<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. 333-______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
WESTERN BANCORP
(Exact name of registrant as specified in its charter)
California 95-3863296
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30000 Town Center Drive
Laguna Niguel, California 92677
(Address of principal executive offices)
1995 STOCK AWARD PLAN
(Full title of the plan)
Arnold C. Hahn
Western Bancorp
30000 Town Center Drive
Laguna Niguel, California 92677
(Name and address of agent for service)
(714) 485-3000
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
Proposed maximum
Title of securities aggregate offering Amount of registration
to be registered Amount to be registered price fee(1)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, no par value...... 133,000 $3,923,500 $1,190
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(h)(1) and 457(c), the registration fee is based on the
average of the bid and asked prices on June 4, 1997 of the shares on the
Nasdaq National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(1) The registrant's Annual Report on Form 10-KSBA for the year ended
December 31, 1996.
(2) The registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1997.
(3) The registrant's Current Reports on Form 8-K, dated February 28,
1997, April 14, 1997 and May 2, 1997.
In addition, all documents subsequently filed by registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company as of the date hereof
consists of 100,000,000 shares of common stock, of which 4,043,885 shares are
issued and outstanding and 5,000,000 shares of serial preferred stock, no par
value, none of which are outstanding. Holders of shares common stock of the
Company are
- -----------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
<PAGE>
entitled to one vote for each share of record on all matters voted upon by
shareholders of the Company, except that in connection with the election of
directors, the shares subject to notice may be voted cumulatively. Shares of
common stock of the Company are not subject to redemption, conversion or sinking
fund provisions. Holders of Common Stock are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available
therefor under the laws of the State of California, subject to the rights of
holders of any preferred stock of the registrant that may be issued after the
date hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnity to
directors, officers and employees in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933
(the "Securities Act"). Articles Five and Six of Western Bancorp's Restated
Articles of Incorporation and Article VI of Western Bancorp's By-Laws currently
provide for indemnification of its directors, officers, employees and other
agents to the fullest extent permitted by the California General Corporation
Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5 Opinion of Sullivan & Cromwell.
10 1995 Stock Award Plan.
23.1 Consent of Sullivan & Cromwell (contained in its opinion filed as
Exhibit 5).
23.2 Consent of KMPG Peat Marwick LLP.
23.3 Consent of Dayton & Associates
24 Power of Attorney (included in the signature page).
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the
registration
<PAGE>
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant 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 Securities Act and will be
governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the second day
of June, 1997.
WESTERN BANCORP
By: /s/ Hugh S. Smith
-------------------------------------
Hugh S. Smith, Jr.
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints Hugh S. Smith, Jr. and Arnold C. Hahn his true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign and to file with the Securities and Exchange
Commission any and all amendments, including post-effective amendments, to this
registration statement and other documents in connection therewith, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Hugh S. Smith Chairman, Chief June 2, 1997
- ---------------------- Executive Officer and
Hugh S. Smith, Jr. Director
/s/ Arnold C. Hahn Executive Vice June 2, 1997
- ---------------------- President, Chief
Arnold C. Hahn Financial Officer and
Secretary
/s/ Matthew P. Wagner President and Director June 2, 1997
- ----------------------
Matthew P. Wagner
/s/ Rice E. Brown Director June 2, 1997
- ----------------------
Rice E. Brown
/s/ Joseph J.Digange Director June 2, 1997
- ----------------------
Joseph J. Digange
/s/ John M. Eggemeyer Director June 2, 1997
- ----------------------
John M. Eggemeyer
/s/ John W. Rose Director June 2, 1997
- ----------------------
John W. Rose
/s/ Dale E. Walter Director June 2,1997
- ----------------------
Dale E. Walter
<PAGE>
June 6, 1997
Western Bancorp,
30000 Town Center Drive,
Laguna Niguel, California 92677.
Dear Sirs:
In connection with the registration under the Securities Act of 1933
(the "Act") of 133,000 shares (the "Securities") of Common Stock, without par
value, of Western Bancorp, a California corporation (the "Company"), we, as your
special counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities (the "Registration Statement") has become effective
under the Act, the terms of the sale of the Securities have been duly
established in conformity with the Company's restated articles of incorporation,
the Securities have been duly
<PAGE>
Western Bancorp -2-
issued and sold as contemplated by the Registration Statement, the Securities
will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States, and the laws of the State of California, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
SULLIVAN & CROMWELL
<PAGE>
1995 STOCK AWARD PLAN
<PAGE>
TABLE OF CONTENTS
Page
I. THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . 2
1.5 GRANT OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 EXERCISE OF AWARDS. . . . . . . . . . . . . . . . . . . . . . . 3
II. OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 GRANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 OPTION PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 OPTION PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4 EXERCISE OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . 4
2.5 LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS . . . . . . . . 5
2.6 NON-EMPLOYEE DIRECTOR AWARDS. . . . . . . . . . . . . . . . . . 5
III.STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . . . . . . . . . . 7
3.1 GRANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.2 EXERCISE OF STOCK APPRECIATION RIGHTS . . . . . . . . . . . . . 7
3.3 PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
IV. RESTRICTED STOCK AWARDS. . . . . . . . . . . . . . . . . . . . . . . . 9
4.1 GRANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 RESTRICTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . 9
V. PERFORMANCE SHARE AWARDS . . . . . . . . . . . . . . . . . . . . . . . 10
5.1 GRANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
VI. OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.1 RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES. . 10
6.2 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. . . . . . . . . . . 11
6.3 TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . 12
6.4 GOVERNMENT REGULATIONS. . . . . . . . . . . . . . . . . . . . . 14
6.5 TAX WITHHOLDING . . . . . . . . . . . . . . . . . . . . . . . . 14
6.6 AMENDMENT, TERMINATION AND SUSPENSION . . . . . . . . . . . . . 15
6.7 PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT . . . . . 16
6.8 EFFECTIVE DATE OF THE PLAN. . . . . . . . . . . . . . . . . . . 16
6.9 TERM OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . 16
6.10 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.11 TRANSFER AND OTHER RESTRICTIONS UNDER RULE 16B-3. . . . . . . . 17
6.12 FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 17
VII.DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
7.1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 18
<PAGE>
1995 STOCK AWARD PLAN
I. THE PLAN.
1.1 PURPOSE.
The purpose of this Plan is to promote the success of the Company and
its Subsidiaries by providing an additional means to attract, motivate and
retain key personnel of the Company and its Subsidiaries through the grant of
Options and other Awards(1) that provide added long term incentives for high
levels of performance and for significant efforts to improve the financial
performance of the Company and its Subsidiaries.
1.2 ADMINISTRATION.
(a) This Plan shall be administered by the Committee. Action of the
Committee with respect to the administration of this Plan shall be taken
pursuant to a majority vote or the unanimous written consent of its members. In
the event action by the Committee is taken by written consent, the action shall
be deemed to have been taken at the time specified in the consent or, if none is
specified, at the time of the last signature. The Committee may delegate
administrative functions to individuals who are officers or employees of the
Company.
(b) Subject to the express provisions of this Plan, the Committee
shall have the authority to construe and interpret this Plan and any agreements
defining the rights and obligations of the Company and Participants under this
Plan, to further define the terms used in this Plan, to prescribe, amend and
rescind rules and regulations relating to the administration of this Plan, to
determine the duration and purposes of leaves of absence which may be granted to
Participants without constituting a termination of their employment for purposes
of this Plan and to make all other determinations necessary or advisable for the
administration of this Plan. The determination of the Committee on any of the
foregoing matters shall be conclusive.
- --------------------
1 For definitions of these and other capitalized terms, see Section 7.1,
Definitions.
<PAGE>
(c) Any action taken by, or inaction of, the Company, any Subsidiary,
the Board or the Committee relating to this Plan shall be within the absolute
discretion of that entity or body. No member of the Board or Committee, or
officer of the Company or any Subsidiary, shall be liable for any such action or
inaction.
(d) Subject to the requirements of Section 7.1(i), the Board, at any
time it so desires, may increase or decrease the number of members of the
Committee, may remove from membership on the Committee all or any portion of its
members, and may appoint such person or persons as it desires to fill any
vacancy existing on the Committee, whether caused by removal, resignation or
otherwise.
1.3 PARTICIPATION.
Awards may be granted only to Eligible Employees. An Eligible
Employee who has been granted an Award may, if otherwise eligible, be granted
additional Awards if the Committee shall so determine. Except as provided
in Section 2.6 below, members of the Board who are not officers or employees of
the Company shall not be eligible to receive Awards.
1.4 STOCK SUBJECT TO THE PLAN.
The stock to be offered under this Plan shall be shares of the
Company's authorized but unissued Common Stock. The aggregate amount of Common
Stock that may be issued or transferred pursuant to Awards granted under this
Plan shall not exceed the sum of 750,000 shares, subject to adjustment as set
forth in Section 6.2. If any Option and any related Stock Appreciation Right
shall lapse or terminate without having been exercised in full, or any Common
Stock subject to a Restricted Stock Award shall not vest or any Common Stock
subject to a Performance Share Award shall not have been transferred, the
unpurchased, unvested or nontransferred shares subject thereto shall again be
available for purposes of this Plan.
1.5 GRANT OF AWARDS.
Subject to the express provisions of this Plan, the Committee shall
determine from the class of Eligible Employees those individuals to whom Awards
under this Plan shall be granted, the terms of Awards (which need not be
identical) and the number of shares of Common Stock subject to each Award;
provided, however, that the aggregate number of shares of Common Stock subject
to Awards that may be granted to any employee in any twelve month period may not
exceed 30,000. Each Award shall be subject to the terms and conditions set
forth in this Plan and such other terms and
<PAGE>
conditions established by the Committee as are not inconsistent with the
purpose and provisions of this Plan and shall contain such terms and conditions
as may be required by the California Department of Corporations. The grant of
an Award is made on the Award Date.
1.6 EXERCISE OF AWARDS.
An Option or Stock Appreciation Right shall be deemed to be exercised
when the Secretary of the Company receives written notice of such exercise from
the Participant, together with payment of the purchase price made in accordance
with Section 2.2(a), except to the extent payment may be permitted to be made
following delivery of written notice of exercise in accordance with Section
2.2(b). Notwithstanding any other provision of this Plan, the Committee may
impose, by rule and in Award Agreements, such conditions upon the exercise of
Awards (including, without limitation, conditions limiting the time of exercise
to specified periods) as may be required to satisfy applicable regulatory
requirements, including without limitation Rule 16b-3 (or any successor rule)
promulgated by the Commission.
II. OPTIONS.
2.1 GRANTS.
One or more Options may be granted to any Eligible Employee. Each
Option so granted shall be designated by the Committee as either a Nonqualified
Stock Option or an Incentive Stock Option.
2.2 OPTION PRICE.
(a) The purchase price per share of Common Stock covered by each
Option shall be determined by the Committee, but shall not be less than 100% of
the Fair Market Value of the Common Stock on the date the Option is granted,
other than in the case of a Participant who owns more than 10% of the total
combined voting power of all classes of stock of the Company, in which event the
option price shall be 110% of the Fair Market Value of the Common Stock of the
Company on the date the Option is granted. The purchase price of any shares
purchased shall be paid in full at the time of each purchase in one or a
combination of the following methods: (i) in cash or by check payable to the
order of the Company, (ii) if authorized by the Committee or specified in the
Option being exercised, by a promissory note made by the Participant in favor of
the Company, upon the terms and conditions determined by the Committee, and
secured by the Common Stock issuable upon exercise in
<PAGE>
compliance with applicable law (including, without limitation, state corporate
law and federal margin requirements) or (iii) if authorized by the Committee or
specified in the Option being exercised, by shares of Common Stock of the
Company already owned by the Participant; provided, however, that any shares
delivered which were initially acquired upon exercise of a stock option must
have been owned by the Participant at least six months as of the date of
delivery. Shares of Common Stock used to satisfy the exercise price of an
Option shall be valued at their Fair Market Value on the date of exercise.
(b) In addition to the payment methods described in subsection (a),
the Option may provide that the Option can be exercised and payment made by
delivering a properly executed exercise notice together with irrevocable
instructions to a bank or broker to promptly deliver to the Company the amount
of sale or loan proceeds necessary to pay the exercise price and, unless
otherwise allowed by the Committee, any applicable tax withholding under Section
6.6. The Company shall not be obligated to deliver certificates for the shares
unless and until it receives full payment of the exercise price therefor.
2.3 OPTION PERIOD.
Each Option and all rights or obligations thereunder shall expire on
such date as shall be determined by the Committee, but not later than 10 years
after the Award Date, and shall be subject to earlier termination as hereinafter
provided.
2.4 EXERCISE OF OPTIONS.
Except as otherwise provided in Sections 6.3 and 6.4, an Option may
become exercisable, in whole or in part, on the date or dates specified in the
Award Agreement and thereafter shall remain exercisable until the expiration or
earlier termination of the Option; PROVIDED that the Option shall become
exercisable at the rate of at least 20% per year over five years from the date
that the Option is granted. No Option shall be exercisable for at least six
months after the Award Date, except in the case of death or Total Disability.
The Committee may, at any time after grant of the Option and from time to time,
increase the number of shares exercisable at any time so long as the total
number of shares subject to the Option is not increased. No Option shall be
exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. Not less than 10 shares of Common Stock may be purchased
at one time unless the number purchased is the total number at the time
available for purchase under the terms of the Option.
<PAGE>
2.5 LIMITATIONS ON GRANT OF INCENTIVE STOCK OPTIONS.
(a) To the extent that the aggregate fair market value of stock with
respect to which incentive stock options first become exercisable by a
Participant in any calendar year exceeds $100,000, taking into account both
Common Stock subject to Incentive Stock Options under this Plan and stock
subject to incentive stock options under all other plans of the Company and its
Subsidiaries, such options shall be treated as nonqualified stock options. For
purposes of determining whether the $100,000 limit is exceeded, the fair market
value of stock subject to options shall be determined as of the date the options
are awarded. In reducing the number of options treated as incentive stock
options to meet the $100,000 limit, the most recently granted options shall be
reduced first. To the extent a reduction of simultaneously granted options is
necessary to meet the $100,000 limit, the Company may, in the manner and to the
extent permitted by law, designate which shares of Common Stock are to be
treated as shares acquired pursuant to the exercise of an Incentive Stock
Option.
(b) There shall be imposed in any Award Agreement relating to
Incentive Stock Options such terms and conditions as are required in order that
the Option be an "incentive stock option" as that term is defined in Section
422A of the Code.
(c) No Incentive Stock Option may be granted to any person who, at
the time the Incentive Stock Option is granted, owns shares of outstanding
Common Stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or any of its Subsidiaries, unless the exercise
price of such Option is at least 110% of the Fair Market Value of the stock
subject to the Option and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.
2.6 NON-EMPLOYEE DIRECTOR AWARDS.
(a) PARTICIPATION. Awards under this Section 2.6 shall be made only
to Non-Employee Directors.
(b) OPTION GRANTS. Each person who is a Non-Employee Director in
office at the time that the provisions of Section 2.6 of this Plan are first
approved by shareholders shall be granted without further action a Nonqualified
Stock Option to purchase 10,000 shares of Common Stock (the grant date or award
date of which shall be the date of the meeting at which the Board of Directors
of the Company approved the Award.
<PAGE>
(c) OPTION PRICE. The purchase price per share of the Common Stock
covered by each Option granted pursuant to this Section 2.6 shall be one hundred
percent of the Fair Market Value of the Common Stock on the Award Date. The
purchase price of any shares purchased shall be paid in full at the time of each
purchase in cash or by check or in shares of Common Stock valued at their Fair
Market Value on the business day next preceding the date of exercise of the
Option, or partly in such shares and partly in cash.
(d) OPTION PERIOD. Each Option granted under this Section 2.6 and
all rights or obligations thereunder shall expire on the tenth anniversary of
the Award Date and shall be subject to earlier termination as provided below.
(e) EXERCISE OF OPTIONS. Except as otherwise provided in Sections
2.6(f), each Option granted under this Section 2.6 shall become exercisable as
to one-third of the covered shares twelve months after the Award Date, as to an
additional one-third of the covered shares twenty-four months after the Award
Date and as to all covered shares thirty-six months after the Award Date.
(f) TERMINATION OF DIRECTORSHIP. If a Non-Employee Director
Participant's services as a member of the Board terminate, each Option granted
pursuant to Section 2.6(b) hereof held by such Non-Employee Director Participant
which is not then exercisable shall terminate as provided in this Section
2.6(f). If a Non-Employee Director Participant's services as a member of the
Board terminate by reason of death or Total Disability, any portion of any such
Option which is then exercisable may be exercised for one year after the date of
such termination or the balance of such Option's term, whichever period is
shorter. If a Non-Employee Director Participant's services as a member of the
Board terminate for any other reason, any portion of any such Option which is
then exercisable may be exercised for three months after the date of such
termination or the balance of such Option's term, whichever period is shorter.
Notwithstanding the preceding sentence, in the event the Non-Employee Director
Participant's services as a member of the Board of Directors is terminated for
cause, all Options shall lapse immediately upon such termination of services if
required under applicable federal banking laws, regulations or orders.
(g) LIMITATION ON AMENDMENTS AND AUTHORITY. Notwithstanding any
other provision of this Plan, the provisions of this Section 2.6 shall not be
amended more than once every six months, other than as may be necessary to
conform with any applicable changes in the Code, the Employee Retirement Income
Security Act of 1974, as amended, or the applicable rules thereunder. Any
discretionary
<PAGE>
authority granted to the Board or the Committee pursuant to this Plan shall not
be applicable to Options granted pursuant to this Section 2.6.
(h) TRANSFER AND OTHER RESTRICTIONS UNDER RULE 16b-3. The provisions
of Section 6.12 are incorporated herein by this reference, except that each time
the words "Participant" and "Participants" appear in such section they shall be
replaced with the words "Non-Employee Director Participant" and "Non-Employee
Director Participants," respectively.
(i) ADJUSTMENTS. The specific numbers of shares stated in the
foregoing provisions of Section 2.6(b) hereof and the consideration payable for
such shares shall be subject to adjustment in certain events as provided in
Section 6.2 of this Plan.
(j) EFFECTIVE DATE OF SECTION 2.6. This Section 2.6 shall be
effective as of the date of Board approval (January 25, 1995), subject to
shareholder approval within twelve months after such date.
III. STOCK APPRECIATION RIGHTS.
3.1 GRANTS.
In its discretion, the Committee may grant Stock Appreciation Rights
concurrently with the grant of Options. A Stock Appreciation Right shall extend
to all or a portion of the shares covered by the related Option. A Stock
Appreciation Right shall entitle the Participant who holds the related Option,
upon exercise of the Stock Appreciation Right and surrender of the related
Option, or portion thereof, to the extent the Stock Appreciation Right and
related Option each were previously unexercised, to receive payment of an amount
determined pursuant to Section 3.3. Any Stock Appreciation Right granted in
connection with an Incentive Stock Option shall contain such terms as may be
required to comply with the provisions of Section 422A of the Code and the
regulations promulgated thereunder. In its discretion, the Committee may also
grant Stock Appreciation Rights independently of any Option subject to such
conditions as the Committee may in its absolute discretion provide.
3.2 EXERCISE OF STOCK APPRECIATION RIGHTS.
(a) A Stock Appreciation Right granted concurrently with an Option
shall be exercisable only at such time or times, and to the extent, that the
related Option shall be exercisable and only when the Fair Market
<PAGE>
Value of the stock subject to the related Option exceeds the exercise price of
the related Option.
(b) In the event that a Stock Appreciation Right granted concurrently
with an Option is exercised, the number of shares of Common Stock subject to the
related Option shall be charged against the maximum amount of Common Stock that
may be issued or transferred pursuant to Awards under this Plan. The number of
shares subject to the Stock Appreciation Right and the related Option of the
Participant shall also be reduced by such number of shares.
(c) If a Stock Appreciation Right granted concurrently with an Option
extends to less than all the shares covered by the related Option and if a
portion of the related Option is thereafter exercised, the number of shares
subject to the unexercised Stock Appreciation Right shall be reduced only if and
to the extent that the remaining number of shares covered by such related Option
is less than the remaining number of shares subject to such Stock Appreciation
Right.
(d) A Stock Appreciation Right granted independently of any Option
shall be exercisable pursuant to the terms of the Award Agreement but in no
event earlier than six months after the Award Date, except in the case of death
or Total Disability.
3.3 PAYMENT.
(a) Upon exercise of a Stock Appreciation Right and surrender of an
exercisable portion of the related Option, the Participant shall be entitled to
receive payment of an amount determined by multiplying
(i) the difference obtained by subtracting the exercise price
per share of Common Stock under the related Option from the Fair Market Value of
a share of Common Stock on the date of exercise of the Stock Appreciation Right,
by
(ii) the number of shares with respect to which the Stock
Appreciation Right shall have been exercised.
(b) The Committee, in its sole discretion, may settle the amount
determined under paragraph (a) above solely in cash, solely in shares of Common
Stock (valued at Fair Market Value on the date of exercise of the Stock
Appreciation Right), or partly in such shares and partly in cash, provided that
the Committee shall have determined that such exercise and payment are
consistent with applicable law. In any event, cash shall be paid in lieu of
<PAGE>
fractional shares. Absent a determination to the contrary, all Stock
Appreciation Rights shall be settled in cash as soon as practicable after
exercise. The exercise price for the Stock Appreciation Right shall be the
exercise price of the related Option. Notwithstanding the foregoing, the
Committee may, in the Award Agreement, determine the maximum amount of cash or
stock or a combination thereof which may be delivered upon exercise of a Stock
Appreciation Right.
(c) Upon exercise of a Stock Appreciation Right granted independently
of any Option, the Participant shall be entitled to receive payment of an amount
based on a percentage, specified in the Award Agreement, of the difference
obtained by subtracting the Fair Market Value per share of Common Stock on the
Award Date from the Fair Market Value per share of Common Stock on the date of
exercise of the Stock Appreciation Right. Such amount shall be paid as
described in paragraph (b) above.
IV. RESTRICTED STOCK AWARDS.
4.1 GRANTS.
Subject to Section 1.4, the Committee may, in its discretion, grant
one or more Restricted Stock Awards to any Eligible Employee. Each Restricted
Stock Award agreement shall specify the number of shares of Common Stock to be
issued to the Participant, the date of such issuance, the price, if any, to be
paid for such shares by the Participant and the restrictions imposed on such
shares, which restrictions shall not terminate earlier than six months after the
Award Date.
4.2 RESTRICTIONS.
(a) Shares of Common Stock included in Restricted Stock Awards may
not be sold, assigned, transferred, pledged or otherwise disposed of or
encumbered, either voluntarily or involuntarily, until such shares have vested.
(b) Participants receiving Restricted Stock shall be entitled to
dividend and voting rights for the shares issued even though they are not
vested, provided that such rights shall terminate immediately as to any
forfeited Restricted Stock.
(c) In the event that the Participant shall have paid cash in
connection with the Restricted Stock Award, the Award Agreement shall specify
whether and to what extent such cash shall be returned upon a forfeiture (with
or without an earnings factor).
<PAGE>
V. PERFORMANCE SHARE AWARDS.
5.1 GRANTS.
The Committee may, in its discretion, grant Performance Share Awards
to Eligible Employees based upon such factors as the Committee shall determine.
A Performance Share Award agreement shall specify the number of shares of Common
Stock subject to the Performance Share Award, the price, if any, to be paid for
such shares by the Participant and the conditions upon which issuance to the
Participant shall be based, which issuance shall not be earlier than six months
after the Award Date.
VI. OTHER PROVISIONS.
6.1 RIGHTS OF ELIGIBLE EMPLOYEES, PARTICIPANTS AND BENEFICIARIES.
(a) Status as an Eligible Employee shall not be construed as a
commitment that any Award will be made under this Plan to any Eligible Employee
generally.
(b) Nothing contained in this Plan (or in Award Agreements or in any
other documents related to this Plan or to Awards) shall confer upon any
Eligible Employee or Participant any right to continue in the service or employ
of the Company or any Subsidiary or constitute any contract or agreement of
service or employment, or interfere in any way with the right of the Company or
any Subsidiary to reduce such person's compensation or other benefits or to
terminate the services or employment of such Eligible Employee or Participant,
with or without cause, but nothing contained in this Plan or any document
related thereto shall affect any other contractual right of any Eligible
Employee or Participant.
(c) Amounts payable pursuant to an Award shall be paid only to the
Participant or, in the event of the Participant's death, to the Participant's
Beneficiary or, in the event of the Participant's Total Disability, to the
Participant's Personal Representative or, if there is none, to the Participant.
Other than by will or the laws of descent and distribution, no benefit payable
under, or interest in, this Plan or in any Award shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge and any such attempted action shall be void and no such benefit or
interest shall be, in any manner, liable for, or subject to, debts, contracts,
liabilities, engagements or torts of any Eligible Employee, Participant or
Beneficiary. The Committee shall disregard any attempted transfer, assignment
or other alienation prohibited by the preceding sentence and
<PAGE>
shall pay or deliver such cash or shares of Common Stock in accordance with the
provisions of this Plan.
(d) No Participant, Beneficiary or other person shall have any right,
title or interest in any fund or in any specific asset (including shares of
Common Stock) of the Company or any of its Subsidiaries by reason of any Award
granted hereunder. Neither the provisions of this Plan (or of any documents
related hereto), nor the creation or adoption of this Plan, nor any action taken
pursuant to the provisions of this Plan shall create, or be construed to create,
a trust of any kind or a fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the extent that a Participant,
Beneficiary or other person acquires a right to receive an Award hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Company.
6.2 ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
(a) If the outstanding shares of Common Stock are changed into or
exchanged for cash or a different number or kind of shares or securities of the
Company or of another issuer, or if additional shares or new or different
securities are distributed with respect to the outstanding shares of the Common
Stock, through a reorganization or merger to which the Company is a party, or
through a combination, consolidation, recapitalization, reclassification, stock
split, stock dividend, reverse stock split, stock consolidation or other capital
change or adjustment, an appropriate adjustment shall be made in the number and
kind of shares or other consideration that is subject to or may be delivered
under this Plan and pursuant to outstanding Awards. A corresponding adjustment
to the consideration payable with respect to Awards granted prior to any such
change and to the price, if any, paid in connection with Restricted Stock Awards
or Performance Share Awards shall also be made. Any such adjustment, however,
shall be made without change in the total payment, if any, applicable to the
portion of the Award not exercised but with a corresponding adjustment in the
price for each share. Corresponding adjustments shall be made with respect to
Stock Appreciation Rights based upon the adjustments made to the Options to
which they are related or, in the case of Stock Appreciation Rights granted
independently of any Option, based upon the adjustments made to Common Stock.
(b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
the Plan shall terminate. Notwithstanding the foregoing, the Committee may
provide in writing in connection with, or in
<PAGE>
contemplation of, any such transaction for any or all of the following
alternatives (separately or in combinations): (i) for the assumption by the
successor corporation of the Awards theretofore granted or the substitution by
such corporation for such Awards of awards covering the stock of the successor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; (ii) for the continuance of this
Plan by such successor corporation in which event this Plan and the Awards shall
continue in the manner and under the terms so provided; or (iii) for the payment
in cash or shares of Common Stock in lieu of and in complete satisfaction of
such Awards.
(c) In adjusting Awards to reflect the changes described in this
Section 6.2, or in determining that no such adjustment is necessary, the
Committee may rely upon the advice of independent counsel and accountants of the
Company, and the determination of the Committee shall be conclusive. No
fractional shares of stock shall be issued under this Plan on account of any
such adjustment.
6.3 TERMINATION OF EMPLOYMENT.
(a) If the Participant's service to or employment by the Company or
any Subsidiary terminates for any reason other than Retirement, death or Total
Disability, the Participant shall have, subject to earlier termination pursuant
to or as contemplated by Section 2.3, three months or such shorter period as is
provided in the Award Agreement from the date of termination of services or
employment to exercise any Option to the extent it shall have become exercisable
on the date of termination of employment, and any Option not exercisable on that
date shall terminate; PROVIDED that in no event shall such period be less than
30 days. Notwithstanding the preceding sentence, in the event the Participant
is discharged for cause, all Options shall lapse immediately upon such
termination of services or employment if required by applicable federal banking
laws, regulations or orders.
(b) If the Participant's service to or employment by the Company or
any Subsidiary terminates as a result of Retirement or Total Disability, the
Participant or Participant's Personal Representative, as the case may be, shall
have, subject to earlier termination pursuant to or as contemplated by Section
2.3, 12 months or such shorter period as is provided in the Award Agreement from
the date of termination of services or employment to exercise any Option to the
extent it shall have become exercisable by the date of termination of services
or employment and any Option not exercisable on that date shall terminate;
PROVIDED that in no event shall such period be less than six months.
<PAGE>
(c) If the Participant's service to or employment by the Company or
any Subsidiary terminates as a result of death while the Participant is
rendering services to the Company or any Subsidiary or is employed by the
Company or any Subsidiary or during the 12 month period referred to in
subsection (b) above, the Participant's Option shall be exercisable by the
Participant's Beneficiary, subject to earlier termination pursuant to or as
contemplated by Section 2.3, during the 12 month period or such shorter period
as is provided in the Award Agreement following the Participant's death, as to
all or any part of the shares of Common Stock covered thereby to the extent
exercisable on the date of death (or earlier termination); PROVIDED that in on
event shall such period be less than six months.
(d) Each Stock Appreciation Right granted concurrently with an Option
shall have the same termination provisions and exercisability periods as the
Option to which it relates. The termination provisions and exercisability
periods of any Stock Appreciation Right granted independently of an Option shall
be established in accordance with Section 3.2(d). The exercisability period of
a Stock Appreciation Right shall not exceed that provided in Section 2.3 or in
the related Award Agreement and the Stock Appreciation Right shall expire at the
end of such exercisability period.
(e) In the event of termination of services to or employment with the
Company or any Subsidiary for any reason, (i) shares of Common Stock subject to
the Participant's Restricted Stock Award shall be forfeited in accordance with
the provisions of the related Award Agreement to the extent such shares have not
become vested on that date; and (ii) shares of Common Stock subject to the
Participant's Performance Share Award shall be forfeited in accordance with the
provisions of the related Award Agreement to the extent such shares have not
been issued or become issuable on that date.
(f) In the event of termination of services to or employment with the
Company or any Subsidiary for any reason, other than discharge for cause, the
Committee may, in its discretion, increase the portion of the Participant's
Award available to the Participant, or Participant's Beneficiary or Personal
Representative, as the case may be, upon such terms as the Committee shall
determine.
(g) If an entity ceases to be a Subsidiary, such action shall be
deemed for purposes of this Section 6.3 to be a termination of services or
employment of each employee of that entity who does not continue as an employee
of another entity within the Company.
<PAGE>
(h) Upon forfeiture of a Restricted Stock Award pursuant to this
Section 6.3, the Participant, or his or her Beneficiary or Personal
Representative, as the case may be, shall transfer to the Company the portion of
the Restricted Stock Award not vested at the date of termination of services or
employment, without payment of any consideration by the Company for such
transfer unless the Participant paid a purchase price in which case repayment,
if any, of that price shall be governed by the Award Agreement. Notwithstanding
any such transfer to the Company, or failure, refusal or neglect to transfer, by
the Participant, or his or her Beneficiary or Personal Representative, as the
case may be, such nonvested portion of any Restricted Stock Award shall be
deemed transferred automatically to the Company on the date of termination of
services or employment. The Participant's original acceptance of the Restricted
Stock Award shall constitute his or her appointment of the Company and each of
its authorized representatives as attorney(s)-in-fact to effect such transfer
and to execute such documents as the Company or such representatives deem
necessary or advisable in connection with such transfer.
6.4 GOVERNMENT REGULATIONS.
This Plan, the granting of Awards under this Plan and the issuance or
transfer of shares of Common Stock (and/or the payment of money) pursuant
thereto are subject to all applicable federal and state laws, rules and
regulations and to such approvals by any regulatory or governmental agency
(including without limitation "no action" positions of the Commission) which
may, in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. Without limiting the generality of the foregoing, no
Awards may be granted under this Plan, and no shares shall be issued by the
Company, nor cash payments made by the Company, pursuant to or in connection
with any such Award, unless and until, in each such case, all legal requirements
applicable to the issuance or payment have, in the opinion of counsel to the
Company, been complied with. In connection with any stock issuance or transfer,
the person acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company in respect of such matters as
the Company may deem desirable to assure compliance with all applicable legal
requirements.
6.5 TAX WITHHOLDING.
(a) Upon the disposition by a Participant or other person of shares
of Common Stock acquired pursuant to the exercise of an Incentive Stock Option
prior to satisfaction of the holding period requirements of Section
<PAGE>
422A of the Code, or upon the exercise of a Nonqualified Stock Option, the
exercise of a Stock Appreciation Right, the vesting of a Restricted Stock Award
or the payment of a Performance Share Award the Company shall have the right to
(i) require such Participant or such other person to pay by cash or check
payable to the Company, the amount of any taxes which the Company may be
required to withhold with respect to such transactions or (ii) deduct from
amounts paid in cash the amount of any taxes which the Company may be required
to withhold with respect to such cash amounts. The above notwithstanding, in
any case where a tax is required to be withheld in connection with the issuance
or transfer of shares of Common Stock under this Plan, the Participant may
elect, pursuant to such rules as the Committee may establish, to have the
Company reduce the number of such shares issued or transferred by the
appropriate number of shares to accomplish such withholding; provided, the
Committee may impose such conditions on the payment of any withholding
obligation as may be required to satisfy applicable regulatory requirements,
including, without limitation, Rule 16b-3 promulgated by the Commission pursuant
to the Exchange Act.
(b) The Committee may, in its discretion, permit a loan from the
Company to a Participant in the amount of any taxes which the Company may be
required to withhold with respect to shares of Common Stock received pursuant to
a transaction described in subsection (a) above. Such a loan will be for a
term, at a rate of interest and pursuant to such other terms and rules as the
Committee may establish.
6.6 AMENDMENT, TERMINATION AND SUSPENSION.
(a) The Board may, at any time, terminate or, from time to time,
amend, modify or suspend this Plan (or any part hereof). In addition, the
Committee may, from time to time, amend or modify any provision of this Plan
and, with the consent of the Participant, make such modifications of the terms
and conditions of such Participant's Award as it shall deem advisable. The
Committee, with the consent of the Participant, may also amend the terms of any
Option to provide that the Option price of the shares remaining subject to the
original Award shall be reestablished at a price not less than 100% of the Fair
Market Value of the Common Stock on the effective date of the amendment. No
modification of any other term or provision of any Option which is amended in
accordance with the foregoing shall be required, although the Committee may, in
its discretion, make such further modifications of any such Option as are not
inconsistent with or prohibited by this Plan. No Awards may be granted during
any suspension of this Plan or after its termination.
<PAGE>
(b) If an amendment would materially (i) increase the benefits
accruing to Participants, (ii) increase the aggregate number of shares which may
be issued under this Plan, or (iii) modify the requirements of eligibility for
participation in this Plan, the amendment shall be approved by the Board and, to
the extent then required by Rule 16b-3 under the Exchange Act, Section 425 of
the Code or any successor provisions, rules or statutes thereto, by a majority
of the shareholders; provided that the Board of Directors of the Company may
make such amendments to the Plan as may be required by the California Department
of Corporations.
(c) In the case of Awards issued before the effective date of any
amendment, suspension or termination of this Plan, such amendment, suspension or
termination of the Plan shall not, without specific action of the Board or the
Committee and the consent of the Participant, in any way modify, amend, alter or
impair any rights or obligations under any Award previously granted under the
Plan.
6.7 PRIVILEGES OF STOCK OWNERSHIP; NONDISTRIBUTIVE INTENT.
A Participant shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually issued to him or her.
Upon the issuance and transfer of shares to the Participant, unless a
registration statement is in effect under the Securities Act and applicable
state securities law, relating to such issued and transferred Common Stock and
there is available for delivery a prospectus meeting the requirements of Section
10 of the Securities Act, the Common Stock may be issued and transferred to the
Participant only if he or she represents and warrants in writing to the Company
that the shares are being acquired for investment and not with a view to the
resale or distribution thereof. No shares shall be issued and transferred
unless and until there shall have been full compliance with any then applicable
regulatory requirements (including those of exchanges upon which any Common
Stock of the Company may be listed).
6.8 EFFECTIVE DATE OF THE PLAN.
This Plan shall be effective upon its approval by the Board, subject
to approval by the shareholders of the Company within twelve months from the
date of such Board approval.
6.9 TERM OF THE PLAN.
Unless previously terminated by the Board, this Plan shall terminate
at the close of business on January 24,
<PAGE>
2005, and no Awards shall be granted under it thereafter, but such termination
shall not affect any Award theretofore granted.
6.10 GOVERNING LAW.
This Plan and the documents evidencing Awards and all other related
documents shall be governed by, and construed in accordance with, the laws of
the State of California. If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this
Plan shall continue to be fully effective.
6.11 TRANSFER AND OTHER RESTRICTIONS UNDER RULE 16b-3.
Any Option, similar right (including stock appreciation rights) or
other Award that would constitute a derivative security (as such phrase is
defined in Rule 16a-1 under the Exchange Act and used in Rule 16b-3 thereunder)
and that is issued under this Plan shall not be transferable by the Participant
other than by will, the laws of descent and distribution or pursuant to a QDRO.
The designation of beneficiary by an officer or director of the Company shall
not be deemed to constitute a transfer under this Plan.
It is the intent of the Company that the Plan satisfy and be
interpreted in a manner that in the case of Participants who are or may be
subject to Section 16 of the Exchange Act satisfies the applicable requirements
of the applicable Rule 16b-3 so that such persons will be entitled to the
benefits of such rule or other exemptive rules under Section 16 of the Exchange
Act and will not be subjected to avoidable liability thereunder in respect of
benefits intended by the Plan. In furtherance of such intent and the Company's
intent to satisfy any applicable state securities laws, the Awards granted under
all of the provisions of the Plan, in the discretion of the Committee, may be
deemed granted under a separate plan if so required, notwithstanding the
designation of this document as a single plan for convenience of reference and
to establish certain provisions and limitations applicable to all authorized
Awards. If any provision of the Plan or of any Award would frustrate or
otherwise conflict with the intent expressed above, that provision to the extent
possible shall be interpreted and deemed amended so as to avoid such conflict,
but to the extent of any remaining irreconcilable conflict with such intent as
to such persons in the circumstances, such provision shall be deemed void.
6.12 FINANCIAL STATEMENTS.
The Company shall deliver to each Participant in the Plan a copy of
the Company's Consolidated Annual Report (or such other report
<PAGE>
as may be prepared by the Company on an annual basis containing financial
statements of the Company for the prior fiscal year) within ninety (90) days
after the end of the Company's fiscal year.
VII. DEFINITIONS.
7.1 DEFINITIONS.
(a) "AWARD" means an Option, which may be designated as a
Nonqualified Stock Option or an Incentive Stock Option, a Stock Appreciation
Right, a Restricted Stock Award or Performance Share Award, in each case granted
under this Plan.
(b) "AWARD AGREEMENT" means a written agreement setting forth the
terms of an Award.
(c) "AWARD DATE" means the date upon which the Committee took the
action granting an Award or such later date as is prescribed by the Committee
or, in the case of Options granted under Section 2.6, the date specified in such
Section 2.6.
(d) "BANK" means National Bank of Southern California, a national
banking association, so long as it is a Subsidiary.
(e) "BENEFICIARY" means the person, persons, trust or trusts entitled
by will or the laws of descent and distribution to receive the benefits
specified under this Plan in the event of a Participant's death.
(f) "BOARD" means the Board of Directors of the Company.
(g) "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.
(h) "COMMISSION" means the Securities and Exchange Commission.
(i) "COMMITTEE" means the Compensation Committee appointed by the
Board and consisting of three or more Board members or such greater number as
may be required under applicable law, each of whom, during such time as one or
more Participants may be subject to Section 16 of the Exchange Act, shall be a
Disinterested Director; provided however, that the minimum number of members of
the Committee may be reduced by the Board to the minimum number required by Rule
16b-3 promulgated by the Commission pursuant to the Exchange Act, as then in
effect.
<PAGE>
(j) "COMMON STOCK" means the Common Stock of the Company.
(k) "COMPANY" means California Commercial Bankshares, a California
corporation, and its successors.
(l) "DISINTERESTED DIRECTOR" shall mean a member of the Board who was
not, during the year prior to being appointed to the Committee, or during the
period of service as an administrator hereunder, granted or awarded equity
securities pursuant to the Plan or pursuant to any other plan of the Company or
its affiliates, except to the extent consistent with the disinterested plan
administration requirements under Rule 16b-3.
(m) "ELIGIBLE EMPLOYEE" means an officer or employee of the Company
or a Subsidiary who has not served on the Committee within the preceding twelve
months.
(n) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(o) "FAIR MARKET VALUE" means (i) if the stock is listed or admitted
to trade on a national securities exchange, the closing price of the stock on
the Composite Tape, as published in the Western Edition of THE WALL STREET
JOURNAL, of the principal national securities exchange on which the stock is so
listed or admitted to trade, on such date, or, if there is no trading of the
stock on such date, then the closing price of the stock as quoted on such
Composite Tape on the next preceding date on which there was trading in such
shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
National Market Reporting System or a similar organization if the NASD is no
longer reporting such information; (iii) if the stock is not listed or admitted
to trade on a national securities exchange and is not reported on the National
Market Reporting System, the mean between the bid and asked price for the stock
on such date, as furnished by the NASD; or (iv) if the stock is not listed or
admitted to trade on a national securities exchange, is not reported on the
National Market Reporting System and if bid and asked prices for the stock are
not furnished by the NASD or a similar organization, the values established by
the Committee for purposes of the Plan.
(p) "INCENTIVE STOCK OPTION" means an option which is designated as
an incentive stock option within the meaning of Section 422A of the Code, the
award of which contains such provisions as are necessary to comply with that
section.
<PAGE>
(q) "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not an
officer or employee of the Company or any of its Subsidiaries.
(r) "NON-EMPLOYEE DIRECTOR PARTICIPANT" means a Non-Employee Director
who has been granted an Option under Section 2.6.
(s) "NONQUALIFIED STOCK OPTION" means an option which is designated
as a Nonqualified Stock Option.
(t) "OPTION" means an option to purchase Common Stock under this
Plan. An Option shall be designated by the Committee as a Nonqualified Stock
Option or an Incentive Stock Option.
(u) "PARTICIPANT" means an Eligible Employee who has been granted an
Award.
(v) "PERFORMANCE SHARE AWARD" means an award of shares of cash or
Common Stock, the issuance of which is contingent upon attainment of performance
objectives specified by the Committee.
(w) "PERSONAL REPRESENTATIVE" means the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant by legal proceeding or otherwise the power to exercise the
rights and receive the benefits specified in this Plan.
(x) "PLAN" means the California Commercial Bankshares 1995 Stock
Award Plan.
(y) "QDRO" shall mean an order requiring the transfer of an Award or
portion thereof pursuant to a state domestic relations law to the spouse, former
spouse, child or other dependent of a Participant. Such order must be in a form
substantially identical to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended.
(z) "RESTRICTED STOCK" means those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions set
forth in the related Award Agreement.
(aa) "RESTRICTED STOCK AWARD" means an award of a fixed number of
shares of Common Stock to the Participant subject, however, to payment of such
consideration, if any, and such forfeiture provisions, as are set forth in the
Award Agreement.
<PAGE>
(bb) "RETIREMENT" means retirement from employment by or providing
services to the Company or any Subsidiary after age 65 and, in the case of
employees, in accordance with the retirement policies of the Company then in
effect.
(cc) "SECURITIES ACT" means the Securities Act of 1933, as amended.
(dd) "STOCK APPRECIATION RIGHT" means a right to receive a number of
shares of Common Stock or an amount of cash, or a combination of shares and
cash, determined as provided in Section 3.3(a).
(ee) "SUBSIDIARY" means any corporation or other entity a majority or
more of whose outstanding voting stock or voting power is beneficially owned
directly or indirectly by the Company.
(ff) "TOTAL DISABILITY" means a "permanent and total disability"
within the meaning of Section 22(e)(3) of the Code.
<PAGE>
Consent of Independent Auditors
The Board of Directors
Western Bancorp:
We consent to the use of our report dated February 24, 1997, incorporated by
reference in the registration statement on Form S-8 of Western Bancorp, on
the consolidated financial statements of Monarch Bancorp and subsidiaries as
of and for the year ended December 31, 1996.
KPMG PEAT MARWICK LLP
Los Angeles, California
June 5, 1997
<PAGE>
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent, as successor accountants of Dayton & Associates (said firm
being merged with and into Vavrinek, Trine, Day & Co. on September 1, 1996)
to the inclusion of their Independent Auditor's Report dated February 29,
1996 regarding the consolidated balance sheets of Monarch Bancorp and
Subsidiaries as of December 31, 1995 and December 31, 1994, and the related
statements of operations, changes in capital, and cash flows for each of the
two years in the period ended December 31, 1995, and the reference to our
firm as "experts", in the Form 10-KSBA filed with the Securities and Exchange
Commission and the reference to our firm as "experts" in the Form S-8 filed
with the Securities and Exchange Commission.
/s/ Vavrinek, Trine, Day & Co.
------------------------------
Vavrinek, Trine, Day & Co.
June 5, 1997
Laguna Hills, California
