<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
February 27, 1998
Registration No. 333-42817
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
POST-EFFECTIVE AMENDMENT NO. 1
UNDER COVER OF FORM S-8 TO FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________
COMMERCIAL FEDERAL CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
Nebraska 47-0658852
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2120 South 72nd Street
Omaha, Nebraska 68101
(402) 554-9200
------------------------------------------
(Address of Principal Executive Offices)
Mid Continent Bancshares, Inc. 1994 Stock Option Plan
-----------------------------------------------------
(Full Title of the Plan)
Mr. James A. Laphen, President
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68124
(402) 390-5361
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(Name and Address of Agent For Service)
(202) 822-9611
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(Telephone number, including area code, of agent for service)
COPIES TO:
J. MARK POERIO, ESQUIRE
CYNTHIA R. CROSS, ESQUIRE
HOUSLEY KANTARIAN & BRONSTEIN, P.C.
1220 19TH STREET, N.W., SUITE 700
WASHINGTON, D.C. 20036
Note. This Post-Effective Amendment No. 1 on Form S-8 to
the Registrant's Registration Statement on Form S-4 relates to
106,437 previously registered shares of the Registrant's common
stock (the "Common Stock"), par value $.01 per share, reserved
for issuance pursuant to the Mid Continent Bancshares, Inc. 1994
Stock Option Plan which the Registrant assumed upon consummation
of its acquisition of Mid Continent Bancshares, Inc. ("Mid
Continent") pursuant to the Reorganization and Merger Agreement,
dated September 2, 1997, by and among the Registrant and
Commercial Federal Bank, a Federal Savings Bank, Mid Continent,
and Mid- Continent Federal Savings Bank. <PAGE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
- ------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
- ------ INFORMATION*
*Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in the Mid Continent Bancshares, Inc. 1994 Stock
Option Plan (the "Plan") in accordance with Rule 428(b)(1). In
accordance with Rule 424 and in reliance on Rule 428, such
documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements. Commercial Federal Corporation (the "Company")
will maintain a file of such documents for a period of five
years after the date on which such documents are last used as
part of the prospectus used to offer or sell shares of the
Company's common stock, par value $.01 per share (the "Common
Stock") pursuant to the Plan. Upon request, the Company will
furnish the Commission or its staff a copy of any or all
documents included in this file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
- ------
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with
the Commission. Reports, proxy statements and other information
concerning the Company filed with the Commission may be
inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also
maintains a Web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web
site is "http://www.sec.gov".
The following documents are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997 as filed with the
Commission on September 29, 1997 (Commission File No.
1-11515).
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997 as filed with the
Commission on November 14, 1997 (Commission File No.
1-11515).
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1997 as filed with the
Commission on February 17, 1998 (Commission File No.
1-11515).
(d) The Company's Current Report on Form 8-K dated
August 18, 1997, as filed with the Commission.
<PAGE>
(e) The Company's Current Report on Form 8-K dated
September 2, 1997, as filed with the Commission.
(f) The Company's Current Report on Form 8-K dated
September 11, 1997, as filed with the Commission.
(g) The Company's Current Report on Form 8-K dated
November 18, 1997, as filed with the Commission.
(h) The Company's Current Report on Form 8-K dated
December 8, 1997, as filed with the Commission.
(i) The Company's Current Report on Form 8-K dated
December 15, 1997, as filed with the Commission.
(j) The Company's Current Report on Form 8-K dated
February 11, 1998, as filed with the Commission.
(k) The description of the Company's Common Stock set
forth in Item 1 of the Company's registration statement
on Form 8-A dated July 17, 1995.
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<PAGE>
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT
TO SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE 1934 ACT AFTER
THE DATE HEREOF AND PRIOR TO THE FILING OF A POST-EFFECTIVE
AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON STOCK
OFFERED HAVE BEEN SOLD OR WHICH DEREGISTER ALL SUCH COMMON STOCK
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
- ------
Not applicable, as the Common Stock is registered under
Section 12 of the Securities and Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
- ------
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
- ------
Indemnification of directors and officers of the Company
is provided under Article VI of the Articles of Incorporation of
the Company for judgments, fines, settlements, and expenses,
including attorney fees incurred in connection with any
threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative if
such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Article VI of the Company's Articles of Incorporation
provides that an outside director shall not be personally liable
to the Company or its stockholders for monetary damages for
breach of his fiduciary duty as a director and authorizes the
Company to indemnify such outside director against monetary
damages for such breach to the full extent permitted by law.
This provision applies to acts or omissions occurring after the
effective date of the amendment, and does not limit liability
for (i) any act or omission not in good faith which involves
intentional misconduct or a knowing violation of law, (ii) any
transaction from which the outside director derived an improper
direct or indirect financial benefit, (iii) paying a dividend or
approving a stock repurchase in violation of the Nebraska
Business Corporation Act or (iv) any act or omission which
violates a declaratory or injunctive order obtained by the
Company or its stockholders. For purposes of Article VI,
"outside director" is defined as any member of the Board of
Directors who is not an officer or a person who may control the
conduct of the Company through management agreements, voting
trusts, directorships in related corporations or any other
device or relationship.
The Company has purchased director and officer liability
insurance that insures directors and officers against certain
liabilities in connection with the performance of their duties
as directors and officers, including liabilities under the
Securities Act of 1933, as amended, and provides for payment to
the Company of costs incurred by it in indemnifying its
directors and officers.
Under Nebraska law, indemnification of directors and
officers may be provided for judgments, fines, settlements, and
expenses, including attorney's fees, incurred in connection with
any threatened, pending, or completed action, suit, or
proceeding other than an action by or in the right of the
Company. This applies to any civil, criminal, investigative or
administrative action provided that the director or officer
involved acted in good faith, in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Indemnification of directors and officers may be also
provided for judgments, fines, settlements, and expenses,
including attorney's fees, incurred in connection with any
threatened, pending, or completed action, or suit by or in the
right of the corporation if such director or officer acted in
good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation. However,
no indemnification shall be made in respect of any claim, issue
or matter in which such person is adjudged to be liable for
negligence or misconduct in the performance of his duties to the
corporation unless the court in which the action is brought
deems indemnity proper.
The grant of indemnification to a director or officer
shall be determined by a majority of a quorum of disinterested
directors, by a written opinion from independent legal counsel,
or by the shareholders.
Indemnification shall be provided to any directors and
officers for expenses, including attorney's fees, actually and
reasonably incurred in the defense of any action, suit or
proceeding to the extent that he or she has been successful on
the merits.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
- ------
Not Applicable.
ITEM 8. EXHIBITS
- ------
For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
ITEM 9. UNDERTAKINGS
- ------
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) 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.
(d) If the registrant is a foreign private issuer,
to file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout
a continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph and other
information necessary to ensure that all other information in
the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
2. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of
<PAGE>
<PAGE>
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
4. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Omaha,
State of Nebraska, on February 25, 1998.
COMMERCIAL FEDERAL CORPORATION
By: * /s/ William A. Fitzgerald
--------------------------------
William A. Fitzgerald
Chairman of the Board and Chief
Executive Officer
(Duly Authorized Representative)
By: /s/ James A. Laphen
--------------------------------
James A. Laphen
President, Chief Operating Officer
and Chief Financial Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- -----
<S> <C> <C>
* /s/ William A. Fitzgerald
- --------------------------- Principal Executive Officer
William A. Fitzgerald and Director
Chairman of the Board and
Chief Executive Officer
/s/ James A. Laphen Principal Financial Officer February 25, 1998
- ----------------------------
James A. Laphen
President, Chief Operating
Officer and Chief Financial
Officer
* /s/ Gary L. Matter
- -------------------------- Principal Accounting Officer
Gary L. Matter
Senior Vice President,
Controller and Secretary
* /s/ Talton K. Anderson
- -------------------------- Director
Talton K. Anderson
* /s/ Michael P. Glinksy
- -------------------------- Director
Michael P. Glinsky
* /s/ Robert F. Krohn
- -------------------------- Director
Robert F. Krohn
* /s/ Carl G. Mammel
- -------------------------- Director
Carl G. Mammel
<PAGE>
* /s/ Robert S. Milligan
- -------------------------- Director
Robert S. Milligan
* /s/ James P. O'Donnell
- -------------------------- Director
James P. O'Donnell
* /s/ Robert D. Taylor
- -------------------------- Director
Robert D. Taylor
* /s/ Aldo J. Tesi
- -------------------------- Director
Aldo J. Tesi
- -------------------------- Director
William A. Krause
*By:/s/ James A. Laphen February 25, 1998
--------------------------
James A. Laphen
Attorney-in-Fact
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5.1 Opinion of Housley Kantarian & Bronstein, P.C. as
to the validity of the Common Stock being
registered
23.1 Consent of Independent Auditors
23.2 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5.1)
24.1 Power of Attorney (contained in the signature
page to the Registration Statement on Form S-4 as
filed with the Commission on December 19, 1997)
99.1 Mid Continent Bancshares, Inc. 1994 Stock Option
Plan (the "Plan")
99.2 Form of Stock Option Agreement previously entered
into with Optionees with respect to
Incentive Stock Options granted under the Plan
("ISO Agreement")
99.3 Form of Stock Option Agreement previously entered
into with Optionees with respect to Non-Incentive
Stock Options granted under the Plan ("Non-
ISO Agreement")
99.4 Form of 1998 Amendment to the ISO Agreement and
Non-ISO Agreement
February 27, 1998
Board of Directors
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68101
Re:Commercial Federal Corporation
Mid Continent Bancshares, Inc. 1994 Stock Option
Plan Post-Effective Amendment No.1 on Form S-8
to the Company's Registration Statement on Form S-4
Dear Board Members:
We have acted as special counsel to Commercial Federal
Corporation, a Nebraska corporation (the "Company"), in
connection with the preparation of Post-Effective Amendment No.1
on Form S-8 to the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to 106,437 shares of common stock (the "Common
Stock"), par value $.01 per share, of the Company which may be
issued pursuant to the exercise of stock options granted under
the Mid Continent Bancshares, Inc. 1994 Stock Option Plan (the
"Plan"), all as more fully described in the Registration
Statement. You have requested the opinion of this firm with
respect to issuance of the Common Stock pursuant to the Plan.
We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to the exercise of stock options granted under
the Plan will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ J. Mark Poerio
-------------------------------
J. Mark Poerio, Esquire
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-8 to this Registration
Statement of Commercial Federal Corporation on Form S-4 of our
report dated August 15, 1997 (September 11, 1997 as to Note 29)
(which report expresses an unqualified opinion and includes an
explanatory paragraph referring to a change in the method of
accounting for mortgage servicing rights in fiscal year 1996),
appearing in the Annual Report on Form 10-K of Commercial
Federal Corporation for the year ended June 30, 1997 and to the
reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
eloitte & Touche LLP
Omaha, Nebraska
February 24, 1998
<PAGE>
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
-------------------
The Plan shall be known as the Mid Continent
Bancshares, Inc. ("Corporation") 1994 Stock Option Plan (the
"Plan"). The purpose of the Plan is to attract and retain the
best available personnel for positions of substantial
responsibility and to provide additional incentive to officers,
directors and key employees of the Corporation, or any present
or future parent or subsidiary of the Corporation to promote the
success of the business. The Plan is intended to provide for
the grant of "Incentive Stock Options," within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code") and Non-Incentive Stock Options, options that do
not so qualify. Each and every one of the provisions of the
Plan relating to Incentive Stock Options shall be interpreted to
conform to the requirements of Section 422 of the Code.
2. DEFINITIONS.
-----------
As used herein, the following definitions shall
apply.
(a) "Award" means the grant by the Committee of an
Incentive Stock Option or a Non-Incentive Stock Option, or any
combination thereof, as provided in the Plan.
(b) "Bank" shall mean Mid-Continent Federal
Savings Bank, or any successor or parent corporation thereto.
(c) "Board" shall mean the Board of Directors of
the Corporation, or any successor or parent corporation thereto.
(d) "Code" shall mean the Internal Revenue Code of
1986, as amended.
(e) "Committee" shall mean the Stock Option
Committee appointed by the Board in accordance with paragraph
5(a) of the Plan.
(f) "Common Stock" shall mean common stock, par
value $.10 per share, of the Corporation, or any successor or
parent corporation thereto.
(g) "Continuous Employment" or "Continuous Status
as an Employee" shall mean the absence of any interruption or
termination of employment with the Corporation or any present or
future Parent or Subsidiary of the Corporation. Employment
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Corporation or in the case of transfers between payroll
locations, of the Corporation or between the Corporation, its
Parent, its Subsidiaries or a successor.
(h) "Corporation" shall mean the Mid Continent
Bancshares, Inc., the parent corporation for the Bank, or any
successor or Parent thereof.
(i) "Director" shall mean a member of the Board of
the Corporation, or any successor or parent corporation thereto.
(j) "Effective Date" shall mean the date specified
in Section 15 hereof.
<PAGE>
<PAGE>
(k) "Employee" shall mean any person employed by
the Corporation or any present or future Parent or Subsidiary of
the Corporation.
(l) "Incentive Stock Option" or "ISO" shall mean
an option to purchase Shares granted by the Committee pursuant
to Section 8 hereof which is subject to the limitations and
restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code.
(m) "Non-Incentive Stock Option" or "Non-ISO"
shall mean an option to purchase Shares granted pursuant to
Section 9 hereof, which option is not intended to qualify under
Section 422 of the Code.
(n) "Option" shall mean an Incentive or Non-
Incentive Stock Option granted pursuant to this Plan providing
the holder of such Option with he right to purchase Common
Stock.
(o) "Optioned Stock" shall mean stock subject to
an Option granted pursuant to the Plan.
(p) "Optionee" shall mean any person who receives
an Option or Award pursuant to the Plan.
(q) "Parent" shall mean any present or future
corporation which would be a "parent corporation" as defined in
Subsections 424(e) and (g) of the Code.
(r) "Participant" means any director, officer or
key employee of the Corporation or any Parent or Subsidiary of
the Corporation or any other person providing a service to the
Corporation who is selected by the Committee to receive an
Award, or who by the express terms of the Plan is granted an
Award.
(s) "Plan" shall mean the Mid Continent
Bancshares, Inc. 1994 Stock Option Plan.
(t) "Share" shall mean one share of the Common
Stock.
(u) "Subsidiary" shall mean any present or future
corporation which would be a "subsidiary corporation" as defined
in Subsections 424(f) and (g) of the Code.
3. SHARES SUBJECT TO THE PLAN.
--------------------------
Except as otherwise required by the provisions of
Section 13 hereof, the aggregate number of Shares with respect
to which Awards may be made pursuant to the Plan shall not
exceed 224,825 (1). Such Shares may either be authorized but
unissued shares or treasury shares.
An Award shall not be considered to be made under
the Plan with respect to any Option which terminates prior to
its exercise, and new Awards may be granted under the Plan with
respect to the number of Shares as to which such termination has
occurred.
4. SIX MONTH HOLDING PERIOD.
------------------------
A total of six months must elapse between the date
of the grant of an Option and the date of the sale of Common
Stock received through the exercise of an Option.
_____________
(1) 10% of shares issued in the initial stock offering.
2
<PAGE>
5. ADMINISTRATION OF THE PLAN.
--------------------------
(a) (i) COMPOSITION OF THE COMMITTEE. Except as
indicated in paragraph 5(a)(ii) below, the Plan shall be
administered by the Committee consisting of at least three non-
employee Directors of the Corporation appointed by the Board and
serving at the pleasure of the Board. Officers, Directors, key
employees and other persons who are designated by the Committee
shall be eligible to receive Awards under the Plan, and all
persons designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934.
(ii) For the purpose of granting Awards to
directors, the selection of any Director to whom Awards may be
granted, as well as the number of Shares subject to Awards, must
be determined by a "disinterested committee", as defined in Rule
16b-3 under the Securities Exchange Act of 1934.
(b) POWERS OF THE COMMITTEE. The Committee is
authorized (but only to the extent not contrary to the express
provisions of the Plan or to resolutions adopted by the Board)
to interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the form and
content of Awards to be issued under the Plan and to make other
determinations necessary or advisable for the administration of
the Plan, and shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a
quorum and the action of a majority of the members present at
any meeting at which a quorum is present shall be deemed the
action of the Committee. In no event may the Committee revoke
outstanding Awards without the consent of the Participant.
The Chairman of the Corporation and such other
officers as shall be designated by the Committee are hereby
authorized to execute instruments evidencing Awards on behalf of
the Corporation and to cause them to be delivered to the
Participants.
(c) EFFECT OF COMMITTEE'S DECISION. All
decisions, determinations and interpretations of the Committee
shall be final and conclusive on all persons affected thereby.
6. ELIGIBILITY.
-----------
(i) Awards may be granted to officers,
Directors, key employees and other persons. The Committee shall
from time to time determine the officers, Directors, key
employees and other persons who shall be granted Awards under
the Plan, the number to be granted to each such officer,
Director, key employee and other persons under the Plan, and
whether Awards granted to each such Participant under the Plan
shall be Incentive and/or Non-Incentive Stock Options. In
selecting Participants and in determining the number of Shares
of Common Stock to be granted to each such Participant pursuant
to each Award granted under the Plan, the Committee may consider
the nature of the services rendered by each such Participant,
each such Participant's current and potential contribution to
the Corporation and such other factors as the Committee may, in
its sole discretion, deem relevant. Officers, Directors, key
employees or other persons who have been granted an Award may,
if otherwise eligible, be granted additional Awards.
(ii) The aggregate fair market value
(determined as of the date the Option is granted) of the Shares
with respect to which Incentive Stock Options are exercisable
for the first time by each Employee during any calendar year
(under all Incentive Stock Option plans, as defined in Section
422 of the Code, of the Corporation or any present or future
Parent or Subsidiary of the Corporation) shall not exceed
$100,000. Notwithstanding the prior provisions of this Section
6, the Committee may grant Options in excess of the foregoing
limitations, provided said Options shall be clearly and
specifically designated as not being Incentive Stock Options, as
defined in Section 422 of the Code.
3<PAGE>
<PAGE>
(iii) In no event shall Shares subject to
Options granted to non-employee Directors in the aggregate under
this Plan exceed more than 30% of the total number of Shares
authorized for delivery under this Plan pursuant to Section 3
herein. IN NO EVENT SHALL OPTIONS GRANTED TO ANY EMPLOYEE
EXCEED MORE THAN 25% OF THE TOTAL NUMBER OF SHARES AUTHORIZED
FOR DELIVERY UNDER THE PLAN.
7. TERM OF THE PLAN.
The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated
pursuant to Section 18 hereof. No Option shall be granted under
the Plan after ten (10) years from the Effective Date.
8. TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS.
-----------------------------------------------
Incentive Stock Options may be granted only to
Participants who are Employees. Each Incentive Stock Option
granted pursuant to the Plan shall be evidenced by an instrument
in such form as the Committee shall from time to time approve.
Each and every Incentive Stock Option granted pursuant to the
Plan shall comply with, and be subject to, the following terms
and conditions:
(a) OPTION PRICE.
(i) The price per Share at which each
Incentive Stock Option granted under the Plan may be exercised
shall not, as to any particular Incentive Stock Option, be less
than the fair market value of the Common Stock at the time such
Incentive Stock Option is granted. For such purposes, if the
Common Stock is traded otherwise than on a national securities
exchange at the time of the granting of an Option, then the
price per Share of the Optioned Stock shall be not less than the
mean between the bid and asked priced on the date the Incentive
Stock Option is granted or, if there is no bid and asked price
on said date, then on the next prior business day on which there
was a bid and asked price. If no such bid and asked price is
available, then the price per Share shall be determined by the
Committee. If the Common Stock is listed on a national
securities exchange at the time of the granting of an Incentive
Stock Option, then the price per Share shall be not less than
the average of the highest and lowest selling price on such
exchange on the date such Incentive Stock Option is granted or,
if there were no sales on said date, then the price shall not be
less than the mean between the bid and asked price on such date.
(ii) In the case of an Employee who owns
Common Stock representing more than ten percent (10%) of the
outstanding Common Stock at the time the Incentive Stock Option
is granted, the Incentive Stock Option price shall not be less
than one hundred and ten percent (110%) of the fair market value
of the Common Stock at the time the Incentive Stock Option is
granted.
(b) PAYMENT. Full payment for each Share of
Common Stock purchased upon an exercise of any Incentive Stock
Option granted under the Plan shall be made at the time of
exercise of each such Incentive Stock Option and shall be paid
in cash (in United States Dollars), Common Stock or a
combination of cash and Common Stock. Common Stock utilized in
full or partial payment of the exercise price shall be valued at
its fair market value at the date of exercise. The Corporation
shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No Shares of Common Stock
shall be issued until full payment therefor has been received by
the Corporation, and no Optionee shall have any of the rights of
a stockholder of the Corporation until Shares of Common Stock
are issued to him.
(c) TERM OF INCENTIVE STOCK OPTION. The term of
each Incentive Stock Option granted pursuant to the Plan shall
be not more than ten (10) years from the date each such
Incentive Stock Option is granted, provided that in the case of
an Employee who owns stock representing more than ten percent
(10%) of the Common Stock outstanding at the time the Incentive
Stock Option is granted, the term of the Incentive Stock Option
shall not exceed five (5) years.
4<PAGE>
<PAGE>
(d) EXERCISE GENERALLY. Except as otherwise
provided in Section 10 hereof, no Incentive Stock Option may be
exercised unless the Optionee shall have been in the employ of
the Corporation at all times during the period beginning with
the date of grant of any such Incentive Stock Option and ending
on the date three (3) months prior to the date of exercise of
any such Incentive Stock Option. The Committee may impose
additional conditions upon the right of an Optionee to exercise
any Incentive Stock Option granted hereunder which are not
inconsistent with the terms of the Plan or the requirements for
qualification as an Incentive Stock Option under Section 422 of
the Code.
(e) CASHLESS EXERCISE. An Optionee who has held
an Incentive Stock Option for at least six months may engage in
the "cashless exercise" of the Option. In a cashless exercise,
an Optionee gives the Corporation written notice of the exercise
of the Option together with an order to a registered broker-
dealer or equivalent third party, to sell part or all of the
Optioned Stock and to deliver enough of the proceeds to the
Corporation to pay the Option price and any applicable
withholding taxes. If the Optionee does not sell the Optioned
Stock through a registered broker-dealer or equivalent third
party, he can give the Corporation written notice of the
exercise of the Option and the third party purchaser of the
Optioned Stock shall pay the Option price plus any applicable
withholding taxes to the Corporation.
(f) TRANSFERABILITY. Any Incentive Stock Option
granted pursuant to the Plan shall be exercised during an
Optionee's lifetime only by the Optionee to whom it was granted
and shall not be assignable or transferable otherwise than by
will or by the laws of descent and distribution.
9. TERMS AND CONDITIONS OF NON-INCENTIVE STOCK OPTIONS.
---------------------------------------------------
Each Non-Incentive Stock Option granted pursuant to
the Plan shall be evidenced by an instrument in such form as the
Committee shall from time to time approve. Each and every Non-
Incentive Stock Option granted pursuant to the Plan shall comply
with and be subject to the following terms and conditions.
(a) OPTIONS GRANTED TO DIRECTORS. Subject to the
limitations of Section 6(iii), 11,241(2) Non-Incentive Stock
Options will be granted to each Director who is not an Employee
as of the Effective Date and who has not less than five years of
Board service as of such date at an exercise price equal to the
fair market value of the Common Stock on such date of grant.
Options may be granted to newly appointed or elected non-
employee Directors within the sole discretion of the Committee.
The Option will be exercisable immediately upon stockholder
ratification of the Plan and will remain exercisable for up to
ten years from such date of grant. The price per Share at which
such Options granted shall be equal to the fair market value of
the Common Stock at the time such Options are granted. For such
purposes, if the Common Stock is traded otherwise than on a
national securities exchange at the time of granting of the
Options, then the price per Share of the Optioned Stock shall be
not less than the mean between the bid and asked price on the
date the Options are granted or, if there is no bid and asked
price on said date, then on the next prior business day on which
there was a bid and asked price. If no such bid and asked price
is available, then the price per Share shall be determined by
the Committee. If the Common Stock is listed on a national
securities exchange at the time of the granting of an Option,
then the price per Share shall be not less than the average of
the highest and lowest selling price on such exchange on the
date such Options are granted or, if there were no sales on said
date, then the price shall be not less than the mean between the
bid and asked price on such date. Such Options may be exercised
for a period of ten years following the date of grant without
regard to the continued services of such Directors, or in the
event of such person's death during the term of his
directorship, by the personal representative of his estate or
person or persons to whom his rights under such Option shall
have passed by will or by laws of descent and distribution.
Unless otherwise inapplicable, or inconsistent with the
provisions of this paragraph, the Options to be granted to
Directors hereunder shall be subject to all other provisions of
this Plan.
_______________
(2) Non-discretionary formula grant of options to directors
equalling 5.0% of total shares reserved to each non-
employee director, to a maximum of 30% in the aggregate.
5<PAGE>
<PAGE>
(b) OPTION PRICE. The exercise price per Share of
Common Stock for each Non-Incentive Stock Option granted
pursuant to the Plan, other than Options granted pursuant to
Section 9(a) herein, shall be at such price as the Committee may
determine in its sole discretion.
(c) PAYMENT. Full payment for each Share of
Common Stock purchased upon the exercise of any Non-Incentive
Stock Option granted under the Plan shall be made at the time of
exercise of each such Non-Incentive Stock Option and shall be
paid in cash (in United States Dollars), Common Stock or a
combination of cash and Common Stock. Common Stock utilized in
full or partial payment of the exercise price shall be valued at
its fair market value at the date of exercise. The Corporation
shall accept full or partial payment in Common Stock only to the
extent permitted by applicable law. No Shares of Common Stock
shall be issued until full payment therefor has been received by
the Corporation and no Optionee shall have any of the rights of
a stockholder of the Corporation until the Shares of Common
Stock are issued to him.
(d) TERM. The term of each Non-Incentive Stock
Option granted pursuant to the Plan shall be not more than ten
(10) years from the date each such Non-Incentive Stock Option is
granted.
(e) EXERCISE GENERALLY. The Committee may impose
additional conditions upon the right of any Participant to
exercise any Non-Incentive Stock Option granted hereunder which
is not inconsistent with the terms of the Plan.
(f) CASHLESS EXERCISE. An Optionee who has held a
Non-Incentive Stock Option for at least six months may engage in
the "cashless exercise" of the Option. In a cashless exercise,
an Optionee gives the Corporation written notice of the exercise
of the Option together with an order to a registered broker-
dealer or equivalent third party, to sell part or all of the
Optioned Stock and to deliver enough of the proceeds to the
Corporation to pay the Option price and any applicable
withholding taxes. If the Optionee does not sell the Optioned
Stock through a registered broker-dealer or equivalent third
party, he can give the Corporation written notice of the
exercise of the Option and the third party purchaser of the
Optioned Stock shall pay the Option price plus any applicable
withholding taxes to the Corporation.
(g) TRANSFERABILITY. Any Non-Incentive Stock
Option granted pursuant to the Plan shall be exercised during an
Optionee's lifetime only by the Optionee to whom it was granted
and shall not be assignable or transferable otherwise than be
will or by the laws of descent and distribution.
10. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR
DEATH ON INCENTIVE STOCK OPTIONS.
--------------------------------------------------
(a) TERMINATION OF EMPLOYMENT. In the event that
any Optionee's employment with the Corporation shall terminate
for any reason, other than Permanent and Total Disability (as
such term is defined in Section 22(e)(3) of the Code) or death,
all of any such Optionee's Incentive Stock Options, and all of
any such Optionee's rights to purchase or receive Shares of
Common Stock pursuant thereto, shall automatically terminate on
the earlier of (i) the respective expiration dates of any such
Incentive Stock Options (ii) the expiration of not more than
three (3) months after the date of such termination of
employment, but only if, and to the extent that, the Optionee
was entitled to exercise any such Incentive Stock Options at the
date of such termination of employment. In the event that a
subsidiary ceases to be a subsidiary of the Corporation, the
employment of all of its employees who are not immediately
thereafter employees of the Corporation shall be deemed to
terminate upon the date such subsidiary so ceases to be a
Subsidiary of the Corporation.
(b) DISABILITY. In the event that any Optionee's
employment with the Corporation shall terminate as the result of
the Permanent and Total Disability of such Optionee, such
Optionee may exercise any Incentive Stock Options granted to him
pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options
or (ii) the date which is one (1) year after the date of such
termination of employment, but only if, and to the extent that,
the Optionee was entitled to exercise any such Incentive Stock
Options as the date
6<PAGE>
<PAGE>
of such termination of employment.
(c) DEATH. In the event of the death of an
Optionee, any Incentive Stock Options granted to such Optionee
may be exercised by the person or persons to whom the Optionee's
rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's
estate during the period of administration) at any time prior to
the earlier of (i) the respective expiration dates of any such
Incentive Stock Options or (ii) the date which is two (2) years
after the date of death of such Optionee but only if, and to the
extent that, the Optionee was entitled to exercise any such
Incentive Stock Options at the date of death. For purposes of
this Section 10(c), any Incentive Stock Option held by an
Optionee shall be considered exercisable at the date of his
death if the only unsatisfied condition precedent to the
exercisabilty of such Incentive Stock Option at the date of
death is the passage of a specified period of time. At the
discretion of the Committee, upon exercise of such Option the
Optionee may receive Shares or cash or combination thereof. If
cash shall be paid in lieu of Shares, such cash shall be equal
to the difference between the fair market value of such Shares
and the exercise price of such Options on the exercise date.
(d) INCENTIVE STOCK OPTIONS DEEMED EXERCISABLE.
For purposes of Sections 10(a), 10(b) and 10(c) above, any
Incentive Stock Option held by any Optionee shall be considered
exercisable at the date of termination of his employment if any
such Incentive Stock Option would have been exercisable at such
date of termination of employment.
(e) TERMINATION OF INCENTIVE STOCK OPTIONS. To
the extent that any Incentive Stock Option granted under the
Plan to any Optionee whose employment with the Corporation
terminates shall not have been exercised within the applicable
period set forth in this Section 10, any such Incentive Stock
Option, and all rights to purchase or receive Shares of Common
Stock pursuant thereto, as the case may be, shall terminate on
the last day of the applicable period.
11. EFFECT OF TERMINATION OF EMPLOYMENT, DISABILITY OR
DEATH ON NON-INCENTIVE STOCK OPTIONS.
--------------------------------------------------
The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an
Optionee's employment, disability of an Optionee or his death
shall be such terms and conditions as the Committee shall, in
its sole discretion, determine at the time of termination,
unless specifically provided for by the terms of the Agreement
at the time of grant of the Award.
12. RIGHT OF REPURCHASE AND RESTRICTIONS ON DISPOSITION.
---------------------------------------------------
The Committee, in its sole discretion, may include, as
a term of any Incentive Stock Option or Non-Incentive Stock
Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares
acquired by an Optionee pursuant to the exercise of any such
Options. The intent of the Repurchase Right is to encourage the
continued employment of the Optionee. The Repurchase Right
shall provide for, among other things, a specified duration of
the Repurchase Right, a specified price per Share to be paid
upon the exercise of the Repurchase Right and a restriction on
the disposition of the Shares by the Optionee during the period
of the Repurchase Right. The Repurchase Right may permit the
Corporation to transfer or assign such right to another party.
The Corporation may exercise the Repurchase Right only to the
extent permitted by applicable law.
<PAGE>
13. RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN
CONTROL AND SIMILAR TRANSACTIONS.
--------------------------------------------------
(a) ADJUSTMENT. Subject to any required action by
the stockholders of the Corporation, within the sole discretion
of the Committee, the aggregate number of Shares of Common Stock
for which Options may be granted hereunder, the number of Shares
of Common Stock covered by each outstanding Option, and the
exercise price per Share of Common Stock of each such Option,
shall all be proportionately adjusted for any increase or
decrease in the number of issued and outstanding Shares of
Common Stock resulting from a subdivision or consolidation of
Shares (whether by reason of merger, consolidation,
recapitalization, reclassification, split-up, combination of
shares, or
7<PAGE>
<PAGE>
otherwise) or the payment of a stock dividend (but
only on the Common Stock) or any other increase or decrease in
the number of such Shares of Common Stock effected without the
receipt of consideration by the Corporation (other than Shares
held by dissenting stockholders).
(b) CHANGE IN CONTROL. All outstanding Awards
shall become immediately exercisable in the event of a change in
control or imminent change in control of the Corporation, as
determined by the Committee. In the event of such a change in
control or imminent change in control, the Optionee shall, at
the discretion of the Committee, be entitled to receive cash in
an amount equal to the fair market value of the Common Stock
subject to any Incentive or Non-Incentive Stock Option over the
Option Price of such Shares, in exchange for the surrender of
such Options by the Optionee on that date in the event of a
change in control or imminent change in control of the
Corporation. For purposes of this Section 13, "change in
control" shall mean: (i) the execution of an agreement for sale
of all, or a material portion, of the assets of the Corporation;
(ii) the execution of an agreement for a merger or
recapitalization of the Corporation or any merger or
recapitalization whereby the Corporation is not the surviving
entity; (iii) a change of control of the Corporation, as
otherwise defined or determined by the Office of Thrift
Supervision or regulations promulgated by it; or (iv) the
acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d)
of the Securities Exchange act of 1934 and the rules and
regulations promulgated thereunder) of twenty-five percent (25%)
or more of the outstanding voting securities of the Corporation
by any person, trust, entity or group. This limitation shall
not apply to the purchase of shares by underwriters in
connection with a public offering of Corporation stock, or the
purchase of shares of up to 25% of any class of securities of
the Corporation by a tax-qualified employee stock benefit plan
which is exempt from the approval requirements, set forth under
12 C.F.R. Subsection 574.3(c)(1)(vi) as now in effect or as may
hereafter be amended. The term "person" refers to an individual
or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated
organization or any other form of entity not specifically listed
herein. For purposes of this Section 13, "imminent change in
control" shall refer to any offer or announcement, oral or
written, by any person or persons acting as a group, to acquire
control of the Corporation. The decision of the Committee as to
whether a change in control or imminent change in control has
occurred shall be conclusive and binding.
(c) EXTRAORDINARY CORPORATE ACTION. Subject to
any required action by the stockholders of the Corporation, in
the event of any change in control, recapitalization, merger,
consolidation, exchange of Shares, spin-off, reorganization,
tender offer, liquidation or other extraordinary corporate
action or event, the Committee, in its sold discretion, shall
have the power, prior or subsequent to such action or event to:
(i) appropriately adjust the number of
Shares of Common Stock subject to each Option, the exercise
price per Share of Common Stock, and the consideration to be
given or received by the Corporation upon the exercise of any
outstanding Option;
(ii) cancel any or all previously granted
Options, provided that appropriate consideration is paid to the
Optionee in connection therewith; and/or
(iii) make such other adjustments in
connection with the Plan as the Committee, in its sole
discretion, deems necessary, desirable, appropriate or
advisable; provided, however, that no action shall be taken by
the Committee which would cause Incentive Stock Options granted
pursuant to the Plan to fail to meet the requirements of Section
422 of the Code.
Except as expressly provided in Sections 13(a) and
13(b) hereof, no Optionee shall have any rights by reason of the
occurrence of any of the events described in this Section 13.
(d) ACCELERATION. The Committee shall at all
times have the power to accelerate the exercise date of Options
previously granted under the Plan.
8<PAGE>
<PAGE>
14. TIME OF GRANTING OPTIONS.
------------------------
The date of grant of an Option under the Plan shall,
for all purposes, be the date on which the Committee makes the
determination of granting such Option. Except, however, for
purposes of compliance with Section 16 of the Securities
Exchange Act of 1934, the date of grant of an Option shall be
deemed the later of the date of grant or the date of stockholder
approval of the Plan. Notice of the determination of the grant
of an Option shall be given to each individual to whom an Option
is so granted within a reasonable time after the date of such
grant in a form determined by the Committee.
15. EFFECTIVE DATE.
--------------
The Plan shall become effective upon the date of
ratification of the Plan by the stockholders of the Corporation.
The Committee may grant options prior to the Effective Date with
such option grants to be effective upon the date of stockholder
ratification of the Plan.
16. RATIFICATION BY STOCKHOLDERS.
----------------------------
The Plan shall be ratified by stockholders of the
Corporation within twelve (12) months before or after the date
the Plan is approved by the Board.
17. MODIFICATION OF OPTIONS.
-----------------------
At any time and from time to time, the Board may
authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option,
provided no such modification, extension or renewal shall confer
on the holder of said Option any right or benefit which could
not be conferred on him by the grant of a new Option at such
time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the
Option, except as otherwise permitted under Section 18 hereof.
Notwithstanding anything herein to the contrary, the Committee
shall have the authority to cancel outstanding Options with the
consent of the Optionee and to reissue new Options at a lower
exercise price, but in no event less than the then fair market
value per share of Common Stock, in the event that the fair
market value per share of Common Stock at any time prior to the
date of exercise of outstanding Options falls below the exercise
price of such Options.
18. AMENDMENT AND TERMINATION OF THE PLAN.
-------------------------------------
(a) ACTION BY THE BOARD. The Board may alter,
suspend or discontinue the Plan, except that no action of the
Board may increase (other than as provided in Section 13 hereof)
the maximum number of Shares permitted to be optioned under the
Plan, materially increase the benefits accruing to Participants
under the Plan or materially modify the requirements for
eligibility for participation in the Plan unless such action of
the Board shall be subject to approval or ratification by the
stockholders of the Corporation.
(b) CHANGE IN APPLICABLE LAW. Notwithstanding any
other provision contained in the Plan, in the event of a change
in any federal or state law, rule or regulation which would make
the exercise of all or part of any previously granted Incentive
and/or Non-Incentive Stock Option unlawful or subject the
Corporation to any penalty, the Committee may restrict any such
exercise without the consent of the Optionee or other holder
thereof in order to comply with any such law, rule or regulation
or to avoid any such penalty.
9<PAGE>
<PAGE>
19. CONDITIONS UPON ISSUANCE OF SHARES.
----------------------------------
Shares shall not be issued with respect to any Option
granted under the Plan unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder, any
applicable state securities law and the requirements of any
stock exchange upon which the Shares may then be listed.
The inability of the Corporation to obtain any necessary
authorizations, approvals or letters of non-objection from any
regulatory body or authority deemed by the Corporation's counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder shall relieve the Corporation of any liability in
respect of the non-issuance or sale of such Shares.
As a condition to the exercise of an Option, the
Corporation may require the person exercising the Option to make
such representations and warranties as may be necessary to
assure the availability of an exemption from the registration
requirements of federal or state securities law.
20. RESERVATION OF SHARES.
---------------------
During the term of the Plan, the Corporation will
reserve and keep available a number of Shares sufficient to
satisfy the requirements of the Plan.
21. UNSECURED OBLIGATION.
--------------------
No Participant under the Plan shall have any interest
in any fund or special asset of the Corporation by reason of the
Plan or the grant of any Incentive or Non-Incentive Stock Option
under the Plan. No trust fund shall be created in connection
with the Plan or any grant of any Incentive or Non-Incentive
Stock Option hereunder and there shall be no required funding of
amounts which may become payable to any Participant.
22. WITHHOLDING TAX.
---------------
The Corporation shall have the right to deduct from
all amounts paid in cash with respect to the cashless exercise
of Options under the Plan any taxes required by law to be
withheld with respect to such cash payments. Where a
Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option pursuant to the Plan, the
Corporation shall have the right to require the Participant or
such other person to pay the Corporation the amount of any taxes
which the Corporation is required to withhold with respect to
such Shares, or, in lieu thereof, to retain, or sell without
notice, a number of such Shares sufficient to cover the amount
required to be withheld.
23. GOVERNING LAW.
-------------
The Plan shall be governed by and construed in
accordance with the laws of the State of Kansas, except to the
extent that federal law shall be deemed to apply.
10
<PAGE>
STOCK OPTION AGREEMENT
----------------------
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
STOCK OPTIONS for a total of _________ shares of Common
Stock, par value $.10 per share, of Mid Continent Bancshares
Inc. (the "Company"), which Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Internal Revenue
Code of 1986 as amended, is hereby granted to
_______________________________ (the "Optionee") at the price
determined as provided in, and in all respects subject to the
terms, definitions and provisions of the 1994 Stock Option Plan
(the "Plan") adopted by the Company which is incorporated by
reference herein, receipt of which is hereby acknowledged.
1. OPTION PRICE. The Option price is $11.75 for each
Share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. EXERCISES OF OPTION. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(a) SCHEDULE OF RIGHTS TO EXERCISE.
Total of Shares Subject
to Option Which May
Date of Vesting of Option Be Exercised
- ------------------------- -----------------------
January 27, 1996 . . . . . . . . . . . One-third
January 27, 1997 . . . . . . . . . . . One-third
January 27, 1998 . . . . . . . . . . . One-third
Notwithstanding any provisions in this Section 2, in no
event shall this Option be exercisable prior to six months
following the date of grant or the date of ratification of the
Plan by the Company's stockholders, whichever is later.
<PAGE>
<PAGE>
(b) METHOD OF EXERCISE. This Option shall be
exercisable by a written notice which shall:
(i) State the election to exercise the Option, the
number of Shares with respect to which it is being
exercised, the person in whose name the stock
certificate or certificates for such Shares of Common
Stock is to be registered, his address and Social
Security Number (or if more than one, the names,
addresses and Social Security Numbers of such persons);
(ii) Contain such representations and agreements
as to the holder's investment intent with respect to
such shares of Common Stock as may be satisfactory to
the Company's counsel;
(iii) Be signed by the person or persons entitled
to exercise the Option and, if the Option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or
persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect
to which the Option is being exercised shall be certified or
bank cashier's or teller's check. The certificate or
certificates for shares of Common Stock as to which the Option
shall be exercised shall be registered in the name of the person
or persons exercising the Option.
(c) RESTRICTIONS ON EXERCISE. This Option may not be
exercised if the issuance of the Shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. NON-TRANSFERABILITY OF OPTION. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the lifetime
of the Optionee only by the Optionee. The terms of this Option
shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
4. TERMS OF OPTION. This Option may not be exercised more
than ten (10) years from the date of grant of this Option, as
set forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
2<PAGE>
<PAGE>
5. RELATED MATTERS. Notwithstanding anything herein to
the contrary, additional conditions or restrictions related to
such Options may be contained in the Plan or the resolutions of
the Plan Committee authorizing such grant of Options.
Mid Continent Bancshares, Inc.
Date of Grant:
January 27, 1995 By:____________________________
Attest:
_______________________
[SEAL]
3<PAGE>
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
------------------------------------
PURSUANT TO THE
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
________________
(Date)
Mid Continent Bancshares, Inc.
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase _____ shares, par value $.10, of Commons
Stock of Mid Continent Bancshares, Inc. under and pursuant to a
Stock Option Agreement dated ________, 19__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$____________ of cash or check
____________ of Common Stock
$ Total
=============
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name _______________________________________________
Address ____________________________________________
Social Security Number _____________________________
Very truly yours,
_______________________
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STOCK OPTION AGREEMENT
----------------------
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
____________________________________________
STOCK OPTIONS for a total of ______ shares of Common Stock,
par value $.10 per share, of Mid Continent Bancshares, Inc. (the
"Company") is hereby granted to ______________ (the "Optionee") at
the price determined as provided in, and in all respects subject
to the terms, definitions and provisions of the 1994 Stock
Option Plan (the "Plan") adopted by the Company which is
incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options
granted under Section 422 of the Internal Revenue Code of 1986,
as amended.
1. OPTION PRICE. The Option price is $11.75 for each
Share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. EXERCISE OF OPTION. This Option shall be exercisable
in accordance with provisions of the Plan as follows:
(a) SCHEDULE OF RIGHTS TO EXERCISE.
Percentage of Shares
Subject to Option Which
Date of Vesting of Option May Be Exercised
- ------------------------- -----------------------
January 27, 1996 . . . . . . . . . . . ______Options
January 27, 1997 . . . . . . . . . . . ______Options
January 27, 1998 . . . . . . . . . . . ______Options
Notwithstanding any provisions in this Section 2, in no
event shall this Option be exercisable prior to six months
following the date of grant or the date of ratification of the
Plan by the Company's stockholders, whichever is later. Options
shall be 100% vested and exercisable upon death, disability,
retirement following not less than ten (10) years of service
with the Mid-Continent Federal Savings Bank, or a Change in
Control of the Corporation.
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(b) METHOD OF EXERCISE. This Option shall be
exercisable by a written notice which shall:
(i) State the election to exercise the Option,
the number of Shares with respect to which it is being
exercised, the person in whose name the stock
certificate or certificates for such Shares of Common
Stock is to be registered, his address and Social
Security Number (or if more than one, the names,
addresses and Social Security Numbers of such
persons);
(ii) Contain such representations and agreements
as to the holder's investment intent with respect to
such shares of Common Stock as may be satisfactory to
the Company's counsel;
(iii) Be signed by the person or persons entitled
to exercise the Option and, if the Option is being
exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right to such person
or persons to exercise the Option; and
(iv) Be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any Shares with respect
to which the Option is being exercised shall be by certified or
bank cashier's or teller's check. The certificate or
certificates for shares of Common Stock as to which the Option
shall be exercised shall be registered in the name of the person
or persons exercising the Option.
(c) RESTRICTIONS ON EXERCISE. This Option may not be
exercised if the issuance of the Shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. NON-TRANSFERABILITY OF OPTION. This option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution and may be exercised during the lifetime
of the Optionee only by the Optionee. The terms of this Option
shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
-2-<PAGE>
<PAGE>
4. TERM OF OPTION. This Option may not be exercised more
than ten (10) years from the date of grant of this Option, as
set forth below, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.
Mid Continent Bancshares, Inc.
Date of Grant:
January 27, 1995 By:____________________________
Attest:
_______________________
[SEAL]
-3-<PAGE>
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
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PURSUANT TO THE
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
____________
(Date)
Mid Continent Bancshares, Inc.
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock
Option to purchase ______ shares, par value $.10, of Common
Stock of Mid Continent Bancshares, Inc. under and pursuant to a
Stock Option Agreement dated __________, 19__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$____________ of cash or check
____________ of Common Stock
$ Total
=============
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person(s) is as follows:
Name _______________________________________________
Address ____________________________________________
Social Security Number _____________________________
Very truly yours,
_______________________
<PAGE>
COMMERCIAL FEDERAL CORPORATION
MID CONTINENT BANCSHARES, INC.
1994 STOCK OPTION PLAN
________________________________________
1998 Amendment to Stock Option Agreement
________________________________________
WHEREAS, Commercial Federal Corporation ("CFC") and
Commercial Federal Bank, a Federal Savings Bank (the "Bank")
have entered into a merger agreement (the "Merger Agreement")
with Mid Continent Bancshares, Inc. ("MCB") and Mid-Continent
Federal Savings Bank on September 2, 1997, whereby MCB will
merge with and into CFC and Mid-Continent Federal Savings Bank
will merge with and into the Bank;
WHEREAS, MCB maintains the Mid Continent Bancshares, Inc.
1994 Stock Option Plan (the "Plan"), and CFC intends to assume
the Plan and all obligations thereunder following the closing of
the merger; and
WHEREAS, Section 1.8(a) of the Merger Agreement provides
that each option outstanding under the Plan shall continue
outstanding as an option to purchase shares of CFC's common
stock ("Common Stock") and under the same terms and conditions
as were applicable immediately prior to the closing of the
merger, except that (i) the number of shares of Common Stock
covered by each outstanding option, and the exercise price of
each such stock option, shall be proportionately adjusted in
accordance with the Exchange Ratio set forth in Section 1.3 of
the Merger Agreement, and (ii) the options shall become fully
vested on the closing date of the merger, per Section 4.16(b) of
the Merger Agreement;
WHEREAS, MCB previously entered into a Stock Option
Agreement dated ________________ ___, 19__ (the "Option
Agreement") with (the "Optionee"), and the Optionee received the
following grants of incentive stock options ("ISOs") and/or
non-incentive stock options ("Non-ISOs"):
Shares of MCB's
ISO or Common Stock Exercise
Grant Date Non-ISO Subject to the Option Price
---------- ------- --------------------- --------
<PAGE>
<PAGE>
Mid Continent Bancshares, Inc. 1994 Stock Option Plan
1998 Amendment to Stock Option Agreement
Page 2
NOW, THEREFORE, BE IT RESOLVED that the Optionee shall
receive shares of Common Stock upon exercise of the stock
options granted to him or her under the Plan; and be it
RESOLVED FURTHER, that the provisions of the Option
Agreement that specify the number of shares of common stock
covered by the option and the option price for each share shall
be amended pursuant to the terms of the Merger Agreement to
provide as follows:
Shares of MCB's Adjusted
ISO or Common Stock Exercise
Grant Date Non-ISO Subject to the Option Price
---------- ------- --------------------- --------
Nothing contained herein shall be held to alter, vary or
affect any of the terms, provisions, or conditions of the Plan
or the Option Agreement other than as stated above.
COMMERCIAL FEDERAL CORPORATION
By ___________________________
Its _______________________
_____________________
Date Attest: ____________________(Seal)
