<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Pulaski Financial Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Pulaski Financial Corp.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
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(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
N/A
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
N/A
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
N/A
- --------------------------------------------------------------------------------
(3) Filing party:
N/A
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(4) Date filed:
N/A
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<PAGE>
December 16, 1999
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Pulaski Financial Corp. The meeting will be held at The St. Louis Art Museum,
1 Fine Arts Drive, Forest Park, Missouri (rear entrance) on Friday, January 21,
2000 at 2:00 p.m., local time.
The notice of annual meeting and proxy statement appearing on the
following pages describe the formal business to be transacted at the meeting.
During the meeting, we will also report on the operations of the Company.
Directors and officers of the Company, as well as a representative of Deloitte &
Touche LLP, the Company's independent auditors, will be present to respond to
appropriate questions of stockholders.
It is important that your shares are represented at this meeting,
whether or not you attend the meeting in person and regardless of the number of
shares you own. To make sure your shares are represented, we urge you to
complete and mail the enclosed proxy card. If you attend the meeting, you may
vote in person even if you have previously mailed a proxy card.
We look forward to seeing you at the meeting.
Sincerely,
/s/ William A. Donius
William A. Donius
Chairman of the Board,
President and Chief Executive Officer
<PAGE>
- --------------------------------------------------------------------------------
Pulaski Financial Corp.
12300 Olive Boulevard
St. Louis, Missouri 63141
(314) 878-2210
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On January 21, 2000
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Pulaski Financial Corp. (the "Company") will be held at The St. Louis Art
Museum, 1 Fine Arts Drive, Forest Park, Missouri (rear entrance), on Friday,
January 21, 2000, at 2:00 p.m., local time, for the following purposes:
1. To elect three directors to serve for a term of three years;
2. To consider and vote upon a proposal to approve the Pulaski
Financial Corp. 2000 Stock-Based Incentive Plan;
3. To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending September 30,
2000; and
4. To transact any other business that may properly come before the
meeting.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
Stockholders of record at the close of business on December 3, 1999 are
entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.
Please complete and sign the enclosed form of proxy, which is solicited
by the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy will not be used if you attend the meeting and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael J. Donius
Michael J. Donius
Corporate Secretary
St. Louis, Missouri
December 16, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
<PAGE>
PROXY STATEMENT
OF
PULASKI FINANCIAL CORP.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
January 21, 2000
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Pulaski Financial Corp. ("Pulaski
Financial" or the "Company") to be used at the annual meeting of stockholders of
the Company. The Company is the holding company for Pulaski Bank. The annual
meeting will be held at The St. Louis Art Museum, 1 Fine Arts Drive, Forest
Park, Missouri (rear entrance), on Friday, January 21, 2000, at 2:00 p.m., local
time. This proxy statement and the enclosed proxy card are being first mailed to
stockholders on or about December 16, 1999.
- --------------------------------------------------------------------------------
VOTING AND PROXY PROCEDURE
- --------------------------------------------------------------------------------
Who Can Vote at the Meeting
You are entitled to vote your Pulaski Financial common stock if the
records of the Company show that you held your shares as of the close of
business on December 3, 1999. As of the close of business on that date, a total
of 3,576,591 shares of Pulaski Financial common stock were outstanding. Each
share of common stock has one vote. As provided in the Company's Certificate of
Incorporation, record holders of the Company's common stock who beneficially
own, either directly or indirectly, in excess of 10% of the Company's
outstanding shares are not entitled to any vote in respect of the shares held in
excess of the 10% limit.
Attending the Meeting
If you are a beneficial owner of Pulaski Financial common stock held by
a broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of Pulaski Financial common stock held in street name in person at
the meeting, you will have to get a written proxy in your name from the broker,
bank or other nominee who holds your shares.
Vote Required
The annual meeting will be held if a majority of the outstanding shares
of common stock entitled to vote is represented at the meeting, constituting a
quorum. If you return valid proxy instructions or attend the meeting in person,
your shares will be counted for purposes of determining whether there is a
quorum, even if you abstain from voting. Broker non-votes also will be counted
for purposes for determining the existence of a quorum. A broker non-vote occurs
when a broker, bank or other nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that item and has not received voting
instructions from the beneficial owner.
<PAGE>
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to any
nominee. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non-votes will have no effect on the outcome
of the election. In voting on the approval of the 2000 Stock-Based Incentive
Plan and the ratification of the appointment of Deloitte & Touche LLP as
independent auditors, you may vote in favor of the proposal, vote against the
proposal or abstain from voting. These matters will be decided by the
affirmative vote of a majority of the votes present, in person or represented by
proxy, at the annual meeting. On any of these two matters, abstentions will have
the same effect as a negative vote, while broker non-votes will have no effect
on the voting.
Voting by Proxy
This proxy statement is being sent to you by the Board of Directors of
Pulaski Financial for the purpose of requesting that you allow your shares of
Pulaski Financial common stock to be represented at the annual meeting by the
persons named in the enclosed proxy card. All shares of Pulaski Financial common
stock represented at the meeting by properly executed, dated proxies will be
voted according to the instructions indicated on the proxy card. If you sign,
date and return a proxy card without giving voting instructions, your shares
will be voted as recommended by the Company's Board of Directors. The Board of
Directors recommends a vote "FOR" each of the nominees for director, "FOR"
approval of the 2000 Stock-Based Incentive Plan and "FOR" ratification of
Deloitte & Touche LLP as independent auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own judgment to determine how to vote your shares. This includes a motion
to adjourn or postpone the meeting in order to solicit additional proxies. If
the annual meeting is postponed or adjourned, your Pulaski Financial common
stock may also be voted by the persons named in the proxy card on the new
meeting date, unless you have revoked your proxy. The Company does not know of
any other matters to be presented at the meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your Pulaski Financial common stock has been voted at
the annual meeting, deliver a later dated proxy, or attend the meeting and vote
your shares in person. Attendance at the annual meeting will not in itself
constitute revocation of your proxy.
If your Pulaski Financial common stock is held in street name, you will
receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker or bank may allow you to
deliver your voting instructions via the telephone or the Internet. Please see
the instruction form provided by your broker or bank that accompanies this proxy
statement.
Participants in Pulaski Bank's ESOP or 401(k) Plan
If you participate in the Pulaski Bank Employee Stock Ownership Plan or
if you hold shares through Pulaski Bank's 401(k) Plan, the proxy card represents
a voting instruction to the trustees. Each participant in the ESOP and the
401(k) Plan may direct the trustees as to the manner in which shares of Pulaski
Financial common stock allocated to the participant's plan account are to be
voted. Unallocated shares of common stock held by the ESOP and allocated shares
for which no voting instructions are received will be voted by the ESOP trustees
in the same proportion as shares for which the trustees have received voting
instructions.
2
<PAGE>
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STOCK OWNERSHIP
- --------------------------------------------------------------------------------
The following table provides information as of December 3, 1999 with
respect to persons known to the Company to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.
<TABLE>
<CAPTION>
Percent of
Number of Common Stock
Name and Address Shares Owned Outstanding
- ---------------- ---------------------- --------------------
<S> <C> <C>
Pulaski Bank 232,760 /(1)/ 6.5%
Employee Stock Ownership Plan
12300 Olive Boulevard
St. Louis, Missouri 63141
</TABLE>
________________________________________________
(1) Under the terms of the ESOP, the ESOP Trustee will vote unallocated shares
and allocated shares for which no voting instructions are received in the
same proportion as shares for which the ESOP Trustee has received voting
instructions from participants. The ESOP Trustee is First Bankers Trust,
N.A.
The following table provides information about the shares of Pulaski
Financial common stock that may be considered to be owned by each director or
nominee for director of the Company, by those officers of the Company named in
the Summary Compensation table on page 7, and by all directors and executive
officers of the Company as a group as of December 3, 1999. Unless otherwise
indicated, each of the named individuals has sole voting power and sole
investment power with respect to the shares shown.
<TABLE>
<CAPTION>
Number of Shares
That May be
Number of Acquired Within Percent of
Shares Owned 60 Days by Common Stock
Name (excluding options) Exercising Options Outstanding
- ------------------------------------------ --------------------- --------------------- ---------------
<S> <C> <C> <C>
E. Douglas Britt 26,391 2,989 *
Michael J. Donius 21,500(1) 10,961 *
William A. Donius 26,294(2) 6,111 *
Garland A. Dorn 8,715 664 *
Robert A. Ebel 59,193 997 1.7%
Thomas F. Hack 18,235 5,646 *
Dr. Edward J. Howenstein 52,347(3) 1,982 1.5
All Directors and Executive 212,675 29,350 6.7%
Officers as a group (7 persons)
</TABLE>
_________________________________________
*Less than 1% of the shares outstanding
(1) Includes 6,021 shares held jointly with William A. Donius.
(2) Includes 7,050 shares held jointly with Michael J. Donius.
(3) Includes 36,171 shares held by Dr. Howenstein's spouse.
3
<PAGE>
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PROPOSAL 1 -- ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Company's Board of Directors consists of seven members. Four of
them are independent directors and three are members of management. The Board is
divided into three classes with three-year staggered terms, with approximately
one-third of the directors elected each year. Three directors will be elected at
the annual meeting to serve for a three-year term, or until their respective
successors have been elected and qualified. The nominees for election this year
are E. Douglas Britt, Michael J. Donius and Garland A. Dorn, each of whom is
currently a member of the Board of Directors of the Company and Pulaski Bank.
It is intended that the proxies solicited by the Board of Directors
will be voted for the election of the nominees named above. If any nominee is
unable to serve, the persons named in the proxy card would vote your shares to
approve the election of any substitute proposed by the Board of Directors.
Alternatively, the Board of Directors may adopt a resolution to reduce the size
of the Board. At this time, the Board of Directors knows of no reason why any
nominee might be unable to serve.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF BOTH OF
THE NOMINEES.
Information regarding the nominees and the directors continuing in
office is provided below. Unless otherwise stated, each individual has held his
current occupation for the last five years. The age indicated in each nominee's
biography is as of September 30, 1999. There are no family relationships among
the directors or executive officers except that Michael J. Donius and William A.
Donius are brothers. The indicated period for service as a director includes
service as a director of Pulaski Bank.
NOMINEES FOR ELECTION OF DIRECTORS
The nominees standing for election are:
E. Douglas Britt is a retired bank executive and a retired officer in
the U.S. Air Force. Age 73. Director since 1993.
Michael J. Donius joined the Bank in 1988 and has served as Executive
Vice President and Chief Operating Officer since 1993 and as Secretary since
1994. Before assuming his current positions, Mr. Donius served the Bank in
various capacities, including Vice President in charge of compliance and CRA.
Age 39. Director since 1993.
Garland A. Dorn is President and Chief Executive Officer of Diagnostic
Rehabilitation Systems, Inc., St. Louis, Missouri, a medical equipment supplier.
Age 69. Director since 1995.
Directors Continuing in Office
The following directors have terms ending in 2001:
Thomas F. Hack joined the Bank in 1967 and has served as the Treasurer
since 1974 and as the Chief Financial Officer since 1993. Age 55. Director since
1985.
Dr. Edward J. Howenstein is a retired dentist. Age 73. Director since
1973.
4
<PAGE>
The following directors have terms ending in 2002:
William A. Donius has served as President of the Bank since December 1,
1997. Mr. Donius is also Chairman of the Board of Directors of the Company and
the Bank. He previously served as Senior Vice President from February 1997 to
December 1997, as Vice President from April 1995 to February 1997, and as
Director of Marketing from July 1992 to April 1995. Age 41. Director since 1997.
Robert A. Ebel is Chairman of the Board and Chief Executive Officer of
Universal Printing Co., a commercial printer in St. Louis, Missouri. Age 69.
Director since 1979.
Meetings and Committees of the Board of Directors
The business of the Company and Pulaski Bank is conducted through
meetings and activities of their Boards of Directors and their committees.
During the fiscal year ended September 30, 1999, the Board of Directors of the
Company held 12 meetings and the Board of Directors of the Bank held 12
meetings. No director attended fewer than 75% of the total meetings of the
Boards of Directors and committees on which such director served.
The Executive Committee of the Board of Directors, which currently
consists of Directors Wm. Donius, Hack and M. Donius, meets as necessary, but at
least twice monthly, between meetings of the full Board of Directors. All
significant actions of the Executive Committee must be ratified by the full
Board of Directors. The Executive Committee met 30 times during the fiscal year
ended September 30, 1999.
The entire Board of Directors serves as the Audit Committee, and in
that capacity is responsible for developing and monitoring the Company's audit
program. The Board selects the outside auditors and meets with them to discuss
the results of the annual audit and any related matters. The Board also receives
and reviews the reports and findings and other information presented to them by
the Company's officers regarding financial reporting policies and practices. The
Board of Directors met one time in its capacity as the Audit Committee during
the fiscal year ended September 30, 1999.
The Salary Committee, currently consisting of Directors Wm. Donius,
Ebel and Howenstein, recommends annual salary levels for senior officers and
compensation for members of the Board of Directors. The Salary Committee met
once during the fiscal year ended September 30, 1999.
The full Board of Directors acts as the Nominating Committee for the
annual selection of management's nominees for election as directors. The full
Board of Directors met once in its capacity as the Nominating Committee during
the fiscal year ended September 30, 1999.
5
<PAGE>
Directors' Compensation
Directors' Fees. Non-employee directors receive a fee of $950 per
month, $225 for each board meeting attended and $225 per committee meeting. No
separate fees are paid for service on the Company's Board of Directors.
Stock Option Plan. Under the 1994 Stock Option Plan, which was adopted
by the Company's stockholders on January 18, 1995, the non-employee directors
received non-qualified stock options to purchase 12,000 shares of common stock
at an exercise price of $11.00, the fair market value of the common stock on
January 18, 1995, the date the options were granted. The options will vest
equally over a five-year period commencing on the first anniversary of the date
of grant. If there is a change in control of the Company (as defined in the
plan), each outstanding stock option grant will become fully vested and
immediately exercisable. All options granted under the plan expire ten years
following the date of grant. Pulaski Financial assumed the plan in connection
with the conversion of the Bank's former mutual holding company to stock form on
December 2, 1998. At that time, the options for the Bank's common stock were
converted into options for the Company's common stock and adjustments were made
to the exercise price and the number of shares subject to stock options.
Management Recognition and Development Plan. Additionally, under the
Management Recognition and Development Plan, which was also adopted by the
Company's stockholders on January 18, 1999, the non-employee directors received
stock awards of 4,200 shares. Pulaski Financial assumed the plan in connection
with the conversion and, at that time, appropriate adjustments were made to the
number of shares subject to awards.
6
<PAGE>
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EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
Summary Compensation Table
The following information is furnished for Messrs. Wm. Donius, Hack and
M. Donius. No other executive officer of Pulaski Bank received salary and bonus
of $100,000 or more during the year ended September 30, 1999.
<TABLE>
<CAPTION>
Annual Compensation (1)
---------------------------------------------
Other
Annual All Other
Name and Position Year Salary (2) Bonus Compensation (3) Compensation (4)
- ----------------- ---- ---------- ------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
William A. Donius (5) 1999 $157,000 $12,100 $-- $ 3,020
Chief Executive Officer, 1998 135,000 12,000 -- 13,950
President and Chairman of
the Board
Thomas F. Hack 1999 125,000 9,400 -- 2,397
Chief Financial Officer, 1998 105,500 9,400 -- 18,600
Treasurer and Director 1997 97,400 6,136 -- 18,600
Michael J. Donius 1999 125,000 9,600 -- 1,821
Executive Vice President, 1998 107,000 9,600 -- 18,600
Chief Operating Officer 1997 70,000 9,100 -- 18,600
and Director
</TABLE>
___________________________
(1) Pulaski Bank pays all compensation.
(2) Includes remuneration from Pulaski Service Corporation, Pulaski Bank's
wholly-owned subsidiary.
(3) Does not include certain additional benefits, the aggregate amounts of
which do not exceed the lesser of $50,000 or 10% of salary and bonus for
the named executive officers.
(4) Consists of employer contribution to Pulaski Bank's 401(k) plan.
(5) Mr. Wm. Donius was named President and Chief Executive Officer of the
Company on December 1, 1997.
Employment Agreements. The Company and the Bank entered into three-year
employment agreements with Messrs. Wm. Donius, Hack and M. Donius. Under the
employment agreements, the initial salary levels for Messrs. Wm. Donius, Hack
and M. Donius are $157,000, $125,000 and $125,000, respectively, which amounts
will be paid by the Bank and may be increased at the discretion of the Board of
Directors. On each anniversary of the commencement date of the employment
agreements, the term of each agreement may be extended for an additional year at
the discretion of the Board. The employers may terminate the agreements at any
time. The executive may terminate his agreement if he is assigned duties
inconsistent with his initial position, duties, responsibilities and status. The
agreements may also be terminated upon the occurrence of certain events
specified by federal regulations. If an executive's employment is terminated
without cause or upon the executive's voluntary termination in certain
circumstances, the employers would be required to honor the terms of the
agreement through the expiration of the then current term, including payment of
current cash compensation and continuation of employee benefits.
The employment agreements also provide for severance payments and other
benefits if the executive's employment is involuntary terminated in connection
with any change in control of Pulaski Financial or Pulaski Bank. Severance
payments also will be provided on a similar basis in connection with a voluntary
termination of employment where, after a change in control, an executive is
assigned duties
7
<PAGE>
inconsistent with his position, duties, responsibilities and status immediately
before the change in control. The term "change in control" is defined in the
agreement as having occurred when, among other things: (a) a person other than
the Company purchases shares of the Company's common stock in a tender or
exchange offer for such shares; (b) any person (as that term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities; (c) the membership of the Board of Directors changes as
the result of a contested election; or (d) stockholders of the Company approve a
merger, consolidation, sale or disposition of all or substantially all of the
Company's assets, or a plan of partial or complete liquidation.
The maximum value of the severance benefits under the employment
agreements is 2.99 times the executive's average annual compensation during the
five-year period preceding the effective date of the change in control (the
"base amount"). The employment agreements provide that the value of the maximum
benefit may be distributed, at the executive's election, in the form of a lump
sum cash payment equal to 2.99 times the executive's base amount or a
combination of a cash payment and continued coverage under Pulaski Bank's
health, life and disability programs for a 36-month period following the change
in control, the total present value of which does not exceed 2.99 times the
executive's base amount. Assuming that a change in control had occurred at
September 30, 1999 and that each executive elected to receive a lump sum cash
payment, Messrs. Wm. Donius, Hack and M. Donius would be entitled to payments of
approximately $352,000, $314,000 and $276,000, respectively. Section 280G of the
Internal Revenue Code provides that severance payments that equal or exceed
three times the individual's base amount are deemed to be "excess parachute
payments" if they are contingent upon a change in control. Individuals receiving
excess parachute payments must pay 20% excise tax on the amount of the excess
payments, and the employers would not be entitled to deduct the amount of the
excess payments.
The employment agreements restrict each executive's right to compete
against the employers for a period of one year from the date of termination of
the agreement if his employment is terminated without cause, except if
termination occurs after a change in control.
8
<PAGE>
Retirement Plan. The Bank is a participant in the Financial
Institutions Retirement Fund, a multi-employer, non-contributory defined benefit
retirement plan. The following table indicates the annual retirement benefits
that would be payable upon retirement at age 65 to a participant electing to
receive his retirement benefit in the standard form of benefit, assuming various
specified levels of plan compensation and various specified years of credited
service. Under the Internal Revenue Code, maximum annual benefits under the plan
are limited to $130,000 per year for the 2000 calendar year.
<TABLE>
<CAPTION>
Highest Five Years of Service
Year Average -------------------------------------------------------------------------------
Compensation 15 20 25 30 35
-------------- ------------ ------------ ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
$ 50,000 11,250 15,000 18,750 22,500 26,250
60,000 13,500 18,000 22,500 27,000 31,500
70,000 15,750 21,000 26,250 31,500 36,750
80,000 18,000 24,000 30,000 36,000 42,000
90,000 20,250 27,000 33,750 40,500 47,250
100,000 22,250 30,000 37,500 45,000 52,500
110,000 24,750 33,000 41,250 49,500 57,750
120,000 27,000 36,000 45,000 54,000 58,000
130,000 29,250 39,000 48,750 58,500 63,250
140,000 31,500 42,000 52,500 63,000 68,500
150,000 33,750 45,000 56,250 67,500 73,500
160,000 36,000 48,000 60,000 72,000 79,000
</TABLE>
The retirement plan provides for monthly payments to, or on behalf of,
each covered employee. All full-time employees are eligible to participate after
completion of one year of service to the Bank (at least 1,000 hours of service
in 12 consecutive months) and the attainment of age 21. Benefits are based upon
years of service and salary excluding bonuses, fees, commissions, etc. Employees
terminating employment before they are 100% vested will have benefits reduced
accordingly based on the percentage they are vested. As of September 30, 1999,
Messrs. Wm. Donius, Hack and M. Donius had 8 years, 33 years and 12 years of
credited service, respectively, under the plan.
The normal retirement age is 65 and the early retirement age is before
age 65, but after age 45. Normal retirement benefits are equal to the sum of:
(1) 1.5% multiplied by the years of service to the Bank and by the employees's
average base salary for the five highest consecutive years preceding retirement
up to the covered compensation level; and (2) 2% multiplied by the years of
service to the Bank and by the employees's average base salary above the covered
compensation level for the five highest consecutive years preceding retirement.
If an employee elects early retirement, but defers the receipt of benefits until
age 65, the formula for computation of early retirement benefits is the same as
if the employee had retired at the normal retirement age. However, if the
employee elects early retirement, benefits payable are equal to the benefits
payable assuming retirement at age 65 reduced by applying an early retirement
factor based on age and vesting service when payments begin. Payment may also be
deferred to any time up to age 70, in which case the retirement allowance
payable at age 65 will be increased by 0.8% for each month of deferment after
age 65 (to a maximum increase of 48%). The Bank makes annual contributions to
fund the benefits computed on an actuarial basis.
9
<PAGE>
Upon retirement, the regular form of plan benefit is an annuity payable in
equal monthly installments for the life of the employee. Optional annuity
benefit forms may also be elected by the employee. Plan benefits are integrated
with social security benefits.
Fiscal Year-End Option Values. No stock options were granted to or
exercised by Messrs. Wm. Donius, Thomas F. Hack or Michael J. Donius during the
fiscal year ended September 30, 1999. The following table provides certain
information with respect to the number of shares of Pulaski Financial common
stock represented by outstanding options held by those individuals as of
September 30, 1999. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year end stock price.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year-End(#)(1) at Fiscal Year-End($)(2)
----------------------------------- -----------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- -------- ------------- ---------------- -------------- -----------------
<S> <C> <C> <C> <C>
William A. Donius.................... 3,055 12,224 $ -- $ --
Thomas F. Hack....................... 2,856 2,790 10,817 10,567
Michael J. Donius.................... 8,768 2,196 33,209 8,306
</TABLE>
- ----------------
(1) The options in this table for Wm. Donius have an exercise price of $15.66
per share and the options in this table for Messrs. Hack and M. Donius have
an exercise price of $7.15 per share. The exercise prices reflect
adjustments made in connection with the conversion of the Bank's former
mutual holding company to stock form on December 2, 1998.
(2) The stock price on September 30, 1999 was $10.9375 per share.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933 or the Securities Exchange Act
of 1934 that might incorporate future filings, including this Proxy Statement,
in whole or in part, the following Report of the Compensation Committee of the
Company and Performance Graph shall not be incorporated by reference into any
such filings.
Report of the Compensation Committee. The Compensation Committee
administers all policies that govern executive compensation for the Company and
the Bank. The Compensation Committee evaluates the performance of each named
executive officer and other senior officers of the Company and the Bank and
determines the compensation of all of them except for the chief executive
officer. With respect to the chief executive officer's compensation, the
Compensation Committee makes recommendations to the Board of Directors which
reviews the recommendations and determines his compensation based on their
report. The Company's executive compensation policies are intended to retain and
attract key executives who are vital to the success of the Company and the Bank
by providing a compensation package that is competitive in the financial
industry and motivational to each individual executive.
Currently, the compensation for executive officers consists principally of
a base salary and bonus. The Compensation Committee determines an annual base
salary level for all senior officers and named executive officers. With respect
to the chief executive officer's base salary, the Compensation Committee makes
recommendations to the Board of Directors which reviews the recommendations and
determines his base salary based on their report. Annual base salaries are
generally effective December 1 of each year. Factors considered in setting base
salaries include the executive's performance, the Company's and Bank's overall
performance and compensation levels in the financial industry, among other
factors.
A bonus program has also been established for all senior officers based
upon profitability measurements. The bonus pool is allocated to individual
participants in the pool based upon job position
10
<PAGE>
and individual performance. The Board of Directors reviews the recommendations
of the Compensation Committee concerning the chief executive officer and awards
his bonus under the program. The awards for the fiscal year are generally made
before October 30 of each year.
During the fiscal year ended September 30, 1999, the base salary of William
A. Donius, President and Chief Executive Officer of the Company and the Bank,
was $157,000. In addition, he received a performance bonus of $12,000. This
resulted in total compensation of $169,000. The Board of Directors believes that
Mr. Donius' compensation is appropriate based on the Bank's compensation policy,
consideration of salaries for similar positions in the financial industry and
the Bank's performance during the fiscal year.
Mr. Wm. Donius serves on the Compensation Committee, but he did not
participate in the Board of Directors' review and adoption of the Compensation
Committee's recommendations concerning his compensation.
Compensation Committee of the Company consisting of:
William A. Donius, Chairman
Robert A. Ebel
Dr. Edward J. Howenstein
Compensation Committee Interlocks and Insider Participation. No executive
officer of the Company or the Bank has served as a member of the compensation
committee of another entity, one of whose executive officers served on the
Company's Compensation Committee. No executive officer of the Company or the
Bank has served as a director of another entity, one of whose executive officers
served on the Company's Compensation Committee. No executive officer of the
Company or the Bank has served as a member of the compensation committee of
another entity, one of whose executive officers served as a director of the
Company or the Bank.
11
<PAGE>
- --------------------------------------------------------------------------------
PERFORMANCE GRAPH
- --------------------------------------------------------------------------------
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return on the Nasdaq Index
(U.S. Companies) and with the SNL Midwest Thrift Index. Total return assumes the
reinvestment of all dividends. The graph presented represents the Bank's common
stock until December 3, 1998, the date upon which the Bank's former mutual
holding company was converted to stock form and the Company issued its common
stock. The base amount for the graph is $10.00 per share, which was the closing
price of the Bank's common stock on September 30, 1994.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Period Ended
-----------------------------------------------------------------
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
---------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Pulaski Financial Corp.......................... $100.00 $104.51 $125.56 $263.85 $224.65 $194.96
The Nasdaq Index (U.S. Companies)............... 100.00 138.07 163.85 224.97 228.77 371.69
SNL Midwest Thrift Index........................ 100.00 131.56 155.13 244.73 243.79 238.13
</TABLE>
12
<PAGE>
- --------------------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
- --------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that each of its executive officers and
directors has complied with applicable reporting requirements for transactions
in Pulaski Financial common stock during the fiscal year ended September 30,
1999.
- --------------------------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- --------------------------------------------------------------------------------
Federal regulations require that all loans or extensions of credit to
executive officers and directors of insured financial institutions must be made
on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
except for loans made under programs generally available to all employees, and
must not involve more than the normal risk of repayment or present other
unfavorable features. Pulaski Bank is therefore prohibited from making any new
loans or extensions of credit to executive officers and directors at different
rates or terms than those offered to the general public, except for loans made
pursuant to programs generally available to all employees, and has adopted a
policy to this effect. In addition, loans made to a director or executive
officer in an amount that, when aggregated with the amount of all other loans to
such person and his or her related interests, are in excess of the greater of
$25,000 or 5% of the institution's capital and surplus (up to a maximum of
$500,000) must be approved in advance by a majority of the disinterested members
of the Board of Directors. The aggregate amount of loans by Pulaski Bank to its
executive officers and directors and their associates was approximately $287,000
at September 30, 1999.
- --------------------------------------------------------------------------------
PROPOSAL 2 -- RATIFICATION OF 2000 STOCK-BASED INCENTIVE PLAN
- --------------------------------------------------------------------------------
The Board of Directors of the Company is presenting for stockholder
approval the Pulaski Financial Corp. 2000 Stock-Based Incentive Plan (the
"Incentive Plan"), in the form attached to this proxy statement as Appendix A.
The purpose of the Incentive Plan is to attract and retain qualified personnel
in key positions, provide officers, employees and non-employee directors of the
Company and Pulaski Bank with a proprietary interest in the Company as an
incentive to contribute to the success of the Company, promote the attention of
management to other stockholder's concerns, and reward employees for outstanding
performance. The following is a summary of the material terms of the Incentive
Plan which is qualified in its entirety by the complete provisions of the
Incentive Plan attached to this proxy statement as Appendix A.
13
<PAGE>
General
The Incentive Plan authorizes the granting of options to purchase common
stock of the Company and awards of restricted shares of common stock. Subject to
certain adjustments to prevent dilution diminution, or enlargement of awards to
participants, the number of shares of common stock reserved for awards under the
Incentive Plan is 407,330 shares, consisting of 290,950 shares reserved for
options and 116,380 shares reserved for restricted stock awards. All employees
and non-employee directors of the Company and its affiliates are eligible to
receive awards under the Incentive Plan. The Company may also grant awards to
its advisors and consultants. The Incentive Plan will be administered by a
committee (the "Committee") consisting of members of the Board of Directors who
are not employees of the Company or its affiliates. Authorized but unissued
shares or shares previously issued and reacquired by the Company may be used to
satisfy awards under the Incentive Plan. If authorized but unissued shares are
used to satisfy restricted stock awards and the exercise of options granted
under the Incentive Plan, it will result in an increase in the number of shares
outstanding and will have a dilutive effect on the holdings of existing
stockholders. The Company may establish a trust under which the trustee will
purchase, with contributions from the Company or Pulaski Bank, previously issued
shares to fund the Company's obligation for restricted stock awards. As of the
date of this proxy statement, no awards have been granted under the Incentive
Plan.
Types of Awards
General. The Incentive Plan authorizes the grant of awards in the form of:
(1) options intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code (options which provide certain tax benefits to the
recipients upon compliance with applicable requirements, but which do not result
in tax deductions to the Company); (2) options that do not so qualify (options
which do not provide the same income tax benefits to recipients, but which may
provide tax deductions to the Company), referred to as "non-statutory stock
options"; and (3) grants of restricted shares of common stock. Each type of
award may be subject to certain vesting or service requirements or other
conditions imposed by the Committee.
Options. Subject to the terms of the Incentive Plan, the Committee has the
authority to determine the amount of options granted to any individual and the
date or dates on which each option will become exercisable and any other
conditions applicable to an option. The exercise price of all options will be
determined by the Committee but will be at least 100% of the fair market value
of the underlying common stock at the time of grant. The exercise price of any
option may be paid in cash, common stock, or any other form permitted by the
Committee at its discretion. See "-- Alternate Option Payments" below. The term
of options will be determined by the Committee, but in no event will an option
be exercisable more than ten years from the date of grant (or five years from
date of grant for a 10% owner with respect to incentive stock options).
All options granted under the Incentive Plan to officers and employees may,
at the discretion of the Committee, qualify as incentive stock options to the
extent permitted under Section 422 of the Internal Revenue Code. Under certain
circumstances, incentive stock options may be converted into non-statutory stock
options. In order to qualify as incentive stock options under Section 422 of the
Internal Revenue Code, the option must generally be granted only to an employee,
must not be transferable (other than by will or the laws of descent and
distribution), the exercise price must not be less than 100% of the fair market
value of the common stock on the date of grant, the term of the option may not
exceed ten years from the date of grant, and no more than $100,000 of options
may become exercisable for the first time in any calendar year. Notwithstanding
the foregoing requirements, incentive stock options granted to any person who is
the beneficial owner of more than 10% of the outstanding voting stock of the
Company may be exercised only for a period of five years from the date of grant
and the exercise price must be at least equal to 110% of the
14
<PAGE>
fair market value of the underlying common stock on the date of grant. Each non-
employee director of the Company or its affiliates, as well as employees, will
be eligible to receive non-statutory stock options.
Unless the Committee determines otherwise, upon termination of an option
holder's services for any reason other than death, disability, retirement,
change in control or termination for cause, all then exercisable options will
remain exercisable for three months following termination, or if sooner, the
expiration of the term of the option. If an option holder dies or becomes
disabled all unexercisable options will become exercisable and remain
exercisable for two years, or if sooner, the expiration of the term of the
option. Upon the occurrence of a change in control, all unexercisable options
held by the option holder will become fully exercisable and remain exercisable
until the expiration of the term of the option. In the event of termination for
cause, all exercisable and unexercisable options held by the option holder will
be canceled. If an option holder retires, all unexercisable options will be
canceled, unless the Committee, in its sole discretion, allows unexercisable
options to continue to vest or become exercisable according to their original
terms.
Under generally accepted accounting principles, compensation expense is
generally not recognized with respect to the award of stock options.
Restricted Stock Awards. Subject to the terms of the Incentive Plan and
applicable regulation, the Committee has the authority to determine the amounts
of restricted stock awards granted to any individual and the dates on which
restricted stock awards granted will vest or any other conditions which must be
satisfied before vesting.
Stock award recipients may also receive amounts equal to accumulated cash
and stock dividends or other distributions (if any) with respect to shares
awarded in the form of restricted stock. In addition, before vesting, recipients
of restricted stock awards may also direct the voting of shares of common stock
granted to them.
Unless the Committee determines otherwise, upon termination of the services
of a holder of a stock award for any reason other than death, disability,
retirement, change in control or termination for cause, all the holder's rights
in unvested restricted stock awards will be canceled. If the holder of the stock
award dies or becomes disabled or upon the occurrence of a change in control,
all unvested restricted stock awards held by such individual will become fully
vested. In the event of termination for cause of a holder of a stock award, all
unvested stock awards held by such individual will be canceled. If the holder of
a stock award retires, all unvested restricted stock awards held by such
individual will be canceled unless the Committee, in its sole discretion,
determines that all unvested restricted stock awards will continue to vest or be
vested in accordance with the original terms of the grant.
Tax Treatment
Options. An option holder will generally not be deemed to have recognized
taxable income upon grant or exercise of any incentive stock option, provided
that shares transferred in connection with the exercise are not disposed of by
the optionee for at least one year after the date the shares are transferred in
connection with the exercise of the option and two years after the date of grant
of the option. If these holding periods are satisfied, upon disposal of the
shares, the aggregate difference between the per share option exercise price and
the fair market value of the common stock is recognized as income taxable at
capital gains rates. No compensation deduction may be taken by the Company as a
result of the grant or exercise of incentive stock options, assuming these
holding periods are met.
In the case of the exercise of a non-statutory stock option, an option
holder will be deemed to have received ordinary income upon exercise of the
option in an amount equal to the aggregate amount by which
15
<PAGE>
the fair market value of the common stock exceeds the exercise price of the
option. If shares received through the exercise of an incentive stock option are
disposed of before the satisfaction of the holding periods (a "disqualifying
disposition"), the exercise of the option will essentially be treated as the
exercise of a non-statutory stock option, except that the option holder will
recognize the ordinary income for the year in which the disqualifying
disposition occurs. The amount of any ordinary income recognized by an optionee
upon the exercise of a non-statutory stock option or due to a disqualifying
disposition will be a deductible expense of the Company for federal income tax
purposes.
Restricted Stock Awards. A participant who has been awarded restricted
stock under the Incentive Plan and does not make an election under Section 83(b)
of the Internal Revenue Code will not recognize taxable income at the time of
the award. At the time any transfer or forfeiture restrictions applicable to the
restricted stock award lapse, the recipient will recognize ordinary income and
the Company will be entitled to a corresponding deduction equal to the excess of
the fair market value of such stock at such time over the amount paid, if any,
therefor. Any dividend paid to the recipient on the restricted stock at or prior
to such time will be ordinary compensation income to the recipient and
deductible as such by the Company.
A recipient of a restricted stock award who makes an election under Section
83(b) of the Code will recognize ordinary income at the time of the award and
the Company will be entitled to a corresponding deduction equal to the fair
market value of such stock at such time over the amount paid, if any, therefor.
Any dividends subsequently paid to the recipient on the restricted stock will be
dividend income to the recipient and not deductible by the Company. If the
recipient makes a Section 83(b) election, there are no federal income tax
consequences either to the recipient or the Company at the time any transfer or
forfeiture restrictions applicable to the restricted stock award lapse.
Alternate Option Payments
Subject to the terms of the Incentive Plan, the Committee has discretion to
determine the form of payment for the exercise of an option. The Committee may
indicate acceptable forms in the award agreement covering such options or may
reserve its decision to the time of exercise. No option is to be considered
exercised until payment in full is accepted by the Committee. Any shares of
common stock tendered in payment of the exercise price of an option will be
valued at the fair market value of the common stock on the date before the date
of exercise.
Amendments
Subject to certain restrictions contained in the Incentive Plan, the Board
of Directors or the Committee may amend the Incentive Plan in any respect, at
any time, provided that no amendment may affect the rights of the holder of an
award without his or her permission and such amendment must comply with
applicable law and regulation.
Adjustments
If there is any change in the outstanding shares of common stock of the
Company by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares, or
other similar corporate change, or other increase or decrease in such shares
without receipt or payment of consideration by the Company, or if an
extraordinary capital distribution is made, including the payment of an
extraordinary dividend, the Committee may make such adjustments to previously
granted awards, to prevent dilution, diminution or enlargement of the rights of
the holder; provided, however, that in the case of an extraordinary dividend,
the Committee may be required to obtain
16
<PAGE>
approval of the Office of Thrift Supervision before any such adjustment. All
awards under this Incentive Plan will be binding upon any successors or assigns
of the Company.
Nontransferability
Unless determined otherwise by the Committee, awards under the Incentive
Plan will not be transferable by the recipient other than by will or the laws of
intestate succession or pursuant to a domestic relations order. With the consent
of the Committee, a recipient may permit transferability or assignment for valid
estate planning purposes of a non-statutory stock option as permitted under the
Internal Revenue Code or federal securities laws and a participant may designate
a person or his or her estate as beneficiary of any award to which the recipient
would then be entitled if the participant dies.
Stockholder Approval, Effective Date of Plan and Regulatory Compliance
The Incentive Plan is subject to the regulations of the Office of Thrift
Supervision. The Office of Thrift Supervision has not endorsed or approved the
Incentive Plan. The Incentive Plan provides that it shall become effective upon
stockholder approval.
New Plan Benefits
As of the date of this proxy statement, no decisions have been made
regarding the granting of awards under the Incentive Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF THE
PULASKI FINANCIAL CORP. 2000 STOCK-BASED INCENTIVE PLAN.
- --------------------------------------------------------------------------------
PROPOSAL 3 -- RATIFICATION OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Board of Directors has appointed Deloitte & Touche LLP to be its
independent auditors for the 2000 fiscal year, subject to the ratification by
stockholders. A representative of Deloitte & Touche LLP is expected to be
present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he or she
desire to do so.
If the ratification of the appointment of the independent auditors is not
approved by a majority of the votes present, in person or represented by proxy,
at the annual meeting, other independent public accountants will be considered
by the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS
VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF AUDITORS.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The Company will pay the cost of this proxy solicitation. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Pulaski Financial common stock. In addition to soliciting
proxies by mail, directors, officers and regular employees of the Company may
solicit proxies personally or by telephone. None of these persons will receive
additional compensation for these activities. The Company
17
<PAGE>
has retained Regan & Associates, Inc. to assist in soliciting proxies for a fee
of $3,750, plus reimbursable expenses up to $2,000.
The Company's Annual Report to Stockholders has been mailed to stockholders
as of the close of business on December 3, 1999. Any stockholder who has not
received a copy of the Annual Report may obtain a copy by writing to the
Secretary of the Company. The Annual Report is not to be treated as part of the
proxy solicitation material or as having been incorporated in this proxy
statement by reference.
A COPY OF THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
1999, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE CLOSE OF BUSINESS ON DECEMBER 3, 1999
UPON WRITTEN REQUEST TO MICHAEL J. DONIUS, CORPORATE SECRETARY, PULASKI
FINANCIAL CORP., 12300 OLIVE BOULEVARD, ST. LOUIS, MISSOURI 63141.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
Proposals that stockholders seek to have included in the proxy statement
for the Company's next annual meeting must be received by the Company no later
than August 18, 2000. If next year's annual meeting is held on a date more than
30 calendar days from January 21, 2001, a stockholder proposal must be received
by a reasonable time before the proxy solicitation for such annual meeting is
made. Any stockholder proposals will be subject to the requirements of the proxy
rules adopted by the Securities and Exchange Commission.
The Company's Certificate of Incorporation provides that in order for a
stockholder to make nominations for the election of directors or proposals for
business to be brought before a meeting of stockholders, a stockholder must
deliver written notice of such nominations and/or proposals to the Secretary not
less than 30 nor more than 60 days before the date of the meeting; provided that
if less than 31 days' notice of the meeting is given to stockholders, such
notice must be delivered not later than the close of the tenth day following the
day on which notice of the meeting was mailed to stockholders. As specified in
the Certificate of Incorporation, the written notice with respect to nominations
for election of directors must set forth certain information regarding each
nominee for election as a director, including such person's written consent to
being named in the proxy statement as a nominee and to serving as a director, if
elected, and certain information regarding the stockholder giving such notice.
The notice with respect to business proposals to be brought before the annual
meeting must state the stockholder's name, address and number of shares of
Common Stock held, and briefly discuss the business to be brought before the
annual meeting, the reasons for conducting such business at the annual meeting
and any material interest of the stockholder in the proposal. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement or the proxy relating to any annual meeting any stockholder proposal
which does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michael J. Donius
Michael J. Donius
Corporate Secretary
St. Louis, Missouri
December 16, 1999
18
<PAGE>
APPENDIX A
PULASKI FINANCIAL CORP.
2000 STOCK-BASED INCENTIVE PLAN
1. DEFINITIONS.
-----------
(a) "Affiliate" means any "parent corporation" or "subsidiary corporation"
of the Holding Company, as such terms are defined in Sections 424(e) and 424(f)
of the Code.
(b) "Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options and Stock Awards.
(c) "Award Agreement" means an agreement evidencing and setting forth the
terms of an Award.
(d) "Bank" means Pulaski Bank.
(e) "Board of Directors" means the board of directors of the Holding
Company.
(f) "Change in Control" of the Holding Company or the Bank means: (i) an
event of a nature that would be required to be reported in response to Item 1(a)
of the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Exchange Act; or (ii) an event that results in a
change in control of the Bank or the Holding Company within the meaning of the
Home Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance Act,
and the rules and regulations promulgated by the Office of Thrift Supervision
(or its predecessor agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under the rules and
regulations of the OTS, the Board of Directors shall substitute its judgment for
that of the OTS); or (iii) without limitation such a Change in Control shall be
deemed to have occurred at such time as (A) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Bank or the Holding Company representing
20% or more of the Bank's or the Holding Company's outstanding voting securities
or the right to acquire such securities except for any voting securities of the
Bank purchased by the Holding Company and any voting securities purchased by any
employee benefit plan of the Holding Company or its Subsidiaries, or (B)
individuals who constitute the Board of Directors on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by a Nominating Committee solely
composed of members which are Incumbent Board members, shall be, for purposes of
this clause (B), considered as though he or she were a member of the Incumbent
Board, or (C) a plan of reorganization, merger, consolidation, sale of all or
substantially all the assets of the Bank or the Holding Company or similar
transaction occurs or is effectuated in which the Bank or Holding Company is not
the resulting entity; provided, however, that such an event listed above will be
deemed to have occurred or to have been effectuated upon the receipt of all
required federal regulatory approvals not including the lapse of any statutory
waiting periods, or (D) a proxy statement has been distributed soliciting
proxies from stockholders of the Holding Company, by someone other than the
current management of the Holding Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Holding Company or Bank
with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to such plan or transaction are exchanged for
or converted into cash or property or securities not issued by the Bank or the
Holding Company, or (E) a tender offer is made for 20% or more of the voting
securities of the Bank or Holding Company then outstanding by a person other
than the Bank or Holding Company.
<PAGE>
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means the committee designated by the Board of Directors,
pursuant to Section 2 of the Plan, to administer the Plan.
(i) "Common Stock" means the common stock of the Holding Company, par
value $.01 per share.
(j) "Date of Grant" means the effective date of an Award.
(k) "Disability" means any mental or physical condition with respect to
which the Participant qualifies for and receives benefits for under a long-term
disability plan of the Holding Company or an Affiliate, or in the absence of
such a long-term disability plan or coverage under such a plan, "Disability"
shall mean a physical or mental condition which, in the sole discretion of the
Committee, is reasonably expected to be of indefinite duration and to
substantially prevent the Participant from fulfilling his or her duties or
responsibilities to the Holding Company or an Affiliate.
(l) "Effective Date" means the date the Plan is approved by shareholders.
(m) "Employee" means any person employed by the Holding Company or an
Affiliate. Directors who are employed by the Holding Company or an Affiliate
shall be considered Employees under the Plan.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(o) "Exercise Price" means the price at which a Participant may purchase a
share of Common Stock pursuant to an Option.
(p) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:
(i) If the Common Stock was traded on the date in question on The
Nasdaq Stock Market then the Fair Market Value shall be equal to
the closing price reported for such date;
(ii) If the Common Stock was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite transactions
report for such date; and
(iii) If neither of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate.
Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in The Wall Street Journal. The
-------------------
Committee's determination of Fair Market Value shall be conclusive and binding
on all persons.
(q) "Holding Company" means Pulaski Financial Corp.
(r) "Incentive Stock Option" means a stock option granted to a
Participant, pursuant to Section 7 of the Plan, that is intended to meet the
requirements of Section 422 of the Code.
A-2
<PAGE>
(s) "Non-Statutory Stock Option" means a stock option granted to a
Participant pursuant to the terms of the Plan but which is not intended to be
and is not identified as an Incentive Stock Option or a stock option granted
under the Plan which is intended to be and is identified as an Incentive Stock
Option but which does not meet the requirements of Section 422 of the Code.
(t) "Option" means an Incentive Stock Option or Non-Statutory Stock
Option.
(u) "Outside Director" means a member of the board(s) of directors of the
Holding Company or an Affiliate who is not also an Employee of the Holding
Company or an Affiliate.
(v) "Participant" means any person who holds an outstanding Award.
(w) "Plan" means this Pulaski Financial Corp. 2000 Stock-Based Incentive
Plan.
(x) "Retirement" means retirement from employment with the Holding Company
or an Affiliate in accordance with the then current retirement policies of the
Holding Company or Affiliate, as applicable. "Retirement" with respect to an
Outside Director means the termination of service from the board(s) of directors
of the Holding Company and any Affiliate following written notice to such
board(s) of directors of the Outside Director's intention to retire.
(y) "Stock Award" means an Award granted to a Participant pursuant to
Section 8 of the Plan.
(z) "Termination for Cause" means termination because of a Participant's
personal dishonesty, incompetence, willful misconduct, breach of 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 material breach of any provision of any employment
agreement between the Holding Company and/or any subsidiary of the Holding
Company and a Participant.
(aa) "Trust" means a trust established by the Board of Directors in
connection with this Plan to hold Common Stock or other property for the
purposes set forth in the Plan.
(bb) "Trustee" means any person or entity approved by the Board of
Directors or its designee(s) to hold any of the Trust assets.
2. ADMINISTRATION.
--------------
(a) The Committee shall administer the Plan. The Committee shall consist
of two or more disinterested directors of the Holding Company, who shall be
appointed by the Board of Directors. A member of the Board of Directors shall be
deemed to be "disinterested" only if he or she satisfies such requirements as
the Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Exchange Act.
(b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type, number, vesting
requirements and other features and conditions of such Awards, (iii) interpret
the Plan and Award Agreements in all respects and (iv) make all other decisions
relating to the operation of the Plan. The Committee may adopt such rules or
guidelines as it deems appropriate to implement the Plan. The Committee's
determinations under the Plan shall be final and binding on all persons.
A-3
<PAGE>
(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be required by the Plan and
otherwise approved by the Committee. Each Award Agreement shall constitute a
binding contract between the Holding Company or an Affiliate and the
Participant, and every Participant, upon acceptance of an Award Agreement, shall
be bound by the terms and restrictions of the Plan and the Award Agreement. The
terms of each Award Agreement shall be in accordance with the Plan, but each
Award Agreement may include any additional provisions and restrictions
determined by the Committee, in its discretion, provided that such additional
provisions and restrictions are not inconsistent with the terms of the Plan. In
particular and at a minimum, the Committee shall set forth in each Award
Agreement: (i) the type of Award granted; (ii) the Exercise Price of any Option;
(iii) the number of shares subject to the Award; (iv) the expiration date of the
Award; (v) the manner, time, and rate (cumulative or otherwise) of exercise or
vesting of such Award; and (vi) the restrictions, if any, placed upon such
Award, or upon shares which may be issued upon exercise of such Award. The
Chairman of the Committee and such other directors and officers as shall be
designated by the Committee are hereby authorized to execute Award Agreements on
behalf of the Company or an Affiliate and to cause them to be delivered to the
recipients of Awards.
(d) The Committee may delegate all authority for: (i) the determination of
forms of payment to be made by or received by the Plan and (ii) the execution of
any Award Agreement.
3. TYPES OF AWARDS.
---------------
The following Awards may be granted under the Plan:
(a) Non-Statutory Stock Options.
(b) Incentive Stock Options.
(c) Stock Awards.
4. STOCK SUBJECT TO THE PLAN.
-------------------------
Subject to adjustment as provided in Section 13 of the Plan, the number of
shares reserved for Awards under the Plan is 407,330. Subject to adjustment as
provided in Section 13 of the Plan, the number of shares reserved hereby for
purchase pursuant to the exercise of Options granted under the Plan is 290,950.
The number of the shares reserved for Stock Awards is 116,380. The shares of
Common Stock issued under the Plan may be either authorized but unissued shares
or authorized shares previously issued and acquired or reacquired by the Trustee
or the Holding Company, respectively. To the extent that Options and Stock
Awards are granted under the Plan, the shares underlying such Awards will be
unavailable for any other use including future grants under the Plan except
that, to the extent that Stock Awards or Options terminate, expire or are
forfeited without having vested or without having been exercised, new Awards may
be made with respect to these shares.
5. ELIGIBILITY.
-----------
Subject to the terms of the Plan, all Employees and Outside Directors shall
be eligible to receive Awards under the Plan. In addition, the Committee may
grant eligibility to consultants and advisors of the Holding Company or an
Affiliate, as it sees fit.
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<PAGE>
6. NON-STATUTORY STOCK OPTIONS.
---------------------------
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant Non-Statutory Stock Options to eligible individuals upon such
terms and conditions as it may determine to the extent such terms and conditions
are consistent with the following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price of
--------------
each Non-Statutory Stock Option. However, the Exercise Price shall not be less
than 100% of the Fair Market Value of the Common Stock on the Date of Grant.
(b) Terms of Non-statutory Stock Options. The Committee shall determine
------------------------------------
the term during which a Participant may exercise a Non-Statutory Stock Option,
but in no event may a Participant exercise a Non-Statutory Stock Option, in
whole or in part, more than ten (10) years from the Date of Grant. The Committee
shall also determine the date on which each Non-Statutory Stock Option, or any
part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Non-Statutory Stock Option.
The shares of Common Stock underlying each Non-Statutory Stock Option may be
purchased in whole or in part by the Participant at any time during the term of
such Non-Statutory Stock Option, or any portion thereof, once the Non-Statutory
Stock Option becomes exercisable.
(c) Non-Transferability. Unless otherwise determined by the Committee
-------------------
in accordance with this Section 6(c), a Participant may not transfer, assign,
hypothecate, or dispose of in any manner, other than by will or the laws of
intestate succession, a Non-Statutory Stock Option. The Committee may, however,
in its sole discretion, permit transferability or assignment of a Non-Statutory
Stock Option if such transfer or assignment is, in its sole determination, for
valid estate planning purposes and such transfer or assignment is permitted
under the Code and Rule 16b-3 under the Exchange Act. For purposes of this
Section 6(c), a transfer for valid estate planning purposes includes, but is not
limited to: (a) a transfer to a revocable intervivos trust as to which the
Participant is both the settlor and trustee, or (b) a transfer for no
consideration to: (i) any member of the Participant's Immediate Family, (ii) any
trust solely for the benefit of members of the Participant's Immediate Family,
(iii) any partnership whose only partners are members of the Participant's
Immediate Family, and (iv) any limited liability corporation or corporate entity
whose only members or equity owners are members of the Participant's Immediate
Family. For purposes of this Section 6(c), "Immediate Family" includes, but is
not necessarily limited to, a Participant's parents, grandparents, spouse,
children, grandchildren, siblings (including half bothers and sisters), and
individuals who are family members by adoption. Nothing contained in this
Section 6(c) shall be construed to require the Committee to give its approval to
any transfer or assignment of any Non-Statutory Stock Option or portion thereof,
and approval to transfer or assign any Non-Statutory Stock Option or portion
thereof does not mean that such approval will be given with respect to any other
Non-Statutory Stock Option or portion thereof. The transferee or assignee of any
Non-Statutory Stock Option shall be subject to all of the terms and conditions
applicable to such Non-Statutory Stock Option immediately prior to the transfer
or assignment and shall be subject to any other conditions proscribed by the
Committee with respect to such Non-Statutory Stock Option.
(d) Termination of Employment or Service (General). Unless otherwise
----------------------------------------------
determined by the Committee, upon the termination of a Participant's employment
or other service for any reason other than Retirement, Disability or death, a
Change in Control, or Termination for Cause, the Participant may exercise only
those Non-Statutory Stock Options that were immediately exercisable by the
Participant at the date of such termination and only for a period of three (3)
months following the date of such termination, or, if sooner, until the
expiration of the term of the Option.
A-5
<PAGE>
(e) Termination of Employment or Service (Retirement). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of a Participant's Retirement, the
Participant may exercise only those Non-Statutory Stock Options that were
immediately exercisable by the Participant at the date of Retirement and only
for a period of one (1) year from the date of Retirement or, if sooner, until
the expiration of the term of the Option.
(f) Termination of Employment or Service (Disability or Death). Unless
----------------------------------------------------------
otherwise determined by the Committee, in the event of the termination of a
Participant's employment or other service due to Disability or death, all Non-
Statutory Stock Options held by such Participant shall immediately become
exercisable and remain exercisable for a period two (2) years following the date
of such termination, or, if sooner, until the expiration of the term of the
Option.
(g) Termination of Employment or Service (Termination for Cause). Unless
------------------------------------------------------------
otherwise determined by the Committee, in the event of a Participant's
Termination for Cause, all rights with respect to the Participant's Non-
Statutory Stock Options shall expire immediately upon the effective date of such
Termination for Cause.
(h) Acceleration Upon a Change in Control. In the event of a Change in
-------------------------------------
Control all Non-Statutory Stock Options held by a Participant as of the date of
the Change in Control shall immediately become exercisable and shall remain
exercisable until the expiration of the term of the Non-Statutory Stock Options,
regardless of termination of employment or service.
(i) Payment. Payment due to a Participant upon the exercise of a Non-
-------
Statutory Stock Option shall be made in the form of shares of Common Stock.
7. INCENTIVE STOCK OPTIONS.
-----------------------
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded under this Plan,
grant Incentive Stock Options to an Employee upon such terms and conditions as
it may determine to the extent such terms and conditions are consistent with the
following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price of
--------------
each Incentive Stock Option. However, the Exercise Price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date of Grant;
provided, however, that if at the time an Incentive Stock Option is granted, the
Employee owns or is treated as owning, for purposes of Section 422 of the Code,
Common Stock representing more than 10% of the total combined voting securities
of the Holding Company ("10% Owner"), the Exercise Price shall not be less than
110% of the Fair Market Value of the Common Stock on the Date of Grant.
(b) Amounts of Incentive Stock Options. To the extent the aggregate Fair
----------------------------------
Market Value of shares of Common Stock with respect to which Incentive Stock
Options that are exercisable for the first time by an Employee during any
calendar year under the Plan and any other stock option plan of the Holding
Company or an Affiliate exceeds $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options in excess of such limit
shall be treated as Non-Statutory Stock Options. Fair Market Value shall be
determined as of the Date of Grant with respect to each such Incentive Stock
Option.
(c) Terms of Incentive Stock Options. The Committee shall determine the
--------------------------------
term during which a Participant may exercise an Incentive Stock Option, but in
no event may a Participant exercise an Incentive Stock Option, in whole or in
part, more than ten (10) years from the Date of Grant; provided, however, that
if at the time an Incentive Stock Option is granted to an Employee who is a 10%
Owner, the Incentive Stock Option granted to such Employee shall not be
exercisable after the expiration of five (5) years from the Date
A-6
<PAGE>
of Grant. The Committee shall also determine the date on which each Incentive
Stock Option, or any part thereof, first becomes exercisable and any terms or
conditions a Participant must satisfy in order to exercise each Incentive Stock
Option. The shares of Common Stock underlying each Incentive Stock Option may be
purchased in whole or in part at any time during the term of such Incentive
Stock Option after such Option becomes exercisable.
(d) Non-Transferability. No Incentive Stock Option shall be transferable
-------------------
except by will or the laws of descent and distribution and is exercisable,
during his or her lifetime, only by the Employee to whom the Committee grants
the Incentive Stock Option. The designation of a beneficiary does not constitute
a transfer of an Incentive Stock Option.
(e) Termination of Employment (General). Unless otherwise determined by
-----------------------------------
the Committee, upon the termination of a Participant's employment or other
service for any reason other than Retirement, Disability or death, a Change in
Control, or Termination for Cause, the Participant may exercise only those
Incentive Stock Options that were immediately exercisable by the Participant at
the date of such termination and only for a period of three (3) months following
the date of such termination, or, if sooner, until the expiration of the term of
the Option.
(f) Termination of Employment (Retirement). Unless otherwise determined by
--------------------------------------
the Committee, in the event of a Participant's Retirement, the Participant may
exercise only those Incentive Stock Options that were immediately exercisable by
the Participant at the date of Retirement and only for a period of one (1) year
from the date of Retirement, or, if sooner, until the expiration of the term of
the Option. Any Option originally designated as an Incentive Stock Option shall
be treated as a Non-Statutory Stock Option to the extent the Option does not
otherwise qualify as an Incentive Stock Option pursuant to Section 422 of the
Code.
(g) Termination of Employment (Disability or Death). Unless otherwise
-----------------------------------------------
determined by the Committee, in the event of the termination of a Participant's
employment or other service due to Disability or death, all Incentive Stock
Options held by such Participant shall immediately become exercisable and remain
exercisable for a period two (2) years following the date of such termination,
or, if sooner, until the expiration of the term of the Option. Any Option
originally designated as an Incentive Stock Option shall be treated as a Non-
Statutory Stock Option to the extent the Option does not otherwise qualify as an
Incentive Stock Option pursuant to Section 422 of the Code.
(h) Termination of Employment (Termination for Cause). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of an Employee's Termination for
Cause, all rights under such Employee's Incentive Stock Options shall expire
immediately upon the effective date of such Termination for Cause.
(i) Acceleration Upon a Change in Control. In the event of a Change in
-------------------------------------
Control all Incentive Stock Options held by a Participant as of the date of the
Change in Control shall immediately become exercisable and shall remain
exercisable until the expiration of the term of the Incentive Stock Options
regardless of termination of employment or service. Any Option originally
designated as an Incentive Stock Option shall be treated as a Non-Statutory
Stock Option to the extent the Option does not otherwise qualify as an Incentive
Stock Option pursuant to Section 422 of the Code.
(j) Payment. Payment due to a Participant upon the exercise of an
-------
Incentive Stock Option shall be made in the form of shares of Common Stock.
(k) Disqualifying Dispositions. Each Award Agreement with respect to an
--------------------------
Incentive Stock Option shall require the Participant to notify the Committee of
any disposition of shares of Common Stock issued pursuant to the exercise of
such Option under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions) within 10 days of such
disposition.
A-7
<PAGE>
8. STOCK AWARDS.
------------
The Committee may make grants of Stock Awards, which shall consist of the
grant of some number of shares of Common Stock, to a Participant upon such terms
and conditions as it may determine to the extent such terms and conditions are
consistent with the following provisions:
(a) Grants of the Stock Awards. Stock Awards may only be made in whole
--------------------------
shares of Common Stock. Stock Awards may only be granted from shares reserved
under the Plan and available for award at the time the Stock Award is made to
the Participant.
(b) Terms of the Stock Awards. The Committee shall determine the dates on
-------------------------
which Stock Awards granted to a Participant shall vest and any terms or
conditions which must be satisfied prior to the vesting of any Stock Award or
portion thereof. Any such terms or conditions shall be determined by the
Committee as of the Date of Grant.
(c) Termination of Employment or Service (General). Unless otherwise
----------------------------------------------
determined by the Committee, upon the termination of a Participant's employment
or service for any reason other than Retirement, Disability or death, a Change
in Control, or Termination for Cause, any Stock Awards in which the Participant
has not become vested as of the date of such termination shall be forfeited and
any rights the Participant had to such Stock Awards shall become null and void.
(d) Termination of Employment or Service (Retirement). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of a Participant's Retirement, any
Stock Awards in which the Participant has not become vested as of the date of
Retirement shall be forfeited and any rights the Participant had to such
unvested Stock Awards shall become null and void.
(e) Termination of Employment or Service (Disability or Death). Unless
----------------------------------------------------------
otherwise determined by the Committee, in the event of a termination of the
Participant's service due to Disability or death all unvested Stock Awards held
by such Participant shall immediately vest as of the date of such termination.
(f) Termination of Employment or Service (Termination for Cause). Unless
------------------------------------------------------------
otherwise determined by the Committee, in the event of the Participant's
Termination for Cause, all Stock Awards in which the Participant had not become
vested as of the effective date of such Termination for Cause shall be forfeited
and any rights such Participant had to such unvested Stock Awards shall become
null and void.
(g) Acceleration Upon a Change in Control. In the event of a Change in
-------------------------------------
Control all unvested Stock Awards held by a Participant shall immediately vest.
(h) Issuance of Certificates. Unless otherwise held in Trust and
------------------------
registered in the name of the Trustee, reasonably promptly after the Date of
Grant with respect to shares of Common Stock pursuant to a Stock Award, the
Holding Company shall cause to be issued a stock certificate, registered in the
name of the Participant to whom such Stock Award was granted, evidencing such
shares; provided, that the Holding Company shall not cause such a stock
certificate to be issued unless it has received a stock power duly endorsed in
blank with respect to such shares. Each such stock certificate shall bear the
following legend:
"The transferability of this certificate and the shares
of stock represented hereby are subject to the
restrictions, terms and conditions (including forfeiture
provisions and restrictions against transfer) contained in
the Pulaski Financial Corp. 2000 Stock-Based Incentive Plan
and Award Agreement entered into between the registered
owner of such shares and Pulaski Financial Corp. or its
Affiliates. A copy of the Plan and Award Agreement is on
file in the office of the Corporate Secretary of Pulaski
A-8
<PAGE>
Financial Corp. located at 12300 Olive Boulevard, St. Louis,
Missouri 63141.
Such legend shall not be removed until the Participant becomes vested in such
shares pursuant to the terms of the Plan and Award Agreement. Each certificate
issued pursuant to this Section 8(h), in connection with a Stock Award, shall be
held by the Holding Company or its Affiliates, unless the Committee determines
otherwise.
(i) Non-Transferability. Except to the extent permitted by the Code, the
-------------------
rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:
(i) The recipient of a Stock Award shall not sell, transfer, assign,
pledge, or otherwise encumber shares subject to the Stock Award
until full vesting of such shares has occurred. For purposes of
this section, the separation of beneficial ownership and legal
title through the use of any "swap" transaction is deemed to be a
prohibited encumbrance.
(ii) Unless determined otherwise by the Committee and except in the
event of the Participant's death or pursuant to a domestic
relations order, a Stock Award is not transferable and may be
earned in his or her lifetime only by the Participant to whom it
is granted. Upon the death of a Participant, a Stock Award is
transferable by will or the laws of descent and distribution. The
designation of a beneficiary shall not constitute a transfer.
(iii) If a recipient of a Stock Award is subject to the provisions of
Section 16 of the Exchange Act, shares of Common Stock subject
to such Stock Award may not, without the written consent of the
Committee (which consent may be given in the Award Agreement),
be sold or otherwise disposed of within six (6) months following
the date of grant of the Stock Award.
(j) Accrual of Dividends. To the extent Stock Awards are held in Trust and
--------------------
registered in the name of the Trustee, unless otherwise specified by the Trust
agreement, whenever shares of Common Stock underlying a Stock Award are
distributed to a Participant or beneficiary thereof under the Plan, such
Participant or beneficiary shall also be entitled to receive, with respect to
each such share distributed, a payment equal to any cash dividends and the
number of shares of Common Stock equal to any stock dividends, declared and paid
with respect to a share of the Common Stock if the record date for determining
shareholders entitled to receive such dividends falls between the date the
relevant Stock Award was granted and the date the relevant Stock Award or
installment thereof is issued. There shall also be distributed an appropriate
amount of net earnings, if any, of the Trust with respect to any dividends paid
out on the shares related to the Stock Award.
(k) Voting of Stock Awards. After a Stock Award has been granted but for
----------------------
which the shares covered by such Stock Award have not yet been vested, earned
and distributed to the Participant pursuant to the Plan, the Participant shall
be entitled to vote or to direct the Trustee to vote, as the case may be, such
shares of Common Stock which the Stock Award covers subject to the rules and
procedures adopted by the Committee for this purpose and in a manner consistent
with the Trust agreement.
(l) Payment. Payment due to a Participant upon the redemption of a Stock
-------
Award shall be made in the form of shares of Common Stock.
A-9
<PAGE>
9. DEFERRED PAYMENTS.
-----------------
The Committee, in its discretion, may permit a Participant to elect to
defer receipt of all or any part of any cash or stock payment under the Plan, or
the Committee may determine to defer receipt by some or all Participants, of all
or part of any such payment. The Committee shall determine the terms and
conditions of any such deferral, including the period of deferral, the manner of
deferral, and the method for measuring appreciation on deferred amounts until
their payout.
10. METHOD OF EXERCISE OF OPTIONS.
-----------------------------
Subject to any applicable Award Agreement, any Option may be exercised by
the Participant in whole or in part at such time or times, and the Participant
may make payment of the Exercise Price in such form or forms permitted by the
Committee, including, without limitation, payment by delivery of cash, Common
Stock or other consideration (including, where permitted by law and the
Committee, Awards) having a Fair Market Value on the day immediately preceding
the exercise date equal to the total Exercise Price, or by any combination of
cash, shares of Common Stock and other consideration, including exercise by
means of a cashless exercise arrangement with a qualifying broker-dealer, as the
Committee may specify in the applicable Award Agreement.
11. RIGHTS OF PARTICIPANTS.
----------------------
No Participant shall have any rights as a shareholder with respect to any
shares of Common Stock covered by an Option until the date of issuance of a
stock certificate for such Common Stock. Nothing contained herein or in any
Award Agreement confers on any person any right to continue in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the Holding Company or an Affiliate to terminate a Participant's
services.
12. DESIGNATION OF BENEFICIARY.
--------------------------
A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.
13. DILUTION AND OTHER ADJUSTMENTS.
------------------------------
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, reorganization, combination or exchange of shares, or other similar
corporate change, or other increase or decrease in such shares without receipt
or payment of consideration by the Holding Company, or in the event an
extraordinary capital distribution is made, the Committee may make such
adjustments to previously granted Awards, to prevent dilution, diminution, or
enlargement of the rights of the Participant, including any or all of the
following:
(a) adjustments in the aggregate number or kind of shares of Common Stock
or other securities that may underlie future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares of Common Stock
or other securities underlying Awards already made under the Plan;
A-10
<PAGE>
(c) adjustments in the Exercise Price of outstanding Incentive and/or Non-
Statutory Stock Options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award. All Awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company. Notwithstanding the above, in the event of an extraordinary capital
distribution, any adjustment under this Section 13 shall be subject to required
approval by the Office of Thrift Supervision.
14. TAXES.
-----
(a) Whenever under this Plan, cash or shares of Common Stock are to be
delivered upon exercise or payment of an Award or any other event with respect
to rights and benefits hereunder, the Committee shall be entitled to require as
a condition of delivery (i) that the Participant remit an amount sufficient to
satisfy all federal, state, and local withholding tax requirements related
thereto, (ii) that the withholding of such sums come from compensation otherwise
due to the Participant or from any shares of Common Stock due to the Participant
under this Plan or (iii) any combination of the foregoing; provided, however,
that no amount shall be withheld from any cash payment or shares of Common Stock
relating to an Award which was transferred by the Participant in accordance with
this Plan. Furthermore, Participants may direct the Committee to instruct the
Trustee to sell shares of Common Stock to be delivered upon the payment of an
Award to satisfy tax obligations.
(b) If any disqualifying disposition described in Section 7(k) is made
with respect to shares of Common Stock acquired under an Incentive Stock Option
granted pursuant to this Plan, or any transfer described in Section 6(c) is
made, or any election described in Section 15 is made, then the person making
such disqualifying disposition, transfer, or election shall remit to the Holding
Company or its Affiliates an amount sufficient to satisfy all federal, state,
and local withholding taxes thereby incurred; provided that, in lieu of or in
addition to the foregoing, the Holding Company or its Affiliates shall have the
right to withhold such sums from compensation otherwise due to the Participant,
or, except in the case of any transfer pursuant to Section 6(c), from any shares
of Common Stock due to the Participant under this Plan.
15. NOTIFICATION UNDER SECTION 83(b).
--------------------------------
The Committee may, on the Date of Grant or any later date, prohibit a
Participant from making the election described below. If the Committee has not
prohibited such Participant from making such election, and the Participant
shall, in connection with the exercise of any Option, or the grant of any Stock
Award, make the election permitted under Section 83(b) of the Code, such
Participant shall notify the Committee of such election within 10 days of filing
notice of the election with the Internal Revenue Service, in addition to any
filing and notification required pursuant to regulations issued under the
authority of Section 83(b) of the Code.
16. AMENDMENT OF THE PLAN AND AWARDS.
--------------------------------
(a) Except as provided in paragraph (c) of this Section 16, the Board of
Directors may at any time, and from time to time, modify or amend the Plan in
any respect, prospectively or retroactively; provided, however, that provisions
governing grants of Incentive Stock Options shall be submitted for shareholder
approval to the extent required by law, regulation or otherwise. Failure to
ratify or approve amendments or modifications by shareholders shall be effective
only as to the specific amendment or modification requiring such ratification or
approval. Other provisions of this Plan will remain in full force
A-11
<PAGE>
and effect. No such termination, modification or amendment may adversely affect
the rights of a Participant under an outstanding Award without the written
permission of such Participant.
(b) Except as provided in paragraph (c) of this Section 16, the Committee
may amend any Award Agreement, prospectively or retroactively; provided,
however, that no such amendment shall adversely affect the rights of any
Participant under an outstanding Award without the written consent of such
Participant.
(c) In no event shall the Board of Directors amend the Plan or shall the
Committee amend an Award Agreement in any manner that has the effect of:
(i) Allowing any Option to be granted with an Exercise Price below
the Fair Market Value of the Common Stock on the Date of Grant.
(ii) Allowing the Exercise Price of any Option previously granted
under the Plan to be reduced subsequent to the Date of Award.
(d) Notwithstanding anything in this Plan or any Award Agreement to the
contrary, if any Award or right under this Plan would, in the opinion
of the Holding Company's accountants, cause a transaction to be
ineligible for pooling of interest accounting that would, but for such
Award or right, be eligible for such accounting treatment, the
Committee, at its discretion, may modify, adjust, eliminate or
terminate the Award or right so that pooling of interest accounting is
available.
17. EFFECTIVE DATE OF PLAN.
----------------------
The Plan shall become effective upon shareholder approval.
18. TERMINATION OF THE PLAN.
----------------------
The right to grant Awards under the Plan will terminate upon the earlier
of: (i) ten (10) years after the Effective Date; (ii) the issuance of a number
of shares of Common Stock pursuant to the exercise of Options or the
distribution of Stock Awards is equivalent to the maximum number of shares
reserved under the Plan as set forth in Section 4 hereof. The Board of Directors
has the right to suspend or terminate the Plan at any time, provided that no
such action will, without the consent of a Participant, adversely affect a
Participant's vested rights under a previously granted Award.
19. APPLICABLE LAW.
--------------
The Plan will be administered in accordance with the laws of the State of
Delaware to the extent not pre-empted by applicable federal law.
20. TREATMENT OF UNVESTED, UNEXERCISED, OR NON-EXERCISABLE AWARDS UPON A CHANGE
---------------------------------------------------------------------------
IN CONTROL.
----------
In the event of a Change in Control where the Holding Company or the Bank
is not the surviving entity, the Board of Directors of the Holding Company
and/or the Bank, as applicable, shall require that the successor entity take one
of the following actions with respect to all Awards held by Participants at the
date of the Change in Control:
A-12
<PAGE>
(a) Assume the Awards with the same terms and conditions as granted to the
Participant under this Plan; or
(b) Replace the Awards with comparable Awards, subject to the same or more
favorable terms and conditions as the Award granted to the Participant under
this Plan, whereby the Participant will be granted common stock or the option to
purchase common stock of the successor entity; or
(c) Replace the Awards with an immediate cash payment of equivalent value.
A-13
<PAGE>
REVOCABLE PROXY
PULASKI FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 21, 2000
The undersigned hereby appoints the official Proxy Committee of the Board
of Directors of Pulaski Financial Corp. (the "Company"), consisting of William
A. Donius, Thomas F. Hack and Michael J. Donius, with full powers of
substitution to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders to be held at The St. Louis Art Museum, 1
Fine Arts Drive, Forest Park, Missouri (rear entrance), on Friday, January 21,
2000, at 2:00 p.m., local time, and at any and all adjournments thereof, as
follows:
This proxy card will also be used to provide voting instructions to the
trustees for any shares of common stock of the Company allocated to participants
under the Pulaski Bank Employee Stock Ownership Plan or the Pulaski Bank's
401(k) Plan.
Please be sure to sign and date Date __________________________
this Proxy in the box below.
_______________________________ _______________________________
Stockholder sign above Co-holder (if any) signature
<TABLE>
<CAPTION>
FOR ALL
FOR WITHHELD EXCEPT
--- -------- -------
<S> <C> <C> <C>
1. The election as director of the nominees [_] [_] [_]
listed below (except as marked to the
contrary below).
E. Douglas Britt
Michael J. Donius
Garland A. Dorn
INSTRUCTIONS: To withhold your vote
for any individual nominee, write the
nominee's name on the line below.
_________________
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
2. The ratification of the Pulaski Financial Corp. [_] [_] [_]
2000 Stock-Based Incentive Plan
3. The ratification of Deloitte & Touche LLP [_] [_] [_]
as independent auditors for the fiscal
year ending September 30, 2000
4. In their discretion, upon such other matters as may properly come before the meeting.
</TABLE>
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO
INSTRUCTIONS ARE SPECIFIED THIS PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY
THE BOARD OF DIRECTORS IN ITS BEST JUDGMENT. PRESENTLY, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO
CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT
TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE
OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING.
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the above signed be present and elect to vote in person at the
Meeting or at any adjournment thereof and after notification to the Secretary of
the Company at the Meeting of the stockholder's decision to terminate this
proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The above signed acknowledges receipt from the Company prior to the
execution of this proxy, of the Notice of the Annual Meeting of Stockholders, a
Proxy Statement for the Annual Meeting of Stockholders and the 1999 Annual
Report to Stockholders.
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, indicate your full title. If
shares are held jointly, only one registered holder need sign.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
