<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on July 7,
1998.
Registration No. 333-_____
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_________________________________________
COMMERCIAL FEDERAL CORPORATION
- ------------------------------------------------------
(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 68124
(402) 554-9200
----------------------------------------
(Address of Principal Executive Offices)
Commercial Federal Corporation
1996 Stock Option and Incentive Plan as Amended
-------------------------------------------------
(Full Title of the Plan)
Mr. James A. Laphen, President
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68124
---------------------------------------
(Name and Address of Agent For Service)
(402) 390-5361
-------------------------------------------------------------
(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
(202) 822-9611
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
Title Of Each Proposed Maximum Proposed Maximum Amount Of
Class Of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 2,400,000 (1) (2) (2) $22,302
====================================================================================
<FN>
(1) Maximum number of additional shares issuable under the 1998 Amendment to
the Commercial Federal Corporation 1996 Stock Option and Incentive Plan,
as such amount may be increased in accordance with said plan in the event
of a merger, consolidation, recapitalization, stock dividend, stock split
or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia,
based upon the price at which the options may be exercised. However, no
shares being registered hereby are currently under option. Therefore, the
shares (2,400,000) which are not presently subject to option are being
registered based upon the average of the high and low selling prices of the
common stock of the Registrant as reported on the New York Stock Exchange on
June 29, 1998 of $31.50 per share ($75,600,000 in the aggregate).
</FN>
</TABLE>
<PAGE>
This new registration statement on Form S-8 registers
2,400,000 shares of common stock of the Registrant as a
supplement to the registrant's existing registration statement
on Form S-8, Commission File No. 333-20739, which registered
1,050,000 shares of such stock. The number of registered shares
was subsequently increased to 1,575,000 shares due to a 3-for-2
stock split effective December 15, 1997. In accordance with
General Instruction E to Form S-8, this registration statement
incorporates by reference the contents of that registration
statement.
<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 July 6, 1998.
COMMERCIAL FEDERAL CORPORATION
By: /s/ William A. Fitzgerald
-----------------------------
William A. Fitzgerald
Chairman of the Board
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Commercial
Federal Corporation, do hereby severally constitute and appoint
William A. Fitzgerald and James A. Laphen and each of them
singly, our true and lawful attorneys and agents, to do any and
all things and acts in our names in the capacities indicated
below and to execute any and all instruments for us and in our
names in the capacities indicated below which said William A.
Fitzgerald and/or James A. Laphen may deem necessary or
advisable to enable Commercial Federal Corporation to comply
with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on
Form S-8 relating to the offering of Commercial's Common Stock,
including specifically, but not limited to, power and authority
to sign for us in our names in the capacities indicated below
the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said William A. Fitzgerald and/or James A.
Laphen shall do or cause to be done by virtue thereof.
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 July 6, 1998
- ----------------------------- and Director
William A. Fitzgerald
Chairman of the Board and
Chief Executive Officer
/s/ James A. Laphen Principal Financial Officer July 6, 1998
- ------------------------------
James A. Laphen
President, Chief Operating Officer
and Chief Financial Officer
/s/ Gary L. Matter Principal Accounting Officer July 6, 1998
- -------------------------------
Gary L. Matter
Senior Vice President, Controller
and Secretary
/s/ Talton K. Anderson Director July 6, 1998
- -------------------------------
Talton K. Anderson
/s/ Michael P. Glinsky Director July 6, 1998
- -------------------------------
Michael P. Glinsky
/TABLE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ William A. Krause Director July 6, 1998
- -------------------------------
William A. Krause
/s/ Robert F. Krohn Director July 6, 1998
- -------------------------------
Robert F. Krohn
Director ____________
- -------------------------------
Carl G. Mammel
/s/ Robert S. Milligan Director July 6, 1998
- -------------------------------
Robert S. Milligan
/s/ James P. O'Donnell Director July 6, 1998
- -------------------------------
James P. O'Donnell
/s/ Robert D. Taylor Director July 6, 1998
- -------------------------------
Robert D. Taylor
/s/ Aldo J. Tesi Director July 6, 1998
- -------------------------------
Aldo J. Tesi
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- -------
5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the validity of the Common Stock being registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
99.1 Commercial Federal Corporation 1996 Stock Option and
Incentive Plan as Amended
99.2 Form of Stock Option Agreement to be entered into
with Optionees with respect to Incentive Stock
Options granted under the Commercial Federal
Corporation 1996 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 99.2 to the
Company's Registration Statement on Form S-8 (File
No. 333-20739))
99.3 Form of Stock Option Agreement to be entered into
with Optionees with respect to Non-Incentive Stock
Options granted under the Commercial Federal
Corporation 1996 Stock Option and Incentive Plan
(incorporated by reference to Exhibit 99.3 to the
Company's Registration Statement on Form S-8 (File
No. 333-20739))
99.4 Form of Agreement to be entered into with Optionees
with respect to Stock Appreciation Rights granted
under the Commercial Federal Corporation 1996 Stock
Option and Incentive Plan (incorporated by reference
to Exhibit 99.4 to the Company's Registration
Statement on Form S-8 (File No. 333-20739))
99.5 Notice of Restricted Stock Award (incorporated by
reference to Exhibit 99.5 to the Company's
Registration Statement on Form S-8 (File No.
333-20739))
July 7, 1998
Board of Directors
Commercial Federal Corporation
2120 South 72nd Street
Omaha, Nebraska 68124
Re: Registration Statement on Form S-8
Commercial Federal Corporation 1996 Stock Option and
Incentive Plan As Amended
Gentlemen:
We have acted as special counsel to Commercial Federal
Corporation, a Nebraska corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to an additional 2,400,000 shares of common
stock, par value $.01 per share (the "Common Stock") of the
Company which maybe issued pursuant to the 1998 Amendment to the
Commercial Federal Corporation 1996 Stock Option and Incentive
Plan (the "Plan"), all as more fully described in the
Registration Statement. You have requested the opinion of this
firm with respect to certain legal aspects of the proposed
offering.
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 and in accordance with the terms of 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
Registration Statement of Commercial Federal Corporation on Form
S-8 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 relating 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 such Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Omaha, Nebraska
July 6, 1998
<PAGE>
<PAGE>
COMMERCIAL FEDERAL CORPORATION
1996 STOCK OPTION AND INCENTIVE PLAN AS AMENDED *
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of
the Company through providing select key Employees and Directors
of the Bank, the Company, and their Affiliates with the
opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate the
best available personnel for positions of substantial
responsibility and to provide additional incentives to Directors
and key Employees of the Company or any Affiliate to promote the
success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or
"subsidiary corporation" of the Company, as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered
into in accordance with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs,
unless the context clearly indicates a different meaning.
(d) "Bank" shall mean Commercial Federal Bank, a Federal
Savings Bank.
(e) "Board" shall mean the Board of Directors of the
Company.
(f) "Change in Control" shall mean any one of the
following events: (i) the acquisition of ownership, holding or
power to vote more than 20% of the Bank's or the Company's
voting stock, (ii) the acquisition of the ability to control the
election of a majority of the Bank's or the Company's directors,
(iii) the acquisition of a controlling influence over the
management or policies of the Bank or the Company by any person
or by persons acting as a "group" (within the meaning of Section
13(d) of the Securities Exchange Act of 1934), or (iv) during
any period of two consecutive years, individuals (the
"Continuing Directors") who at the beginning of such period
constitute the Board of Directors of the Bank or the Company
(the "Existing Board") cease for any reason to constitute at
least two-thirds thereof, provided that any individual whose
election or nomination for election as a member of the Existing
Board was approved by a vote of at least two-thirds of the
Continuing Directors then in office shall be considered a
Continuing Director. Notwithstanding the foregoing, in the case
of (i), (ii) and (iii) hereof, ownership or control of the Bank
by the Company itself shall not constitute a Change in Control.
For purposes of this paragraph only, 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.
(g) "Code" shall mean the Internal Revenue Code of 1986,
as amended.
(h) "Committee" shall mean the Stock Option Committee
appointed by the Board in accordance with Paragraph 5(a) hereof.
(i) "Common Stock" shall mean the common stock of the
Company.
__________
*/ Includes the 1998 Amendment.
1<PAGE>
<PAGE>
(j) "Company" shall mean Commercial Federal Corporation.
(k) "Continuous Service" shall mean the absence of any
interruption or termination of service as an Employee or
Director of the Company or an Affiliate. Continuous Service
shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of
the Company or between the Company, an Affiliate or a successor,
or in the case of a Director's performance of services in an
emeritus or advisory capacity.
(l) "Director" shall mean any member of the Board, and
any member of the board of directors of any Affiliate that the
Board has by resolution designated as being eligible for
participation in this Plan.
(m) "Disability" shall mean a physical or mental
condition, which in the sole and absolute discretion of the
Committee, is reasonably expected to be of indefinite duration
and to substantially prevent a Participant from fulfilling his
or her duties or responsibilities to the Company or an
Affiliate.
(n) "Effective Date" shall mean the date specified in
Paragraph 15 hereof.
(o) "Employee" shall mean any person employed by the
Company, the Bank, or an Affiliate.
(p) "Exercise Price" shall mean the price per Optioned
Share at which an Option or SAR may be exercised.
(q) "ISO" means an option to purchase Common Stock which
meets the requirements set forth in the Plan, and which is
intended to be and is identified as an "incentive stock option"
within the meaning of Section 422 of the Code.
(r) "Market Value" shall mean the fair market value of
the Common Stock, as determined under Paragraph 7(b) hereof.
(s) "Non-Employee Director" shall have the meaning
provided in Rule 16b-3.
(t) "Non-ISO" means an option to purchase Common Stock
which meets the requirements set forth in the Plan but which is
not intended to be and is not identified as an ISO.
(u) "Option" means an ISO and/or a Non-ISO.
(v) "Optioned Shares" shall mean Shares subject to an
Award granted pursuant to this Plan.
(w) "Participant" shall mean any person who receives an
Award pursuant to the Plan.
(x) "Plan" shall mean this Commercial Federal
Corporation Stock Option and Incentive Plan.
(y) "Restricted Stock" means Common Stock which is
subject to restrictions against transfer and forfeiture and such
other terms and conditions determined by the Committee, as
provided in Paragraph 10.
(z) "Rule 16b-3" shall mean Rule 16b-3 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
(aa) "Share" shall mean one share of Common Stock.
2<PAGE>
<PAGE>
(bb) "SAR" (or "Stock Appreciation Right") means a right
to receive the appreciation in value, or a portion of the
appreciation in value, of a specified number of shares of Common
Stock.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect
for a term of ten years from the Effective Date, unless sooner
terminated pursuant to Paragraph 17 hereof. No Award shall be
granted under the Plan after ten years from the Effective Date.
(b) Term of Awards. The term of each Award granted
under the Plan shall be established by the Committee, but shall
not exceed 10 years; provided, however, that in the case of an
Employee who owns Shares representing more than 10% of the
outstanding Common Stock at the time an ISO is granted, the term
of such ISO shall not exceed five years.
4. SHARES SUBJECT TO THE PLAN.
(a) General Rule. Except as otherwise required under
Paragraph 12, the aggregate number of Shares deliverable
pursuant to Awards shall not exceed 3,975,000 Shares. Such
Shares may either be authorized but unissued Shares, Shares held
in treasury, or Shares held in a grantor trust created by the
Bank or the Company. If any Awards should expire, become
unexercisable, or be forfeited for any reason without having
been exercised, the Optioned Shares shall, unless the Plan shall
have been terminated, be available for the grant of additional
Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with
respect to which an SAR is granted, but not the number of Shares
which the Company delivers or could deliver to an Employee or
individual upon exercise of an SAR, shall be charged against the
aggregate number of Shares remaining available under the Plan;
provided, however, that in the case of an SAR granted in
conjunction with an Option, under circumstances in which the
exercise of the SAR results in termination of the Option and
vice versa, only the number of Shares subject to the Option
shall be charged against the aggregate number of Shares
remaining available under the Plan. The Shares involved in an
Option as to which option rights have terminated by reason of
the exercise of a related SAR shall not be available for the
grant of further Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be
administered by the Committee, which shall consist of not less
than two (2) members of the Board who are Non-Employee
Directors. Members of the Committee shall serve at the pleasure
of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of
the Board who are Non-Employee Directors.
(b) Powers of the Committee. Except as limited by the
express provisions of the Plan or by resolutions adopted by the
Board, the Committee shall have sole and complete authority and
discretion (i) to select Participants and grant Awards, (ii) to
determine the form and content of Awards to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan,
(iv) to prescribe, amend and rescind rules and regulations
relating to the Plan, and (v) to make other determinations
necessary or advisable for the administration of the Plan. The
Committee 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, or acts approved in
writing by a majority of the Committee without a meeting, shall
be deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a
written agreement containing such provisions as may be approved
by the Committee. Each such Agreement shall constitute a
binding contract between the Company
3<PAGE>
<PAGE>
and the Participant, and every Participant, upon acceptance of
such Agreement, shall be bound by the terms and restrictions of
the Plan and of such Agreement. The terms of each such
Agreement shall be in accordance with the Plan, but each
Agreement may include such additional provisions and
restrictions determined by the Committee, in its discretion,
provided that such additional provisions and restrictions are
not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise
Price of an Option or SAR, (ii) the number of Shares subject to,
and the expiration date of, the Award, (iii) the manner, time
and rate (cumulative or otherwise) of exercise or vesting of
such Award, and (iv) the restrictions, if any, to be placed upon
such Award, or upon Shares which may be issued upon exercise of
such Award.
The Chairman of the Committee and such other Directors and
officers as shall be designated by the Committee are hereby
authorized to execute Agreements on behalf of the Company and to
cause them to be delivered to the recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions,
determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.
(e) Indemnification. In addition to such other rights
of indemnification as they may have, the members of the
Committee shall be indemnified by the Company in connection with
any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or
any Award, granted hereunder to the full extent provided for
under the Company's governing instruments with respect to the
indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall have the
discretion to make Awards to Employees and Directors (including
members of the Committee). In selecting those Employees and
Directors to whom Awards will be granted and the number of
shares covered by such Awards, the Committee shall consider the
position, duties and responsibilities of the eligible Employees
and Directors, the value of their services to the Company and
its Affiliates, and any other factors the Committee may deem
relevant.
(b) Special Rules for ISOs. The aggregate Market Value,
as of the date the Option is granted, of the Shares with respect
to which ISOs are exercisable for the first time by an Employee
during any calendar year (under all incentive stock option
plans, as defined in Section 422 of the Code, of the Company or
any present or future Affiliate of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the Committee may
grant Options in excess of the foregoing limitations, in which
case such Options granted in excess of such limitation shall be
Options which are Non-ISOs.
(c) Discounted Non-ISOs. Notwithstanding any provision
of this Plan to the contrary, the Committee may, at the election
of a Director or Employee selected by the Committee, grant Non-
ISOs to such individual in lieu of cash compensation otherwise
payable by the Company or the Bank. An individual's election
pursuant to this Paragraph 6(c) shall be made prior to the
calendar year for which such election will be deemed effective,
and in accordance with regulations prescribed by the Committee.
Elections shall be approved or disapproved in the discretion of
the Committee and in accordance with the terms of the Plan.
Changes to a Participant's election pursuant to this Paragraph
6(c) shall be prospective only. Pursuant to an election
accepted and approved by the Committee, a Participant may elect
to forgo the receipt of cash compensation otherwise expected
from the Company or the Bank and instead receive, as of the last
day of the calendar year, Non-ISOs with an aggregate difference
between the Market Value of the underlying shares and the
Exercise Price (determined as of the first day of the calendar
year) equal to the amount of cash compensation forgone by the
Participant pursuant to an election covering the calendar year.
Such Non-ISOs will be at all times fully exercisable following
their date of grant, and shall otherwise be subject to the terms
of the underlying Agreement and this Plan. In no event however,
may a Non-ISO be granted pursuant to this
4<PAGE>
<PAGE>
Paragraph 6(c) with an Exercise Price which is less than 50% of
the Market Value of the underlying shares on the date of grant.
A Participant's interest in receiving Non-ISOs pursuant to
this Paragraph 6(c) shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge; and the Company shall not be obligated
to make any Awards to persons other than as specifically
provided in the Plan. A Participant shall not have a secured
claim against the assets of the Company, and such Participant
shall rely solely on the unsecured promise of the Company for
the payment of any compensation deferred through an election to
receive a Non-ISO pursuant to the Plan. Nothing herein shall be
construed to give any person any right, title, interest, or
claim in or to any specific asset, fund, reserve, account, or
property of any kind whatsoever owned by them or in which it may
have any right, title or interest now or in the future; but such
persons shall have the right to enforce his or her claim against
the Company in the same manner as any unsecured creditor.
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. Except as provided
in Paragraph 6(c) hereof, the Exercise Price as to any
particular Option shall not be less than 100% of the Market
Value of the Optioned Shares on the date of grant. In the case
of an Employee who owns Shares representing more than 10% of the
Company's outstanding Shares of Common Stock at the time an ISO
is granted, the Exercise Price shall not be less than 110% of
the Market Value of the Optioned Shares at the time the ISO is
granted.
(b) Standards for Determining Exercise Price. If the
Common Stock is listed on a national securities exchange
(including the NASDAQ National Market System) on the date in
question, then the Market Value per Share shall be the average
of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise
Price shall be the mean between the bid and asked price on such
date. If the Common Stock is traded otherwise than on a
national securities exchange on the date in question, then the
Market Value per Share shall be the mean between the bid and
asked price on such date, or, if there is no bid and asked price
on such 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 Market Value per Share shall be its fair
market value as determined by the Committee, in its sole and
absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Unless otherwise provided by the
Committee pursuant to an applicable Agreement, each Option shall
be fully (100%) exercisable immediately upon the date of its
grant.
(b) Procedure for Exercise. A Participant may exercise
Options, subject to provisions relative to its termination and
limitations on its exercise, only by (1) written notice of
intent to exercise the Option with respect to a specified number
of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a
combination of cash and Common Stock, of the amount of the
Exercise Price for the number of Shares with respect to which
the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the
Company at its executive offices. Common Stock utilized in full
or partial payment of the Exercise Price for Options shall be
valued at its Market Value at the date of exercise, and may
consist of Shares subject to the Option being exercised. Upon a
Participant's exercise of an Option the Company may, if provided
by the Committee in the underlying Agreement, pay to the
Participant a cash amount up to but not exceeding the amount of
dividends, if any, declared on the underlying Shares between the
date of grant and the date of exercise of the Option.
(c) Period of Exercisability for ISOs. Except to the
extent otherwise provided in the terms of an Agreement, an ISO
may be exercised by a Participant only while he is an Employee
and has maintained Continuous Service from the date of the grant
of the ISO, or within three months after termination of such
Continuous Service
5<PAGE>
<PAGE>
(but not later than the date on which the ISO would otherwise
expire), except if the Employee's Continuous Service terminates
by reason of --
(1) "Just Cause" which for purposes hereof shall
have the meaning set forth in any unexpired employment or
severance agreement between the Employee and the Bank
and/or the Company (and, in the absence of any such
agreement, shall mean termination because of the
Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other
than traffic violations or similar offenses) or final
cease-and-desist order), then the Employee's rights to
exercise such ISO shall expire on the date of such
termination;
(2) death, then to the extent that the Employee
would have been entitled to exercise the ISO immediately
prior to his death, such ISO of the deceased Employee may
be exercised within two years from the date of his death
(but not later than the date on which the ISO would
otherwise expire) by the personal representatives of his
estate or person or persons to whom his rights under such
ISO shall have passed by will or by laws of descent and
distribution;
(3) Disability, then to the extent that the
Employee would have been entitled to exercise the ISO
immediately prior to his or her Disability, such ISO may
be exercised within one year from the date of termination
of employment due to Disability, but not later than the
date on which the ISO would otherwise expire.
(d) Period of Exercisability for Non-ISOs. Except as
otherwise provided in an Agreement, a Non-ISO may be exercised
by a Participant only during the period during which he has
maintained Continuous Service from the date of grant of the Non-
ISO, provided that such Non-ISO shall (i) expire immediately if
the Participant's Continuous Service terminates due to Just
Cause, and (ii) continue to be exercisable for one year
following his termination of Continuous Service for any reason
other than death. In the event of the Participant's death, then
to the extent that the Participant would have been entitled to
exercise the Non-ISO immediately prior to his death, such Non-
ISO of the deceased Participant may be exercised within two
years from the date of his death (but not later than the date on
which the Non-ISO would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Non-ISO shall have passed by will or by laws
of descent and distribution. Notwithstanding the foregoing, a
Non-ISO may not be exercised later than the date on which the
Non-ISO would otherwise expire.
(e) Effect of the Committee's Decisions. The
Committee's determination whether a Participant's Continuous
Service has ceased, and the effective date thereof, shall be
final and conclusive on all persons affected thereby.
9. SARS (STOCK APPRECIATION RIGHTS)
(a) Granting of SARs. In its sole discretion, the
Committee may from time to time grant SARs to Employees either
in conjunction with, or independently of, any Options granted
under the Plan. An SAR granted in conjunction with an Option
may be an alternative right wherein the exercise of the Option
terminates the SAR to the extent of the number of shares
purchased upon exercise of the Option and, correspondingly, the
exercise of the SAR terminates the Option to the extent of the
number of Shares with respect to which the SAR is exercised.
Alternatively, an SAR granted in conjunction with an Option may
be an additional right wherein both the SAR and the Option may
be exercised. An SAR may not be granted in conjunction with an
ISO under circumstances in which the exercise of the SAR affects
the right to exercise the ISO or vice versa, unless the SAR, by
its terms, meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
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(2) The SAR may be for no more than the difference
between the Exercise Price of the ISO and the Market
Value of the Shares subject to the ISO at the time
the SAR is exercised;
(3) The SAR is transferable only when the ISO is
transferable, and under the same conditions;
(4) The SAR may be exercised only when the ISO may be
exercised; and
(5) The SAR may be exercised only when the Market Value
of the Shares subject to the ISO exceeds the
Exercise Price of the ISO.
(b) Exercise Price. The Exercise Price as to any
particular SAR shall not be less than the Market Value of the
Optioned Shares on the date of grant.
(c) The provisions of Paragraphs 8(c) and 8(d) regarding
the period of exercisability of Options are incorporated by
reference herein, and shall determine the period of
exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be
exercisable at such times and under such conditions as shall be
permissible under the terms of the Plan and of the Agreement
granted to a Participant, provided that an SAR may not be
exercised for a fractional Share. Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the
Company except for applicable withholding taxes, an amount equal
to the excess of (or, in the discretion of the Committee if
provided in the Agreement, a portion of) the excess of the then
aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the
aggregate Exercise Price of such number of Optioned Shares.
This amount shall be payable by the Company, in the discretion
of the Committee, in cash or in Shares valued at the then Market
Value thereof, or any combination thereof.
(e) Procedure for Exercising SARs. To the extent not
inconsistent herewith, the provisions of Paragraph 8(b) as to
the procedure for exercising Options are incorporated by
reference, and shall determine the procedure for exercising
SARs.
10. RESTRICTED STOCK AWARDS.
Any Share of Restricted Stock which the Committee may
grant to Employees and Directors shall be subject to the
following terms and conditions, and to such other terms and
conditions as are either applicable generally to Awards, or
prescribed by the Committee in the applicable Agreement:
(a) Restriction Period. At the time of each award of
Restricted Stock, there shall be established for the Restricted
Stock a restriction period, which shall be no greater than 5
years (the "Restriction Period"). Such Restriction Period may
differ among Participants and may have different expiration
dates with respect to portions of shares of Restricted Stock
covered by the same award.
(b) Vesting Restrictions. The Committee shall determine
the restrictions applicable to the award of Restricted Stock,
including, but not limited to, requirements of Continuous
Service for a specified term, or the attainment of specific
corporate, divisional or individual performance standards or
goals, which restrictions may differ with respect to each
Participant. The Agreement shall provide for forfeiture of
Shares covered thereby if the specified restrictions are not met
during the Restriction Period, and may provide for early
termination of any Restriction Period in the event of
satisfaction of the specified restrictions prior to expiration
of the Restricted Period.
(c) Vesting upon Death, Disability, or Retirement. The
Committee shall set forth in the Agreement the percentage of the
award of Restricted Stock which shall vest in the Participant in
the event of death, disability or retirement prior to the
expiration of the Restriction Period or the satisfaction of the
restrictions applicable to an award of Restricted Stock.
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(d) Acceleration of Vesting. Notwithstanding the
Restriction Period and the restrictions imposed on the
Restricted Stock, as set forth in any Agreement, the Committee
may shorten the Restriction Period or waive any restrictions, if
the Committee concludes that it is in the best interests of the
Company to do so.
(e) Ownership; Voting. Stock certificates shall be
issued in respect of Restricted Stock awarded hereunder and
shall be registered in the name of the Participant, whereupon
the Participant shall become a stockholder of the Company with
respect to such Restricted Stock and shall, to the extent not
inconsistent with express provisions of the Plan, have all the
rights of a stockholder, including but not limited to the right
to receive all dividends paid on such Shares and the right to
vote such Shares. Said stock certificates shall be deposited
with the Company or its designee, together with a stock power
endorsed in blank, and the following legend shall be placed upon
such certificates reflecting that the shares represented thereby
are subject to restrictions against transfer and forfeiture:
"The transferability of this certificate and the
shares of stock represented thereby are subject to the
terms and conditions (including forfeiture) contained in
the 1996 Stock Option and Incentive Plan of Commercial
Federal Corporation, and an agreement entered into between
the registered owner and Commercial Federal Corporation.
Copies of such Plan and Agreement are on file in the
offices of the Secretary of Commercial Federal
Corporation, 2120 South 72nd Street Omaha, Nebraska
68124".
(f) Lapse of Restrictions. At the expiration of the
Restricted Period applicable to the Restricted Stock, the
Company shall deliver to the Participant, or the legal
representative of the Participant's estate, or if the personal
representative of the Participant's estate shall have assigned
the estate's interest in the Restricted Stock, to the person or
persons to whom his rights under such Stock shall have passed by
assignment pursuant to his will or to the laws of descent and
distribution, the stock certificates deposited with it or its
designee and as to which the Restricted Period has expired and
the requirements of the restrictions have been met. If a legend
has been placed on such certificates, the Company shall cause
such certificates to be reissued without the legend.
(g) Forfeiture of Restricted Stock. The Agreement shall
provide for forfeiture of any Restricted Stock which is not
vested in the Participant or for which the restrictions have not
been satisfied during the Restriction Period.
11. CHANGE IN CONTROL
Notwithstanding the provisions of any Award which provides
for its exercise or vesting in installments, all Shares of
Restricted Stock shall become fully vested upon a Change in
Control, and all Options and SARs shall be immediately
exercisable and fully vested. With respect to Options, at the
time of a Change in Control, the Participant shall, at the
discretion of the Committee, be entitled to receive cash in an
amount equal to the excess of the Market Value of the Common
Stock subject to such Option over the Exercise Price of such
Shares, in exchange for the cancellation of such Options by the
Participant.
12. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE
PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and
kind of shares reserved for issuance under the Plan, and the
number and kind of shares subject to outstanding Awards, and the
Exercise Price thereof, shall be proportionately adjusted for
any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the
Company which results from a merger, consolidation,
recapitalization, reorganization, reclassification, stock
dividend, split-up, combination of shares, or similar event in
which the number or kind of shares is changed without the
receipt or payment of consideration by the Company.
(b) Transactions in which the Company is Not the Surviving
Entity. In the event of (i) the liquidation or dissolution of
the Company, (ii) a merger or consolidation in which the Company
is not the surviving entity, or (iii) the sale or disposition of
all or substantially all of the Company's assets (any of the
foregoing to be referred to
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herein as a "Transaction"), all outstanding Awards, together
with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or
kind of shares or other securities which results from the
Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant
to subparagraphs (a) or (b)(1) hereof shall be made in such a
manner as not to constitute a modification, within the meaning
of Section 424(h) of the Code, of outstanding ISOs.
(d) Conditions and Restrictions on New, Additional, or
Different Shares or Securities. If, by reason of any adjustment
made pursuant to this Paragraph, a Participant becomes entitled
to new, additional, or different shares of stock or securities,
such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the
Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in
this Paragraph, the issuance by the Company or an Affiliate of
shares of stock of any class, or of securities convertible into
Shares or stock of another class, for cash or property or for
labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect,
and no adjustment shall be made with respect to, the number,
class, or Exercise Price of Shares then subject to Awards or
reserved for issuance under the Plan.
13. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or
by the laws of descent and distribution. Notwithstanding any
other provision of this Plan to the contrary, to the extent
permissible under Rule 16b-3, a Participant who is granted Non-
ISOs pursuant to this Plan may transfer such Non-ISOs to his or
her spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that Non-ISOs so transferred may not
again be transferred other than to the Participant originally
receiving the grant of Non-ISOs or to an individual or trust to
whom such Participant could have transferred Non-ISOs pursuant
to this Paragraph 13. Non-ISOs which are transferred pursuant
to this Paragraph 13 shall be exercisable by the transferee
subject to the same terms and conditions as would have applied
to such Non-ISOs in the hands of the Participant originally
receiving the grant of such Non-ISOs.
14. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be
the later of the date on which the Committee makes the
determination of granting such Award, and the Effective Date.
Notice of the determination shall be given to each Participant
to whom an Award is so granted within a reasonable time after
the date of such grant.
15. EFFECTIVE DATE.
The Plan shall become effective immediately upon its
approval by a favorable vote of stockholders owning at least a
majority of the total votes cast at a duly called meeting of the
Company's stockholders held in accordance with applicable laws.
No Awards may be made prior to approval of the Plan by the
stockholders of the Company.
16. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize
the Committee to direct execution of an instrument providing for
the modification of any outstanding Award, provided no such
modification shall confer on the holder of said Award any right
or benefit which could not be conferred on him by the grant of a
new Award at such time, or impair the Award without the consent
of the holder of the Award.
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17. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan
and, with respect to any Shares at the time not subject to
Awards, suspend or terminate the Plan. No amendment, suspension
or termination of the Plan shall, without the consent of any
affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
18. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common
Stock shall not be issued with respect to any Award 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.
(b) Special Circumstances. The inability of the Company
to obtain approval from any regulatory body or authority deemed
by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder shall relieve the Company of
any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option or SAR, the
Company may require the person exercising the Option or SAR 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.
(c) Committee Discretion. The Committee shall have the
discretionary authority to impose in Agreements such
restrictions on Shares as it may deem appropriate or desirable,
including but not limited to the authority to impose a right of
first refusal or to establish repurchase rights or both of these
restrictions.
19. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and
keep available a number of Shares sufficient to satisfy the
requirements of the Plan.
20. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise
of Options and/or SARs or upon the vesting of Restricted Stock
shall be subject to the Participant's satisfaction of all
applicable federal, state and local income and employment tax
withholding obligations. The Committee, in its discretion, may
permit the Participant to satisfy the obligation, in whole or in
part, by irrevocably electing to have the Company withhold
Shares, or to deliver to the Company Shares that he already
owns, having a value equal to the amount required to be
withheld. The value of the Shares to be withheld, or delivered
to the Company, shall be based on the Market Value of the Shares
on the date the amount of tax to be withheld is to be
determined. As an alternative, the Company may retain, or sell
without notice, a number of such Shares sufficient to cover the
amount required to be withheld.
21. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility
to participate or participation in the Plan create or be deemed
to create any legal or equitable right of the Employee,
Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations. No
Employee or Director shall have a right to be granted an Award
or, having received an Award, the right to again be granted an
Award. However, an Employee or Director who has been granted an
Award may, if otherwise eligible, be granted an additional Award
or Awards.
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22. GOVERNING LAW.
The Plan shall be governed by and construed in accordance
with the laws of the State of Nebraska, except to the extent
that federal law shall be deemed to apply.
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