As filed with the Securities and Exchange Commission on July 23, 1997
REGISTRATION NO.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
HOME BANCORP OF ELGIN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-4090333
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. Employer
ORGANIZATION) Identification No.)
16 North Spring Street
Elgin, Illinois 60120-5569
(847) 742-3800
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
AND
1997 RECOGNITION AND RETENTION PLAN
(FULL TITLE OF THE PLANS)
---------------
Mr. George L. Perucco
President and Chief Executive Officer
Home Bancorp of Elgin, Inc.
16 North Spring Street
Elgin, Illinois 60120-5569
(847) 742-3800
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 38th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE, OF
AGENT FOR SERVICE)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Title of Securities to Amount to be Registered(1) Proposed Maximum Offering Proposed Maximum Amount of
be Registered Price Per Share (2) Aggregate Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 981,295 shares $18.4375 $15,551,787.94 $4,713
====================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of Home Bancorp of Elgin,
Inc. (the "Company") reserved for issuance upon the exercise of options
granted pursuant to the Home Bancorp of Elgin, Inc. 1997 Stock Option
Plan and authorized for awards under the Home Bancorp of Elgin, Inc.
1997 Recognition and Retention Plan ("Plans"). In addition to such
shares, this registration statement also covers an undetermined number
of shares of common stock of the Company that, by reason of certain
events specified in the Plans, may become issuable upon the exercise of
options or the grant of awards through the application of certain
anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which a total of 700,921 shares subject to outstanding options are
deemed to be offered at an exercise price of $14.8125 and a total of
280,374 restricted shares and shares that may be acquired upon the
exercise of options granted in the future are deemed to be offered at
$18.4375 per share, the average of the daily high and low sales prices
of common stock of the Company on the Nasdaq Stock Market at the close
of trading on July 18, 1997.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 000-28696) are incorporated by
reference in this registration statement:
(1) the description of the Registrant's common stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form 8-A, dated July 29, 1996 which was filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); and
(2) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, which was filed with the
Commission pursuant to the Exchange Act; and
(3) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997.
<PAGE>
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal quarter ended March 31,
1997 and prior to the date of the termination of the offering of the Common
Stock offered hereby shall be deemed to be incorporated by reference into this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained herein or 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 document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Home Bancorp of Elgin, Inc. will provide without charge to
each person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents). Written requests should be
directed to the Pat A. Lenart, Home Bancorp of Elgin, Inc., 16 North Spring
Street, Elgin, Illinois 60120-5569. Telephone requests may be directed to (847)
742-3800.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the
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<PAGE>
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent 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
enterprise, against any liability asserted against him, an incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.
Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Company, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.
Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS.
4.1 Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
4.2 Home Bancorp of Elgin, Inc. 1997 Recognition and
Retention Plan.
4.3 Form of Stock Option Agreement for Officers and
Employees under the Home Bancorp of Elgin, Inc. 1997
Stock Option Plan.
4.4 Form of Stock Option Agreement for Outside Directors
under the Home Bancorp of Elgin, Inc. 1997 Stock
Option Plan.
4.5 Form of Award Notice for Officers and Employees under
the Home Bancorp of Elgin, Inc. 1997 Recognition and
Retention Plan.
4.6 Form of Award Notice for Outside Directors under the
Home Bancorp of Elgin, Inc. 1997 Recognition and
Retention Plan.
4.7 Certificate of Incorporation of Home Bancorp of
Elgin, Inc., incorporated by reference to the
Registrant's Registration Statement on Form S-1,
dated June 13, 1996, as amended (Registration No.
333-05909).
4.8 Bylaws of Home Bancorp of Elgin, Inc., incorporated
by reference to the Registrant's Registration
Statement on Form S-1, dated June 13, 1996, as
amended (Registration No. 333-05909).
5 Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
(iii) 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 in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included
-4-
<PAGE>
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Illinois on July 17, 1997.
HOME BANCORP OF ELGIN, INC.
(Registrant)
By: /s/ George L. Perucco
---------------------------
George L. Perucco
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ George L. Perucco President and Chief Executive Officer
- ---------------------------------------------- (Principal Executive Officer) and Director July 17, 1997
George L. Perucco
/s/ Lyle N. Dolan Executive Vice President, Treasurer and
- ---------------------------------------------- Director (Chief Financial and Accounting
Lyle N. Dolan Officer) July 17, 1997
/s/ Orval M. Graening Director July 17, 1997
- ----------------------------------------------
Orval M. Graening
/s/ Henry R. Hines Director July 17, 1997
- ----------------------------------------------
Henry R. Hines
/s/ Donald E. Laird Director July 17, 1997
- ----------------------------------------------
Donald E. Laird
/s/ Leigh C. O'Connor Director July 17, 1997
- ----------------------------------------------
Leigh C. O'Connor
/s/ Thomas S. Rakow Director July 17, 1997
- ----------------------------------------------
Thomas S. Rakow
/s/ Richard S. Scheflow Director July 17, 1997
- ----------------------------------------------
Richard S. Scheflow
</TABLE>
-6-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
4.1 Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
4.2 Home Bancorp of Elgin, Inc. 1997 Recognition and Retention
Plan.
4.3 Form of Stock Option Agreement for Officers and Employees
under the Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
4.4 Form of Stock Option Agreement for Outside Directors under the
Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
4.5 Form of Award Notice for Officers and Employees under the Home
Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan.
4.6 Form of Award Notice for Outside Directors under the Home
Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan.
4.7 Certificate of Incorporation of Home Bancorp of Elgin, Inc.,
incorporated by reference to the Registrant's Registration
Statement on Form S-1, dated June 13, 1996, as amended
(Registration No. 333-05909).
4.8 Bylaws of Home Bancorp of Elgin, Inc., incorporated by
reference to the Registrant's Registration Statement on Form
S-1, dated June 13, 1996, as amended (Registration No.
333-05909).
5 Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
to the legality of the securities being registered.
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5
hereof).
23.2 Consent of KPMG Peat Marwick LLP.
EXHIBIT 4.1
-----------
HOME BANCORP OF ELGIN, INC.
1997 STOCK OPTION PLAN
-----------------------
ADOPTED JANUARY 16, 1997
EFFECTIVE AS OF APRIL 17, 1997
INCORPORATING AMENDMENTS NO. 1 AND 2
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN................................1
ARTICLE II
DEFINITIONS
SECTION 2.1 ASSOCIATION................................................1
SECTION 2.2 BOARD......................................................1
SECTION 2.3 CHANGE IN CONTROL..........................................1
SECTION 2.4 CODE.......................................................3
SECTION 2.5 COMMITTEE..................................................3
SECTION 2.6 COMPANY....................................................3
SECTION 2.7 DISABILITY.................................................3
SECTION 2.8 DISINTERESTED BOARD MEMBER.................................3
SECTION 2.9 EFFECTIVE DATE.............................................3
SECTION 2.10 ELIGIBLE DIRECTOR..........................................3
SECTION 2.11 ELIGIBLE EMPLOYEE..........................................3
SECTION 2.12 EMPLOYER...................................................3
SECTION 2.13 EXCHANGE ACT...............................................4
SECTION 2.14 EXERCISE PRICE.............................................4
SECTION 2.15 FAIR MARKET VALUE..........................................4
SECTION 2.16 FAMILY MEMBER..............................................4
SECTION 2.17 INCENTIVE STOCK OPTION.....................................4
SECTION 2.18 NON-PROFIT ORGANIZATION....................................4
SECTION 2.19 NON-QUALIFIED STOCK OPTION.................................4
SECTION 2.20 OPTION.....................................................5
SECTION 2.21 OPTION PERIOD..............................................5
SECTION 2.22 OTS REGULATIONS............................................5
SECTION 2.23 PERSON.....................................................5
SECTION 2.24 PLAN.......................................................5
SECTION 2.25 RETIREMENT.................................................5
SECTION 2.26 SHARE......................................................5
SECTION 2.27 TERMINATION FOR CAUSE......................................5
(i)
<PAGE>
Page
----
ARTICLE III
AVAILABLE SHARES
SECTION 3.1 AVAILABLE SHARES...........................................6
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE..................................................7
SECTION 4.2 COMMITTEE ACTION...........................................7
SECTION 4.3 COMMITTEE RESPONSIBILITIES.................................7
ARTICLE V
STOCK OPTIONS FOR ELIGIBLE DIRECTORS
SECTION 5.1 IN GENERAL.................................................8
SECTION 5.2 EXERCISE PRICE.............................................8
SECTION 5.3 OPTION PERIOD..............................................8
ARTICLE VI
STOCK OPTIONS FOR ELIGIBLE EMPLOYEES
SECTION 6.1 SIZE OF OPTION............................................10
SECTION 6.2 GRANT OF OPTIONS..........................................10
SECTION 6.3 EXERCISE PRICE............................................11
SECTION 6.4 OPTION PERIOD.............................................11
SECTION 6.5 REQUIRED REGULATORY PROVISIONS............................11
SECTION 6.6 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK OPTIONS........13
ARTICLE VII
OPTIONS -- IN GENERAL
SECTION 7.1 METHOD OF EXERCISE........................................14
SECTION 7.2 LIMITATIONS ON OPTIONS....................................15
(ii)
<PAGE>
Page
----
ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.1 TERMINATION...............................................16
SECTION 8.2 AMENDMENT.................................................17
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION.....17
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN........................18
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT..........................18
SECTION 9.3 CONSTRUCTION OF LANGUAGE..................................19
SECTION 9.4 GOVERNING LAW.............................................19
SECTION 9.5 HEADINGS..................................................19
SECTION 9.6 NON-ALIENATION OF BENEFITS................................19
SECTION 9.7 TAXES.....................................................19
SECTION 9.8 APPROVAL OF SHAREHOLDERS..................................20
SECTION 9.9 NOTICES...................................................20
(iii)
<PAGE>
HOME BANCORP OF ELGIN, INC.
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Home Bancorp of Elgin, Inc., to provide eligible directors,
certain key officers and employees of Home Bancorp of Elgin, Inc. and its
affiliates with an incentive to achieve corporate objectives, to attract and
retain individuals of outstanding competence and to provide such individuals
with an equity interest in Home Bancorp of Elgin, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 ASSOCIATION means Home Federal Savings and Loan
Association of Elgin, a federally chartered savings institution, and any
successor thereto.
SECTION 2.2 BOARD means the board of directors of the Company.
SECTION 2.3 CHANGE IN CONTROL means any of the following
events:
(a) the occurrence of any event upon which any "person" (as
such term is used in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act")), other than (A) a
trustee or other fiduciary holding securities under an employee benefit
plan maintained for the benefit of employees of the Company; (B) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of
stock of the Company; or (C) any group constituting a person in which
employees of the Company are substantial members, becomes the
"beneficial owner" (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of securities issued by the
Company representing 25% or more of the combined voting power of all of
the Company's then outstanding securities; or
<PAGE>
-2-
(b) the occurrence of any event upon which the individuals who
on the date the Plan is adopted are members of the Board, together with
individuals whose election by the Board or nomination for election by
the Company's stockholders was approved by the affirmative vote of at
least two-thirds of the members of the Board then in office who were
either members of the Board on the date this Plan is adopted or whose
nomination or election was previously so approved, cease for any reason
to constitute a majority of the members of the Board, but excluding,
for this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election contest
relating to the election of directors of the Company (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act); or
(c) the shareholders of the Company approve either:
(i) a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation
following which both of the following conditions are
satisfied:
(A) either (I) the members of the Board of
the Company immediately prior to such merger or
consolidation constitute at least a majority of the
members of the governing body of the institution
resulting from such merger or consolidation; or (II)
the shareholders of the Company own securities of the
institution resulting from such merger or
consolidation representing 80% or more of the
combined voting power of all such securities of the
resulting institution then outstanding in
substantially the same proportions as their ownership
of voting securities of the Company immediately
before such merger or consolidation; and
(B) the entity which results from such
merger or consolidation expressly agrees in writing
to assume and perform the Company's obligations under
the Plan; or
(ii) a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the
Company of all or substantially all of its assets; and
(d) any event that would be described in section 2.3(a), (b)
or (c) if "the Association" were substituted for "the Company" therein.
<PAGE>
-3-
SECTION 2.4 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.5 COMMITTEE means the Committee described in section
4.1.
SECTION 2.6 COMPANY means Home Bancorp of Elgin, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto.
SECTION 2.7 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.8 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company or a subsidiary, (b) is
not a former employee of the Company who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
taxable year, (c) has not been an officer of the Company, (d) does not receive
remuneration from the Company or a subsidiary, either directly or indirectly, in
any capacity other than as a director and (e) does not possess an interest in
any other transaction, and is not engaged in a business relationship, for which
disclosure would be required pursuant to Item 404(a) or (b) of the proxy
solicitation rules of the Securities and Exchange Commission. The term
Disinterested Board Member shall be interpreted in such manner as shall be
necessary to conform to the requirements of section 162(m) of the Code or Rule
16b-3 promulgated under the Exchange Act.
SECTION 2.9 EFFECTIVE DATE means April 17, 1997.
SECTION 2.10 ELIGIBLE DIRECTOR means a member of the board of
directors of an Employer who is not also an employee or an officer of an
Employer.
SECTION 2.11 ELIGIBLE EMPLOYEE means any employee whom the
Committee may determine to be a key officer or employee of an Employer and
select to receive a grant of an Option pursuant to the Plan.
SECTION 2.12 EMPLOYER means the Company, the Association and
any successor thereto and, with the prior approval of the Board, and subject to
such terms and conditions as may be imposed by the Board, any other savings
bank, savings and loan association, bank, corporation, financial institution or
other business organization or institution. With respect to any Eligible
Employer or Eligible Director, the Employer shall mean the entity which employs
such person or upon whose board of directors such person serves.
<PAGE>
-4-
SECTION 2.13 EXCHANGE ACT means the Securities Exchange
Act of 1934, as amended.
SECTION 2.14 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 5.2.
SECTION 2.15 FAIR MARKET VALUE means, with respect to a
Share on a specified date:
(a) the final reported sales price on the date in question (or
if there is no reported sale on such date, on the last preceding date
on which any reported sale occurred) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
(b) if the Shares are not listed or admitted to trading on any
such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Committee, then in use; or
(c) if sections 2.15(a) and (b) are not applicable, the
fair market value of a Share as the Committee may determine.
SECTION 2.16 FAMILY MEMBER means the spouse, parent, child or
sibling of an Eligible Director or Eligible Employee.
SECTION 2.17 INCENTIVE STOCK OPTION means a right to purchase
Shares that is granted to Eligible Employees pursuant to section 6.1, that is
designated by the Committee to be an Incentive Stock Option and that is intended
to satisfy the requirements of section 422 of the Code.
SECTION 2.18 NON-PROFIT ORGANIZATION means any organization
which is exempt from federal income tax under section 501(c)(3), (4), (5), (6),
(7), (8) or (10) of the Internal Revenue Code.
SECTION 2.19 NON-QUALIFIED STOCK OPTION means a right to
purchase Shares that is granted pursuant to section 5.1 or 6.1. For Eligible
Employees, an Option will be a NonQualified Stock Option if (a) it is not
designated by the Committee to be an Incentive Stock Option, or (b) it does not
satisfy the requirements of section 422 of the Code.
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SECTION 2.20 OPTION means either an Incentive Stock Option or
a Non-Qualified Stock Option.
SECTION 2.21 OPTION PERIOD means the period during which an
Option may be exercised, determined in accordance with section 5.3 and 6.4.
SECTION 2.22 OTS REGULATIONS means the regulations issued by
the Office of Thrift Supervision and applicable to the Plan, the Association or
the Company.
SECTION 2.23 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.24 PLAN means the Home Bancorp of Elgin, Inc. 1997
Stock Option Plan, as amended from time to time.
SECTION 2.25 RETIREMENT means retirement at or after the
normal or early retirement date set forth in any tax-qualified retirement plan
of the Association.
SECTION 2.26 SHARE means a share of Common Stock, par value
$.01 per share, of Home Bancorp of Elgin, Inc.
SECTION 2.27 TERMINATION FOR CAUSE means one of the following:
(a) for an Eligible Employee who is not an officer or employee
of any bank or savings institution regulated by the Office of Thrift
Supervision, "Termination for Cause" means termination of employment with the
Employer upon the occurrence of any of the following: (i) the employee
intentionally engages in dishonest conduct in connection with his performance of
services for the Employer resulting in his conviction of a felony; (ii) the
employee is convicted of, or pleads guilty or NOLO CONTENDERE to, a felony or
any crime involving moral turpitude; (iii) the employee willfully fails or
refuses to perform his duties under any employment or retention agreement and
fails to cure such breach within sixty (60) days following written notice
thereof from the Employer; (iv) the employee breaches his fiduciary duties to
the Employer for personal profit; or (v) the employee's willful breach or
violation of any law, rule or regulation (other than traffic violations or
similar offenses), or final cease and desist order in connection with his
performance of services for the Employer;
(b) for an Eligible Employee who is an officer or employee of
a bank or savings institution regulated by the Office of Thrift Supervision,
"Termination for Cause" means termination of employment for personal dishonesty,
incompetence, willful misconduct, breach of
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fiduciary duty involving personal profit, intentional failure to perform stated
duties, willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or final cease and desist order, or any material
breach of this Agreement, in each case as measured against standards generally
prevailing at the relevant time in the savings and community banking industry;
PROVIDED, HOWEVER, that such individual shall not be deemed to have been
discharged for cause unless and until he shall have received a written notice of
termination from the Board, which notice shall be given to such individual not
later than five (5) business days after the board of directors of the Employer
adopts, and shall be accompanied by, a resolution duly approved by affirmative
vote of a majority of the entire board of directors of the Employer at a meeting
called and held for such purpose (which meeting shall be held not less than
fifteen (15) days nor more than thirty (30) days after notice to the
individual), at which meeting there shall be a reasonable opportunity for the
individual to make oral and written presentations to the members of the board of
directors of the Employer, on his own behalf, or through a representative, who
may be his legal counsel, to refute the grounds for the proposed determination)
finding that in the good faith opinion of the board of directors of the Employer
grounds exist for discharging the individual for cause.
ARTICLE III
AVAILABLE SHARES
SECTION 3.1 AVAILABLE SHARES.
Subject to section 8.3, the maximum aggregate number of Shares
with respect to which Options may be granted at any time shall be equal to the
excess of:
(a) 700,925 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which
previously granted Options may then or may in the future be
exercised; plus
(ii) the number of Shares with respect to which
previously granted Options have been exercised.
A maximum aggregate of 490,647 Shares may be granted to Eligible Employees and a
maximum aggregate of 210,276 Shares may be granted to Eligible Directors. For
purposes of this section 3.1, an Option shall not be considered as having been
exercised to the extent that such Option
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terminates by reason other than the purchase of related Shares; PROVIDED,
HOWEVER, that for purposes of meeting the requirements of section 162(m) of the
Code, no Eligible Employee who is a covered employee under section 162(m) of the
Code shall receive a grant of Options in excess of the amount specified under
this section 3.1, computed as if any Option which is cancelled reduced the
maximum number of Shares.
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE.
The Plan shall be administered by the members of the
Compensation Committee of Home Bancorp of Elgin, Inc. who are Disinterested
Board Members. If the Committee consists of fewer than two Disinterested Board
Members, then the Board shall appoint to the Committee such additional
Disinterested Board Members as shall be necessary to provide for a Committee
consisting of at least two Disinterested Board Members.
SECTION 4.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 4.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority:
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(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options,
if any, to be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms
for the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE V
STOCK OPTIONS FOR ELIGIBLE DIRECTORS
SECTION 5.1 IN GENERAL.
(a) On the Effective Date, each Eligible Director shall be
granted an Option to purchase 35,046 Shares.
(b) Any Option granted under this section 5.1 shall be
evidenced by a written agreement which shall specify the number of Shares
covered by the Option, the Exercise Price for the Shares subject to the Option
and the Option Period, all as determined pursuant to this Article V. The Option
agreement shall also set forth specifically or incorporate by reference the
applicable provisions of the Plan.
SECTION 5.2 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Director under section 5.1 may be exercised shall be the Fair Market Value of a
Share on the date on which the Option is granted.
SECTION 5.3 OPTION PERIOD.
(a) Subject to section 5.3(b), the Option Period during which
an Option granted to an Eligible Director under section 5.1 may be exercised
shall commence on the date the Option is granted and shall expire on the earlier
of:
(i) removal for cause in accordance with the
Employer's bylaws; or
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(ii) the last day of the ten-year period commencing on
the date on which the Option was granted.
(b) During the Option Period, the maximum number of Shares as
to which an outstanding Option may be exercised shall be as follows:
(i) prior to the first anniversary of the date on which
the Plan is approved by shareholders pursuant to section 9.8, the
Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to
the second anniversary, of the date on which the Plan is approved by
shareholders pursuant to section 9.8, the Option may be exercised as to
a maximum of twenty percent (20%) of the Shares subject to the Option;
(iii) on and after the second anniversary, but prior to
the third anniversary, of the date on which the Plan is approved by
shareholders pursuant to section 9.8, the Option may be exercised as to
a maximum of forty percent (40%) of the Shares subject to the Option,
when granted, including in such number any optioned Shares purchased
prior to such second anniversary;
(iv) on and after the third anniversary, but prior to
the fourth anniversary, of the date on which the Plan is approved by
shareholders pursuant to section 9.8, the Option may be exercised as to
a maximum of sixty percent (60%) of the Shares subject to the Option,
when granted, including in such number any optioned Shares purchased
prior to such third anniversary;
(v) on and after the fourth anniversary, but prior to
the fifth anniversary, of the date on which the Plan is approved by
shareholders pursuant to section 9.8, the Option may be exercised as to
a maximum of eighty percent (80%) of the Shares subject to the Option,
when granted, including in such number any optioned Shares purchased
prior to such fourth anniversary; and
(vi) on and after the fifth anniversary of the date on
which the Plan is approved by shareholders pursuant to section 9.8 and
for the remainder of the Option Period, the Option may be exercised as
to the entire number of optioned Shares not theretofore purchased;
PROVIDED, HOWEVER, that such an Option shall become fully exercisable, and all
optioned Shares not previously purchased shall become available for purchase, on
the date of the Option holder's death, Disability or Retirement or upon the date
of a Change in Control.
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ARTICLE VI
STOCK OPTIONS FOR ELIGIBLE EMPLOYEES
SECTION 6.1 SIZE OF OPTION.
Subject to sections 6.2 and 6.5 and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Employee may be granted Options shall be determined by the Committee, in its
discretion. Except as provided in section 6.5, the maximum number of Shares that
may be optioned to any one individual under this Plan during its entire duration
shall be the entire number of Shares available under section 3.1 of the Plan.
SECTION 6.2 GRANT OF OPTIONS.
(a) Subject to the limitations of the Plan, the Committee may,
in its discretion, grant to an Eligible Employee an Option to purchase Shares.
The Option for such Eligible Employees must be designated as either an Incentive
Stock Option or a Non-Qualified Stock Option and, if not designated as either,
shall be a Non-Qualified Stock Option.
(b) Any Option granted under this section 6.2 shall be
evidenced by a written agreement which shall:
(i) specify the number of Shares covered by the
Option;
(ii) specify the Exercise Price, determined in
accordance with section 6.3, for the Shares subject to the Option;
(iii) specify the Option Period determined in
accordance with section 6.4;
(iv) set forth specifically or incorporate by
reference the applicable provisions of the Plan; and
(v) contain such other terms and conditions not
inconsistent with the Plan as the Committee may, in its discretion,
prescribe with respect to an Option granted to an Eligible Employee.
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SECTION 6.3 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Employee shall be determined by the Committee, in its discretion; PROVIDED,
HOWEVER, that the Exercise Price shall not be less than the Fair Market Value of
a Share on the date on which the Option is granted.
SECTION 6.4 OPTION PERIOD.
Subject to section 6.5, the Option Period during which an
Option granted to an Eligible Employee may be exercised shall commence on the
date specified by the Committee in the Option agreement and shall expire on the
date specified in the Option agreement or, if no date is specified, on the
earliest of:
(a) the close of business on the last day of the three-month
period commencing on the date of the Eligible Employee's termination of
employment with the Employer, other than on account of death or
Disability, Retirement or a Termination for Cause;
(b) the close of business on the last day of the one-year
period commencing on the date of the Eligible Employee's termination
of employment due to death, Disability or Retirement;
(c) the date and time when the Eligible Employee ceases
to be an employee of the Employer due to a Termination for Cause; and
(d) the last day of the ten-year period commencing on the
date on which the Option was granted.
SECTION 6.5 REQUIRED REGULATORY PROVISIONS.
Notwithstanding anything contained herein to the contrary:
(a) no Option shall be granted to an Eligible Employee
under the Plan prior to shareholder approval under section 9.8;
(b) no Eligible Employee may be granted Options to
purchase more than 175,236 Shares;
(c) each Option granted to an Eligible Employee shall
become exercisable as follows:
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(i) prior to the first anniversary of the date on
which the Plan is approved by shareholders pursuant to
section 9.8, the Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to
the second anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of twenty percent (20%) of
the Shares subject to the Option when granted;
(iii) on and after the second anniversary, but prior
to the third anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of forty percent (40%) of the
Shares subject to the Option when granted, including in such
forty percent (40%) any optioned Shares purchased prior to
such second anniversary;
(iv) on and after the third anniversary, but prior to
the fourth anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of sixty percent (60%) of the
Shares subject to the Option when granted, including in such
sixty percent (60%) any optioned Shares purchased prior to
such third anniversary;
(v) on and after the fourth anniversary, but prior to
the fifth anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of eighty percent (80%) of
the Shares subject to the Option when granted, including in
such eighty percent (80%) any optioned Shares purchased prior
to such fourth anniversary; and
(vi) on and after the fifth anniversary of the date
on which the Plan is approved by shareholders pursuant to
section 9.8 and for the remainder of the Option Period, the
Option may be exercised as to the entire number of optioned
Shares not theretofore purchased;
PROVIDED, HOWEVER, that such an Option shall become fully exercisable,
and all optioned Shares not previously purchased shall become available
for purchase, on the date of the Option holder's death, Disability or
Retirement or upon a Change in Control; AND PROVIDED, FURTHER, that the
Committee may establish a different vesting schedule in a particular
case or as a matter of policy.
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(d) The Option Period of any Option granted to an Eligible
Employee hereunder, whether or not previously vested, shall be
suspended as of the time and date at which the Option holder has
received notice from the Board that his or her employment is subject to
a possible Termination for Cause. Such suspension shall remain in
effect until the Option holder receives official notice from the Board
that he or she has been cleared of any possible Termination for Cause,
at which time, the original Exercise Period shall be reinstated without
any adjustment for the intervening suspended period. In the event that
the Option Period under section 6.4 expires during such suspension, the
Company shall pay to the Eligible Employee, within 30 days after his
reinstatement as an employee of the Company, damages equal to the value
of the expired Options less the Exercise Price of such Options.
(e) No Option granted to an Eligible Employee hereunder,
whether or not previously vested, shall be exercised after the time and
date at which the Option holder's employment with the Employer is
terminated in a Termination for Cause.
SECTION 6.6 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK
OPTIONS.
In addition to the limitations of section 7.2, an Option
granted to an Eligible Employee designated by the Committee to be an Incentive
Stock Option shall be subject to the following limitations:
(a) If, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as
of the date of the grant) of Shares subject to an Option intended to be
an Incentive Stock Option which first become available for purchase
during such calendar year, and (ii) equals the Fair Market Value
(determined as of the date of grant) of Shares subject to any other
options intended to be Incentive Stock Options and previously granted
to the same Eligible Employee which first become exercisable in such
calendar year, then that number of Shares optioned which causes the sum
of (i) and (ii) to exceed $100,000 shall be deemed to be Shares
optioned pursuant to a Non-Qualified Stock Option or Non-Qualified
Stock Options, with the same terms as the Option or Options intended to
be an Incentive Stock Option;
(b) The Exercise Price of an Incentive Stock Option granted to
an Eligible Employee who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company shall not be less than 110% of the
Fair Market Value of a Share, and if an Option designated as an
Incentive Stock Option shall be granted at an Exercise Price that does
not satisfy this requirement, the designated Exercise Price shall be
observed and the Option shall be treated as a Non-Qualified Stock
Option;
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(c) The Option Period of an Incentive Stock Option granted to
an Eligible Employee who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company, shall expire no later than the
fifth anniversary of the date on which the Option was granted, and if
an Option designated as an Incentive Stock Option shall be granted for
an Option Period that does not satisfy this requirement, the designated
Option Period shall be observed and the Option shall be treated as a
Non-Qualified Stock Option;
(d) An Incentive Stock Option that is exercised during its
designated Option Period but more than:
(i) three (3) months after the termination of
employment with the Company, a parent or a subsidiary (other
than on account of disability within the meaning of section
22(e)(3) of the Code or death) of the Eligible Employee to
whom it was granted; and
(ii) one (1) year after such individual's termination
of employment with the Company, a parent or a subsidiary due
to disability (within the meaning of section 22(e)(3) of the
Code);
may be exercised in accordance with the terms but shall at the time of
exercise be treated as a Non-Qualified Stock Option; and
(e) Except with the prior written approval of the Committee,
no individual shall dispose of Shares acquired pursuant to the exercise
of an Incentive Stock Option until after the later of (i) the second
anniversary of the date on which the Incentive Stock Option was
granted, or (ii) the first anniversary of the date on which the Shares
were acquired.
ARTICLE VII
OPTIONS -- IN GENERAL
SECTION 7.1 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
agreement, an Option holder may, at any time during the Option Period, exercise
his or her right to purchase all or any part of the Shares to which the Option
relates; PROVIDED, HOWEVER, that the minimum number of Shares which may be
purchased at any time shall be 100, or, if less, the total number of Shares
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relating to the Option which remain unpurchased. An Option holder shall exercise
an Option to purchase Shares by:
(i) giving written notice to the Committee, in
such form and manner as the Committee may prescribe, of his intent to
exercise the Option;
(ii) delivering to the Committee full payment,
consistent with section 7.1(b), for the Shares as to which the Option
is to be exercised; and
(iii) satisfying such other conditions as may be
prescribed in the Option agreement.
(b) The Exercise Price of Shares to be purchased upon exercise
of any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or, if and to the extent permitted
by the Committee, by one or more of the following: (i) in the form of Shares
already owned by the Option holder having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) by requesting the Company to cancel without payment Options outstanding to
such Person for that number of Shares whose aggregate Fair Market Value on the
date of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; or (iii) by a
combination thereof. Payment for any Shares to be purchased upon exercise of an
Option may also be made by delivering a properly executed exercise notice to the
Company, together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase
price. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
(c) When the requirements of section 7.1(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected, except as may be required under section 8.3.
SECTION 7.2 LIMITATIONS ON OPTIONS.
(a) An Option by its terms shall not be transferable by the
Option holder other than to Family Members or Non-profit Organizations or by
will or by the laws of descent and distribution and shall be exercisable, during
the lifetime of the Option holder, only by the Option
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holder, a Family Member or a Non-profit Organization. Any such transfer shall be
effected by written notice to the Company given in such form and manner as the
Committee may prescribe and shall be recognized only if such notice is received
by the Company prior to the death of the person giving it. Thereafter, the
transferee shall have, with respect to such Option, all of the rights,
privileges and obligations which would attach thereunder to the transferor if
the Option were issued to such transferor. If a privilege of the Option depends
on the life, employment or other status of the transferor, such privilege of the
Option for the transferee shall continue to depend on the life, employment or
other status of the transferor. The Committee shall have full and exclusive
authority to interpret and apply the provisions of this Plan to transferees to
the extent not specifically described herein. Notwithstanding the foregoing, an
Incentive Stock Option is not transferable by an Eligible Employee other than by
will or the laws of descent and distribution, and is exercisable, during his
lifetime, solely by him.
(b) The Company's obligation to deliver Shares with respect to
an Option shall, if the Committee so requests, be conditioned upon the receipt
of a representation as to the investment intention of the Option holder to whom
such Shares are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such representation
shall become inoperative upon a registration of the Shares or upon the
occurrence of any other event eliminating the necessity of such representation.
The Company shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such Shares to listing on any stock exchange on which
Shares may then be listed, or (ii) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or ter mination to the Committee. Unless
sooner terminated, the Plan shall terminate automatically on the day preceding
the tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding and exercisable for the period and on the terms and
conditions set forth in the Option agreements evidencing such Options.
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SECTION 8.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; PROVIDED, HOWEVER, that, to the extent required to comply with section
162(m) of the Code, no such amendment or revision shall be effective if it
amends a material term of the Plan unless approved by the holders of a majority
of the voting Shares of Home Bancorp of Elgin, Inc.; AND PROVIDED, FURTHER, that
no such amendment shall result in non-compliance with any applicable OTS
Regulation.
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity, and in the
event of any stock split, stock dividend or other event generally affecting the
number of Shares held by each Person who is then a holder of record of Shares,
the number of Shares covered by each outstanding Option and the number of Shares
available pursuant to section 3.1 shall be adjusted to account for such event.
Such adjust ment shall be effected by multiplying such number of Shares by an
amount equal to the number of Shares that would be owned after such event by a
Person who, immediately prior to such event, was the holder of record of one
Share, and the Exercise Price of the Options shall be adjusted by dividing the
Exercise Price by such number of Shares; PROVIDED, HOWEVER, that the Committee
may, in its discretion, establish another appropriate method of adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
Options granted under the Plan which remain outstanding, whether or not
exercisable, may be canceled as of the effective date of such merger,
consolidation, business reorganization, liquidation or sale by the Board upon 30
days' written notice to the Option holder; PROVIDED, HOWEVER, that on or as soon
as practicable following the date of cancellation, each Option holder shall
receive a monetary payment in such amount, or other property of such kind and
value, as the Board determines in good faith to be equivalent in value to the
Options that have been canceled.
(c) In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares) which
results in a nontaxable return of capital to the holders of Shares for federal
income tax purposes or otherwise than by dividend makes distribution of property
to the holders of its Shares, the Company shall, in the discretion of the
Committee, either:
(i) make an equivalent payment to each Person holding
an outstanding Option as of the record date for such dividend. Such
payment shall be made at substantially the same time, in substantially
the same form and in substantially the same amount per optioned Share
as the dividend or other
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distribution paid with respect to outstanding Shares; PROVIDED,
HOWEVER, that if any dividend or distribution on outstanding Shares is
paid in property other than cash, the Company, in the Committee's
discretion, may make such payment in a cash amount per optioned Share
equal in fair market value to the fair market value of the non-cash
dividend or distribution; or
(ii) adjust the Exercise Price of each
outstanding Option in such manner as the Committee may determine to be
appropriate to equitably reflect the payment of the dividend; or
(iii) take the action described in section 8.3(c)(i)
with respect to certain outstanding Options and the action described in
section 8.3(c)(ii) with respect to the remaining outstanding Options;
PROVIDED, HOWEVER, that no such action shall be taken without the
approval of the Office of Thrift Supervision until the stockholders of
the Company have voted to approve the provisions of this section 8.3(c)
by a majority of the votes cast in a vote taken after September 26,
1997.
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Director or Eligible
Employee any right to a continuation of his or her position as a director or
employee of the Company. The Employers reserve the right to remove any Eligible
Director or dismiss any Eligible Employee or otherwise deal with any Eligible
Director or Eligible Employee to the same extent as though the Plan had not been
adopted.
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SECTION 9.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 9.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of Illinois without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law. The Plan shall be construed to comply with applicable
OTS Regulations.
SECTION 9.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 9.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a qualified domestic relations order as
defined in section 414(p) of the Code.
SECTION 9.7 TAXES.
The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay the Company the amount of any
tax which the Company is required to withhold with respect to such Shares, or,
in lieu thereof, to retain, or to sell without notice, a sufficient number of
Shares to cover the amount required to be withheld.
<PAGE>
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SECTION 9.8 APPROVAL OF SHAREHOLDERS.
The Plan shall not be effective or implemented unless approved
by shareholders of Home Bancorp of Elgin, Inc. as follows:
(1) if, prior to the one year anniversary of the stock
conversion of Home Federal Savings and Loan Association of Elgin to
stock form, the Plan is, approved by the holders of a majority of the
total votes eligible to be cast at any duly called annual or special
meeting of the Company, the Plan shall be effective as of the date of
such approval; and
(2) if subsequent to the one year anniversary of such
conversion, the Plan is approved by the affirmative vote of the holders
of a majority of Shares present or represented by proxy at the meeting
and entitled to vote at an annual or special meeting at which a quorum
is present, the Plan shall be effective as of the date of such
approval.
Shareholder approval shall not be obtained at an annual or special meeting
earlier than six months following such conversion unless permitted by the Office
of Thrift Supervision. No Option shall be granted prior to shareholder approval
of the Plan.
SECTION 9.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
(a) If to the Committee:
Home Bancorp of Elgin, Inc.
16 North Spring Street
Elgin, Illinois 60010
Attention: CORPORATE SECRETARY
(b) If to an Option holder, to the Option holder's
address as shown in the Employer's records.
EXHIBIT 4.2
-----------
HOME BANCORP OF ELGIN, INC.
1997 RECOGNITION AND RETENTION PLAN
------------------------------
ADOPTED ON JANUARY 16, 1997
EFFECTIVE AS OF APRIL 17, 1997
INCORPORATING AMENDMENTS NO. 1 AND 2
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN ............................... 1
ARTICLE II
DEFINITIONS
SECTION 2.1 ASSOCIATION ............................................... 1
SECTION 2.2 AWARD ..................................................... 1
SECTION 2.3 AWARD DATE ................................................ 1
SECTION 2.4 BENEFICIARY ............................................... 1
SECTION 2.5 BOARD ..................................................... 1
SECTION 2.6 CHANGE OF CONTROL ......................................... 1
SECTION 2.7 CODE ...................................................... 3
SECTION 2.8 COMMITTEE ................................................. 3
SECTION 2.9 COMPANY ................................................... 3
SECTION 2.10 DISABILITY ................................................ 3
SECTION 2.11 DISINTERESTED BOARD MEMBER ................................ 3
SECTION 2.12 EFFECTIVE DATE ............................................ 3
SECTION 2.13 ELIGIBLE DIRECTOR ......................................... 3
SECTION 2.14 ELIGIBLE EMPLOYEE ......................................... 3
SECTION 2.15 EMPLOYER .................................................. 3
SECTION 2.16 EXCHANGE ACT .............................................. 3
SECTION 2.17 OTS REGULATIONS ........................................... 3
SECTION 2.18 PERSON .................................................... 3
SECTION 2.19 PLAN ...................................................... 4
SECTION 2.20 RETIREMENT ................................................ 4
SECTION 2.21 SHARE ..................................................... 4
SECTION 2.22 TRUST ..................................................... 4
SECTION 2.23 TRUST AGREEMENT ........................................... 4
SECTION 2.24 TRUST FUND ................................................ 4
SECTION 2.25 TRUSTEE ................................................... 4
ARTICLE III
SHARES AVAILABLE UNDER PLAN
SECTION 3.1 SHARES AVAILABLE UNDER PLAN ............................... 4
(i)
<PAGE>
PAGE
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE ................................................. 5
SECTION 4.2 COMMITTEE ACTION .......................................... 5
SECTION 4.3 COMMITTEE RESPONSIBILITIES ................................ 5
ARTICLE V
THE TRUST FUND
SECTION 5.1 CONTRIBUTIONS ............................................. 6
SECTION 5.2 THE TRUST FUND ............................................ 6
SECTION 5.3 INVESTMENTS ............................................... 6
ARTICLE VI
AWARDS
SECTION 6.1 AWARDS TO ELIGIBLE DIRECTORS .............................. 6
SECTION 6.2 AWARDS TO ELIGIBLE EMPLOYEES .............................. 7
SECTION 6.3 AWARDS IN GENERAL ......................................... 7
SECTION 6.4 SHARE ALLOCATIONS ......................................... 7
SECTION 6.5 DIVIDEND RIGHTS ........................................... 7
SECTION 6.6 VOTING RIGHTS ............................................. 8
SECTION 6.7 TENDER OFFERS ............................................. 8
SECTION 6.8 LIMITATIONS ON AWARDS ..................................... 9
ARTICLE VII
VESTING AND DISTRIBUTION OF SHARES
SECTION 7.1 VESTING OF SHARES GRANTED TO ELIGIBLE DIRECTORS ........... 10
SECTION 7.2 VESTING OF SHARES GRANTED TO ELIGIBLE EMPLOYEES ........... 10
SECTION 7.3 DESIGNATION OF BENEFICIARY ................................ 11
SECTION 7.4 MANNER OF DISTRIBUTION .................................... 11
SECTION 7.5 TAXES ..................................................... 11
(ii)
<PAGE>
PAGE
ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.1 TERMINATION ............................................... 12
SECTION 8.2 AMENDMENT ................................................. 12
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION ..... 12
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN ........................ 13
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT .......................... 13
SECTION 9.3 CONSTRUCTION OF LANGUAGE .................................. 13
SECTION 9.4 GOVERNING LAW ............................................. 13
SECTION 9.5 HEADINGS .................................................. 13
SECTION 9.6 NON-ALIENATION OF BENEFITS ................................ 14
SECTION 9.7 NOTICES ................................................... 14
SECTION 9.8 APPROVAL OF SHAREHOLDERS .................................. 14
(iii)
<PAGE>
HOME BANCORP OF ELGIN, INC.
1997 RECOGNITION AND RETENTION PLAN
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Home Bancorp of Elgin, Inc. and to provide eligible directors,
certain key officers and employees of Home Bancorp of Elgin, Inc. with an
incentive to achieve corporate objectives, to attract and retain directors, key
officers and employees of outstanding competence and to provide such directors,
officers and employees with an equity interest in Home Bancorp of Elgin, Inc.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 ASSOCIATION means Home Federal Savings and Loan
Association of Elgin, a federally chartered stock savings association, and any
successor thereto.
SECTION 2.2 AWARD means a grant of Shares to an Eligible
Director or Eligible Employee pursuant to section 6.1 or 6.2.
SECTION 2.3 AWARD DATE means, with respect to a particular
Award, the date specified by the Committee in the notice of the Award issued to
the Eligible Director or Eligible Employee by the Committee, pursuant to section
6.1 or 6.2.
SECTION 2.4 BENEFICIARY means the Person designated by an
Eligible Director or Eligible Employee pursuant to section 7.3, to receive
distribution of any Shares available for distribution to such Eligible Director
or Eligible Employee, in the event such Eligible Director or Eligible Employee
dies prior to receiving distribution of such Shares.
SECTION 2.5 BOARD means the Board of Directors of the Company.
SECTION 2.6 CHANGE OF CONTROL means any of the following
events:
(a) the occurrence of any event upon which any "person" (as
such term is used in sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act")), other than (A) a
trustee or other fiduciary holding
<PAGE>
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securities under an employee benefit plan maintained for the benefit of
employees of the Company; (B) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company; or (C) any
group constituting a person in which employees of the Company are
substantial members, becomes the "beneficial owner" (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities issued by the Company representing 25% or more of the
combined voting power of all of the Company's then outstanding
securities; or
(b) the occurrence of any event upon which the individuals who
on the date the Plan is adopted are members of the Board, together with
individuals whose election by the Board or nomination for election by
the Company's stockholders was approved by the affirmative vote of at
least two-thirds of the members of the Board then in office who were
either members of the Board on the date this Plan is adopted or whose
nomination or election was previously so approved, cease for any reason
to constitute a majority of the members of the Board, but excluding,
for this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election contest
relating to the election of directors of the Company (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act); or
(c) the shareholders of the Company approve either:
(i) a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation
following which both of the following conditions are
satisfied:
(A) either (I) the members of the Board of
the Company immediately prior to such merger or
consolidation constitute at least a majority of the
members of the governing body of the institution
resulting from such merger or consolidation; or (II)
the shareholders of the Company own securities of the
institution resulting from such merger or
consolidation representing 80% or more of the
combined voting power of all such securities of the
resulting institution then outstanding in
substantially the same proportions as their ownership
of voting securities of the Company immediately
before such merger or consolidation; and
(B) the entity which results from such
merger or consolidation expressly agrees in writing
to assume and perform the Company's obligations under
the Plan; or
(ii) a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all
or substantially all of its assets; and
(d) any event that would be described in section 2.6(a), (b)
or (c) if "the Association" were substituted for "the Company" therein.
<PAGE>
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SECTION 2.7 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.8 COMMITTEE means the Committee described in section
4.1.
SECTION 2.9 COMPANY means Home Bancorp of Elgin, Inc., a
corporation organized and existing under the laws of the State of Delaware, and
any successor thereto.
SECTION 2.10 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.11 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company or a subsidiary, (b) does
not receive remuneration from the Company or a subsidiary, either directly or
indirectly, in any capacity other than as a director and (c) does not possess an
interest in any other transaction, and is not engaged in a business
relationship, for which disclosure would be required pursuant to Item 404(a) or
(b) of the proxy solicitation rules of the Securities and Exchange Commission.
The term Disinterested Board Member shall be interpreted in such manner as shall
be necessary to conform to the requirements of Rule 16b-3 promulgated under the
Exchange Act.
SECTION 2.12 EFFECTIVE DATE means April 17, 1997.
SECTION 2.13 ELIGIBLE DIRECTOR means a member of the board of
directors of the Employer who is not also an employee of the Employer.
SECTION 2.14 ELIGIBLE EMPLOYEE means any employee whom the
Committee may determine to be a key officer or employee of the Employer and
select to receive an Award pursuant to the Plan.
SECTION 2.15 EMPLOYER means the Company, the Association and
any successor thereto and, with the prior approval of the Board, and subject to
such terms and conditions as may be imposed by the Board, any other savings
bank, savings and loan association, bank, corporation, financial institution or
other business organization or institution. With respect to any Eligible
Employee or Eligible Director, the Employer shall mean the entity which employs
such person or upon whose board of directors such person serves.
SECTION 2.16 EXCHANGE ACT means the Securities and Exchange
Act of 1934, as amended.
SECTION 2.17 OTS REGULATIONS means the regulations issued by
the Office of Thrift Supervision and applicable to the Plan, the Association or
the Company.
SECTION 2.18 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
<PAGE>
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SECTION 2.19 PLAN means the Home Bancorp of Elgin, Inc. 1997
Recognition and Retention Plan as amended from time to time.
SECTION 2.20 RETIREMENT means retirement at the normal or
early retirement date as set forth in any tax-qualified retirement plan of the
Association.
SECTION 2.21 SHARE means a share of common stock of Home
Bancorp of Elgin, Inc., par value $.01 per share.
SECTION 2.22 TRUST means the legal relationship created by the
Trust Agreement pursuant to which the Trustee holds the Trust Fund in trust. The
Trust may be referred to as the "Recognition and Retention Plan Trust of Home
Bancorp of Elgin, Inc."
SECTION 2.23 TRUST AGREEMENT means the agreement between Home
Bancorp of Elgin, Inc. and the Trustee therein named or its successor pursuant
to which the Trust Fund shall be held in trust.
SECTION 2.24 TRUST FUND means the corpus (consisting of
contributions paid over to the Trustee, and investments thereof), and all
earnings, appreciations or additions thereof and thereto, held by the Trustee
under the Trust Agreement in accordance with the Plan, less any depreciation
thereof and any payments made therefrom pursuant to the Plan.
SECTION 2.25 TRUSTEE means the Trustee of the Trust Fund from
time to time in office. The Trustee shall serve as Trustee until it is removed
or resigns from office and is replaced by a successor Trustee or Trustees
appointed by the Company.
ARTICLE III
SHARES AVAILABLE UNDER PLAN
SECTION 3.1 SHARES AVAILABLE UNDER PLAN.
The maximum number of Shares under the Plan shall be 280,370.
An aggregate maximum of 84,108 Shares may be granted to Eligible Directors, with
a maximum of 14,018 granted to any one Eligible Director.
<PAGE>
-5-
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE.
The Plan shall be administered by the members of the
Compensation Committee of the Company who are Disinterested Board Members. If
the Committee consists of fewer than two Disinterested Board Members, then the
Board shall appoint to the Committee such additional Disinterested Board Members
as shall be necessary to provide for a Committee consisting of at least two
Disinterested Board Members.
SECTION 4.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the Secretary of the Committee and one member of the Committee, by two
members of the Committee or by a representative of the Committee authorized to
sign the same in its behalf.
SECTION 4.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed by the Board, the Committee shall be responsible
for the overall management and administration of the Plan and shall have such
authority as shall be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for Awards
under the Plan, the amount of Shares, if any, to be granted pursuant to
an Award, and the terms and conditions of such Award;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
<PAGE>
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ARTICLE V
THE TRUST FUND
SECTION 5.1 CONTRIBUTIONS.
The Company shall contribute, or cause to be contributed, to
the Trust, from time to time, such amounts of money or property as shall be
determined by the Board, in its discretion. No contributions by Eligible
Directors or Eligible Employees shall be permitted.
SECTION 5.2 THE TRUST FUND.
The Trust Fund shall be held and invested under the Trust
Agreement with the Trustee. The provisions of the Trust Agreement shall include
provisions conferring powers on the Trustee as to investment, control and
disbursement of the Trust Fund, and such other provi sions not inconsistent with
the Plan as may be prescribed by or under the authority of the Board. No bond or
security shall be required of any Trustee at any time in office.
SECTION 5.3 INVESTMENTS.
The Trustee shall invest the Trust Fund in Shares and in such
other investments as may be permitted under the Trust Agreement, in such
proportions as shall be determined by the Committee; PROVIDED, HOWEVER, that in
no event shall the Trust Fund be used to purchase more than 280,370 Shares.
Notwithstanding the immediately preceding sentence, the Trust Agreement may
authorize the Trustee temporarily to invest the Trust Fund in deposit accounts
and short-term obligations of, any private or governmental entity, or in any
regulated investment company, common trust fund or other pooled investment fund,
whether or not sponsored or managed by the Trustee or an affiliate thereof, the
investments of which consist primarily of such deposit accounts and obligations,
or the Trustee may retain the Trust Fund uninvested or may sell assets of the
Trust Fund to provide amounts required for purposes of the Plan.
ARTICLE VI
AWARDS
SECTION 6.1 AWARDS TO ELIGIBLE DIRECTORS.
On the Effective Date, each Person who is then an Eligible
Director shall be granted an Award of 14,018 Shares.
<PAGE>
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SECTION 6.2 AWARDS TO ELIGIBLE EMPLOYEES.
Subject to section 6.8 and such limitations as the Board may
from time to time impose, the number of Shares as to which an Eligible Employee
may be granted an Award shall be determined by the Committee in its discretion;
PROVIDED HOWEVER, that in no event shall the number of Shares allocated to an
Eligible Employee in an Award exceed the number of Shares then held in the Trust
and not allocated in connection with other Awards.
SECTION 6.3 AWARDS IN GENERAL.
Any Award shall be evidenced by a written notice issued by the
Committee to the Eligible Director or Eligible Employee, which notice shall:
(a) specify the number of Shares covered by the Award;
(b) specify the Award Date;
(c) specify the dates on which such Shares shall become
available for distribution to the Eligible Director or Eligible
Employee, in accordance with sec tions 7.1 and 7.2; and
(d) contain such other terms and conditions not inconsistent
with the Plan as the Board may, in its discretion, prescribe.
SECTION 6.4 SHARE ALLOCATIONS.
Upon the grant of an Award to an Eligible Director or Eligible
Employee, the Committee shall notify the Trustee of the Award and of the number
of Shares subject to the Award. Thereafter, until such time as the Shares
subject to such Award become vested or are forfeited, the books and records of
the Trustee shall reflect that such number of Shares are being held for the
benefit of the Award recipient.
SECTION 6.5 DIVIDEND RIGHTS.
(a) Any cash dividends or distributions declared and paid with
respect to Shares in the Trust Fund that are, as of the record date for such
dividend, allocated to an Eligible Director or Eligible Employee in connection
with an Award shall be held in the Trust Fund and distributed to such Eligible
Director or Eligible Employee (with any earnings attributable thereto) at the
same time as the related Shares; PROVIDED, HOWEVER, effective as of September
27, 1997, any such dividends or distributions declared and paid shall be
promptly distributed to such Eligible Director or Eligible Employee. Any cash
dividends declared and paid with respect to Shares that are not, as of the
record date for such dividend, allocated to any Eligible Director or Eligible
Employee in connection with any Award shall, at the direction of the Committee,
be held in the Trust or used to pay the administrative expenses of the Plan,
including any compensation due to the Trustee.
<PAGE>
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(b) Any dividends or distributions declared and paid with
respect to Shares in property other than cash shall be held in the Trust Fund.
If, as of the record date for such dividend or distribution, the Shares with
respect to which it is paid are allocated to an Eligible Director or Eligible
Employee in connection with an Award, the property so distributed shall be
similarly allocated such Eligible Director or Eligible Employee in connection
with such Award and shall be held for distribution or forfeiture in accordance
with the terms and conditions of the Award.
SECTION 6.6 VOTING RIGHTS.
(a) Each Eligible Director or Eligible Employee to whom an
Award has been made that is not fully vested shall have the right to direct the
manner in which all voting rights appurtenant to the Shares related to such
Award will be exercised while such Shares are held in the Trust Fund. Such a
direction shall be given by completing and filing, with the inspector of
elections, the Trustee or such other person who shall be independent of the
Company as the Committee shall designate in the direction, a written direction
in the form and manner prescribed by the Committee. If no such direction is
given by an Eligible Director or Eligible Employee, then the voting rights
appurtenant to the Shares allocated to him shall not be exercised.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all voting rights appurtenant to such
Shares shall be exercised by the Trustee in such manner as the Committee shall
direct to reflect the voting directions given by Eligible Director or Eligible
Employees with respect to Shares allocated in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Director or Eligible Employee, all annual reports, proxy materials
and other information furnished by Home Bancorp of Elgin, Inc., or by any proxy
solicitor, to the holders of Shares.
SECTION 6.7 TENDER OFFERS.
(a) Each Eligible Director or Eligible Employee to whom an
Award has been made that is not fully vested shall have the right to direct,
with respect to the Shares related to such Award, the manner of response to any
tender offer, exchange offer or other offer made to the holders of Shares. Such
a direction shall be given by completing and filing, with the inspector of
elections, the Trustee or such other person who shall be independent of the
Company as the Committee shall designate in the direction, a written direction
in the form and manner prescribed by the Committee. If no such direction is
given by an Eligible Director or Eligible Employee, then the Shares shall not be
tendered or exchanged.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all responses to tender, exchange and
other offers appurtenant to such Shares shall be given by the Trustee in such
manner as the Committee shall direct to reflect the responses given by Eligible
Director or Eligible Employees with respect to Shares allocated in connection
with their Awards.
<PAGE>
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(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Director or Eligible Employee, all information furnished by the
offeror to the holders of Shares.
SECTION 6.8 LIMITATIONS ON AWARDS.
(a) Notwithstanding anything in the Plan to the contrary:
(i) No Award shall be granted under the Plan prior to the
earlier of the date on which the Plan is approved by shareholders
pursuant to section 9.8 or September 26, 1997;
(ii) No Eligible Employee may be granted Awards covering in
excess of 70,092 Shares;
(iii) each Award shall become vested and distributable as
follows:
(A) prior to the May 1 following the first
anniversary of the date on which the Plan is approved by
shareholders pursuant to section 9.8, the Award shall not be
vested;
(B) on the May 1 following the first anniversary of
the date on which the Plan is approved by shareholders
pursuant to section 9.8, the Award will be vested as to twenty
percent (20%) of the Shares subject to the Award when granted;
(C) on the May 1 following the second anniversary of
the date on which the Award is granted, the Award will be
vested as to an additional twenty percent (20%) of the Shares
subject to the Award when granted;
(D) on the May 1 following the third anniversary of
the date on which the Plan is approved by shareholders
pursuant to section 9.8, the Award will be vested as to an
additional twenty percent (20%) of the Shares subject to the
Award when granted;
(E) on the May 1 following the fourth anniversary of
the date on which the Plan is approved by shareholders
pursuant to section 9.8, the Award will be vested as to an
additional twenty percent (20%) of the Shares subject to the
Award when granted; and
(F) on the May 1 following the fifth anniversary of
the date on which the Plan is approved by shareholders
pursuant to section 9.8, the Award will be vested as to an
additional twenty percent (20%) of the Shares subject to the
Award when granted;
PROVIDED, HOWEVER, that such an Award shall become fully vested on the
date of the Award holder's death, Disability, or Retirement or upon the
date of a Change of
<PAGE>
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Control; AND PROVIDED, FURTHER, that the Committee, in its discretion,
may establish a different vesting schedule in a particular case or as a
matter or policy.
(b) An Award by its terms shall not be transferable by the
Eligible Director or Eligible Employee other than by will or by the laws of
descent and distribution, and the Shares granted pursuant to such Award shall be
distributable, during the lifetime of the Recipient, only to the Recipient.
ARTICLE VII
VESTING AND DISTRIBUTION OF SHARES
SECTION 7.1 VESTING OF SHARES GRANTED TO ELIGIBLE
DIRECTORS.
The Shares subject to each Award granted to Eligible Directors
under the Plan shall become vested as follows: (i) twenty percent (20%) of such
Shares shall become vested upon the May 1 following the first anniversary of the
date the Plan is approved by shareholders pursuant to section 9.8; (ii) 20% of
such Shares shall become vested upon the May 1 following the second anniversary
of the date the Plan is approved by shareholders pursuant to section 9.8; (iii)
20% of such Shares shall become vested upon the May 1 following the third
anniversary of the date the Plan is approved by shareholders pursuant to section
9.8; (iv) 20% of such Shares shall become vested upon the May 1 following the
fourth anniversary of the date the Plan is approved by shareholders pursuant to
section 9.8; and (v) 20% of such Shares shall become vested upon the May 1
following the fifth anniversary of the date the Plan is approved by shareholders
pursuant to section 9.8; PROVIDED, HOWEVER, that the Eligible Director has
remained on the services of an Employer during the entire period commencing with
the date the Plan is approved by shareholders pursuant to section 9.8 and ending
on the applicable anniversary of the date of shareholder approval; AND PROVIDED,
FURTHER, that such an Award shall become 100% vested on the date of the Award
holder's death, Disability, or Retirement or upon the date of a Change of
Control; AND PROVIDED, FURTHER, that to the extent not inconsistent with section
563b.3(g)(4) of the OTS Regulations, all Awards granted under section 6.1 shall
not be subject to the foregoing provisions of section 7.1, but shall be vested
and distributable on the date of grant.
SECTION 7.2 VESTING OF SHARES GRANTED TO ELIGIBLE
EMPLOYEES.
Subject to section 6.8 and the terms and conditions of the
Plan, each Award to an Eligible Employee made under the Plan shall become vested
at the times and upon the conditions specified by the Committee in the Award
notice; PROVIDED, HOWEVER, that such an Award shall become fully vested on the
date of the Award holder's death, Disability, or Retirement or upon the date of
a Change of Control; AND PROVIDED, FURTHER, that the Committee, in its
discretion, may establish a different vesting schedule in a particular case or
as a matter or policy.
<PAGE>
-11-
SECTION 7.3 DESIGNATION OF BENEFICIARY.
An Eligible Director or Eligible Employee who has received an
Award may designate a Beneficiary to receive any undistributed Shares that are,
or become, available for distribution on, or after, the date of his death. Such
designation (and any change or revocation of such designation) shall be made in
writing in the form and manner prescribed by the Com mittee. In the event that
the Beneficiary designated by an Eligible Director or Eligible Employee dies
prior to the Eligible Director or Eligible Employee, or in the event that no
Beneficiary has been designated, any undistributed Shares that are, or become,
available for distribution on, or after, the Eligible Director's or Eligible
Employee's death shall be paid to the executor or administrator of the Eligible
Director's or Eligible Employee's estate, or if no such executor or
administrator is appointed within such time as the Committee, in its sole
discretion, shall deem reasonable, to such one or more of the spouse and
descendants and blood relatives of such de ceased person as the Committee may
select.
SECTION 7.4 MANNER OF DISTRIBUTION.
(a) As soon as practicable following the date any Shares
granted pursuant to an Award become vested pursuant to sections 7.1 and 7.2, the
Committee shall take such actions as are necessary to cause the transfer of
record ownership of the Shares that have become vested from the Trustee to the
Award holder and shall cause the Trustee to distribute to the Award holder all
property other than Shares then being held in connection with the Shares being
distributed.
(b) The Company's obligation to deliver Shares with respect to
an Award shall, if the Committee so requests, be conditioned upon the receipt of
a representation as to the in vestment intention of the Eligible Director or
Eligible Employee or Beneficiary to whom such Shares are to be delivered, in
such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It may be
pro vided that any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other event eliminating
the necessity of such representation. The Company shall not be required to
deliver any Shares under the Plan prior to (i) the admission of such Shares to
listing on any stock exchange on which Shares may then be listed, or (ii) the
completion of such registration or other qualification under any state or
federal law, rule or regulation as the Committee shall determine to be necessary
or advisable.
SECTION 7.5 TAXES.
The Company, the Committee or the Trustee shall have the right
to require any person entitled to receive Shares pursuant to an Award to pay the
amount of any tax which is required to be withheld with respect to such Shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of Shares to cover the amount required to be withheld.
<PAGE>
-12-
ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time by giving written notice of such suspension or termination to
the Committee; PROVIDED, HOWEVER, that the Plan may not be terminated while
there are outstanding Awards that may thereafter become vested. Upon the
termination of the Plan, the Trustee shall make distributions from the Trust
Fund in such amounts and to such persons as the Committee may direct and shall
return the remaining assets of the Trust Fund, if any, to Home Bancorp of Elgin,
Inc.
SECTION 8.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time.
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change of Control) in
which Home Bancorp of Elgin, Inc. is the surviving entity, and in the event of
any stock split, stock dividend or other event generally affecting the number of
Shares held by each person who is then a holder of record of Shares, the number
of Shares held in the Trust Fund, including Shares covered by Awards, shall be
adjusted to account for such event. Such adjustment shall be effected by
multiplying such number of Shares by an amount equal to the number of Shares
that would be owned after such event by a person who, immediately prior to such
event, was the holder of record of one Share; provided, however, that the
Committee may, in its discretion, establish another appropriate method of
adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change of Control) in
which Home Bancorp of Elgin, Inc. is not the surviving entity, the Trustee shall
hold in the Trust Fund any money, stock, securities or other property received
by holders of record of Shares in connection with such merger, consolidation, or
other business reorganization. Any Award with respect to which Shares had been
allocated to an Eligible Director or Eligible Employee shall be adjusted by
allocating to the Eligible Director or Eligible Employee receiving such Award
the amount of money, stock, securities or other property received by the Trustee
for the Shares allocated to such Eligible Director or Eligible Employee.
(c) Nothing in this section 8.3 shall be deemed to change the
otherwise applicable vesting schedule for any Eligible Director or Eligible
Employee.
<PAGE>
-13-
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Director or Eligible
Employee any right to a continuation of employment by the Company. The Employers
reserve the right to dismiss any Eligible Director or Eligible Employee or
otherwise deal with any Eligible Director or Eligible Employee to the same
extent as though the Plan had not been adopted.
SECTION 9.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 9.4 GOVERNING LAW.
The Plan shall be construed and enforced in accordance with
the laws of the State of Illinois without giving effect to the conflict of laws
principles thereof, except to the extent that such laws are preempted by the
federal laws of the United States of America. The Plan shall be construed to
comply with applicable OTS Regulations.
SECTION 9.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
<PAGE>
-14-
SECTION 9.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a qualified domestic relations order as
defined in section 414(p) of the Code.
SECTION 9.7 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is personally delivered or 5 days after mailing if mailed,
postage prepaid, by registered or certified mail, return receipt requested,
addressed to such party at the address listed below, or at such other address as
one such party may by written notice specify to the other:
(a) If to the Compensation Committee:
Home Bancorp of Elgin, Inc.
16 North Spring Street
Elgin, Illinois 60010
Attention: CORPORATE SECRETARY
(b) If to an Eligible Director or Eligible Employee, to the
Eligible Director's or Eligible Employee's address as
shown in the Employer's records.
SECTION 9.8 APPROVAL OF SHAREHOLDERS.
The Plan shall not be effective or implemented prior to the
first year anniversary of the conversion of Home Federal Savings and Loan
Association to stock form unless approved by the holders of a majority of the
total votes eligible to be cast at any duly called annual or special meeting of
the Company, in which case the Plan shall be effective as of the later of (a)
March 26, 1997 or (b) the date of such approval. If not effective prior to such
one year anniversary, the Plan shall be effective on such later date as is
specified by the Board.
EXHIBIT 4.3
-----------
OFFICERS AND EMPLOYEES
----------------------
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
____________________________________________ _____ - ____ -_____
NAME OF OPTION RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
______________________________ ____________________ _______________________
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the Home Bancorp of Elgin, Inc. 1997
Stock Option Plan. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general terms and
conditions.
<TABLE>
<CAPTION>
========================================================================================================================
Option Grant (A) (B) (C) (D) (E)
========================================================================================================================
<S> <C> <C> <C> <C> <C>
Grant Date:
- ------------------------------------------------------------------------------------------------------------------------
Class of Optioned Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ------------------------------------------------------------------------------------------------------------------------
Option Type (ISO or NQSO)
- ------------------------------------------------------------------------------------------------------------------------
VESTING
- ------------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ------------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
========================================================================================================================
*Subject to adjustment as provided in the Plan and the General Terms and Conditions.
</TABLE>
By signing where indicated below, Home Bancorp of Elgin, Inc. (the "Company")
grants this Stock Option with respect to the shares of its common stock, par
value $0.01 per share ("Common Stock"), identified above, upon the specified
terms and conditions, and the Option Recipient acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound
by the terms and conditions set forth herein.
HOME BANCORP OF ELGIN, INC. OPTION RECIPIENT
By_____________________________________________ ______________________________
NAME: LEIGH C. O'CONNOR NAME OF RECIPIENT
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A - OFFICERS AND EMPLOYEES
----------------------------------
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. If the Option is designated
as an ISO, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue Code of
1986 ("Code"). If the Option or any part of the Option does not qualify as an
"incentive stock option" under the Plan or the Code, the Option or the part not
qualifying shall be treated as a Non-Qualified Stock Option under the Code.
SECTION 2. OPTION PERIOD. (a) You shall have the right to
purchase all or any portion of the optioned Common Stock at any time during the
period ("Option Period") commencing on the Earliest Exercise Date and ending on
the earliest to occur of the following dates:
(i) the close of business on the last day of the
3-month period commencing on the date of the termination of
all employment with the Company and the Home Federal Savings
and Loan Association of Elgin; provided, however, that if such
termination is on account of death, disability or retirement,
such date shall be the last day of the 1-year period
commencing on such termination;
(ii) the date of Termination for Cause; or
(iii) the Option Expiration Date.
(b) If the Option is designated as an ISO, the favorable tax
treatment applicable to incentive stock options may not apply if it is
exercisable more than three months after your termination of employment for
reasons other than total and permanent disability (within this meaning of
section 22(e)(3) of the Code) or more than one year after your termination of
employment due to total and permanent disability.
(c) Upon the termination of the your service with the Company,
any Option granted hereunder whose Earliest Exercise Date has not occurred is
deemed forfeited. In the event your termination results from your death or
disability (as defined in the Plan), the date of your termination shall be the
Earliest Exercise Date for any options that are not already exercisable. To the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after September 26, 1997, in the event of your retirement (as
defined in the Plan) or a change in control (as defined in the Plan), the date
of such retirement or change in control shall be the Earliest Exercise Date of
any Options that are not already exercisable.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, you shall have the right to purchase all
or any portion of the optioned Common Stock at the Exercise Price per share.
<PAGE>
SECTION 4. METHOD OF EXERCISE. You may, at any time during the
Option Period provided by section 2, exercise your right to purchase all or any
part of the optioned Common Stock then available for purchase; provided,
however, that the minimum number of shares of optioned Common Stock which may be
purchased shall be one hundred (100) or, if less, the total number of shares of
optioned Common Stock then available for purchase. You may exercise such right
by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Home Bancorp of Elgin, Inc., (ii) in shares of Common Stock duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by you and having a fair market value equal to the Exercise Price, such
fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a combination of
(i) and (ii). If this Option is designated as an ISO, you shall not, without the
prior written approval of the Committee, dispose of shares of Common Stock
acquired pursuant to the exercise of an "Incentive Stock Option" until after the
later of (i) the second anniversary of the date on which the Incentive Stock
Option was granted, or (ii) the first anniversary of the date on which the
Incentive Stock Option was exercisable.
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which you have satisfied the
requirements of section 4, the Committee shall take such action as is necessary
to cause the Company to issue a stock certificate evidencing your ownership of
the optioned Common Stock that has been purchased. You shall have no right to
vote or to receive dividends, nor have any other rights with respect to optioned
Common Stock, prior to the date as of which such optioned Common Stock is
transferred to you on the stock transfer records of the Company, and no adjust
ments shall be made for any dividends or other rights for which the record date
is prior to the date as of which such transfer is effected. The obligation of
the Company to deliver Common Stock under this Agreement shall, if the Committee
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the person to whom such Common Stock is to be delivered,
in such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Common Stock or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the option granted hereunder and the Exercise Price per
share of such option shall be adjusted in accordance with section 8.3 of the
Plan to account for such event. In the event of any merger,
<PAGE>
consolidation, or other business reorganization in which the Company is not the
surviving entity, any exercisable option granted hereunder shall be cancelled or
adjusted in accordance with the Plan. In the event that the Company shall
declare and pay any dividend with respect to shares of Common Stock (other than
a dividend payable in shares of Common Stock) which results in a nontaxable
return of capital to the holders of shares of Common Stock for federal income
tax purposes, or otherwise than by dividend makes distribution of property to
the holders of its shares of Common Stock, at the election of the Committee, the
Company shall either (i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution in
accordance with section 8.3 of the Plan or (ii) adjust the Exercise Price per
share of outstanding Options in such a manner as the Committee may determine to
be necessary to reflect the effect of the dividend or distribution, or (iii)
take any other action described in section 8.3(c) of the Plan. Actions taken
under section 8.3(c) of the Plan are subject to the approval of the Office of
Thrift Supervision unless approval of section 8.3(c) of the Plan is obtained by
the stockholders of the Company after September 26, 1997.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon you any right to a
continuation of service by the Company or the Home Federal Savings and Loan
Association of Elgin. You may be dismissed or otherwise dealt with as though
this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Home Bancorp of Elgin, Inc.
c/o Home Federal Savings and Loan Association of Elgin
16 North Spring Street
Elgin, Illinois 60120
Attention: Corporate Secretary
(b) If to you, to your address as shown in the Company's
personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a
<PAGE>
Beneficiary who may exercise your Options following your death, complete the
attached Appendix B and file it with the Corporate Secretary of Home Bancorp of
Elgin, Inc.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and you and your
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of Illinois without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Company and
you.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
you acknowledge receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
- --------------------------------------------------------------------------------
USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE HOME BANCORP OF ELGIN,
INC. 1997 STOCK OPTION PLAN("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO
PURCHASE SHARES OF COMMON STOCK ("SHARES") OF HOME BANCORP OF ELGIN, INC. (THE
"COMPANY") PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE
NOT THE PERSON TO WHOM THE OPTION WAS GRANTED ("OPTION RECIPIENT"), YOU MUST
ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER
THE STOCK OPTION AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE OPTION
RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: HOME BANCORP OF ELGIN, INC., C/O
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION OF ELGIN, 16 NORTH SPRING STREET,
ELGIN, ILLINOIS 60120 ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE
EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE
THIS NOTICE IS RECEIVED BY THE COMPANY, BUT IN NO EVENT MORE THAN THREE DAYS
AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE
CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM
UNDER THE PLAN. THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE
PLAN AND THE AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION
AGREEMENT.
NAME OF OPTION RECIPIENT: ___________________________________________
OPTION GRANT DATE: ________________, _______ EXERCISE PRICE PER SHARE: $____.__
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF
PAYMENT.
TOTAL EXERCISE PRICE _______________ x $________.______ = $______________
(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
/ / I enclose a certified check, money order, or bank draft
payable to the order of Home Bancorp of Elgin, Inc.
in the amount of $______________
/ / I enclose Shares duly endorsed for transfer to the
Company with all stamps attached and having a fair
market value of $______________
Total Exercise Price $______________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares
purchased pursuant to section 2 above be issued to the following
person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
_________________________________ _____-____-_______ _____________________
_________________________________
_________________________________ _____-____-_______ _____________________
_________________________________
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY. BENEFICIARIES AND OUTSIDE DIRECTORS SHOULD
NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and
local taxes required to be withheld with respect to the Shares to
issued to me pursuant to this Notice, but that I may request the
Company to retain or sell a sufficient number of such Shares to cover
the amo be withheld. I hereby request that any taxes required to be
withheld be paid in the following manner [check one]:
/ / With a certified or bank check that I will deliver to the
Committee on the day after the Effective Date of my
Option exercise.
/ / With the proceeds from a sale of Shares that would otherwise
be distributed to me.
/ / Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form
are not binding on the Committee, and that the Committee will decide
the amount to be withheld and the method of withholding and advise me
of its decision prior to the Effective Date. I further understand that
the Committee may request additional information or assurances
regarding the manner and time at which I will report the income
attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to
satisfy tax withholding, I may be asked to pay a minimal amount of such
taxes in cash in order to avoid the sale of more Shares than are
necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax
and legal counsel (and not the Company) regarding the
application of all laws -- particularly tax and securities laws
-- to the transactions to be effected pursuant to my Option and
this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the
sale (including a sale pursuant to a "cashless exercise") or
other disposition of Shares issued pursuant to this Notice and
that I must consult with my own tax advisor regarding how and
when such income will be reportable.
_______________________________________ __________________
S H Signature Date
I E
G R ________________________________________________________________
N E Address
- --------------------------------------------------------------------------------
INTERNAL USE ONLY
- --------------------------------------------------------------------------------
CORPORATE SECRETARY
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked
______________________
DATE OF POST MARK
By____________________________________________ ______________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX B TO STOCK OPTION AGREEMENT
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
- --------------------------------------------------------------------------------
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE
OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR DEATH.
NAME OF PERSON
MAKING DESIGNATION_____________________ SOCIAL SECURITY NUMBER ____--____--____
BENEFICIARY
DESIGNATION COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED,
EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL
HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES
YOU, THE SHARES OF EACH REMAINING BENEFICIARY IN THE SAME CLASS
(PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death as to all outstanding
Options.
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Corporate Secretary of Home Bancorp of Elgin, Inc. prior to my
death, and that it is subject to all of the terms and conditions
of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all
outstanding Options.
_______________________________________ __________________
S H Your Signature Date
I E
G R
N E
- --------------------------------------------------------------------------------
INTERNAL USE ONLY
- --------------------------------------------------------------------------------
This Beneficiary Designation was Comments
received by the Corporate Secretary of
Home Bancorp of Elgin, Inc. on the date
indicated.
By______________________ _______________
AUTHORIZED SIGNATURE DATE
- --------------------------------------------------------------------------------
EXHIBIT 4.4
-----------
OUTSIDE DIRECTORS
-----------------
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
- -
- ---------------------------------------------------- ------ ---------- ------
NAME OF OPTION RECIPIENT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set forth the terms and
conditions on which a Non-Qualified Stock Option has been granted under the Home
Bancorp of Elgin, Inc. 1997 Stock Option Plan. Set forth below are the specific
terms and conditions applicable to this Non-Qualified Stock Option.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
==================================================================================================================
Option Grant (A) (B) (C) (D) (E)
==================================================================================================================
<CAPTION>
Grant Date:
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Optioned Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------
No. of Optioned Shares*
- ------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share*
- ------------------------------------------------------------------------------------------------------------------
VESTING
- ------------------------------------------------------------------------------------------------------------------
Earliest Exercise Date*
- ------------------------------------------------------------------------------------------------------------------
Option Expiration Date*
==================================================================================================================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Home Bancorp of Elgin, Inc. (the "Company")
grants this Non-Qualified Stock Option with respect to the shares of its common
stock, par value $0.01 per share ("Common Stock"), identified above, upon the
specified terms and conditions, and the Option Recipient acknowledges receipt of
this Non-Qualified Stock Option Agreement, including Exhibit A, and agrees to
observe and be bound by the terms and conditions set forth herein.
HOME BANCORP OF ELGIN, INC. OPTION RECIPIENT
By ------------------------------------------ ------------------------------
NAME: GEORGE L. PERUCCO NAME OF RECIPIENT
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
- --------------------------------------------------------------------------------
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A - OUTSIDE DIRECTORS
-----------------------------
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. The Company does not intend
the Option evidenced hereby to be an "incentive stock option" within the meaning
of section 422 of the Internal Revenue Code of 1986 ("Code"). This Option shall
be treated for all purposes as a Non-Qualified Stock Option under the Code.
SECTION 2. OPTION PERIOD. (a) You shall have the right to
purchase all or any portion of the optioned Common Stock at any time during the
period ("Option Period") commencing on the Earliest Exercise Date and ending on
the earlier to occur of the following dates:
(i) the date of your "removal for cause"
determined in accordance with the Company's By-Laws; or
(ii) the last day of the ten-year period
commencing on the date on which the Option was granted.
(b) Upon the termination of your service with the Company, any
Option granted hereunder whose Earliest Exercise Date has not occurred is deemed
forfeited. In the event your termination of service results from death or
disability (as defined in the Plan), the date of termination will be the
Earliest Exercise Date for any Option that is not already exercisable. To the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after September 26, 1997, in the event of your retirement (as
defined in the Plan) or a change in control (as defined in the Plan), the date
of your retirement or the change in control shall be the Earliest Exercise Date
for any Options that are not already exercisable.
SECTION 3. EXERCISE PRICE. During the Option Period, you shall
have the right to purchase all or any portion of the optioned Common Stock at
the Exercise Price per share.
SECTION 4. METHOD OF EXERCISE. You may, at any time during the
Option Period, exercise your right to purchase all or any part of the optioned
Common Stock then available for purchase; PROVIDED, HOWEVER, that the minimum
number of shares of optioned Common Stock which may be purchased shall be one
hundred (100) or, if less, the total number of shares of optioned Common Stock
then available for purchase. You may exercise your right by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the
Exercise Price for the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Home Bancorp of Elgin, Inc., (ii) in shares of Common Stock duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by the you and having a fair market value equal to the Exercise Price,
such fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a combination of
(i) and (ii).
<PAGE>
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as practicable following the date on which the you have satisfied the
requirements of section 4, the Committee shall take such action as is necessary
to cause the Company to issue a stock certificate evidencing your ownership of
the optioned Common Stock that has been purchased. You shall have no right to
vote or to receive dividends, or any other rights with respect to optioned
Common Stock, prior to the date as of which such optioned Common Stock is
transferred to you on the stock transfer records of the Company, and no adjust
ments shall be made for any dividends or other rights for which the record date
is prior to the date as of which such transfer is effected. The obligation of
the Company to deliver Common Stock under this Agreement shall, if the Committee
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the person to whom such Common Stock is to be delivered,
in such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Common Stock or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the Option granted hereunder and the Exercise Price per
share of such Option shall be adjusted in accordance with section 8.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
any exercisable option granted hereunder shall be canceled or adjusted in
accordance with the Plan. In the event that the Company shall declare and pay
any dividend with respect to shares of Common Stock (other than a dividend
payable in shares of Common Stock) which results in a nontaxable return of
capital to the holders of shares of Common Stock for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its shares of Common Stock, at the election of the Committee, the
Company shall either (I) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution in
accordance with section 8.3(c) of the Plan or (ii) adjust the Exercise Price per
share of outstanding Options in accordance with section 8.3(c) of the Plan in
such a manner as the Committee may determine to be necessary to reflect the
effect of the dividend or distribution, or (iii) take any other action described
in section 8.3(c) of the Plan. Actions taken under section 8.3(c) of the Plan
are subject to the approval of the Office of Thrift Supervision unless approval
of section 8.3(c) of the Plan is obtained by the stockholders of the Company
after September 26, 1997.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon you any right to a
continuation of service by the Company. You may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days
<PAGE>
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Home Bancorp of Elgin, Inc.
c/o Home Federal Savings and Loan Association of Elgin
16 North Spring Street
Elgin, Illinois 60120
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The Option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary who may exercise your Options
following your death, complete the attached Appendix B and file it with the
Corporate Secretary of Home Bancorp of Elgin, Inc.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and you and your
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of Illinois without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between the
Company and you.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
you are acknowledging receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
- --------------------------------------------------------------------------------
USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE HOME BANCORP OF ELGIN,
INC. 1997 STOCK OPTION PLAN("PLAN") THAT YOU ARE EXERCISING YOUR RIGHT TO
PURCHASE SHARES OF COMMON STOCK ("SHARES") OF HOME BANCORP OF ELGIN, INC. (THE
"COMPANY") PURSUANT TO AN OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE
NOT THE PERSON TO WHOM THE OPTION WAS GRANTED ("OPTION RECIPIENT"), YOU MUST
ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER
THE STOCK OPTION AGREEMENT ENTERED INTO BETWEEN THE COMPANY AND THE OPTION
RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: HOME BANCORP OF ELGIN, INC., C/O
HOME FEDERAL SAVINGS AND LOAN ASSOCIATION OF ELGIN, 16 NORTH SPRING STREET,
ELGIN, ILLINOIS 60120 ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE
EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE
THIS NOTICE IS RECEIVED BY THE COMPANY, BUT IN NO EVENT MORE THAN THREE DAYS
AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE
CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM
UNDER THE PLAN. THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE
PLAN AND THE AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION
AGREEMENT.
NAME OF OPTION RECIPIENT: ___________________________________________
OPTION GRANT DATE: ________________, _______ EXERCISE PRICE PER SHARE: $____.__
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF
PAYMENT.
TOTAL EXERCISE PRICE _______________ x $________.______ = $______________
(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
/ / I enclose a certified check, money order, or bank draft
payable to the order of Home Bancorp of Elgin, Inc.
in the amount of $______________
/ / I enclose Shares duly endorsed for transfer to the
Company with all stamps attached and having a fair
market value of $______________
Total Exercise Price $______________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares
purchased pursuant to section 2 above be issued to the following
person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
_________________________________ _____-____-_______ _____________________
_________________________________
_________________________________ _____-____-_______ _____________________
_________________________________
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY. BENEFICIARIES AND OUTSIDE DIRECTORS SHOULD
NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and
local taxes required to be withheld with respect to the Shares to
issued to me pursuant to this Notice, but that I may request the
Company to retain or sell a sufficient number of such Shares to cover
the amo be withheld. I hereby request that any taxes required to be
withheld be paid in the following manner [check one]:
/ / With a certified or bank check that I will deliver to the
Committee on the day after the Effective Date of my
Option exercise.
/ / With the proceeds from a sale of Shares that would otherwise
be distributed to me.
/ / Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form
are not binding on the Committee, and that the Committee will decide
the amount to be withheld and the method of withholding and advise me
of its decision prior to the Effective Date. I further understand that
the Committee may request additional information or assurances
regarding the manner and time at which I will report the income
attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to
satisfy tax withholding, I may be asked to pay a minimal amount of such
taxes in cash in order to avoid the sale of more Shares than are
necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax
and legal counsel (and not the Company) regarding the
application of all laws -- particularly tax and securities laws
-- to the transactions to be effected pursuant to my Option and
this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the
sale (including a sale pursuant to a "cashless exercise") or
other disposition of Shares issued pursuant to this Notice and
that I must consult with my own tax advisor regarding how and
when such income will be reportable.
_______________________________________ __________________
S H Signature Date
I E
G R ________________________________________________________________
N E Address
- --------------------------------------------------------------------------------
INTERNAL USE ONLY
- --------------------------------------------------------------------------------
CORPORATE SECRETARY
Received [CHECK ONE]: / / By Hand / / By Mail Post Marked
______________________
DATE OF POST MARK
By____________________________________________ ______________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
- --------------------------------------------------------------------------------
<PAGE>
APPENDIX B TO STOCK OPTION AGREEMENT
HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
- --------------------------------------------------------------------------------
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE
OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR DEATH.
NAME OF PERSON
MAKING DESIGNATION_____________________ SOCIAL SECURITY NUMBER ____--____--____
BENEFICIARY
DESIGNATION COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED,
EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL
HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES
YOU, THE SHARES OF EACH REMAINING BENEFICIARY IN THE SAME CLASS
(PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Option Plan to receive benefits only if
all of my primary Beneficiaries should predecease me, reserving the right to
change or revoke this designation at any time prior to my death as to all
outstanding Options.
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Corporate Secretary of Home Bancorp of Elgin, Inc. prior to my
death, and that it is subject to all of the terms and conditions
of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all
outstanding Options.
_______________________________________ __________________
S H Your Signature Date
I E
G R
N E
- --------------------------------------------------------------------------------
INTERNAL USE ONLY
- --------------------------------------------------------------------------------
This Beneficiary Designation was Comments
received by the Corporate Secretary of
Home Bancorp of Elgin, Inc. on the date
indicated.
By______________________ _______________
AUTHORIZED SIGNATURE DATE
- --------------------------------------------------------------------------------
EXHIBIT 4.5
-----------
OFFICERS AND EMPLOYEES
----------------------
HOME BANCORP OF ELGIN, INC.
1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
-----------------------------
____________________________________________ _____ - ____ -_____
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
______________________________ ____________________ _______________________
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the Home
Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan. Set forth below are
the specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
=======================================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
=======================================================================================================================
<S> <C> <C> <C> <C> <C>
Effective Date
- -----------------------------------------------------------------------------------------------------------------------
Class of Shares* Common Common Common Common Common
- -----------------------------------------------------------------------------------------------------------------------
No. of Awarded Shares*
- -----------------------------------------------------------------------------------------------------------------------
Vesting Date*
=======================================================================================================================
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.
</TABLE>
By signing where indicated below, Home Bancorp of Elgin, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
HOME BANCORP OF ELGIN, INC. AWARD RECIPIENT
By_____________________________________________ ______________________________
NAME: LEIGH C. O'CONNOR NAME OF RECIPIENT
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform terms
and conditions. Where Awarded Shares are awarded on the same date with varying
terms and conditions (for example, varying vesting dates), the awards should be
recorded as a series of grants each with its own uniform terms and conditions.
<PAGE>
EXHIBIT A - OFFICERS AND EMPLOYEES
----------------------------------
HOME BANCORP OF ELGIN, INC. 1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD
----------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $0.01 per share ("Shares") of Home Bancorp of Elgin, Inc. (the
"Company") covered by this Award ("Awarded Shares") are held in trust by Harris
Bank Barrington, N.A., the Trustee of the Plan, for your benefit until such time
as they are distributed to you or, if earlier, until you forfeit your rights to
the Awarded Shares.
SECTION 2. VESTING. In general the Awarded Shares shall become
vested and available for distribution to you at the dates set forth in the
Restricted Stock Award Notice. In the event that your service with the Company
terminates on account of your death or disability, then any Awarded Shares not
theretofore forfeited shall become immediately vested. In addition, to the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after September 26, 1997, in the event your service terminates due
to retirement (as defined in the Plan) or in the event a change of control (as
defined in the Plan) occurs, then any Awarded Shares not theretofore forfeited
shall become immediately vested.
SECTION 3. FORFEITURES. In the event that your service with
the Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have no
rights whatsoever with respect to the Awarded Shares forfeited.
SECTION 4. DIVIDENDS. Any cash or stock dividends declared and
paid with respect to Awarded Shares not forfeited shall be allocated to you, and
such dividends (and any earnings attributable to them) shall be held in the
Trust Fund and shall become vested under the same terms and conditions as the
Awarded Shares to which they pertain.
SECTION 5. VOTING RIGHTS. You shall have the exclusive right
to direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Committee, with such person
as the Committee shall designate, prior to the date of the meeting of holders of
Shares at which such voting rights will be exercised.
SECTION 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also be
distributed and shall be evidenced by such stock certificate. At the same time,
you will receive a cash distribution of any related cash dividends and earnings
thereon.
SECTION 7. REGISTRATION OF SHARES. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Committee so
requests, be conditioned upon the receipt of a
<PAGE>
representation as to the investment intention of you or your Beneficiary to whom
such Shares are to be delivered, in such form as the Committee shall determine
to be necessary or advisable to comply with the provisions of applicable
federal, state or local law. It may be provided that any such representation
shall become inoperative upon a registration of the Shares or upon the
occurrence of any other event eliminating the necessity of such representation.
The Company shall not be required to deliver any Shares under the Plan prior to
(a) the admission of such Shares to listing on any stock exchange on which
Shares may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulation as the
Committee shall determine to be necessary or advisable.
SECTION 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Award Notice nor any action of the Board or the Committee with respect to this
Award Notice shall be held or construed to confer upon you any right to a
continuation of service with the Company or any of its affiliates which employ
you. You may be dismissed or otherwise dealt with to the same extent as though
this Award had not been made.
SECTION 9. TAXES. The Company, the Committee or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu thereof,
to retain, or to sell without notice, a sufficient number of Awarded Shares to
cover the amount required to be withheld.
SECTION 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Committee:
Home Bancorp of Elgin, Inc.
c/o Home Federal Savings and Loan Association of Elgin
16 North Spring
Elgin, Illinois 60120
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
SECTION 11. NO ASSIGNMENT. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you during
your lifetime. To name a Beneficiary who may receive distribution of shares of
Common Stock available for distribution after your death, complete the attached
Appendix A and file it with the Corporate Secretary of Home Bancorp of Elgin,
Inc.
SECTION 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
SECTION 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or
<PAGE>
the neuter. Any reference to a section shall be a reference to a section of this
Award Notice, unless the context clearly indicates otherwise. Capitalized terms
not specifically defined herein shall have the meanings assigned to them under
the Plan.
SECTION 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of Illinois
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
SECTION 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between you and
the Company.
SECTION 16. PLAN PROVISIONS CONTROL. This Award Notice, and
the rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of the
Plan, which are incorporated herein by reference, shall control. By signing this
Award Notice, you acknowledge receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
HOME BANCORP OF ELGIN, INC. 1997 RECOGNITION AND RETENTION PLAN
BENEFICIARY DESIGNATION FORM
- --------------------------------------------------------------------------------
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO WILL RECEIVE
SHARES AVAILABLE FOR DISTRIBUTION AT THE TIME OF YOUR DEATH.
Name of
Award Recipient________________________ Social Security Number ____--____--____
BENEFICIARY
DESIGNATION COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED,
EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL
HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES
YOU, THE SHARES OF EACH REMAINING BENEFICIARY IN THE SAME CLASS
(PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death with respect to all
outstanding Awarded Shares:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Corporate Secretary of Home Bancorp of Elgin, Inc. prior to my
death, and that it is subject to all of the terms and conditions
of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all
outstanding Awarded Shares.
_______________________________________ __________________
S H Your Signature Date
I E
G R
N E
- --------------------------------------------------------------------------------
INTERNAL USE ONLY
- --------------------------------------------------------------------------------
This Beneficiary Designation was Comments
received by the Corporate Secretary of
Home Bancorp of Elgin, Inc. on the date
indicated.
By______________________ _______________
AUTHORIZED SIGNATURE DATE
- --------------------------------------------------------------------------------
EXHIBIT 4.6
-----------
OUTSIDE DIRECTORS
-----------------
HOME BANCORP OF ELGIN, INC.
1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
-----------------------------
- -
- ---------------------------------------------------- ------ ---------- ------
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
- --------------------------------------------------------------------------------
STREET ADDRESS
- -------------------- ------------------------------ ------------------------
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the Home
Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan. Set forth below are
the specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
==================================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E)
==================================================================================================================
<CAPTION>
Effective Date
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Class of Shares* Common Common Common Common Common
- ------------------------------------------------------------------------------------------------------------------
No. of Awarded Shares*
- ------------------------------------------------------------------------------------------------------------------
Vesting Date*
==================================================================================================================
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND CONDITIONS.
</TABLE>
By signing where indicated below, Home Bancorp of Elgin, Inc. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein.
HOME BANCORP OF ELGIN, INC. AWARD RECIPIENT
By ------------------------------------------ ------------------------------
NAME: GEORGE L. PERUCCO NAME OF RECIPIENT
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
- --------------------------------------------------------------------------------
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. A
Restricted Stock Award consists of a number of Awarded Shares with uniform terms
and conditions. Where Awarded Shares are awarded on the same date with varying
terms and conditions (for example, varying vesting dates), the awards should be
recorded as a series of grants each with its own uniform terms and conditions.
<PAGE>
EXHIBIT A - OUTSIDE DIRECTORS
-----------------------------
HOME BANCORP OF ELGIN, INC. 1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD
----------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $0.01 per share ("Shares") of Home Bancorp of Elgin, Inc. (the
"Company") covered by this Award ("Awarded Shares") are held in trust by Harris
Bank Barrington, N.A., the Trustee of the Plan, for your benefit until such time
as they are dis tributed to you or, if earlier, until you forfeit your rights to
the Awarded Shares.
SECTION 2. VESTING. In general the Awarded Shares shall become
vested and available for distribution to you at the dates set forth in the
Restricted Stock Award Notice. In the event that your service with the Company
terminates on account of your death or disability, then any Awarded Shares not
theretofore forfeited shall become immediately vested. In addition, to the
extent authorized pursuant to a Plan provision that is approved by the Company's
shareholders after September 26, 1997, in the event your service terminates due
to retirement (as defined in the Plan) or in the event a change of control (as
defined in the Plan) occurs, then any Awarded Shares not theretofore forfeited
shall become immediately vested.
SECTION 3. FORFEITURES. In the event that your service with
the Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have no
rights whatsoever with respect to the Awarded Shares forfeited.
SECTION 4. DIVIDENDS. Any cash or stock dividends declared and
paid with respect to Awarded Shares not forfeited shall be allocated to you, and
such dividends (and any earnings attributable to them) shall be held in the
Trust Fund and shall become vested under the same terms and conditions as the
Awarded Shares to which they pertain.
SECTION 5. VOTING RIGHTS. You shall have the exclusive right
to direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Committee, with such person
as the Committee shall designate, prior to the date of the meeting of holders of
Shares at which such voting rights will be exercised.
SECTION 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also be
distributed and shall be evidenced by such stock certificate. At the same time,
you will receive a cash distribution of any related cash dividends and earnings
thereon.
SECTION 7. REGISTRATION OF SHARES. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Committee so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. The Company shall not be
required to deliver any Shares under the Plan prior to (a) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, or
(b) the completion of such registration or other qualification under any state
or federal law, rule or regulation as the Committee shall determine to be
necessary or advisable.
SECTION 8. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Award Notice nor any action of the Board or the Committee with respect to this
Award Notice shall be held or construed to confer upon you any right to a
continuation of service with the Company or any of its affiliates which employ
you. You may be dismissed or otherwise dealt with to the same extent as though
this Award had not been made.
<PAGE>
SECTION 9. TAXES. The Company, the Committee or the Trustee
shall have the right to require you to pay the amount of any tax which is
required to be withheld with respect to the Awarded Shares, or, in lieu thereof,
to retain, or to sell without notice, a sufficient number of Awarded Shares to
cover the amount required to be withheld.
SECTION 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Committee:
Home Bancorp of Elgin, Inc.
c/o Home Federal Savings and Loan Association of Elgin
16 North Spring
Elgin, Illinois 60120
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
SECTION 11. NO ASSIGNMENT. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you during
your lifetime. To name a Beneficiary who may receive distribution of shares of
Common Stock available for distribution after your death, complete the attached
Appendix A and file it with the Corporate Secretary of Home Bancorp of Elgin,
Inc.
SECTION 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
SECTION 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the neuter.
Any reference to a section shall be a reference to a section of this Award
Notice, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of Illinois
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
SECTION 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between you and
the Company.
SECTION 16. PLAN PROVISIONS CONTROL. This Award Notice, and
the rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of the
Plan, which are incorporated herein by reference, shall control. By signing this
Award Notice, you acknowledge receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
HOME BANCORP OF ELGIN, INC. 1997 RECOGNITION AND RETENTION PLAN
BENEFICIARY DESIGNATION FORM
- --------------------------------------------------------------------------------
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE
OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR DEATH.
Name of
Award Recipient_______________________ Social Security Number ____--____--____
BENEFICIARY
DESIGNATION COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED,
EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL
HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES
YOU, THE SHARES OF EACH REMAINING BENEFICIARY IN THE SAME CLASS
(PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my
primary Beneficiary under the Plan, reserving the right to change or revoke this
designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death with respect to all
outstanding Awarded Shares.
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
____________________ ___________________ __________ __________ _______%
___________________
Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Corporate Secretary of Home Bancorp of Elgin, Inc. prior to my
death, and that it is subject to all of the terms and conditions
of the Plan. I also understand that an effective Beneficiary
designation revokes my prior designation(s) with respect to all
outstanding Awarded Shares.
_______________________________________ __________________
S H Your Signature Date
I E
G R
N E
- --------------------------------------------------------------------------------
INTERNAL USE ONLY
- --------------------------------------------------------------------------------
This Beneficiary Designation was Comments
received by the Corporate Secretary of
Home Bancorp of Elgin, Inc. on the date
indicated.
By______________________ _______________
AUTHORIZED SIGNATURE DATE
- --------------------------------------------------------------------------------
[LETTERHEAD OF THACHER PROFFITT & WOOD]
Writer's Direct Dial
(212) 912-7435
July 22, 1997
Home Bancorp of Elgin, Inc.
16 North Spring Street
Elgin, Illinois 60120-5569
Re: 1997 Stock Option And Recognition And Retention Plans
-----------------------------------------------------
Dear Sirs:
We have acted as counsel for Home Bancorp of Elgin, Inc., a
Delaware corporation ("Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 981,295 shares of its common stock,
par value $.01 per share ("Shares"), of which 700,925 Shares are authorized but
unissued Shares which have been reserved for issuance ("Original Issue Shares")
upon the exercise of options granted pursuant to the Home Bancorp of Elgin, Inc.
1997 Stock Option Plan ("Plan"). In rendering the opinion set forth below, we do
not express any opinion concerning law other than the federal law of the United
States and the corporate law of the State of Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the
Original Issue Shares which are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and
<PAGE>
Home Bancorp of Elgin, Inc.
July 22, 1997 Page 2.
paid for in accordance with the terms of the Plan, such Original Issue Shares
will be validly issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
laws).
This opinion is given solely for the benefit of the
Corporation and purchasers of Shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By: /s/ W. Edward Bright
------------------------
[Letterhead of KPMG Peat Marwick LLP]
The Board of Directors
Home Bancorp of Elgin, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Home Bancorp of Elgin, Inc. of our report dated January 24, 1997,
relating to the consolidated balance sheets of Home Bancorp of Elgin, Inc. and
subsidiaries as of December 31, 1996, and 1995, and the related consolidated
statements of earnings, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which report appears in
the December 31, 1996 annual report on Form 10-K of Home Bancorp of Elgin, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
July 22, 1997
