Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
MARATHON BANCORP
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 95-3770539
---------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11150 W. OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
(Address of Principal Executive Offices)
MARATHON BANCORP 1998 STOCK OPTION PLAN
(Full Title of the Plan)
CRAIG D. COLLETTE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
11150 W. OLYMPIC BOULEVARD, LOS ANGELES, CALIFORNIA 90064
(Name and Address of Agent for Service)
(310) 996-9100
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
Gary Steven Findley, Esq. or Thomas Q. Kwan, Esq.
Gary Steven Findley & Associates
1470 North Hundley Street
Anaheim, California 92806
(714) 630-7136
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
Of Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(a) PerShare(b) Offering Price Fee
- --------------------------------------------------------------------------------
Common stock 700,000 Shares $2.85 $1,995,000 $554.61
(No Par Value)
- --------------------------------------------------------------------------------
(a) The number of shares being registered is the number of shares issuable
under the Marathon Bancorp 1998 Stock Option Plan (the "1998 Plan"). Because of
certain events specified in the 1998 Plan, an indeterminate number of shares may
additionally become subject to issuance under the 1998 Plan.
(b) Estimated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee, utilizing the $2.85 as the average of the bid and asked
price of Marathon Bancorp's common stock as of January 11, 1999.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
- ------- -------------------------------------------
Marathon Bancorp. (the "Registrant") hereby incorporates by reference the
documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
(a) The Registrant's last annual report filed on Form 10-KSB for December
31, 1997 filed by the Registrant pursuant to Section 13(a) of the Securities
Exchange Act of 1934.
(b) The Registrant's quarterly report filed on Form 10-QSB for the quarters
ended September 30, 1998.
(c) The description of the Registrant's common stock is contained in its
Registration Statement on Form SB-2, file number 333-25479.
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other document subsequently filed, which also is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
- ------- ---------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------- -------------------------------------------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------- ---------------------------------------------
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law. The Articles of Incorporation of the
Registrant further provide for the elimination of directors liability for
monetary damages to the maximum extent allowed by California law. The
indemnification laws of the State of California generally allow indemnification,
in matters not involving the right of the corporation, to an agent of the
corporation if such person acted in good faith, in a manner such person
reasonably believed to be in the best interests of the corporation and in the
case of a criminal matter, had no reasonable cause to believe the conduct of
such person was unlawful. California laws, with respect to matters involving
the right of a corporation, allow indemnification to an agent of the
corporation, if such person acted in good faith, in a manner such person
believed to be in the best interests of the corporation and its shareholders;
provided that there shall be no indemnification for: (i) amounts paid in the
settlement without court approval for a pending action; (ii) expenses incurred
in defending a pending action which is settled or otherwise disposed of without
court approval; (iii) matters in which such person shall have been adjudged to
be liable to the corporation unless the court determines that such person is
entitled to be indemnified; or (iv) other matters specified in the California
Corporations Code.
Registrant's Bylaws provide that Registrant shall to the maximum extent
permitted by law have the power to indemnify its directors, officers and
employees. Registrant's Bylaws also provide that Registrant shall have the
power to purchase and maintain insurance covering its directors, officers and
employees against any liability asserted against any of them and incurred by any
of them, whether or not Registrant would have the power to indemnify them
against such liability under the provisions of applicable law or the provisions
of Registrant's Bylaws. Each of the directors and executive officers of
Registrant has an indemnification agreement with Registrant that provides that
Registrant shall indemnify such person to the full extent authorized by the
applicable provisions of California law and further provide advances to pay for
any expenses which would be subject to reimbursement
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------- --------------------------------------
Not Applicable.
ITEM 8. EXHIBITS
- ------- --------
5.1 Opinion re: Legality
23.1 Consent of Vavrinek, Trine & Day and Company
99.1 Marathon Bancorp 1998 Stock Option Plan and Agreements
ITEM 9. UNDERTAKINGS
- ------- ------------
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Los Angeles, State of California, on January 11, 1999.
MARATHON BANCORP
/s/ Craig C. Collette
---------------------
Craig D. Collette
President & CEO
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
- ---------------------, Director
Robert J. Abernethy
- ---------------------, Director
Frank Jobe, M.D.
/s/ C. Thomas Mallos
- ---------------------, Director January 11, 1999
C. Thomas Mallos
- ---------------------, Director
Robert Oltman
/s/ Ann Pappas
- ---------------------, Director January 11, 1999
Ann Pappas
/s/ Nikolas Patsaouras
- ---------------------, Chairman January 11, 1999
Nikolas Patsaouras
/s/ Craig C. Collette
- --------------------------, Director, President and January 11, 1999
Craig D. Collette Chief Executive Officer
/s/ Howard J. Stanke
- --------------------------, Executive Vice President, January 11, 1999
Howard J. Stanke Principal Financial Officer
and Principal Accounting
Officer
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- -----------
5.1 Opinion re: Legality 8
23.1 Consent of Vavrinek, Trine, Day & Company 10
99.1 Marathon Bancorp 1998 Stock
Option Plan and Agreements 12
<PAGE>
EXHIBIT 5.1
OPINION RE: LEGALITY
<PAGE>
G A R Y S T E V E N F I N D L E Y & A S S O C I A T E S
Gary Steven Findley* A PROFESSIONAL CORPORATION Telephone
Thomas Q. Kwan ATTORNEYS AT LAW (714) 630-7136
Laura Dean-Richardson Telecopier
Debra L. Barbin 1470 NORTH HUNDLEY STREET (714) 630-7910
- ---- ANAHEIM, CALIFORNIA 92806 (714) 630-2279
*A Professional Corporation
December 18, 1998
Marathon Bancorp
11150 W. Olympic Boulevard
Los Angeles, California, 90064
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement to be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, for the offer and sale, pursuant
to the Marathon Bancorp 1998 Stock Option Plan, of 700,000 shares of Marathon
Bancorp common stock, no par value (the "Common Stock") issuable upon exercise
of stock options to be granted under the Marathon Bancorp 1998 Stock Option
Plan. We are familiar with the actions taken or to be taken in connection with
the authorization, issuance and sale of the Common Stock.
It is our opinion that, subject to said proceedings being duly taken and
completed as now contemplated before the issuance of the Common Stock, said
Common Stock, will, upon the issuance and sale thereof in accordance with the
Marathon Bancorp 1998 Stock Option Plan referred to in the Registration
Statement, be legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Respectfully submitted,
GARY STEVEN FINDLEY & ASSOCIATES
By: /s/ Thomas Q. Kwan
Thomas Q. Kwan
Attorney at Law
TQK:bl
<PAGE>
EXHIBIT 23.1
CONSENT OF VAVRINEK, TRINE, DAY & COMPANY
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Board of Directors and Shareholders
Marathon Bancorp
Los Angeles, California
We consent to the incorporation by reference in the Registration Statement of
Marathon Bancorp on form S-8 of our report dated January 27, 1998, on our audit
of the consolidated balance sheet of Marathon Bancorp as of December 31, 1997,
and the related consolidated statements of operations, changes in stockholder's
equity and cash flows for each of the two years in the period ended December 31,
1997, which report is incorporated by reference in the 1997 Annual Report on
Forn 10-KSB.
Vavrinek, Trine Day & Co., LLP
Laguna Hills, California
January 12, 1999
<PAGE>
EXHIBIT 99.1
MARATHON BANCORP 1998 STOCK OPTION PLAN
STOCK OPTION AGREEMENTS
<PAGE>
MARATHON BANCORP
1998 STOCK OPTION PLAN
1. PURPOSE
-------
The purpose of the Marathon Bancorp 1998 Stock Option Plan (the "Plan") is
to strengthen Marathon Bancorp ("Company") and those corporations which are or
hereafter become subsidiary corporations of the Company by providing an
additional means of attracting and retaining competent directors, officers and
management level employees and by providing to participating directors, officers
and management level employees added incentive for high levels of performance.
The Plan seeks to accomplish these purposes and achieve these results by
providing a means whereby such directors, officers and management level
employees may purchase shares of the common stock of the Company pursuant to
options granted in accordance with the Plan.
Options granted pursuant to the Plan are intended to be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended from time to time (the "Code"), or "nonqualified stock
options", as shall be determined and designated upon the grant of each option
hereunder.
2. ADMINISTRATION
--------------
The Plan shall be administered by the Board of Directors (the "Board").
Any action of the Board with respect to the administration of the Plan shall be
taken pursuant to a majority vote, or the unanimous written consent, of its
members. Subject to the express provisions of the Plan, the Board shall have
the authority to construe and interpret the Plan, define the terms used herein,
prescribe, amend and rescind, the rules and regulations relating to
administration of the Plan, and make all other determinations necessary or
advisable for administration of the Plan.
All decisions, determinations, interpretations or other actions by the
Board shall be final, conclusive and binding on all persons, optionees,
grantees, subsidiary corporations of the Company and any successors-in-interest
to such parties.
3. INCENTIVE STOCK OPTIONS
-------------------------
All options granted which are designated at the time of grant as an
"incentive stock option" shall be deemed an incentive stock option.
(a) Incentive stock options granted under the Plan are intended to be
qualified under Section 422 of the Code.
(b) Full-time salaried officers and management level employees of the
Company or a subsidiary corporation (as that term is defined in Section 424(f)
of the Code), shall be eligible for selection to participate in the incentive
stock option portion of the Plan. No director of the Company who is not also a
full-time salaried officer or employee of the Company or a subsidiary
corporation, may be granted an incentive stock option hereunder. Subject to the
express provisions of the Plan, the Board shall (i) select from the eligible
class of employees and determine to whom incentive stock options shall be
granted, (ii) determine the discretionary terms and provisions of the respective
incentive stock option agreements (which need not be identical), (iii) determine
the times at which such incentive stock options shall be granted, (iv) determine
the number of shares subject to each incentive stock option, and (v) grant such
incentive stock options to such individuals. An individual who has been granted
an incentive stock option may, if he or she is otherwise eligible under the
Plan, be granted additional incentive stock options if the Board shall so
determine.
(c) Except as described in subsection (e) below, the Board shall not
grant an incentive stock option to purchase shares of the Company's common stock
to any individual who, at the time of the grant, owns stock possessing more than
10% of the total combined voting power or value of all classes of stock of the
Company or a subsidiary corporation. The attribution rules of Section 424(d) of
the Code shall apply in the determination of ownership of stock for these
purposes.
(d) The aggregate fair market value (determined as of the time the
incentive stock option is granted) of stock with respect to which incentive
stock options are exercisable for the first time by an individual during any
calendar year (under all plans of the Company and its subsidiary corporations,
if any) shall not exceed $100,000, plus any greater amount as may be permitted
under subsequent amendments to the Code.
(e) The purchase price of stock subject to each incentive stock option
shall be determined by the Board but shall not be less than one hundred percent
(100%) of the fair market value of such stock at the time such option is
granted, except, in the case of optionees who at the time of the grant own more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, its parent or subsidiary corporation, in which case the
purchase price of the stock shall not be less than one hundred ten percent
(110%) of the fair market value of such stock at the time such option is granted
and the term of such option shall be for no more than five (5) years. The fair
market value of such stock shall be determined in accordance with any reasonable
valuation method, including the valuation methods described in Treasury
Regulation Section 20.2031-2.
4. NONQUALIFIED STOCK OPTIONS
----------------------------
(a) All options granted which are (i) in excess of the aggregate fair
market value limitations set forth in Section 3(d) hereof, (ii) designated at
the time of the grant as "nonqualified", or (iii) intended to be incentive stock
options but do not meet the requirements of incentive stock options, shall be
deemed nonqualified stock options. Nonqualified stock options granted hereunder
shall be so designated in the nonqualified stock option agreement entered into
between the Company and the optionee.
(b) Directors, full-time salaried officers and management level
employees of the Company or a subsidiary corporation shall be eligible for
selection to participate in the nonqualified stock option portion of the Plan.
Subject to the express provisions of the Plan, the Board shall (i) select from
the eligible class of individuals and determine to whom nonqualified stock
options shall be granted, (ii) determine the discretionary terms and provisions
of the respective nonqualified stock option agreements (which need not be
identical), (iii) determine the times at which such nonqualified stock options
shall be granted, (iv) determine the number of shares subject to each
nonqualified stock option and (v) grant such nonqualified stock options to such
individuals. An individual who has been granted a nonqualified stock option
may, if he or she is otherwise eligible under the Plan, be granted additional
nonqualified stock options if the Board shall so determine.
(c) The purchase price of stock subject to each nonqualified stock
option shall be determined by the Board but shall not be less than one hundred
percent (100%) of the fair market value of such stock at the time such option is
granted, except, in the case of optionees who at the time of the grant own more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, its parent or subsidiary corporations, in which case the
purchase price of the stock shall not be less than one hundred ten percent
(110%) of the fair market value of such stock at the time such option is
granted. The fair market value of such stock shall be determined in accordance
with any reasonable valuation method, including the valuation methods described
in Treasury Regulation 20.2031-2.
5. STOCK SUBJECT TO THE PLAN
-----------------------------
Subject to adjustments as provided in Section 12, hereof, the stock to be
offered under the Plan shall be shares of the Company's authorized but unissued
common stock (hereinafter called "stock") and the aggregate amount of stock to
be delivered upon exercise of all options granted under the Plan shall not
exceed 700,000 shares. If any option shall be canceled, surrendered or expire
for any reason without having been exercised in full, the underlying shares
subject thereto shall again be available for purposes of the Plan.
6. CONTINUATION OF EMPLOYMENT
----------------------------
Nothing contained in the Plan (or in any option agreement) shall obligate
the Company or a subsidiary corporation to employ any optionee for any period or
interfere in any way with the right of the Company or a subsidiary corporation
to reduce the optionee's compensation. However, the Company may not reduce the
terms of any option without the approval of the optionee.
7. EXERCISE OF OPTIONS
---------------------
No option shall be exercisable until all necessary regulatory and
shareholder approvals of the Plan are obtained. Except as otherwise provided in
this section, each option shall be exercisable in such installments, which need
not be equal, and upon such contingencies as the Board shall determine;
provided, however, that if an optionee shall not in any given installment period
purchase all of the shares which the optionee is entitled to purchase in such
installment period, the optionee's right to purchase any shares not purchased in
such installment period shall continue until expiration or termination of such
option. Notwithstanding the foregoing, the options shall vest at the rate of at
least 20% per year over a five year period from the date the option is granted.
Fractional share interests shall be disregarded, except that they may be
accumulated. Not less than ten (10) shares may be purchased at any one time
unless the number of shares purchased is the total number of shares which is
exercisable at such time. Options may be exercised by written notice delivered
to the Company stating the number of shares with respect to which the option is
being exercised, together with the full purchase price for such shares. Payment
of the option price in full, for the number of shares to be delivered, must be
made (a) in cash or (b) subject to applicable law, with the Company's stock
previously acquired by the optionee and held by the optionee for a period of at
least six months. Notwithstanding the foregoing, in the event an optionee who
has an incentive stock option does exercise the incentive stock option by
utilizing (b) above, the optionee should obtain tax advice as to the
consequences of such action. The equivalent dollar value of shares used to
effect a purchase shall be the fair market value of the shares on the date of
exercise. If the option is being exercised by any person other than the
optionee, said notice shall be accompanied by proof, satisfactory to counsel for
the Company, of the right of such person to exercise the option. Optionees will
have no rights as shareholders with respect to stock of the Company subject to
their stock option agreements until the date of issuance of the stock
certificate to them.
8. NONTRANSFERABILITY OF OPTIONS
-------------------------------
Each option shall, by its terms, be nontransferable by the optionee other
than by will or the laws of descent and distribution, and shall be exercisable
during his or her lifetime only by the optionee.
9. CESSATION OF DIRECTORSHIP OR EMPLOYMENT
-------------------------------------------
Except as provided in Sections 10 and 20 hereof, if an optionee ceases to
be a director or an employee of the Company or a subsidiary corporation for any
reason other than his or her disability (as defined in Section 22(e)(3) of the
Code) or death, the optionee's option shall expire three (3) months after the
date of termination of such directorship or employment. During the period after
cessation of directorship or employment, such option shall be exercisable only
as to those installments, if any, which have accrued and/or vested as of the
date on which the optionee ceased to be a director or an employee of the Company
or a subsidiary corporation.
10. TERMINATION OF EMPLOYMENT FOR CAUSE
---------------------------------------
If the stock option agreement so provides and if an optionee's employment
by the Company or a subsidiary corporation is terminated for cause, the
optionee's option shall expire thirty (30) days from the date of such
termination. Termination for cause shall include, but not be limited to,
termination for malfeasance or gross misfeasance in the performance of duties or
conviction of a crime involving moral turpitude, and, in any event, the
determination of the Board with respect thereto shall be final and conclusive.
11. DISABILITY OR DEATH OF OPTIONEE
-----------------------------------
If any optionee dies while serving as a director or an employee of the
Company or a subsidiary corporation, the option shall expire one (1) year after
the date of such death, except as provided in Section 20 hereof. After such
death but before such expiration, the persons to whom the optionee's rights
under the option shall have passed by will or by the laws of descent and
distribution or the executor or administrator of optionee's estate shall have
the right to exercise such option to the extent that installments, if any, had
accrued and/or vested as of the date on which the optionee ceased to be a
director or an employee of the Company or a subsidiary corporation.
If the optionee shall terminate his or her employment because of disability
(as defined in Section 22(e)(3) of the Code), the optionee may exercise this
option to the extent he or she is entitled to do so at the date of termination,
at any time within one (1) year of the date of termination, except as provided
in Section 20 hereof.
If any optionee dies during the three (3) month period referred to in
Section 9 hereof, the option shall expire one (1) year after the date of such
death, except as provided in Section 20 hereof.
12. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
---------------------------------------------
If the outstanding shares of the stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger, recapitalization
(meaning a change in the rights, preferences, privileges, or restrictions on the
Company's common stock), reclassification, stock split, stock dividend, stock
consolidation or otherwise, without consideration to the Company, an appropriate
and proportionate adjustment shall be made in the number and kind of shares as
to which options may be granted. A corresponding adjustment changing the number
or kind of shares and the exercise price per share allocated to unexercised
options or portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an outstanding
option shall be made without change in the total price applicable to the
unexercised portion of the option, but with a corresponding adjustment in the
price for each share subject to the option. Any adjustment under this Section
12 shall be made by the Board, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final and conclusive. No fractional
shares of stock shall be issued or made available under the Plan on account of
any such adjustment, and fractional share-interests shall be disregarded, except
that they may be accumulated.
13. TERMINATING EVENTS
-------------------
A Terminating Event shall be defined as any one of the following events:
(i) a dissolution or liquidation of the Company; (ii) a reorganization, merger
or consolidation of the Company with one or more corporations, the result of
which (A) the Company is not the surviving corporation, or (B) the Company
becomes a subsidiary of another corporation (which shall be deemed to have
occurred if another corporation shall own directly or indirectly, over 80% of
the aggregate voting power of all outstanding equity securities of the Company);
(iii) a sale of substantially all the assets of the Company to another
corporation; or (iv) a sale of the equity securities of the Company representing
more than 80% of the aggregate voting power of all outstanding equity securities
of the Company to any person or entity, or any group of persons and/or entities
acting in concert. When the Company knows that a Terminating Event will occur
(i) the Company shall deliver to each optionee no less than thirty (30) days
prior to the Terminating Event, written notification of the Terminating Event
and the optionee's right to exercise all options granted pursuant to the Plan,
whether or not vested under the Plan or applicable stock option agreement, and
(ii) all outstanding options granted pursuant to the Plan shall completely vest
and become immediately exercisable as to all shares granted pursuant to the
option immediately prior to such Terminating Event. This right of exercise
shall be conditional upon execution of a final plan of dissolution or
liquidation or a definitive agreement of consolidation or merger. Upon the
occurrence of the Terminating Event all outstanding options and the Plan shall
terminate; provided, however, that any outstanding options not exercised as of
the occurrence of the Terminating Event shall not terminate if there is a
successor corporation which assumes the outstanding options or substitutes for
such options, new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and prices.
14. AMENDMENT AND TERMINATION
---------------------------
The Board may at any time suspend, amend or terminate the Plan and may,
with the consent of the optionee, make such modification of the terms and
conditions of the option as it shall deem advisable; provided that, except as
permitted under the provisions of Sections 12 and 13 hereof, no amendment or
modification which would:
(a) increase the maximum number of shares which may be purchased
pursuant to options granted under the Plan either in the aggregate or by an
individual;
(b) change the minimum option price;
(c) increase the maximum term of options provided for herein; or
(d) permit options to be granted to anyone other than directors,
full-time salaried officers or management level employees of the Company or a
subsidiary corporation;
may be adopted without the Company having first obtained any necessary
regulatory and shareholder approvals required by law.
No option may be granted during any suspension or after termination of the
Plan. Amendment, suspension or termination of the Plan shall not (except as
otherwise provided in Section 12 hereof), without the consent of the optionee,
alter or impair any rights or obligations under any option theretofore granted.
15. TIME OF GRANTING OPTIONS
---------------------------
The time an option is granted, sometimes referred to as the date of grant,
shall be the day of the action of the Board described in Sections 3(b) and 4(b)
hereof; provided, however, that if appropriate resolutions of the Board indicate
that an option is granted as of and on some future date, the time such option is
granted shall be such future date. If action by the Board is taken by unanimous
written consent of its members, the action of the Board shall be deemed to be at
the time the last member of the Board signs the consent.
16. PRIVILEGES OF STOCK OWNERSHIP;
---------------------------------
SECURITIES LAW COMPLIANCE; NOTICE OF SALE
----------------------------------------------
No optionee shall be entitled to the privileges of stock ownership as to
any shares of stock not actually issued. No shares shall be purchased upon the
exercise of any option unless and until the Company has fully complied with all
applicable requirements of any regulatory agency having jurisdiction over the
Company including registration of the stock options and underlying shares, as
necessary, and all applicable requirements of any exchange upon which stock of
the Company may be listed. The optionee shall give the Company notice of any
sale or disposition of any such shares not more than five (5) days after such
sale or disposition.
17. EFFECTIVE DATE OF THE PLAN
------------------------------
The Plan shall be deemed adopted by the Board as of March 23, 1998 and
shall be effective immediately subject to approval by the shareholders of the
Company within twelve months of the date the Plan is adopted, by the vote of a
majority of the outstanding shares represented and voting at a duly held meeting
of shareholders at which a quorum is present, or by the written consent vote of
the holders of a majority of the outstanding shares of the Company's stock. No
option under the Plan shall be exercised prior to the shareholders' approval of
the Plan.
18. TERMINATION
-----------
Unless previously terminated by the Board, the Plan shall terminate at the
close of business on March 23, 2008. No options shall be granted under the Plan
thereafter, but such termination shall not affect any option theretofore
granted.
19. OPTION AGREEMENT
-----------------
Each option shall be evidenced by a written stock option agreement executed
by the Company and the optionee and shall contain each of the provisions and
agreements herein specifically required to be contained therein, and such other
terms and conditions as are deemed desirable and are not inconsistent with the
Plan. Each incentive stock option agreement shall contain such terms and
provisions as the Board may determine to be necessary in order to qualify such
option as an incentive stock option within the meaning of Section 422 of the
Code.
20. OPTION PERIOD
--------------
Each option and all rights and obligations thereunder shall expire on such
date as the Board may determine, but not later than ten (10) years from the date
such option is granted, and shall be subject to earlier termination as provided
elsewhere in the Plan.
21. EXCULPATION AND INDEMNIFICATION
---------------------------------
To the extent permitted by applicable law in effect from time to time, no
member of the Board shall be liable for any act or omission of any other member
of the Board nor for any act or omission on the member's own part, except the
member's own willful misconduct or gross negligence. The Company and its
subsidiary corporations shall pay expenses incurred by, and satisfy a judgment
or fine rendered or levied against, a present or former member of the Board in
any action brought by a third party against such person (whether or not the
Company is joined as a party defendant) to impose a liability or penalty on such
person while a member of the Board arising with respect to the Plan or
administration thereof or out of membership on the Board or all or any
combination of the preceding; provided, the Board determines in good faith that
such member of the Board was acting in good faith, within what such member of
the Board reasonably believed to be the scope of his or her employment or
authority, and for a purpose which he or she reasonably believed to be in the
best interests of the Company or its shareholders. Payments authorized
hereunder include amounts paid and expenses incurred in settling any such action
or threatened action. This Section 21 does not apply to any action instituted
or maintained in the right of the Company by a shareholder or holder of a voting
trust certificate representing shares of the Company or a subsidiary corporation
thereof. The provisions of this Section 21 shall apply to the estate, executor,
administrator, heirs, legatees or devisees of a member of the Board and the term
"person" as used in this Section 21 shall include the estate, executor,
administrator, heirs, legatees or devisees of such person.
22. AGREEMENT AND REPRESENTATIONS OF OPTIONEE
---------------------------------------------
Unless the shares of stock covered by the Plan have been registered with
the Securities Exchange Commission, each optionee shall, by accepting an option,
represent and agree, for himself or herself and his or her transferees by will
or the laws of descent and distribution, that all stock will be acquired for
investment and not for resale or distribution. Upon such exercise of any
portion of an option, the person entitled to exercise the same shall, upon
request of the Company, furnish evidence satisfactory to the Company (including
a written and signed representation) to the effect that the stock is being
acquired in good faith for investment and not for resale or distribution.
Furthermore, the Company, at its sole discretion, may take all reasonable steps,
including affixing the following legend (and/or such other legend or legends as
counsel shall require) on certificates embodying the shares:
The shares represented by this certificate have not been registered under the
Securities Act of 1933 and may not be sold, pledged, hypothecated or otherwise
transferred or offered for sale in the absence of an effective registration
statement with respect to them under the Securities Act of 1933 or a written
opinion of counsel for the optionee which opinion shall be acceptable to counsel
for the Company that registration is not required.
to assure itself against any sale or distribution by the optionee which does not
comply with the Plan or any federal or state securities laws.
The Company agrees to remove any legend affixed to the certificates
embodying the shares pursuant to this Section 22 when all of the restrictions on
the transfer of the shares, whether imposed by the Plan or federal or state law,
have terminated.
23. INFORMATION TO EMPLOYEES
--------------------------
The Company shall provide optionees with financial statements of the
Company at least annually.
<PAGE>
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE MARATHON
BANCORP 1998 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE
SHAREHOLDERS OF THE COMPANY.
MARATHON BANCORP
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the "Agreement") is made and entered
into as of the ______ day of __________, _____, by and between Marathon Bancorp,
a California corporation (the "Company"), and ________________ ("Optionee");
WHEREAS, pursuant to the Marathon Bancorp 1998 Stock Option Plan (the
"Plan"), a copy of which is attached hereto, the Board of Directors of the
Company has authorized granting to Optionee an incentive stock option to
purchase all or any part of ______________ (_____) authorized but unissued
shares of the Company's common stock at the price of ________ Dollars and
_______ Cents ($__.__) per share, such option to be for the term and upon the
terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. GRANT OF OPTION. Pursuant to said action of the Board of Directors,
---------------
the Company hereby grants to Optionee the option to purchase, upon and subject
to the terms and conditions of the Plan which is incorporated in full herein by
this reference, all or any part of ______________ (_____) shares of the
Company's common stock (hereinafter called "stock") at the price of
_____________ Dollars and _______ Cents ($__.__) per share, which price is not
less than one hundred percent (100%) of the fair market value of the stock (or
not less than 110% of the fair market value of the stock for
Optionee-shareholders who own securities possessing more than ten percent (10%)
of the total combined voting power of all classes of securities of the Company,
its parent or subsidiary corporation) as of the date of action of the Board of
Directors granting this option.
2. EXERCISABILITY. This option shall be exercisable as to
--------------
________________________________________________________________________________
_______________________________________________________________________________.
This option shall remain exercisable as to all vested shares until
______________ __, _____ (but not later than ten (10) years from the date this
option is granted) unless this option has expired or terminated earlier in
accordance with the provisions hereof or in the Plan. Subject to paragraphs 4
and 5, shares as to which this option becomes exercisable pursuant to the
foregoing provision may be purchased at any time prior to expiration of this
option.
3. EXERCISE OF OPTION. This option may be exercised by written notice
------------------
(substantially in the form as that which is attached as Exhibit A) delivered to
the Company stating the number of shares with respect to which this option is
being exercised, together with (a) cash in the amount of the purchase price of
such shares, or (b) subject to applicable law, with the Company's stock
previously acquired by Optionee and held by Optionee for a period of at least
six months. Notwithstanding the foregoing, in the event Optionee does exercise
the option by utilizing (b) above, Optionee should obtain tax advice as to the
consequences of such action. Not less than ten (10) shares may be purchased at
any one time unless the number purchased is the total number which may be
purchased under this option and in no event may the option be exercised with
respect to fractional shares. Upon exercise, Optionee shall make appropriate
arrangements and shall be responsible for the withholding of any federal and
state taxes then due.
4. CESSATION OF EMPLOYMENT. Except as provided in Paragraphs 2 and 5
-----------------------
hereof, if Optionee shall cease to be an employee of the Company or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to time (the "Code")], this option shall expire three (3) months thereafter.
During the three (3) month period this option shall be exercisable only as to
those installments, if any, which had accrued as of the date when Optionee
ceased to be an employee of the Company or a subsidiary corporation.
5. TERMINATION OF EMPLOYMENT FOR CAUSE. If Optionee's employment with
-----------------------------------
the Company or a subsidiary corporation is terminated for cause, this option
shall expire thirty (30) days from the date of such termination. Termination
for cause shall include, but not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of a crime
involving moral turpitude, and, in any event, the determination of the Board of
Directors with respect thereto shall be final and conclusive.
6. NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE. This option
---------------------------------------------------
shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee dies while serving as an employee of the Company or a
subsidiary corporation, or during the three (3) month period referred to in
Paragraph 4 hereof, this option shall expire one (1) year after the date of
Optionee's death or on the day specified in Paragraph 2 hereof, whichever is
earlier. After Optionee's death but before such expiration, the persons to whom
Optionee's rights under this option shall have passed by will or by the laws of
descent and distribution or the executor or administrator of Optionee's estate
shall have the right to exercise this option as to those shares for which
installments had accrued under Paragraph 2 hereof as of the date on which
Optionee ceased to be an employee of the Company or a subsidiary corporation.
If Optionee terminates his or her employment because of disability (as
defined in Section 22(e)(3) of the Code), Optionee may exercise this option to
the extent he or she is entitled to do so at the date of termination, at any
time within one (1) year of the date of termination, or before the expiration
date specified in Paragraph 2 hereof, whichever is earlier.
7. EMPLOYMENT. This Agreement shall not obligate the Company or a
----------
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in any way with the right of the Company or a subsidiary corporation to reduce
Optionee's compensation.
8. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall have no rights as a
-----------------------------
shareholder with respect to the Company's stock subject to this option until the
date of issuance of stock certificates to Optionee. Except as provided in the
Plan, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates are issued.
9. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
----------------------------
modification and termination upon the occurrence of certain events as provided
in Sections 13 and 14 of the Plan.
10. NOTIFICATION OF SALE. Optionee agrees that Optionee, or any person
--------------------
acquiring shares upon exercise of this option, will notify the Company not more
than five (5) days after any sale or other disposition of such shares.
11. REPRESENTATIONS OF OPTIONEE. No shares issuable upon the exercise
---------------------------
of this option shall be issued and delivered unless and until the Company has
complied with all applicable requirements of California and federal law and of
the Securities and Exchange Commission and the California Department of
Corporations pertaining to the issuance and sale of such shares, and all
applicable listing requirements of the securities exchanges, if any, on which
shares of the Company of the same class are then listed. Optionee agrees to
ascertain that such requirements shall have been complied with at the time of
any exercise of this option. In addition, if the Optionee is an "affiliate" for
purposes of the Securities Act of 1933, there may be additional restrictions on
the resale of stock, and Optionee therefore agrees to ascertain what those
restrictions are and to abide by the restrictions and other applicable federal
and state securities laws.
Furthermore, the Company may, if it deems appropriate, issue stop transfer
instructions against any shares of stock purchased upon the exercise of this
option and affix to any certificate representing such shares the legends which
the Company deems appropriate.
Optionee represents that the Company, its directors, officers, employees
and agents have not and will not provide tax advice with respect to the option,
and Optionee agrees to consult with his or her own tax advisor as to the
specific tax consequences of the option, including the application and effect of
federal, state, local and other tax laws.
12. NOTICES. Any notice to the Company provided for in this Agreement
-------
shall be addressed to it in care of its President or Chief Financial Officer at
its main office and any notice to Optionee shall be addressed to Optionee's
address on file with the Company or a subsidiary corporation, or to such other
address as either may designate to the other in writing. Any notice shall be
deemed to be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal Service. In lieu of giving notice by mail as aforesaid, any written
notice under this Agreement may be given to Optionee in person, and to the
Company by personal delivery to its President or Chief Financial Officer.
13. INCENTIVE STOCK OPTION. This Agreement is intended to be an
------------------------
incentive stock option agreement as defined in Section 422 of the Code;
provided, however, that if the option shall fail to constitute an incentive
stock option for any reason, the option shall thereafter be governed by the
provisions of the Plan regarding nonqualified stock options.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OPTIONEE MARATHON BANCORP
By______________________________ By____________________________________
By____________________________________
<PAGE>
EXHIBIT A
---------
NOTICE OF STOCK OPTION EXERCISE
Mr. Craig D. Collette
President and Chief Executive Officer
Marathon Bancorp
11150 W. Olympic Boulevard
Los Angeles, California 90064
Dear Mr. Collette:
Pursuant to my incentive stock option agreement dated _______________, I am
exercising my stock option to acquire ____________ shares of common stock of
Marathon Bancorp I am also enclosing payment by means of (cash in the amount of
---------------------
$_________, or ________ qualifying shares of Marathon Bancorp having a fair
- --------------------------------------------------------------------------------
market value) equal to the sum of the option exercise price.
- -------------
I further acknowledge that Marathon Bancorp makes no representations as to
federal or state tax matters, and that I am to consult with my own tax attorney
or tax accountant for advice with respect to the exercise of my stock option and
the effect of the sale of the option shares. [(For executive officers of the
-----------------------------
Company or insiders of the Company) I further acknowledge that I am an affiliate
--------------------------------
or insider of Marathon Bancorp and that federal securities laws are applicable
to the exercise of the stock option and any subsequent sale of the option shares
including the applicability of the Securities Act of 1933 and Rule 144 (both
dealing with the sale of shares by an affiliate). I agree to comply with such
securities laws and rules.]
Sincerely,
_______________________________________
(Name of Optionee)
<PAGE>
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO SHARES OF THE
COMPANY'S COMMON STOCK SHALL BE ISSUED PURSUANT HERETO UNLESS THE MARATHON
BANCORP 1998 STOCK OPTION PLAN SHALL HAVE FIRST BEEN APPROVED BY THE
SHAREHOLDERS OF THE COMPANY.
MARATHON BANCORP
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement (the "Agreement") is made and
entered into as of the ______ day of _____________, _____, by and between
Marathon Bancorp, a California corporation (the "Company"), and _______________,
("Optionee");
WHEREAS, pursuant to the Marathon Bancorp 1998 Stock Option Plan (the
"Plan"), a copy of which is attached hereto, the Board of Directors of the
Company has authorized granting to Optionee a nonqualified stock option to
purchase all or any part of _______________ (_________) authorized but unissued
shares of the Company's common stock at the price of ________ Dollars and
_______ Cents ($__.__) per share, such option to be for the term and upon the
terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed:
1. GRANT OF OPTION. Pursuant to said action of the Board of Directors,
---------------
the Company hereby grants to Optionee the option to purchase, upon and subject
to the terms and conditions of the Plan which is incorporated in full herein by
this reference, all or any part of _______________ (______) shares of the
Company's common stock (hereinafter called "stock") at the price of ________
Dollars and _______ Cents ($__.__) per share, which price is not less than one
hundred percent (100%) of the fair market value of the stock (or less than 110%
of the fair market value of the stock if the Optionee owns securities possessing
more than ten percent (10%) of the total combined voting power of all classes of
securities of the Company, its parent or subsidiary corporations) as of as of
the date of the action of the Board of Directors granting this option.
2. EXERCISABILITY. This option shall be exercisable as to __
--------------
________________________________________________________________________________
_______________________________________________________________________________.
This option shall remain exercisable as to all vested shares until __________
__, _____ (but not later than ten (10) years from the date this option is
granted) unless this option has expired or terminated earlier in accordance with
the provisions hereof or in the Plan. Subject to paragraphs 4 and 5, shares as
to which this option becomes exercisable pursuant to the foregoing provision may
be purchased at any time prior to expiration of this option.
3. EXERCISE OF OPTION. This option may be exercised by written notice
------------------
(substantially in the form as that which is attached as Exhibit A) delivered to
the Company stating the number of shares with respect to which this option is
being exercised, together with (a) cash in the amount of the purchase price of
such shares, or (b) subject to applicable law, with the Company's stock
previously acquired by Optionee and held by Optionee for a period of at least
six months. Notwithstanding the foregoing, in the event Optionee does exercise
the option by utilizing (b) above, Optionee should obtain tax advice as to the
consequences of such action. Not less than ten (10) shares may be purchased at
any one time unless the number purchased is the total number which may be
purchased under this option and in no event may the option be exercised with
respect to fractional shares. Upon exercise, Optionee shall make appropriate
arrangements and shall be responsible for the withholding of any federal and
state taxes then due.
4. CESSATION OF EMPLOYMENT. Except as provided in Paragraphs 2 and 5
-----------------------
hereof, if Optionee shall cease to be an employee of the Company or a subsidiary
corporation for any reason other than Optionee's death or disability [as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time
to time (the "Code")], this option shall expire three (3) months thereafter.
During the three (3) month period this option shall be exercisable only as to
those installments, if any, which had accrued as of the date when an employee of
the Company or a subsidiary corporation.
5. TERMINATION OF EMPLOYMENT FOR CAUSE. If Optionee's employment with
-----------------------------------
the Company or a subsidiary corporation is terminated for cause, this option
shall expire thirty (30) days from the date of such termination. Termination
for cause shall include, but not be limited to, termination for malfeasance or
gross misfeasance in the performance of duties or conviction of a crime
involving moral turpitude, and, in any event, the determination of the Board of
Directors with respect thereto shall be final and conclusive.
6. NONTRANSFERABILITY; DEATH OR DISABILITY OF OPTIONEE. This option
---------------------------------------------------
shall not be transferable except by will or by the laws of descent and
distribution and shall be exercisable during Optionee's lifetime only by
Optionee. If Optionee dies while serving as a director or an employee of the
Company or a subsidiary corporation, or during the three (3) month period
referred to in Paragraph 4 hereof, this option shall expire one (1) year after
the date of Optionee's death or on the day specified in Paragraph 2 hereof,
whichever is earlier. After Optionee's death but before such expiration, the
persons to whom Optionee's rights under this option shall have passed by will or
by the laws of descent and distribution or the executor or administrator of
Optionee's estate shall have the right to exercise this option as to those
shares for which installments had accrued under Paragraph 2 hereof as of the
date on which Optionee ceased to be a director or an employee of the Company or
a subsidiary corporation.
If Optionee terminates his or her employment because of disability (as
defined in Section 22(e)(3) of the Code), Optionee may exercise this option to
the extent he or she is entitled to do so at the date of termination, at any
time within one (1) year of the date of termination, or before the expiration
date specified in Paragraph 2 hereof, whichever is earlier.
7. EMPLOYMENT. This Agreement shall not obligate the Company or a
----------
subsidiary corporation to employ Optionee for any period, nor shall it interfere
in any way with the right of the Company or a subsidiary corporation to reduce
Optionee's compensation.
8. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall have no rights as a
-----------------------------
shareholder with respect to the Company's stock subject to this option until the
date of issuance of stock certificates to Optionee. Except as provided in the
Plan, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates are issued.
9. MODIFICATION AND TERMINATION. The rights of Optionee are subject to
----------------------------
modification and termination upon the occurrence of certain events as provided
in Sections 13 and 14 of the Plan.
10. NOTIFICATION OF SALE. Optionee agrees that Optionee, or any person
--------------------
acquiring shares upon exercise of this option, will notify the Company not more
than five (5) days after any sale or other disposition of such shares.
11. REPRESENTATIONS OF OPTIONEE. No shares issuable upon the exercise
---------------------------
of this option shall be issued and delivered unless and until the Company has
complied with all applicable requirements of California and federal law and of
the Securities and Exchange Commission and the California Department of
Corporations pertaining to the issuance and sale of such shares, and all
applicable listing requirements of the securities exchanges, if any, on which
shares of the Company of the same class are then listed. Optionee agrees to
ascertain that such requirements shall have been complied with at the time of
any exercise of this option. In addition, if the Optionee is an "affiliate" for
purposes of the Securities Act of 1933, there may be additional restrictions on
the resale of stock, and Optionee therefore agrees to ascertain what those
restrictions are and to abide by the restrictions and other applicable federal
and state securities laws.
Furthermore, the Company may, if it deems appropriate, issue stop transfer
instructions against any shares of stock purchased upon the exercise of this
option and affix to any certificate representing such shares the legends which
the Company deems appropriate.
Optionee represents that the Company, its directors, officers, employees
and agents have not and will not provide tax advice with respect to the option,
and Optionee agrees to consult with his or her own tax advisor as to the
specific tax consequences of the option, including the application and effect of
federal, state, local and other tax laws.
12. NOTICES. Any notice to the Company provided for in this Agreement
-------
shall be addressed to it in care of its President or Chief Financial Officer at
its main office and any notice to Optionee shall be addressed to Optionee's
address on file with the Company or a subsidiary corporation, or to such other
address as either may designate to the other in writing. Any notice shall be
deemed to be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal Service. In lieu of giving notice by mail as aforesaid, any written
notice under this Agreement may be given to Optionee in person, and to the
Company by personal delivery to its President or Chief Financial Officer.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
OPTIONEE MARATHON BANCORP
By____________________________ By___________________________________
By____________________________________
<PAGE>
EXHIBIT A
---------
NOTICE OF STOCK OPTION EXERCISE
Mr. Craig D. Collette
President and Chief Executive Officer
Marathon Bancorp
11150 W. Olympic Boulevard
Los Angeles, California 90064
Dear Mr. Collette:
Pursuant to my nonqualified stock option agreement dated _______________, I am
exercising my stock option to acquire ____________ shares of common stock of
Marathon Bancorp I am also enclosing payment by means of (cash in the amount of
---------------------
$_________, or ________ qualifying shares of Marathon Bancorp having a fair
- --------------------------------------------------------------------------------
market value) equal to the sum of the option exercise price.
- -------------
I further acknowledge that Marathon Bancorp makes no representations as to
federal or state tax matters, and that I am to consult with my own tax attorney
or tax accountant for advice with respect to the exercise of my stock option and
the effect of the sale of the option shares. [(For executive officers of the
-----------------------------
Company or insiders of the Company) I further acknowledge that I am an affiliate
--------------------------------
or insider of Marathon Bancorp and that federal securities laws are applicable
to the exercise of the stock option and any subsequent sale of the option shares
including the applicability of the Securities Act of 1933 and Rule 144 (both
dealing with the sale of shares by an affiliate). I agree to comply with such
securities laws and rules.]
Sincerely,
___________________________
(Name of Optionee)
