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As filed with the Securities and Exchange Commission on August 7, 1997
Registration No. 333-________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________
PARK BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4082530
(State or Other Jurisdiction 2740 W. 55th Street (I.R.S. Employer
of Incorporation or Organization) Chicago, Illinois 60632 Identification
No.)
(Address, including zip code of registrant's principal executive office)
____________________
PARK BANCORP, INC.
1997 STOCK-BASED INCENTIVE PLAN
(Full title of the plan)
__________
David A. Remijas
PARK BANCORP, INC.
2740 W. 55th Street
Chicago, Illinois 60632
(773) 434-6040
(Name, address and telephone number, including area code,
of agent for service)
Copies To:
Steven J. Gray, Esq.
VEDDER, PRICE, KAUFMAN & KAMMHOLZ
222 N. LaSalle Street
Chicago, Illinois 60601
(312) 609-7500
__________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Offering Registration
to Be Registered Registered Price Per Share (1) Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 378,201 $16.5625 $6,263,954 $1,899
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h)(1), based upon the average of the high and
low prices for the Common Stock as reported on the Nasdaq Stock
Market in the National Market System on August 1, 1997.
<PAGE>
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Note: The document containing the information required by this section will
be given to employees eligible to participate in the Park Bancorp,
Inc. 1997 Stock-Based Incentive Plan (the "Plan"), and is not
required to be filed with the Securities and Exchange Commission (the
"Commission") as a part of the Registration Statement.
<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Park Bancorp,
Inc., a Delaware corporation ("Park Bancorp"), are incorporated as of their
respective dates in this Registration Statement by reference:
A. Park Bancorp's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
B. All other reports filed by Park Bancorp pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange
Act") since December 31, 1996.
C. The description of Park Bancorp's Common Stock contained in Park
Bancorp's Registration Statement filed pursuant to Section 12 of
the Exchange Act and any amendment or report filed for the
purpose of updating such description.
All documents filed by Park Bancorp pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold are incorporated by
reference in this Registration Statement and are a part hereof from the date
of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and
11 of the Park Bancorp's Certificate of Incorporation provide as follows:
TENTH:
- -----
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director or
an Officer of the Corporation or is or was serving at the request of the
Corporation as a Director, Officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a Director, Officer, employee or agent, or in any other
capacity while serving as a Director, Officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation law, as the same exists or
may hereafter be amended (but, in the case of any such amendment,
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only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the Delaware General Corporation Law requires, and advancement of
expenses incurred by an indemnitee in his or her capacity as a Director or
Officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, services to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the advancement of expenses
conferred in Sections A and B of this Article TENTH shall be contract rights
and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expenses
of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met any applicable
standard for indemnification set forth in the Delaware General Corporation
Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of
the indemnitee is proper in the circumstances because the indemnitee has met
the applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that
the indemnitee has not met such applicable standard of conduct or, in the
case of such a suit brought by the indemnitee, be a defense to such suit.
In any suit brought by the indemnitee to enforce a right to indemnification
or to an advancement of expenses hereunder, or by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the
burden of proving that the indemnitee is not entitled to be indemnified, or
to such advancement of expenses, under this Article TENTH or otherwise shall
be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, the
Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at is expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
subsidiary or Affiliate or another corporation, partnership, joint venture,
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trust or other enterprise against any expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against
such expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest
extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of the
Corporation.
ELEVENTH:
- --------
A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability: (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (iii) under Section 174 of the Delaware
General Corporation Law; or (iv) for any transaction from which the Director
derived an improper personal benefit. If the Delaware General Corporation
Law is amended to authorize corporate action further eliminating or limiting
the personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such
repeal or modification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of Park Bancorp (incorporated by
reference to Exhibit 3.1 to Park Bancorp's Registration
Statement No. 333-4380)
4.2 By-Laws of Park Bancorp (incorporated by reference to
Exhibit 3.2 of Registration Statement No. 333-4380)
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of the original issuance of the Common Stock
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages of the
Registration Statement)
99.1 The Park Bancorp, Inc. 1997 Stock-Based Incentive Plan
4
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information set forth in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act
and will be governed by the final adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this 5th day of August, 1997.
PARK BANCORP, INC.
By:/s/ David A. Remijas
------------------------------
David A. Remijas
President and
Chief Executive Officer
We, the undersigned officers and directors of Park Bancorp, Inc., and
each of us, do hereby constitute and appoint each and any of David A.
Remijas and Richard J. Remijas, Jr., our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts
and things in our name and behalf in any and all capacities and to execute
any and all instruments for us in our names in any and all capacities, which
attorney and agent may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or
any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that said attorney and agent, or his substitute,
shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on the 5th
day of August, 1997 in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David A. Remijas President and Chief Executive Officer August 5, 1997
- --------------------------- (Principal Executive Officer)
David A. Remijas
/s/ Richard J. Remijas, Jr. Executive Vice President, Chief Operating August 5, 1997
- --------------------------- Officer and Corporate Secretary
Richard J. Remijas, Jr.
/s/ Joseph M. Judickas, Jr. Director August 5, 1997
- ---------------------------
Joseph M. Judickas, Jr.
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/s/ Charles Paprocki Director August 5, 1997
- ---------------------------
Charles Paprocki
/s/ Paul Shukis Director August 5, 1997
- ---------------------------
Paul Shukis
/s/ Glenn Zajicek
- --------------------------- Director August 5, 1997
Glenn Zajicek
/s/ Steven J. Pokrak Chief Financial Officer and Treasurer August 5, 1997
- --------------------------- (Principal Financial Officer and Principal
Steven J. Pokrak Accounting Officer)
</TABLE>
7
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Certificate of Incorporation of Park Bancorp (incorporated by
reference to Exhibit 3.1 to Park Bancorp's Registration
Statement No. 333-4380)
4.2 By-Laws of Park Bancorp (incorporated by reference to
Exhibit 3.2 to Park Bancorp's Registration Statement No. 333-
4380)
5.1 Opinion of Vedder, Price, Kaufman & Kammholz regarding the
legality of any original issuance of the Common Stock
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages of the
Registration Statement)
99.1 The Park Bancorp, Inc. 1997 Stock-Based Incentive Plan
</TABLE>
8
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EXHIBIT 5.1
August 7, 1997
Park Bancorp, Inc.
2740 W. 55th Street
Chicago, Illinois 60632
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Park Bancorp, Inc. (the "Corporation") with the Securities and Exchange
Commission on or about August 6, 1997 (the "Registration Statement") in
connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 378,201 shares of Common Stock, par value $0.01 per
share (the "Shares"), issuable under the Corporation's 1997 Stock-Based
Incentive Plan (the "Plan").
Based upon the foregoing, and assuming the Shares are issued in
accordance with the Plan, it is our opinion that, after the effectiveness of
the Registration Statement under the Act, the Shares, when issued, will be
validly issued, fully-paid and non-assessable.
The law covered by the opinions expressed herein is limited to the
Federal securities laws of the United States of America and the laws of the
State of Delaware.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
VEDDER, PRICE, KAUFMAN
& KAMMHOLZ
<PAGE>
EXHIBIT 23.1
CONSENT OF CROWE, CHIZEK AND COMPANY LLP
To Park Bancorp, Inc.:
We consent to the inclusion in this Registration Statement on Form S-8
of our report dated January 25, 1997 of our audit of the consolidated
financial statements of Park Bancorp, Inc. and Subsidiary as of December 31,
1996 and 1995, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the
period ended December 31, 1996, appearing on page F-2 of the Park Bancorp,
Inc. Annual Report on Form 10-K for the year ended December 31, 1996.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
July 24, 1997
<PAGE>
EXHIBIT 99.1
PARK BANCORP, INC.
1997 STOCK-BASED INCENTIVE PLAN
1. Definitions
Whenever used in the Plan, the following terms shall have the meanings
set forth below, and when the meaning is intended, the initial letter of the
word shall be capitalized.
"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 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).
"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 14. These mechanisms include: broker assisted cashless exercise and
stock for stock exchange.
"Award" means a grant of one or some combination of one or more Non-
statutory Stock Options, Incentive Stock Options and Stock Awards under the
provisions of this Plan.
"Bank" means Park Federal Savings Bank.
"Board of Directors" or "Board" means the board of directors of the
Holding Company.
"Change in Control" means (i) a change in control of the Holding
Company of a nature that (A) would be required to be reported in response to
Item 1 of the current report on Form-8K, as in effect on the Effective Date
hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); or (B) 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 (ii) any "person" or "group" (as such
terms are used in Sections 13(d) and 14(d) of the Exchange Act and the rules
and regulations promulgated thereunder) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act and the rules and
regulations promulgated thereunder), directly or indirectly, of securities
of the Holding Company representing 20% or more of the Holding Company's
then outstanding voting securities, other than a trustee or fiduciary
holding securities under any employee benefit plan of the Company or Bank;
or (iii) 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 (iii), considered as through he were a member of the
Incumbent Board; or (iv) the Holding Company is merged or consolidated or
reorganized into or with another corporation or other legal person (an
"Acquiror") and as a result of such merger, consolidation or reorganization
less than 50% of the outstanding voting securities or other capital
interests of the surviving, resulting or acquiring corporation or other
legal person are owned in the aggregate by the stockholders of the Holding
Company, directly or indirectly, immediately prior to such merger,
consolidation or reorganization, other than by the Acquiror or any
corporation or other legal person controlling, controlled by or under
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common control with the Acquiror; or (v) the Holding Company sells or
otherwise transferees all or substantially all of the shares of the Bank, or
all or substantially all of the business and/or assets of the Holding
Company, to an Acquiror, of which less than 50% of the outstanding voting
securities are owned in the aggregate by stockholders of the Holding
Company, directly or indirectly, immediately prior to such sale or transfer,
other than by the Acquiror or any corporation or legal person controlling,
controlled by or under common control with the Acquiror; or (vi) a
solicitation of stockholders 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,
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 Holding Company; or
(vii) a tender offer is made for 20% or more of the voting securities of the
Holding Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation thereto.
"Committee" means a committee consisting of at least two members of
the Board of Directors who are defined as Outside Directors, all of whom are
"non-employee directors" as such term is defined under Rule 16b-3 under the
Exchange Act as promulgated by the Securities and Exchange Commission.
"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 18 hereof.
"Date of Grant" means the effective date of an Award.
"Director's Awards" means awards of Non-statutory Stock Options and/or
Stock Awards pursuant to the terms of Section 12.
"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. 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.
"Dividend Equivalent Rights" means the right to receive an amount of
cash based upon the terms set forth in Section 10.
"Effective Date" means February 27, 1997 or if later, the date on
which this Plan is approved by the stockholders of the Holding Company.
"Employee" means any person who is employed by the Holding Company or
an Affiliate, including officers.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation thereto.
"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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"Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the high and low bid prices of the
Common Stock as reported by the Nasdaq Stock Market ("Nasdaq") (as published
by The Wall Street Journal, if published) on such date or if the Common
Stock was not traded on such date, on the next preceding day on which the
Common Stock was traded thereon or the last previous date on which a sale is
reported. If the Common Stock is not reported on the Nasdaq, the Fair
Market Value of the Common Stock is the value so determined by the Board in
good faith.
"Holding Company" means Park Bancorp, Inc., a Delaware corporation.
"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.
"Limited Right" means the right to receive an amount of cash based
upon the terms set forth in Section 8.
"Non-statutory Stock Option" means an Option granted by the Committee
to a Participant pursuant to Section 6, 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.
"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, 7 or 12 of the Plan.
"OTS" means the Office of Thrift Supervision, or any successor agency.
"Outside Director" means a member of the Board of Directors of the
Holding Company or its Affiliates, who is not also an Employee. The term
"Outside Director" also includes any Director Emeritus who has executed a
consulting agreement with the Holding Company or the Bank.
"Participant" means any Employee or Outside Director who holds an
outstanding Award under the terms of the Plan.
"Retirement" means the Participant's termination of employment with
the Company and all Affiliates on or after the date the Participant is
eligible to receive an immediately annuity under the Bank's Retirement Plan.
With respect to an Outside Director, "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
applicable Affiliate's bylaws.
"Stock Awards" are Awards of Common Stock which may vest immediately
or over a period of time. Vesting of Stock Awards under Section 9 of this
Plan may be contingent upon the occurrence of specified events or the
attainment of specified performance goals as determined by the Committee.
"Termination for Cause" shall mean termination 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 affiliates.
"Trust" means a trust established by the Board in connection with this
Plan to hold Common Stock and other assets relating to Plan Awards.
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"Trustee" means that person or persons and entity or entities approved
by the Board to hold legal title to any of the Trust assets for the purposes
set forth herein.
2. Administration.
(a) Committee. The Plan as regards Awards to Employees shall be
administered by the Committee. The Committee is authorized, subject to the
provisions of the Plan, 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 and on their
legal representatives and beneficiaries.
(b) Directors' Awards. The Plan in regards to Awards to Outside
Directors is self-administering. The grant of Awards to Outside Directors
are made herein by the terms of this Plan. Actual transference of any Award
to Outside Directors requires no, nor allows any, discretion by the Trustee
or Committee.
3. Types of Awards.
The following Awards may be granted under the Plan:
(a) Non-statutory Stock Options;
(b) Incentive Stock Options;
(c) Limited Rights;
(d) Employee Stock Awards;
(e) Dividend Equivalent Rights;
(f) Equitable Adjustment Rights; and
(g) Directors' Stock Awards;
as described below in paragraphs 6 through 13 of the Plan.
4. Stock Subject to the Plan.
Subject to adjustment as provided in Section 18, the maximum number of
shares reserved for Awards under the Plan is 378,201 which number may not be
excess of 14% of the outstanding shares of the Common Stock as of the
Effective Date. Subject to adjustment as provided in Section 18, the
maximum number of shares reserved hereby for purchase pursuant to the
exercise of Options and Option-related Awards granted under the Plan is
270,144, which number is not in excess of the 10% of the outstanding shares
of Common Stock as of the Effective Date. The maximum number of the shares
reserved for award as Stock Awards is 108,057 which number is not in excess
of 4% of the outstanding shares of Common Stock as of the Effective Date.
These shares of Common Stock may be either authorized but unissued shares or
authorized shares previously issued and reacquired by the Holding Company or
by the Trust. To the extent that Options and Stock Awards 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 upon:
(a) a cancellation, termination, expiration, forfeiture, or lapse
for any reason of any Award; or
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(b) payment of an Option Price and/or payment of any taxes arising
upon the exercise of an Option or payout of an Award with
previously acquired Common Stock or by withholding of shares of
Common Stock which otherwise would be acquired on exercise or
issued upon such payout; or
(c) a payout of a Limited Right in the form of cash,
then the number of shares of Common Stock underlying any such Award which
were not issued as a result of any of the foregoing actions shall again be
available for purposes of Awards under the Plan. Subject to adjustment as
provided in Section 18, the maximum aggregate number of shares of Common
Stock (including Options, Limited Rights and Stock Awards) that may be
granted or that may vest with respect to Awards granted hereunder to an
Employee shall be 94,550.
5. Eligibility.
All Employees shall be eligible to receive Awards under the Plan.
Outside Directors shall not be eligible to receive Awards under the Plan
except for Directors' Awards under Section 12 of this Plan. An Outside
Director who is a former Employee may, however, continue to hold unexercised
or unvested Awards granted while such person was an Employee.
6. Non-Statutory Stock Options.
The Committee may, subject to the limitations of the Plan, from time
to time, grant Non-statutory Stock Options to Employees and, upon such terms
and conditions as the Committee may determine, grant Non-statutory Stock
Options in exchange for and upon surrender of previously granted Awards
under this Plan. 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. Common Stock underlying
such Non-statutory Stock Options may be purchased only upon full payment of
the Exercise Price or upon operation of an Alternate Option Payment
Mechanism
(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; provided, however, that to the extent so limited by applicable
OTS regulations, the Committee shall not make any determination to grant a
Non-statutory Stock Option which provides for: (1) exercisability at a rate
in excess of 20% per year; or (2) acceleration of exercisability except in
the case of death or Disability. The Common Stock comprising each
installment may be purchased in whole or in part at any time during the term
of such Non-statutory Stock 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; provided, however, that to the extent so limited by OTS regulations,
the Committee shall not make any determination which will result in: (1) a
Non-statutory Stock Option becoming exercisable at a rate in excess of 20%
per year; or (2) the acceleration of the exercisability of a Non-statutory
Stock Option except in the case of death or Disability. The acceleration of
any Non-statutory Stock Option under the authority of this paragraph will
create 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) NSO Agreement. The terms and conditions of any Non-statutory
Stock Options shall be evidenced by an agreement (the "NSO Agreement") which
such NSO Agreement will be subject to the terms and conditions of the Plan.
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(d) Termination of Employment. Unless otherwise determined by the
Committee, upon termination of the Participant's employment for any reason
other than death, Disability, Retirement or Termination for Cause, the
Participant's Nonstatutory Stock Options shall be exercisable only as to
those shares that were immediately exercisable at the date of termination
and only for a period three months following termination. Notwithstanding
any provisions set forth herein or contained in any NSO Agreement relating
to an award of an Option, in the event of termination for Disability or
death, all Options shall immediately vest and be exercisable for one year
after such termination, in the event of termination for Retirement, all
exercisable Non-statutory Stock Options shall be exercisable for one year
after Retirement, and in the event of Termination for Cause all rights under
the Participant's Non-Statutory Stock Options shall expire immediately upon
termination. Notwithstanding the foregoing, a Participant whose termination
of employment would be a Retirement shall not be deemed to have incurred a
termination of employment for purposes determining vesting and
exercisability of Non-Statutory Stock Options under the Plan in the event he
continues to serve as a consultant or advisory director to the Holding
Company or any of its Affiliates. In such event, the Participant's
Retirement shall not be deemed to occur until service as a consultant or
advisory director terminates.
7. Incentive Stock Options.
The Committee may, subject to the limitations of 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
Exercise Mechanism set out in Section 14 of the Plan.
(b) Amounts of Incentive Stock 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 a stock 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 of an Incentive
Stock Option under this Section 7 exceeds this $100,000 limit, the portion
of the Award of an Incentive Stock Option in excess of such limit shall be
deemed a Non-statutory Stock Option. The Committee shall have discretion to
redesignate Stock Options granted as Incentive Stock Options as
Non-statutory Stock Options. Such Non-statutory Stock Options shall be
subject to Section 6 of the Plan.
(c) Terms of Incentive Stock 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 Participant shall not be
exercisable after the expiration of five years from the Date of Grant. No
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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 Participant to whom it is granted.
The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable; provided, however, that to the extent so
limited by OTS regulations, the Committee shall not make any determination
to grant an Incentive Stock Option which provides for: (1) exercisability at
a rate in excess of 20% per year; or (2) acceleration of exercisability
except in the case of death or Disability. The Committee may also determine
as of the Date of Grant any other specific conditions or specific
performance goals which must be satisfied prior to the Incentive Stock
Option becoming exercisable. The shares comprising each installment may be
purchased in whole or in part at any time during the term of such Incentive
Stock 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; provided, however, that to the
extent so limited by OTS regulations, the Committee shall not make any
determination which will result in: (1) an Incentive Stock Option becoming
exercisable at a rate in excess of 20% per year; or (2) the acceleration of
the exercisability of an Incentive Stock Option except in the case of death
or Disability. To the extent that such acceleration, through the operation
of law, destroys incentive treatment under the Code, then such accelerated
Stock Option shall be deemed to be a Non-statutory Stock Option. The
acceleration of any Incentive Stock Option under the authority of this
paragraph will create no right, expectation or reliance on the part of any
other Participant or that certain Participant regarding any other
unaccelerated Incentive Stock Options.
(d) ISO Agreement. The terms and conditions of any Incentive Stock
Option shall be evidenced by an agreement (the "ISO Agreement") which such
Incentive Stock Option Agreement will be subject to the terms and conditions
of the Plan.
(e) Termination of Employment. Unless otherwise determined by the
Committee, upon the termination of a Participant's service for any reason
other than Disability, death or Termination for Cause, the Participant's
Incentive Stock Options 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 three months following termination.
Notwithstanding any provisions set forth herein or contained in any
Agreement relating to an award of an Incentive Stock Option, in the event of
termination for Disability or death, all Incentive Stock 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
Incentive Stock Options shall expire immediately upon termination.
(f) Compliance with Code. The Incentive Stock 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
Incentive Stock Options that do not so quality 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. 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.
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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 Right is transferable only when
the underlying option is transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall
promptly receive from the Holding Company an amount of cash or, in the sole
discretion of the Committee, shares of Common Stock or other payment
alternative found in Section 13, 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 any applicable tax
withholding as set forth in Section 19.
9. Stock Awards.
The Committee may, subject to the limitations of the Plan from time to
time, make Awards of some number of shares of Common Stock. The Awards
shall be made subject to the following terms and conditions:
(a) Payment of the Stock Award. A Stock Award may only be made in
whole shares of Common Stock. Shares used in payment may only be granted
from shares reserved under the Plan but not yet awarded at the time the new
Stock Award is made.
(b) Stock Award Agreement. The terms and conditions of any Stock
Award shall evidenced by an agreement (the "Stock Award Agreement") which
such Stock Award Agreement will be subject to the terms and conditions of
the Plan. Each Stock Award Agreement shall set forth:
(i) the period over which the Stock Award may vest; and
(ii) the performance goals, if any, which must be satisfied
prior to the vesting of any portion of the Stock Award. The
performance goals may be set by the Committee on an individual level,
for all Participants, for all Awards made during a given period of
time, or for all Awards for indefinite periods.
(c) Certification of Attainment of the Performance Goal. No Stock
Award that is subject to a performance goal is to be distributed to the
Participant until the Committee certifies that the underlying performance
goal has been achieved.
(d) Terms of Stock Awards. The Committee shall determine the dates
on which Stock Awards granted to a Participant shall vest, provided that all
Stock Awards shall immediately vest in full upon the termination of
employment due to Disability or the death of the Participant; further
provided, however, that to the extent so limited by OTS regulations, the
Committee shall not make any determination to grant a Stock Award which
provides for: (1) exercisability at a rate in excess of 20% per year; or (2)
acceleration of exercisability except in the case of Death or Disability.
The Committee, notwithstanding other paragraphs in this Section, in its sole
discretion may accelerate the vesting of any Stock Award; provided, however,
that to the extent so limited by OTS regulations, the Committee shall not
make any determination which will result in: (1) a Stock Award becoming
exercisable at a rate in excess of 20% per year; or (2) the acceleration of
the exercisability of a Stock Award except in the case of Death or
Disability. The acceleration of any Stock Award under the authority of this
paragraph will create no right, expectation or reliance on the part of any
other Participant or that certain Participant regarding any other
unaccelerated Stock Awards.
(e) Accrual of Dividends. Whenever Stock Awards are distributed to
a Participant or a beneficiary under the Plan, such recipient or beneficiary
shall also be entitled to receive, with respect to each such Stock Award, a
payment equal to any cash dividends and a number of shares of Common Stock
equal to any stock dividends, declared and paid with respect to a share of
the Common Stock between the date the relevant Stock Award was granted and
the date the Stock Awards are being distributed. To the extent applicable,
there shall also be distributed an appropriate
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amount of net earnings, if any, of the Trust with respect to any cash
dividends paid out.
(f) Voting of Stock Awards. After a Stock Award has been granted,
the Participant shall be entitled to direct the Trustee as to the voting of
the Common Stock which the Stock Award covers but which has not yet been
earned and distributed to the Participant pursuant to the Plan, subject to
the rules and procedures adopted by the Committee for this purpose. All
shares of Common Stock held by the Trust as to which Participants are not
entitled to direct, or have not directed, the voting, shall be voted by the
Trustee in the same proportion as Common Stock covered by Stock Awards which
have been awarded and voted.
(g) Forfeiture. If the Participant's employment terminates for any
other reason than death or Disability, to the extent that the Participant
has not become vested in a Stock Award as provided in this Section 9, such
Participant's Award shall be forfeited immediately upon such termination and
the Participant shall have no further rights with respect to such Award.
Notwithstanding the foregoing, a Participant whose termination of employment
would be a Retirement shall not be deemed to have incurred a termination of
employment for purposes determining vesting or forfeiture of a Stock Award
under the Plan in the event he continues to serve as a consultant or
advisory director to the Holding Company or any of its Affiliates. In such
event, the Participant's termination of employment shall not be deemed to
occur until service as a consultant or advisory director terminates.
10. Dividend Equivalent Rights.
Simultaneously with the grant of any Incentive Stock Option or a
Non-statutory Stock Option to Participants, the Committee may to the extent
not limited by OTS regulations, 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) Extraordinary Dividend. For purposes of this Section 10, 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.
(b) Terms of Rights. The Dividend Equivalent Right provides the
Participant with a cash benefit equal to 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.
(c) Dividend Equivalent Rights Agreement. The terms and conditions
of any Dividend Equivalent Rights shall be evidenced by an agreement (the
"Dividend Equivalent Rights Agreement") which such Dividend Equivalent
Rights Agreement shall be subject to the terms and conditions of the Plan.
(d) 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 13, equal to the amount of the extraordinary dividend paid on one
share of Common Stock, multiplied by the number of shares of Common Stock
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 19.
11. Equitable Adjustment Right.
Simultaneously with the grant of any Option under this Plan, in the
alternative to a Dividend Equivalent Right, the Committee may to the extent
not limited by OTS regulations, grant an Equitable Adjustment Right.
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Upon the payment of an extraordinary dividend (as such term is defined
in Section 10(a)), 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.
12. Directors' Awards.
Awards to Outside Directors under this Plan ("Directors' Awards") are
made in the form of Non-statutory Stock Options and Stock Awards.
Directors' Awards shall be made subject to the following terms and
conditions:
(a) Initial Grant of the Directors' Award. Each Outside Director
who is serving on the Board of Directors on the Effective Date of this Plan
shall receive (1) Non-statutory Stock Options for 13,507 shares of Common
Stock, each together, to the extent not limited by OTS regulations, with a
Dividend Equivalent Right pursuant to Section 10, and (2) Stock Awards of
5,402 shares of Common Stock.
(b) Grants to Subsequent Outside Directors. To the extent shares
are available for grant under the Plan, each Outside Director who is first
appointed as a director subsequent to the Effective Date ("Subsequent
Outside Director") is hereby granted, as of the date on which such
Subsequent Outside Director is qualified and first begins to serve as an
Outside Director, Nonstatutory Stock Options for 13,507 shares of Common
Stock, each together, to the extent not limited by OTS regulations, with a
Dividend Equivalent Right pursuant to Section 10, and Stock Awards of 5,402
shares of Common Stock, subject to adjustment pursuant to Section 18, or pro
rata amounts of Non-statutory Stock Options and Stock Awards of such lesser
number of shares of Common Stock as remain under reserve but not granted the
Plan.
If shares for sufficient Non-statutory Stock Options and Stock Awards
are not available under the Plan to fulfill the grant of Options and Stock
Awards under this paragraph (b) to any Subsequent Outside Director, and
thereafter shares become available, such Subsequent Outside Director shall
then receive pro rata amounts of Non-statutory Stock Options and Stock
Awards, determined by dividing pro rata among each Subsequent Outside
Director, the number of shares of Common Stock then available, not to exceed
the amount granted with respect to Subsequent Outside Directors, subject to
adjustment under Section 18 as appropriate. The date of grant shall be the
date shares for such Directors' Awards become available.
(c) Vesting. The Non-statutory Stock Options and the Stock Awards
made under this Section will vest over a five-year period, with 20% of the
initial number of Non-statutory Stock Options and Stock Awards vesting each
year in which the Outside Director remains an Outside Director or serves as
an advisory director or consultant to the Holding Company or an Affiliate of
the Holding Company, commencing with the first anniversary of the date of
the grant of the Directors' Award.
(d) Exercise Price. The Exercise Price of each Non-statutory Stock
Option awarded to an Outside Director shall equal the Fair Market Value of
the Common Stock on the date of the grant of the Option. 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 14 of the Plan.
(e) Terms of Non-statutory Stock Options Awards to Directors. The
term during which each Non-statutory Stock Option awarded to a director may
be exercised shall be 10 years from the Date of Grant. The shares
comprising each installment may be purchased in whole or in part at any time
during the term of such Non-statutory Stock Option.
(f) Accrual of Dividends on Stock Awards. Whenever Stock Awards are
distributed to an Outside Director or a beneficiary under this Section, such
Outside Director or beneficiary shall also be entitled to receive, with
respect to each such Stock Award, a payment equal to any cash dividends and
a number of shares of Common Stock equal to any stock dividends, declared
and paid with respect to a share of the Common Stock between the date the
relevant Stock Award was granted and the date the Stock Awards are being
distributed. To the extent applicable, there shall
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also be distributed an appropriate amount of net earnings, if any, of the
Trust with respect to any cash dividends paid out.
(g) Voting of Stock Awards. After a Stock Award has been granted
under this Section, the Outside Director shall be entitled to instruct the
Trustee as to the voting of the Common Stock that the Stock Award covers but
which has not yet been earned and distributed to him pursuant to the Plan,
subject to the rules and procedures adopted by the Committee for this
purpose. Shares underlying a Stock Award regarding which an Outside
Director has not issued instructions, shall be voted by the Trustee in
accordance with the terms of paragraph 9(g) of the Plan.
(h) Death or Disability of a Director. If the service of an Outside
Director as a member of the Board is terminated due to death or Disability,
and the Directors' Award made has not yet vested as provided in this
Section 12, such Directors' Award shall be deemed to be fully vested upon
the date of termination from service on the Board.
(i) Forfeiture. If the service of an Outside Director as a member
of the Board is terminated for any other reason than death or Disability, to
the extent that the Outside Director has not become vested in a Directors'
Award as provided in this Section 12, such Directors' Award shall be
forfeited immediately upon such termination and the Outside Director shall
have no further rights with respect to such Directors' Award.
(j) Directors' Award Agreement. The terms and conditions of any
Directors' Award will be evidenced by an agreement (the "Directors' Award
Agreement") which such Directors' Award Agreement shall be subject to the
terms and conditions of the Plan.
13. Payout Alternatives.
Payments due to a Participant upon the exercise or redemption of an
Award, may be made under the following terms and conditions:
(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 or payments for all Awards. If the Committee requests
any or all Participants to make an election as to form of payment or
distribution, it shall not be considered bound by the election.
(b) Payment in the Form of Common Stock. Any shares of Common Stock
tendered in satisfaction of an obligation arising under this Plan shall be
valued at the Fair Market Value of the Common Stock at the time of the
distribution. The Committee may use authorized but unissued Shares, Common
Stock in treasury or may direct the market purchase of Common Stock to
satisfy its obligations under this Plan.
14. 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 Incentive Stock Option or Non-statutory Stock Option
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. The Committee may, in its sole
discretion, permit payment by the tendering of previously acquired shares of
Common Stock. Any shares of Common Stock tendered in payment of the
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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.
15. Rights of a Stockholder: Deferral; Limited Transferability.
No Participant or Outside Director shall have any rights as a
stockholder with respect to any shares of Common Stock covered by an Option
until the date of issuance of a stock certificate for such Common Stock.
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 expressly provided in the Award Agreement in accordance with
this Section 15, no Award under the Plan shall be transferable by the
Participant or Outside Director other than by will or the laws of intestate
succession or pursuant to a qualified domestic relations order.
The Committee may, in its discretion, authorize all or a portion of
the Options (other than Incentive Stock Options) granted to a Participant to
be on terms which permit transfer by such Participant to (a) the spouse,
children or grandchildren of the Participant ("Immediate Family Members"),
(b) a trust or trusts for the exclusive benefit of such Immediate Family
Members, or (c) a partnership in which such Immediate Family Members are the
only partners, provided that (i) there may be no consideration for any such
transfer, (ii) the Award Agreement pursuant to which such Options are
granted expressly provides for transferability in a manner consistent with
this Section 15, and (iii) subsequent transfers of transferred Options shall
be prohibited except those in accordance with Section 17. Following
transfer, any such Options shall continue to be subject to the same terms
and conditions as were applicable immediately prior to transfer, provided
that for purposes of Section 17 hereof the term "Participant" shall be
deemed to refer to the transferee. The provisions of Sections 6 and 12
relating to the period of exercisability and expiration of the Option shall
continue to be applied with respect to the original Participant, and the
Options shall be exercisable by the transferee only to the extent, and for
the periods, set forth in said Sections 6 and 12.
16. Agreement with Participants.
Each Award will be evidenced by a written agreement ("Agreement"),
executed by the Participant and the Holding Company or its Affiliates that
describes the terms and conditions for receiving the Award including the
date of Award, the Exercise Price if any, the term or other applicable
periods, and other terms and conditions as may be required or imposed by the
Plan, the Board of Directors, tax law consideration or applicable securities
law.
17. 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.
18. Adjustments.
In the event of any change in the outstanding shares of Common Stock
by reason of any stock dividend, split, recapitalization, merger,
consolidation, spinoff, 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 or other securities that may underlie future Awards under the Plan;
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(b) adjustments in the aggregate number or kind of shares of Common
Stock or other securities underlying Awards already made under the Plan; and
(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.
19. Tax Withholding.
(a) Tax Withholding. The Company shall have the power and the right
to deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy Federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan.
(b) Share Withholding. With respect to withholding required upon
the exercise of Options, or upon any other taxable event arising as a result
of Awards granted hereunder, Participants may elect to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined
equal to the minimum statutory total tax which would be imposed on the
transaction. All such elections shall be irrevocable, made in writing,
signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.
20. 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, no such modification or amendment may adversely affect the rights
of a Participant under an outstanding Award without the written permission
of such Participant.
Notwithstanding any other provision of the Plan, to the extent so
limited by OTS regulations, no amendment shall be made which implements the
Plan having provisions contrary to those set forth in Section 6(b), 7(c) or
9(d) of the Plan prior to August 9, 1997.
21. Effective Date of Plan.
The Plan shall become effective upon approval by the stockholders.
22. Termination of the Plan.
The right to grant Awards under the Plan will terminate upon the
earlier of (i) ten (10) years after the Effective Date or (ii) the issuance
of Common Stock and/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, adversely affect his vested rights under a
previously granted Award.
23. 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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24. 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
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. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management of
the Holding Company for determinations to be made pursuant to the Plan,
including the attainment of performance goals. However, only the Committee
or a portion of the Committee may certify the attainment of a performance
goal.
IN WITNESS WHEREOF, Park Bancorp, Inc. has established this Plan, to
be executed by a designee of the Board of Directors and its duly corporate
seal to be affixed and duly attested, effective as of the day of February 27,
1997.
[CORPORATE SEAL] PARK BANCORP, INC.
ADOPTED BY THE BOARD OF DIRECTORS:
February 27, 1997 By:/s/ David A. Remijas
- ---------------------------------- ----------------------------------
Date Chairman of the Board of Directors
For the Board of Directors
APPROVED BY STOCKHOLDERS:
February 27, 1997 By:/s/ Richard J. Remijas, Jr.
- ---------------------------------- ----------------------------------
Date Secretary
PARK BANCORP, INC.
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