c) Limited Rights
(d) Dividend Equivalent Rights
(e) Equitable Adjustment Rights
4. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 16, the maximum number of
shares reserved for Awards under the Plan is 625,000. These shares of Common
Stock may be either authorized
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but unissued shares or authorized shares previously issued and reacquired by the
Holding Company. To the extent that Options are granted under the Plan, the
shares underlying such Awards will be unavailable for any other use including
future grants under the Plan except that, to the extent that Awards terminate,
expire, are forfeited or are cancelled without having been exercised (in the
case of Limited Rights, exercised for cash), new Awards may be made with respect
to these shares.
5. ELIGIBILITY.
Subject to the terms herein all Employees and Outside Directors shall be
eligible to receive Awards under the Plan.
6. NON-STATUTORY STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Non-statutory Stock Options to Employees and Outside Directors. Non-
statutory Stock Options granted under this Plan are subject to the following
terms and conditions:
(a) Exercise Price. The Exercise Price of each Non-statutory Stock Option
shall be determined by the Committee on the date the option is granted. Such
Exercise Price shall not be less than 100% of the Fair Market Value of the
Common Stock on the Date of Grant. Shares may be purchased only upon full
payment of the Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 12 hereof.
(b) Terms of Options. The term during which each Non-statutory Stock
Option may be exercised shall be determined by the Committee, but in no event
shall a Non-statutory Stock Option be exercisable in whole or in part more than
10 years from the Date of Grant. The Committee shall determine the date on
which each Non-statutory Stock Option shall become exercisable. The shares
comprising each installment may be purchased in whole or in part at any time
during the term of such Option after such installment becomes exercisable. The
Committee may, in its sole discretion, accelerate the time at which any Non-
statutory Stock Option may be exercised in whole or in part. The acceleration of
any Non-statutory Stock Option under the authority of this paragraph creates no
right, expectation or reliance on the part of any other Participant or that
certain Participant regarding any other unaccelerated Non-statutory Stock
Options.
(c) Termination of Employment. Unless otherwise determined by the
Committee, upon the termination of a Participant's employment or service for any
reason other than Disability, death or Termination for Cause, or in the event of
a Change in Control, a Non-statutory Stock Option shall be exercisable only as
to those shares that were immediately exercisable by the Participant at the date
of termination and only for a period of one year following termination.
Notwithstanding any provisions set forth herein or contained in any Agreement
relating to an award of an Option, in the event of a Change in Control or upon
termination for Disability or death, all Options shall immediately vest and be
exercisable for one year after such termination, and in the event of Termination
for Cause all rights under the Participant's Non-Statutory Stock Options shall
expire immediately upon termination.
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7. INCENTIVE STOCK OPTIONS.
The Committee may, subject to the limitations of the Plan and the
availability of shares reserved but unawarded in the Plan, from time to time,
grant Incentive Stock Options to Employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and conditions:
(a) Exercise Price. The Exercise Price of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the Common Stock on the
Date of Grant. However, if at the time an Incentive Stock Option is granted to
a Participant, the Participant owns Common Stock representing more than 10% of
the total combined voting securities of the Holding Company (or, under Section
424(d) of the Code, is deemed to own Common Stock representing more than 10% of
the total combined voting power of all classes of stock of the Holding Company,
by reason of the ownership of such classes of stock, directly or indirectly, by
or for any brother, sister, spouse, ancestor or lineal descendent of such
Participant, or by or for any corporation, partnership, estate or trust of which
such Participant is a shareholder, partner or beneficiary), ("10% Owner"), the
Exercise Price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Date of Grant. Shares may be purchased only upon payment
of the full Exercise Price or upon operation of an Alternate Option Payment
Mechanism set out in Section 12 hereof.
(b) Amounts of Options. Incentive Stock Options may be granted to any
Employee in such amounts as determined by the Committee; provided that the
amount granted is consistent with the terms of Section 422 of the Code. In the
case of an option intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the Option is granted) of
the Common Stock with respect to which Incentive Stock Options granted are
exercisable for the first time by the Participant during any calendar year
(under all plans of the Participant's employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000. The provisions of this
Section 7(b) shall be construed and applied in accordance with Section 422(d) of
the Code and the regulations, if any, promulgated thereunder. To the extent an
award under this Section 7 exceeds this $100,000 limit, the portion of the
Options in excess of such limit shall be deemed a Non-statutory Stock Option.
The Committee shall have discretion to redesignate Options granted as Incentive
Stock Options as Non-Statutory Stock Options. Such Non-statutory Stock Options
shall be subject to Section 6 hereof.
(c) Terms of Options. The term during which each Incentive Stock Option
may be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to
a Participant who is a 10% Owner, the Incentive Stock Option granted to such
Employee Participant shall not be exercisable after the expiration of five years
from the Date of Grant. No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable in his lifetime only by the Employee Participant to whom it is
granted.
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The Committee shall determine the da te on which each Incentive Stock
Option shall become exercisable. The shares comprising each installment may be
purchased in whole or in part at any time during the term of such option after
such installment becomes exercisable. The Committee may, in its sole discretion,
accelerate the time at which any Incentive Stock Option may be exercised in
whole or in part. The acceleration of any Incentive Stock Option under the
authority of this paragraph creates no right, expectation or reliance on the
part of any other Participant or that certain Participant regarding any other
unaccelerated Incentive Stock Options.
(d) Termination of Employment. Unless otherwise determined by the
Committee, upon the termination of an Employee Participant's service for any
reason other than Disability, death or Termination for Cause, or in the event of
a Change in Control, the Employee Participant's Incentive Stock Options shall be
exercisable only as to those shares that were immediately exercisable by the
Employee Participant at the date of termination and only for a period of three
months following termination. Notwithstanding any provisions set forth herein or
contained in any Agreement relating to an award of an Option, in the event of a
Change in Control or upon termination for Disability or death, all Options shall
immediately vest and be exercisable for one year after such termination, and in
the event of Termination for Cause all rights under the Employee Participant's
Incentive Stock Options shall expire immediately upon termination.
(e) Compliance with Code. The Options granted under this Section 7 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Holding Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. All Options that do not so qualify shall be treated as
Non-statutory Stock Options.
8. LIMITED RIGHTS.
Simultaneously with the grant of any Option to an Employee, the Committee
may grant a Limited Right with respect to all or some of the shares covered by
such Option. Limited Rights granted under this Plan are subject to the
following terms and conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control.
The Limited Right may be exercised only when the underlying Option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the Exercise Price of the
underlying Option.
Upon exercise of a Limited Right, the underlying Option shall cease to be
exercisable. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the purchase price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.
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(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
receive from the Holding Company an amount of cash or some other payment option
found in Section 11, equal to the difference between the Exercise Price of the
underlying option and the Fair Market Value of the Common Stock subject to the
underlying option on the date the Limited Right is exercised, multiplied by the
number of shares with respect to which such Limited Right is being exercised.
Payments shall be less an applicable tax withholding as set forth in Section 17.
9. DIVIDEND EQUIVALENT RIGHTS
Simultaneously with the grant of any option to a Participant, the
Committee may grant a Dividend Equivalent Right with respect to all or some of
the shares covered by such Option. Dividend Equivalent Rights granted under this
Plan are subject to the following terms and conditions:
(a) Terms of Rights. The Dividend Equivalent Right provides the
Participant with a separate cash benefit equal to 100% of the amount of any
extraordinary dividend declared by the Holding Company on shares of Common Stock
subject to an Option. The Dividend Equivalent Right is transferable only when
the underlying option is transferable and under the same conditions.
(b) Payment. Upon the payment of an extraordinary dividend, the holder of
a Dividend Equivalent Right shall promptly receive from the Holding Company an
amount of cash or some other payment option found in Section 11, equal to 100%
of the extraordinary dividend paid on shares of Common Stock, multiplied by the
number of shares subject to the underlying option. Payments shall be decreased
by the amount of any applicable tax withholding prior to distribution to the
Participant as set forth in Section 17.
(c) Extraordinary Dividend. For purposes of this Section 9, an
extraordinary dividend is any dividend paid on shares of Common Stock where the
rate of the dividend exceeds the Bank's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters.
10. EQUITABLE ADJUSTMENT RIGHT
Simultaneously with the grant of any Option under this Plan, in the
alternative to a Dividend Equivalent Right the Committee may grant an Equitable
Adjustment Right.
Upon the payment of an extraordinary dividend (as such term is defined in
Section 9(c)), the Committee may adjust the number of shares and/or the Exercise
Price of the related Options underlying the Equitable Adjustment Right, as the
Committee deems appropriate.
11. PAYOUT ALTERNATIVES
Payments due to a Participant upon the exercise or redemption of an Award,
may be made according to the following terms and conditions:
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(a) Discretion of the Committee. The Committee has the sole discretion to
determine what form of payment (whether monetary, Common Stock, a combination of
payout alternatives or otherwise) it shall use in making distributions of
payments for all Awards. If the Committee requests any or all Participants to
make an election as to form of distribution or payment, it shall not be
considered bound by the election.
(b) Payment in the Form of Common Stock. Any shares of Common Stock
tendered in payment of an obligation arising under this Plan shall be valued at
the Fair Market Value of the Common Stock at the time of the payment. The
Committee may use Common Stock in Treasury, authorized but unissued Common Stock
or may direct the market purchase of such Common Stock to satisfy its
obligations under this Plan.
12. ALTERNATE OPTION PAYMENT MECHANISM
The Committee has sole discretion to determine what form of payment it
will accept for the exercise of an Option. The Committee may indicate acceptable
forms in the Award Agreement covering such Options or may reserve its decision
to the time of exercise. No Option is to be considered exercised until payment
in full is accepted by the Committee or its agent.
(a) Cash Payment. The exercise price may be paid in cash or by certified
check.
(b) Borrowed Funds. To the extent permitted by law, the Committee may
permit all or a portion of the exercise price of an Option to be paid through
borrowed funds.
(c) Exchange of Common Stock.
(i) The Committee may permit payment by the tendering of previously
acquired shares of Common Stock. This includes the use of "Pyramiding
Transactions" whereby some number of Options are exercised. The shares gained
through the exercise are then tendered back to the Holding Company as payment
for some other number of Options. This transaction may be repeated as needed to
exercise all of the Options available.
(ii) Any shares of Common Stock tendered in payment of the exercise price
of an Option shall be valued at the Fair Market Value of the Common Stock on
the date prior to the date of exercise.
13. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.
No Participant shall have any rights as a shareholder with respect to any
shares covered by an Option until the date of issuance of a stock certificate
for such shares. Nothing in this Plan or in any Award granted confers on any
person any right to continue in the employ or service of the Holding Company or
its Affiliates or interferes in any way with the right of the Holding Company or
its Affiliates to terminate a Participant's services as an officer or other
employee at any time.
Except as permitted under the Code (with respect to Incentive Stock
Options) and the rules promulgated pursuant to Section 16(b) of the Exchange Act
or any successor statutes or rules, no
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Award under the Plan shall be transferable by the Participant other than by will
or the laws of intestate succession or pursuant to a qualified domestic
relations order or unless determined otherwise by the Committee.
14. AGREEMENT WITH GRANTEES.
Each Award will be evidenced by a written agreement, executed by the
Participant and the Holding Company or its Affiliates that describes the
conditions for receiving the Awards including the date of Award, the Exercise
Price, the terms or other applicable periods, and other terms and conditions as
may be required or imposed by the Plan, the Committee, the Board of Directors,
tax law consideration or applicable securities law considerations.
15. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a person
or persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.
16. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, the Committee will make such
adjustments to previously granted Awards, to prevent dilution or enlargement of
the rights of the Participant including any or all of the following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
that may underlie future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
underlying Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive and/or
Non-statutory Stock Options, or any Limited Rights attached to such Options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.
17. TAX WITHHOLDING.
Awards under this Plan shall be subject to tax withholding to the extent
required by any governmental authority. If this Plan meets the requirements
under 17 C.F.R. (S)240.16b-3 under
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<PAGE>
the Exchange Act ("Rule 16b-3"), then any withholding shall comply with Rule
16b-3 or any amendment or successive rule. Shares of Common Stock withheld to
pay for tax withholding amounts shall be valued at their Fair Market Value on
the date the Award is deemed taxable to the Participant.
18. AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect, prospectively or retroactively; provided however,
that provisions governing grants of Incentive Stock Options, unless permitted by
the rules and regulations or staff pronouncements promulgated under the Code,
shall be submitted for shareholder approval to the extent required by such law,
regulation or interpretation.
Failure to ratify or approve amendments or modifications by shareholders
shall be effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of this Plan
will remain in full force and effect.
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award without the written permission of such
Participant.
19. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon being presented to shareholders for
ratification for purposes of: (i) obtaining favorable treatment under Section
16(b) of the Securities Exchange Act; (ii) obtaining preferential tax treatment
for Incentive Stock Options; and (iii) maintaining listing on The Nasdaq Stock
Market. The failure to obtain shareholder ratification will not affect the
validity of the Plan and the options thereunder, provided, however, that if the
Plan is not ratified, the Plan shall remain in full force and effect, and any
Incentive Stock Options granted under the Plan shall be deemed to be Non-
statutory Stock Options.
20. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate upon the earlier
of ten (10) years after the Effective Date of the Plan or the exercise of
Options, or related Limited Rights equivalent to the maximum number of shares
reserved under the Plan as set forth in Section 4. The Board of Directors has
the right to suspend or terminate the Plan at any time, provided that no such
action will, without the consent of a Participant or Outside Director, adversely
affect his vested rights under a previously granted Award.
21. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the State of
Delaware and applicable federal law.
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22. DELEGATION OF AUTHORITY
The Committee may delegate all authority for: the determination of forms
of payment to be made by or received by the Plan; the execution of Award
Agreements; the determination of Fair Market Value; the determination of all
other aspects of administration of the plan to the executive officer(s) of the
Holding Company or the Bank. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management of the
Holding Company or the Bank for determinations to be made pursuant to the Plan.
IN WITNESS WHEREOF, the Holding Company has established this Plan, as amended
and restated, to be executed by its duly authorized executive officer and the
corporate seal to be affixed and duly attested, effective as of the __________
day of ________________________ , 1999.
[CORPORATE SEAL] PFF BANCORP, INC.
___________________ By: ____________________
Date Chief Executive Officer
ADOPTED BY THE BOARD OF DIRECTORS:
___________________ By: ____________________
Date Secretary
APPROVED BY STOCKHOLDERS:
___________________ By: ____________________
Date Secretary
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<PAGE>
- --------------------------------------------------------------------------------
REVOCABLE PROXY
PFF BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
September 22, 1999
9:00 a.m. Pacific Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of the Board
of Directors of PFF Bancorp, Inc. (the "Company"), each with full power of
substitution, to act as proxies for the undersigned, and to vote all shares of
Common Stock of the Company which the undersigned is entitled to vote only at
the Annual Meeting of Stockholders, to be held on September 22, 1999, at 9:00
a.m. Pacific Time, at the Sheraton Suites Fairplex, 601 W. McKinley Avenue,
Pomona, California, and at any and all adjournments thereof, as set forth on the
reverse side.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE NOMINEES AS
DIRECTORS SPECIFIED AND FOR EACH OF THE PROPOSALS LISTED. IF ANY OTHER BUSINESS
IS PRESENTED AT THE ANNUAL MEETING, INCLUDING WHETHER OR NOT TO ADJOURN THE
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST
JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE ANNUAL MEETING.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
_______________________________________________________________________________
Please mark [X]
your votes
as indicated
The Board of Directors recommends a vote "FOR" each of the listed nominees and
"FOR" each of the proposals.
VOTE
FOR WITHHELD
1. The election as directors of all nominees listed [_] [_]
(except as marked to the contrary below).
William T. Dingle, Robert W. Burwell and Curtis W. Morris
2. The approval of the PFF Bancorp, Inc. 1999 FOR AGAINST ABSTAIN
Incentive Plan. [_] [_] [_]
3. The ratification of the appointment of KPMG FOR AGAINST ABSTAIN
LLP as independent auditors of PFF Bancorp, Inc. [_] [_] [_]
for the fiscal year ending March 31, 2000.
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below:
_______________________________________________________________________________
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting of Stockholders and of a Proxy
Statement dated August 16, 1999 and of the Annual Report to Stockholders.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
Signature of Stockholder ______________ Date _______________________________
Signature of Stockholder ______________ Date _______________________________
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
