<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)
1982 STOCK OPTION 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Title of securities Amount to be Proposed maximum Amount of registration
to be registered registered aggregate offering price fee
Common Stock, no par value .......................... 11,250 $331,875 $101
</TABLE>
(1) Pursuant to Rule 457(h)(i) 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 of common stock of the
Company are entitled to one vote for each share of record on all matters voted
upon by shareholders of the Company, except that in connection with
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* 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>
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 employee's 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.
10.1 1982 Stock Option 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 statement shall be deemed to be a new registration statement
<PAGE>
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 Los Angeles, State of California, on the second day
of June, 1997.
WESTERN BANCORP
By: /s/ Hugh S. Smith, Jr.
------------------------------------
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, Jr. Chairman, Chief Executive June 2, 1997
- ---------------------- Officer and Director
Hugh S. Smith, Jr.
/s/ Arnold C. Hahn Executive Vice President, June 2, 1997
- ---------------------- Chief Financial Officer
Arnold C. Hahn 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/ William H. Jacoby Director June 2, 1997
- ---------------------
William H. Jacoby
/s/ Robert L. McKay Director June 2, 1997
- ---------------------
Robert L. McKay
/s/ John W. Rose Director June 2,1997
- ---------------------
John W. Rose
/s/ Mark H. Stuenkel Director June 2, 1997
- ---------------------
Mark H. Stuenkel
/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 11,250 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
<PAGE>
Western Bancorp -2-
articles of incorporation, the Securities have been duly 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>
CALIFORNIA COMMERCIAL BANKSHARES
RESTATED AND AMENDED
1982 STOCK OPTION PLAN
This Restated and Amended 1982 Stock Option Plan is effective as of May
22, 1986 and incorporates and supersedes the original 1982 Stock Option Plan
dated October 28, 1982 and the amendments to the 1982 Stock Option Plan
adopted by the Board of Directors on January 26, 1983, and by the Board of
Directors on January 30, 1986 and approved at the Annual Meeting of the
Shareholders on May 22, 1986.
1. PURPOSE.
The Plan is intended to compensate certain of the organizers of the
Corporation, for services rendered on behalf of the Corporation and its
subsidiary, National Bank of Southern California (In Organization) in
connection with the formation and organization of each, and to provide
incentive to key employees of the Corporation and its present and future
Subsidiaries, to encourage proprietary interest in the Corporation, to
encourage such key employees to remain in the employ of the Corporation and
its Subsidiaries and to attract new employees with outstanding qualifications.
<PAGE>
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Corporation.
(b) "CODE" shall mean the Internal Revenue Code of 1954, as amended.
(c) "COMMITTEE" shall mean the committee appointed by the Board in
accordance with Section 4 of the Plan.
(d) "COMMON STOCK" shall mean the Common Stock, without par value, of
the Corporation.
(e) "CORPORATION" shall mean California Commercial Bankshares, a
California corporation.
(f) "DISABILITY" shall mean the condition of an Employee who is
unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months.
(g) "EMPLOYEE" shall mean an individual who is employed (within the
meaning of Code Section 3121(d) and the regulations thereunder) by the
Corporation or a Subsidiary.
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(h) "EXERCISE PRICE" shall mean the price per Share of Common Stock,
determined by the Committee or as set forth in this Plan, at which an Option
may be exercised.
(i) "FAIR MARKET VALUE" shall mean the value of one (1) Share of
Common Stock, determined as follows:
(1) If the Shares are traded on an exchange, the price at
which Shares traded at the close of business on the date of valuation;
(2) If the Shares are traded over-the-counter on the NASDAQ
System, the mean between the bid and asked prices on said System at the
close of business on the date of valuation; and
(3) If neither (1) nor (2) applies, the fair market value
as determined by the Committee in good faith. Such determination shall be
conclusive and binding on all persons.
(j) "INCENTIVE STOCK OPTION" shall mean an option described in
Section 422A(b) of the Code.
(k) "NONSTATUTORY STOCK OPTION" shall mean an option not described in
Sections 422(b), 422A(b), 423(b) or 424(b) of the Code.
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(l) "OPTION" shall mean any stock option granted pursuant to the Plan.
(m) "OPTION AGREEMENT" shall mean the written agreement setting forth
the terms of the Nonstatutory Stock Option or the Incentive Stock Option.
(n) "OPTIONEE" shall mean an Employee or an organizer who has
received an Option pursuant to the Plan.
(o) "PLAN" shall mean this California Commercial Bankshares Restated
and Amended 1982 Stock Option Plan, as it may be amended from time to time.
(p) "PURCHASE PRICE" shall mean the Exercise Price times the number
of Shares with respect to which an Option is exercised.
(q) "RETIREMENT" shall mean the voluntary termination of employment
by an Employee upon the attainment of age sixty-five (65) and the completion
of not less than ten (10) years of service with the Corporation or a
Subsidiary.
(r) "SHARE" shall mean one (1) share of Common Stock, adjusted in
accordance with Section 10 of the Plan (if applicable).
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(s) "SUBSIDIARY" shall mean any corporation at least fifty percent
(50%) of the total combined voting power of which is owned by the
Corporation or by another Subsidiary of the Corporation.
3. EFFECTIVE DATE.
The Plan was adopted by the Board effective October 28, 1982, subject
to the approval of the Corporation's stockholders pursuant to Section 14
hereof.
4. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee shall be
appointed by the Board and shall consist of not less than three (3) members
of the Board; provided, however, no director who is also an officer may be a
member of the Committee or participate in the Board's decision as to which of
its members shall serve on the Committee. The Board may from time to time
remove members from, or add members to, the Committee. Vacancies on the
Committee, however caused, shall be filled by the Board. The Board shall
appoint one of the members of the Committee as Chairman. The Committee shall
hold meetings at such times and places as it may determine. Acts of a
majority of the Committee at which a quorum is present, or acts reduced to or
approved in writing by a majority of the members of the Committee, shall be
the valid acts of the Committee.
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<PAGE>
The Committee shall from time to time at its discretion select the
Employees who are to be granted Incentive Stock Options and determine the
number of shares to be optioned to each Optionee. The interpretation and
construction by the Committee of any provisions of the Plan regarding
Incentive Stock Options or of any Incentive Stock Option granted thereunder
shall be final. No member of the Committee shall be liable for any action or
determination made in good faith with respect to any Incentive Stock Option
under the Plan.
5. PARTICIPATION.
(a) ELIGIBILITY.
(i) The Optionee granted an Incentive Stock Option shall be any
Employee, including officers who are also directors, selected by the
Committee subject to the terms and conditions of (b) below.
(ii) Each of Dale E. Boyer, Phillip L. Bush, Michael J. Gertner,
James W. Hamilton, Farrell G. Hinkle, Robert L. McKay and Elizabeth A.
Sanders, constituting all of the members of the initial Board who are not
also Employees of the Corporation, shall be granted a Nonstatutory Stock
Option for six thousand (6,000) Shares. Thereafter, persons who are serving
as directors of the Company and who are not Employees may be granted
additional Nonstatutory Stock Options from time to time in accordance with
this Plan. Nonstatutory Stock Options may be
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<PAGE>
granted to an Employee who would be eligible to receive Incentive Stock
Options under Section 5(a) above, except for the limitation on annual awards
of Incentive Stock Options set forth in Section 8 hereof. Nonstatutory Stock
Options granted to Employees pursuant to this provision shall be on all the
same terms and provisions as Incentive Stock Options, except for the
sequential exercise provisions required by Section 7(m) hereof.
(b) TEN-PERCENT SHAREHOLDERS.
An Employee who owns more than ten percent (10%) of the total combined
voting power of all classes of the outstanding stock of the Corporation, its
parent or any of its Subsidiaries shall not be eligible to receive an
Incentive Stock Option unless (i) the Exercise Price of the Shares subject to
such Option is at least one hundred ten percent (110%) of the Fair Market
Value of such Shares on the date of grant and (ii) such Option by its terms
is not exercisable after the expiration of five (5) years from the date of
grant.
(c) STOCK OWNERSHIP.
For purposes of (b) above, in determining stock ownership, an Optionee
shall be considered as owning the shares owned, directly or indirectly, by or
for his or her brothers and sisters, spouse, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate or trust shall be considered as being owned
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<PAGE>
proportionately by or for its shareholders, partners or beneficiaries. Shares
with respect to which such Optionee holds an Option shall not be counted.
(d) OUTSTANDING STOCK.
For purposes of (b) above, "outstanding stock" shall include all Common
Stock actually issued and outstanding on the date of the grant of the Option
to the Optionee. "Outstanding Stock" shall not include Shares authorized for
issue under outstanding Options held by the Optionee or by any other person.
6. STOCK.
The Shares subject to Options granted under the Plan shall be Shares of
the Corporation's authorized but unissued or reacquired Common Stock. The
aggregate number of Shares which may be issued upon exercise of Options under
the Plan shall not exceed Two Hundred Fifty Thousand (250,000). The number of
Shares subject to Options outstanding at any time shall not exceed the number
of Shares remaining available for issuance under the Plan. In the event that
any outstanding Option for any reason expires or is terminated, the Shares
allocable to the unexercised portion of such Option may again be made subject
to an Option. The limitations established by this Section 6 shall be subject
to adjustment in the manner provided in Section 10 hereof upon the occurrence
of an event specified therein.
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<PAGE>
7. TERMS AND CONDITIONS OF OPTIONS.
(a) STOCK OPTION AGREEMENTS.
Options shall be evidenced by and exercised in accordance with the
terms of Option Agreements in such form as the Committee shall from time to
time determine. The Option Agreements shall comply with and be subject to the
terms and conditions set forth below.
(b) OPTIONEE'S UNDERTAKING.
Each Optionee of an Incentive Stock Option shall agree to remain
in the employ of the Corporation or a Subsidiary and to render services for a
period of two (2) years from the date of the granting of such Option, but
such Option Agreement shall not impose upon the Corporation or its
Subsidiaries any obligation to retain the Optionee in their employ for any
period.
(c) NUMBER OF SHARES.
Each Option Agreement shall state the number of Shares to which it
pertains and shall provide for the adjustment thereof in accordance with the
provisions of Section 10 hereof.
(d) EXERCISE PRICE.
Each Option Agreement shall state the Exercise Price. The Exercise
Price in the case of any Incentive Stock
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<PAGE>
Option shall not be less than one hundred percent (100%) of the Fair Market
Value on the date of grant and, in the case of an Incentive Stock Option
granted to an Optionee described in Section 5(b) hereof, shall not be less
than one hundred ten percent (110%) of the Fair Market Value on the date of
grant. The Exercise Price in the case of the initial Nonstatutory Stock
Options to be granted to the named individuals pursuant to Section 5(a)(ii)
hereof shall be Ten Dollars ($10.00) per share. The exercise price of
Nonstatutory Stock Options subsequently granted pursuant to Section 5(a)(ii)
shall not be less than the Fair Market Value on the date of grant.
(e) MEDIUM AND TIME OF PAYMENT.
The Purchase Price shall be payable in full in United States
dollars upon the exercise of the Option or, at the election of the Optionee,
the Purchase Price may be paid by the surrender of Shares in good form for
transfer, owned by the person exercising the Option and having a Fair Market
Value on the date of exercise equal to the Purchase Price, or in any
combination of cash and Shares, so long as the sum of the cash so paid and
the Fair Market Value of the Shares so surrendered equals the Purchase Price.
In the event the Corporation determines that it is required to
withhold State or Federal income tax as a result of the exercise of an
Option, an Optionee may be required,
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<PAGE>
as a condition to the exercise thereof, to make arrangements satisfactory to
the Corporation to enable it to satisfy such withholding requirements.
(f) TERM AND NONTRANSFERABILITY OF OPTIONS.
Each Option Agreement shall state the time or times when all or
part of the Option becomes exercisable. No Option shall be exercisable after
the expiration of ten (10) years from the date it was granted, and no
Incentive Stock Option granted to an Optionee described in Section 5(b)
hereof shall be exercisable after the expiration of five (5) years from the
date it was granted. During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee and shall not be assignable or
transferable. Any attempt by Optionee during Optionee's lifetime to assign
or transfer the Option shall be null and void. In the event of the
Optionee's death, the Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution. The Nonstatutory Stock
Options to be granted pursuant to the first sentence of Section 5(a)(ii)
above shall be exercisable immediately following approval of the Plan by a
majority of the Corporation's shareholders and shall terminate if not
exercised prior to ten (10) years following the date of grant of the
Nonstatutory Stock Options. Nonstatutory Stock Options granted pursuant to
the second sentence of Section 5(a)(ii) above shall be exercisable
immediately upon grant and shall terminate if not exercised prior to ten (10)
years following the grant thereof.
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<PAGE>
(g) TERMINATION OF EMPLOYMENT (EXCEPT BY DEATH, DISABILITY OR
RETIREMENT).
If an Optionee ceases to be an Employee for any reason other than
his or her death, Disability or Retirement, such Optionee shall have the right,
subject to the restrictions of Subsection (f) above, to exercise an Incentive
Stock Option at any time within three (3) MONTHS AFTER TERMINATION OF
EMPLOYMENT, but only to the extent that, at the date of termination of
employment, the optionee's right to exercise such Option had accrued and had
not been forfeited pursuant to the terms of the applicable Incentive Stock
Option Agreement and had not previously been exercised. The foregoing
notwithstanding, if the Optionee was terminated for cause (as defined in the
applicable Incentive Stock Option Agreement) any Option not exercised in full
prior to such termination shall be cancelled; provided, however, the
Committee may, in its sole discretion, within thirty (30) days of such
termination, reinstate the cancelled Options by giving written notice of such
reinstatement to the Optionee. In the event of reinstatement of such Option,
the Optionee may exercise the Option in the same manner as if such
termination had occurred for a reason other than for cause.
For this purpose, the employment relationship shall be treated as
continuing intact while the Optionee is on military leave, sick leave or
other bona fide leave of absence (to be determined in the sole discretion of
the Committee). The
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<PAGE>
foregoing notwithstanding, in the case of an Incentive Stock Option,
employment shall not be deemed to continue beyond the date which is three (3)
months after the Optionee ceased active employment, unless the Optionee's
reemployment rights are guaranteed by statute or by contract.
(h) DEATH OF OPTIONEE.
If an Optionee dies while an Employee, or after ceasing to be an
Employee but during the period while he or she could have exercised an
Incentive Stock Option under this Section 7, or if an Optionee to whom a
Nonstatutory Stock Option has been granted pursuant to Section 5(a)(ii) above
dies, and the Optionee has not fully exercised the Option, prior to his or
her death, then the Option may be exercised in full, subject to the
restrictions of Subsection (f) above, at any time within twelve (12) months
after the Optionee's death by the executors or administrators of his or her
estate or by any person or persons who have acquired the Option directly from
the Optionee by bequest or inheritance, but only to the extent that, at the
date of death, the Optionee's right to exercise such Option had accrued and
had not been forfeited pursuant to the terms of the applicable Option
Agreement and had not previously been exercised.
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<PAGE>
(i) DISABILITY OF OPTIONEE.
If an Optionee ceases to be an Employee by reason of Disability,
such Optionee shall have the right, subject to the restrictions of Subsection
(f) above, to exercise an Incentive Stock Option at any time within twelve
(12) months after termination of employment, but only to the extent that, at
the date of termination of employment, the Optionee's right to exercise such
Option had accrued and had not been forfeited pursuant to the terms of the
applicable Incentive Stock Option Agreement and had not previously been
exercised.
(j) RETIREMENT OF OPTIONEE.
If an Optionee ceases to be an Employee by reason of Retirement,
such Optionee shall have the right, subject to the restrictions of Subsection
(f) above, to exercise an Incentive Stock Option at any time within three (3)
months after termination of employment, but only to the extent that, at the
date of termination of employment, the Optionee's right to exercise such
Option had accrued and had not been forfeited pursuant to the terms of the
applicable Incentive Stock Option Agreement and had not previously been
exercised.
(k) RIGHTS AS A STOCKHOLDER.
An Optionee, or a permitted transferee of an Optionee, shall have
no rights as a stockholder with respect to any Shares covered by his or her
Option until the date of the
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<PAGE>
issuance of a stock certificate for such Shares. No adjustment shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or
other property), distributions or other rights for which the record date is
prior to the date such stock certificate is issued, except as provided in
Section 10 hereof.
(l) MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Within the limitations of the Plan, the Committee may modify,
extend or renew outstanding Incentive Stock Options or accept the
cancellation of outstanding Incentive Stock Options (to the extent not
previously exercised) for the granting of new Incentive Stock Options in
substitution therefor. The foregoing notwithstanding, no modification of an
Incentive Stock Option shall, without the written consent of the Optionee,
alter or impair any rights or obligations under any Incentive Stock Option
previously granted. The Nonstatutory Stock Options may not be modified or
amended without approval of a majority of the Corporation's shareholders.
(m) SEQUENTIAL EXERCISE.
An Incentive Stock Option (a "New Option") shall not be
exercisable with respect to all or any part of the Shares subject thereto
while there is outstanding any other Incentive Stock Option ("Old Options")
granted to the Optionee (under this Plan or otherwise) prior to the grant of
a New
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<PAGE>
Option, to purchase any Shares of the Corporation or of a parent or
Subsidiary of the Corporation, or of any predecessor corporation. OLD OPTIONS
MUST BE EXERCISED IN THE ORDER IN WHICH THEY WERE GRANTED. For purposes of
the preceding sentence, an Incentive Stock Option shall be treated as
"outstanding" until such Option is exercised in full or expires by reason of
the lapse of time.
(n) OTHER PROVISIONS.
The Incentive Stock Option Agreements authorized under the Plan may
contain such other provisions not inconsistent with the terms of the Plan
(including, without limitation, restrictions upon the exercise of the
Incentive Stock Option) as the Committee shall deem advisable.
8. LIMITATION ON ANNUAL AWARDS.
(a) GENERAL RULE.
The aggregate Fair Market Value (determined as of the date an Option is
granted) of the Shares for which any Optionee may be granted Incentive Stock
Options in any calendar year under this Plan and all other plans maintained
by the Corporation, its parent or its Subsidiaries shall not exceed the sum
of (i) $100,000 plus (ii) any Unused Limit Carryover(s) to such year.
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(b) CARRYOVERS.
For the purposes of Subsection (a) immediately above, an "Unused Limit
Carryover" shall arise only in a calendar year commencing after December 31,
1980, and shall be equal to one half of the excess of (i) $100,000 over (ii)
the aggregate Fair Market Value (determined as of the date an Option is
granted) of the Shares for which the Optionee is granted Incentive Stock
Options in such year under this Plan or under any other plan maintained by
the Corporation, its parent or any Subsidiary. The Unused Limit Carryover
arising in any calendar year may be carried over to any of the three (3)
consecutive calendar years next following such year, but only to the extent
not used in an earlier calendar year. The value of the Shares for which
Options are granted in any calendar year shall be applied first against the
basic $100,000 limit for such year and then against any Unused Limit
Carryovers which may be carried over to such year in the order of the
calendar years in which such carryovers arose.
9. TERM OF PLAN.
Incentive Stock Options and Nonstatutory Stock Options may be granted
pursuant to the Plan until the expiration of the Plan on October 27, 1992.
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(10) RECAPITALIZATIONS.
Subject to any required action by the Corporation's stockholders,
the number of Shares covered by the Plan as provided in Section 6 hereof, the
number of Shares covered by each outstanding Option and the Exercise Price
thereof shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a subdivision or consolidation of
Shares or the payment of a stock dividend (but only of Common Stock) or any
other increase or decrease in the number of issued Shares affected, without
receipt of consideration by the Corporation.
Subject to any required action by the Corporation's stockholders, if
the Corporation is the surviving corporation in any merger or consolidation,
each outstanding Option shall pertain and apply to the number of Shares to
which a holder of the Option had the right to exercise the Option adjusted
for any change in the number of Shares to which such Option then applies as a
result of such merger or consolidation. A dissolution of liquidation of the
Corporation or a merger or consolidation in which the Corporation is not the
surviving corporation shall, following adoption by the required number of
stockholders, cause each outstanding Option to become immediately exercisable
as to all unexercised Shares. All Options not exercised in accordance with
the terms of the applicable Option Agreement within ten (10) days following
such
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stockholder approval shall terminate unless the agreement of merger or
consolidation otherwise provides.
To the extent that the foregoing adjustments relate to securities
of the Corporation, such adjustments with regard to Incentive Stock Options
shall be made by the Committee, whose determination shall be conclusive and
binding on all persons.
Except as expressly provided in this Section 10, the Optionee
shall have no rights by reason of any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger or consolidation or spin-off
of assets or stock of another corporation. Any issue by the Corporation, of
shares of stock of any class, or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or Exercise Price of Shares subject to an
Option.
The grant of an Option pursuant to the Plan shall not affect in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or
transfer all or any part of its business or assets.
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11. SECURITIES LAW REQUIREMENTS.
(a) LEGALITY OF ISSUANCE.
No Shares shall be issued upon the exercise of any Option
unless and until the Corporation has determined that:
(i) it and the Optionee have taken all actions required to
register the Shares under the Securities Act of 1933, as amended (the
"Act"), or to perfect an exemption from the registration requirements
thereof;
(ii) any applicable listing requirements of any stock
exchange on which the Common Stock is listed have been satisfied; and
(iii) any other applicable provisions of state or federal
law have been satisfied.
(b) RESTRICTIONS ON TRANSFER; REPRESENTATIONS OF OPTIONEE; LEGENDS.
Regardless of whether the offering and sale of Shares under the
Plan has been registered under the Act or has been registered or qualified
under the securities laws of any state, the Corporation may impose
restrictions upon the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates) if, in
the judgment
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of the Corportion and its counsel, such restrictions are necessary or
desirable in order to achieve compliance with the provisions of the Act, the
securities laws of any state or any other law. In the event that the sale of
Shares under the Plan is not registered under the Act but an exemption is
available which requires an investment representation or other
representation, each Optionee shall be required to represent that such Shares
are being acquired for investment, and not with a view to the sale or
distribution thereof, and to make such other representations as are deemed
necessary or appropriate by the Corporation and its counsel. Stock
certificates evidencing Shares acquired under the Plan pursuant to an
unregistered transaction shall bear the following restrictive legnend and
such other restrictive legends as are required or deemed advisable under the
provisions of any applicable law:
"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ('ACT'). ANY
TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION
STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE
OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY
IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."
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Any determination by the Corporation and its counsel in
connection with any of the matters set forth in this Section 11 shall be
conclusive and binding on all persons.
(c) REGISTRATION OR QUALIFICATION OF SECURITIES.
The Corporation may, but shall not be obligated to, register or
qualify the sale of Shares under the Act or any other applicable law. The
Corporation shall not be obligated to take any affirmative action in order to
cause the sale of Shares under the Plan to comply with any law.
(d) EXCHANGE OF CERTIFICATE.
If, in the opinion of the Corporation and its counsel, any legend
placed on a stock certificate representing Shares sold under the Plan is no
longer required, the holder of such certificate shall be entitled to exchange
such certificate for a certificate representing the same number of Shares but
lacking such legend.
12. AMENDMENT OF THE PLAN.
The Committee may from time to time, with respect to any Shares
at the time not subject to Options, suspend or discontinue the Plan or revise
or amend it in any respect whatsoever except that, without the approval of
the Corporation's stockholders, no such revision or amendment shall:
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(a) increase the number of Shares subject to the Plan;
(b) change the designation in Section 5 hereof with respect to the
classes of persons eligible to receive Options;
(c) amend this Section 12 to defeat its purpose; or
(d) change any provision of the Plan which would affect the
qualification as an Incentive Stock Option within the meaning of Section 442A
of the Code of any Option granted as an Incentive Stock Option under the Plan.
13. APPLICATION OF FUNDS.
The proceeds received by the Corporation from the sale of Common
Stock pursuant to the exercise of an Option will be used for general
corporate purposes.
14. APPROVAL OF STOCKHOLDERS.
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of the outstanding shares present and entitled to vote
at the first annual meeting of stockholders of the Corporation following the
adoption of the Plan, and in no event later than October 27, 1983. Prior to
such approval, Options may be granted but shall not be exercisable. Any
amendment described in Section 12, and any modification of
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the Nonstatutory Stock Options granted pursuant to the first sentence of
Section 5(a)(ii) above, shall also be subject to approval by a majority of
the Corporation's stockholders.
15. EXECUTION.
To record the adoption of the Plan by the Board on October 28, 1982,
and the adoption of amendments thereto by the Board on January 26, 1983 and
January 30, 1986 and approved by the Shareholders on May 22, 1986, the
Corporation has caused its authorized officers to affix the corporate name
and seal hereto.
CALIFORNIA COMMERCIAL BANKSHARES,
a California corporation.
By ______________________________________
William H. Jacoby, President
By ______________________________________
Phillip L. Bush, Secretary
[SEAL]
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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
