AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 13, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933
H. F. AHMANSON & COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 95-0479700
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
4900 Rivergrade Road
Irwindale, California 91706
(Address of principal executive offices) (Zip Code)
1993 STOCK INCENTIVE PLAN
(Full title of the plan)
GEORGE G. GREGORY, ESQ.
Executive Vice President and General Counsel
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
(Name and address of agent for service)
(818) 960-6311
(Telephone number, including area code, of agent for service)
With a copy to:
Bruce D. Meyer, Esq.
Gibson, Dunn & Crutcher
2029 Century Park East
Los Angeles, California 90067
(310) 552-8500
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum Amount of
securities Amount offering aggregate registration
to be to be price offering fee
registered registered per share price
Common Stock 8,000,000(1) $17.875 (2) $143,000,000(2) $49,310.34
</TABLE>
(cover page continues on next page.)
<PAGE>
(1) Based on the registrant's estimate of the number of shares of
Common Stock that will be purchased pursuant to the 1993 Stock
Incentive Plan (the "Plan). Pursuant to Rule 416(c), there is also
being registered such number of additional shares of Common Stock
that may become available for purchase under the Plan in the event
of certain changes in the outstanding shares of Common Stock,
including, among other things, reorganizations, mergers,
recapitalizations, restructurings, stock dividends, stock splits,
reverse stock splits and reclassifications.
(2) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for
purposes of calculating the registration fee and based on the
average of the high and low prices of the Common Stock of the
Company reported on the New York Stock Exchange composite tape on
May 9, 1994 of $17.875.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of H. F. Ahmanson & Company, a
Delaware corporation (the "Company"), previously filed with the
Securities and Exchange Commission are hereby incorporated by reference
in the Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year
ended December 31, 1993 (File No. 1-8930) filed pursuant to Section
13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
(ii) The Company's Current Report on Form 8-K (File No. 1-
8930) dated February 9, 1994 filed pursant to Section 13 of the Exchange
Act; and
(iii) The description of the Company's Common Stock set forth
under the heading "Description of Registrant's Securities" in the
Company's Registration Statement on Form 8-A (File No.1-8930) filed with
the Commission pursuant to the Exchange Act on June 24, 1985, together
with any amendment or report filed with the Securities and Exchange
Commission for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware, the
state of incorporation of Ahmanson, and the Bylaws of Ahmanson provide
for indemnification of directors and officers. Section 145 of the
Delaware General Corporation Law provides generally that a person sued
as a director, officer, employee or agent of a corporation may be
indemnified by the corporation for reasonable expenses, including
attorneys' fees, if, in cases other than actions brought by or in the
right of the corporation, he or she has acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation (and in the case of a criminal
proceeding, had no reasonable cause to believe that his or her conduct
was unlawful). Section 145 provides that no indemnification for any
claim or matter may be made, in the case of an action brought by or in
the right of the corporation, if the person has been adjudged to be
liable, unless the Court of Chancery or other court determines that
indemnity is fair and reasonable despite the adjudication of liability.
Indemnification is mandatory in the case of a director, officer,
employee or agent who has been successful on the merits, or otherwise,
in defense of a suit against him or her. The determination of whether a
director, officer, employee or agent should be indemnified is made by a
majority of disinterested directors, independent legal counsel or the
stockholders.
Directors and officers of Ahmanson are covered under policies
of directors' and officers' liability insurance with coverage
aggregating $45,000,000. The directors and all officers serving Ahmanson
as first vice presidents or in a higher position are parties to
Indemnity Agreements with Ahmanson (the "Indemnity Agreements"). The
Indemnity Agreements provide indemnification for the directors and
covered officers in the event the directors' and officers' liability
insurance does not cover a particular claim for indemnification or if
such a claim or claims exceed the limits of such coverage. The Indemnity
Agreements are generally intended to provide indemnification for any
amounts a director or covered officer is legally obligated to pay
because of claims arising out of the director's or officer's service to
Ahmanson, Home Savings or any other subsidiary of Ahmanson.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Composite Certificate of Incorporation of H. F. Ahmanson &
Company (filed as Exhibit 4.1 to Form 10-Q for the quarter
ended June 20, 1986, Commission File Number 1-8930) and
amendments thereto (filed as Exhibit 28.1 to Form 10-Q for the
quarter ended June 30, 1987, Commission File Number 1-8930,
and Exhibit 3.1.1 to Form 10-Q for the quarter ended June 30,
1988, Commission File Number 1-8930) (incorporated by
reference).
4.2 Bylaws of H. F. Ahmanson & Company, as amended and in effect
on May 10, 1994.
4.3 Rights Agreement, dated July 26, 1988, between H. F. Ahmanson
& Company and Union Bank (filed as Exhibit 4.3 to Form 8-K
dated July 26, 1988, Commission File Number 1-8930)
(incorporated by reference).
4.4 Form of Certificate representing shares of Common Stock (filed
as Exhibit 4.5 to Form S-3 filed June 2, 1993, Registration
No. 33-57218) (incorporated by reference).
5.1 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1).
24.1 Power of Attorney (included on Signature Pages).
99.1 Form of 1993 Stock Incentive Plan (the "Plan").
99.2 Form of Stock Option Agreement (Non-Qualified).
99.3 Form of Restricted Stock Award Agreement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel, the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pasadena, State
of California, on May 13, 1994.
H. F. AHMANSON & COMPANY
/s/Kevin M. Twomey
By: Kevin M. Twomey
Its: Executive Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Charles R.
Rinehart, Fredric J. Foster, George G. Gregory and Kevin M. Twomey as
his or her true and lawful attorneys-in-facts and agents, each with full
power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in
the capacities indicated on the dates indicated.
SIGNATURE CAPACITY DATE
/s/Robert H. Ahmanson Director May 13, 1994
Robert H. Ahmanson
/s/William H. Ahmanson Director May 13, 1994
William H. Ahmanson
/s/Byron Allumbaugh Director May 13, 1994
Byron Allumbaugh
/s/Richard M. Bressler Director May 13, 1994
Richard M. Bressler
/s/Lodwrick M. Cook Director May 13, 1994
Lodwrick M. Cook
/s/Richard H. Deihl
Richard H. Deihl Chairman of the May 13, 1994
Board
/s/Robert M. De Kruif Director May 13, 1994
Robert M. De Kruif
/s/David S. Hannah Director May 13, 1994
David S. Hannah
/s/Delia M. Reyes Director May 13, 1994
Delia M. Reyes
/s/Charles R. Rinehart Director and May 13, 1994
Charles R. Rinehart Chief Executive
Officer
(Principal
Executive
Officer)
/s/Elizabeth Sanders Director May 13, 1994
Elizabeth Sanders
/s/Arthur W. Schmutz Director May 13, 1994
Arthur W. Schmutz
/s/William D. Schulte Director May 13, 1994
William D. Schulte
/s/Kevin M. Twomey Executive Vice May 13, 1994
Kevin M. Twomey President
and Chief
Financial Officer
(Principal
Financial
Officer)
/s/George Miranda
First Vice May 13, 1994
George Miranda President and
Principal
Accounting
Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
4.1 Composite Certificate of
Incorporation of H. F. Ahmanson &
Company (filed as Exhibit 4.1 to Form
10-Q for the quarter ended June 20,
1986, Commission File Number 1-8930)
and amendments thereto (filed as
Exhibit 28.1 to Form 10-Q for the
quarter ended June 30, 1987,
Commission File Number 1-8930, and
Exhibit 3.1.1 to Form 10-Q for the
quarter ended June 30, 1988,
Commission File Number 1-8930)
(incorporated by reference).
4.2 Bylaws of H. F. Ahmanson & Company,
as amended and in effect on May 10,
1994
4.3 Rights Agreement, dated July 26,
1988, between H. F. Ahmanson &
Company and Union Bank (filed as
Exhibit 4.3 to Form 8-K dated July
26, 1988, Commission File Number 1-
8930) (incorporated by reference).
Form of Certificate representing
4.4 shares of Common Stock (filed as
Exhibit 4.5 to Form S-3 filed June 2,
1993, Registration No. 33-57218)
(incorporated by reference).
5.1 Opinion of Gibson, Dunn & Crutcher.
23.1 Consent of Independent Accountants.
23.2 Consent of Gibson, Dunn & Crutcher
(included in Exhibit 5.1).
24.1 Power of Attorney (included on
Signature Pages).
99.1 Form of 1993 Stock Incentive Plan
99.2 Form of Stock Option Agreement (Non-
Qualified)
99.3 Form of Restricted Stock Award
Agreement
BY-LAWS
OF
H. F. AHMANSON & COMPANY
ARTICLE I
OFFICES
SECTION 1.01 Registered Office. The registered office of H.
F. Ahmanson & Company (hereinafter called the Corporation) in the State
of Delaware shall be at 229 South State Street, City of Dover, County of
Kent, and the name of the registered agent at that address shall be The
Prentice-Hall Corporation System, Inc.
SECTION 1.02 Principal Office. The principal office for the
transaction of the business of the Corporation shall be at 4900
Rivergrade Road, Irwindale, California. The Board of Directors
(hereinafter called the "Board") is hereby granted full power and
authority to change said principal office from one location to another.
SECTION 1.03 Other Office. The Corporation may also have an
office at such other place or places, either within or without the State
of Delaware, as the Board may from time to time determine or as the
business or the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meetings. Annual meetings of the
stockholders of the Corporation for the purpose of electing directors
and for the transaction of such other proper business as may come before
such meetings shall be held on the third Tuesday in May of each year if
not a legal holiday, and if a legal holiday, then on the next business
day following, at 2:00 P.M., or at such other time or date as the Board
shall determine by resolution.
SECTION 2.02 Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the Board or a
committee of the Board which has been duly designated by the Board and
whose powers and authority, as provided in a resolution of the Board or
in these By-Laws, include the power to call such meetings. Unless
otherwise prescribed by statute or by the Certificate of Incorporation,
special meetings may not be called by any other person or persons. No
business may be transacted at any special meeting of stockholders other
than such business as may be designated in the notice calling such
meeting.
SECTION 2.03 Place of Meetings. All meetings of the
stockholders shall be held at such places, within or without the State
of Delaware, as may from time to time be designated by the person or
persons calling the respective meeting and specified in the respective
notices or waivers of notice thereof.
SECTION 2.04 Notice of Meetings. Except as otherwise
required by law, notice of each meeting of the stockholders, whether
annual or special, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each stockholder of
record entitled to vote at such meeting by delivering a typewritten or
printed notice thereof to him personally, or by depositing such notice
in the United States mail, in a postage prepaid envelope, directed to
him at his post office address furnished by him to the Secretary of the
Corporation for such purpose or, if he shall not have furnished to the
Secretary his address for such purpose, then at his post office address
last known to the Secretary, or by transmitting a notice thereof to him
at such address by telegraph, cable, or wireless. Except as otherwise
expressly required by law, no publication of any notice of a meeting of
the stockholders shall be required. Every notice of a meeting of the
stockholders shall state the place, date and hour of the meeting, and,
in the case of a special meeting, shall also state the purpose or
purposes for which the meeting is called. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who
shall have waived such notice and such notice shall be deemed waived by
any stockholder who shall attend such meeting in person or by proxy,
except as a stockholder who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called
or convened. Except as otherwise expressly required by law, notice of
any adjourned meeting of the stockholders need not be given if the time
and place thereof are announced at the meeting at which the adjournment
is taken.
SECTION 2.05 Quorum. Except in the case of any meeting for
the election of directors summarily ordered as provided by law, the
holders of record of a majority in voting interest of the shares of
stock of the Corporation entitled to be voted thereat, present in person
or by proxy, shall constitute a quorum for the transaction of business
at any meeting of the stockholders of the Corporation or any adjournment
thereof. In the absence of a quorum at any meeting or any adjournment
thereof, a majority in voting interest of the stockholders present in
person or by proxy and entitled to vote thereat or, in the absence
therefrom of all the stockholders, any officer entitled to preside at,
or to act as secretary of, such meeting may adjourn such meeting from
time to time. At any such adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted
at the meeting as originally called.
SECTION 2.06 Voting.
(a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the Corporation having voting rights on
the matter in question and which shall have been held by him and
registered in his name on the books of the Corporation:
(i) on the date fixed pursuant to Section 6.05 of
these By-Laws as the record date for the determination of stockholders
entitled to notice of and to vote at such meeting, or
(ii) if no such record date shall have been so
fixed, then (a) at the close of business on the day next preceding the
day on which notice of the meeting shall be given or (b) if notice of
the meeting shall be waived, at the close of business on the day next
preceding the day on which the meeting shall be held.
(b) Shares of its own stock belonging to the Corporation
or to another corporation, if a majority of the shares entitled to vote
in the election of directors in such other corporation is held, directly
or indirectly, by the Corporation, shall neither be entitled to vote nor
be counted for quorum purposes. Persons holding stock of the
Corporation in a fiduciary capacity shall be entitled to vote such
stock. Persons whose stock is pledged shall be entitled to vote, unless
in the transfer by the pledgor on the books of the Corporation he shall
have expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his proxy, may represent such stock and vote thereon.
Stock having voting power standing of record in the names of two or more
persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or with respect
to which two or more persons have the same fiduciary relationship, shall
be voted in accordance with the provisions of the General Corporation
Law of the State of Delaware.
(c) Any such voting rights may be exercised by the
stockholder entitled thereto in person or by his proxy appointed by an
instrument in writing, subscribed by such stockholder or by his attorney
thereunto authorized and delivered to the secretary of the meeting;
provided, however, that no proxy shall be voted or acted upon after
three years from its date unless said proxy shall provide for a longer
period. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the
same unless he shall in writing so notify the secretary of the meeting
prior to the voting of the proxy. At any meeting of the stockholders
all matters, except as otherwise provided in the Certificate of
Incorporation, in these By-Laws or by law, shall be decided by the vote
of a majority of the shares present in person or by proxy and entitled
to vote thereat and thereon, a quorum being present. The vote at any
meeting of the stockholders on any question need not be by ballot,
unless so directed by the chairman of the meeting. On a vote by ballot
each ballot shall be signed by the stockholder voting, or by his proxy,
if there be such proxy, and it shall state the number of shares voted.
SECTION 2.07 List of Stockholders. The Secretary of the
Corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the duration thereof, and may be inspected by any
stockholder who is present.
SECTION 2.08 Judges. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the chairman of
such meeting may appoint a judge or judges to act with respect to such
vote. Each judge so appointed shall first subscribe an oath faithfully
to execute the duties of a judge at such meeting with strict
impartiality and according to the best of his ability. Such judges
shall decide upon the qualification of the voters and shall report the
number of shares represented at the meeting and entitled to vote on such
question, shall conduct and accept the votes, and, when the voting is
completed, shall ascertain and report the number of shares voted
respectively for and against the question. Reports of judges shall be
in writing and subscribed and delivered by them to the Secretary of the
Corporation. The judges need not be stockholders of the Corporation,
and any officer of the Corporation may be a judge on any question other
than a vote for or against a proposal in which he shall have a material
interest.
SECTION 2.09 Stockholder Proposals at Meetings of the
Stockholders.
(a) At an annual or special meeting of the stockholders,
only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before a
stockholders annual or special meeting, business must be (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board; (ii) otherwise properly brought before the
meeting by or at the direction of the Board; or (iii) otherwise properly
brought before the meeting by a stockholder. In addition to any other
applicable requirements, and subject to any limitations on business
which may be proposed or transacted at such meeting, including the
provisions of Section 2.02 of these By-Laws, for business to be properly
brought before an annual or special meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely with respect to an annual
meeting, a stockholder s notice must be received at the principal
executive office of the Corporation not less than sixty (60) days nor
more than one hundred twenty (120) days prior to the date of such annual
meeting; provided, however, that in the event that the first public
disclosure (whether by mailing of a notice to stockholders or the New
York Stock Exchange, press release or otherwise) of the date of the
annual meeting is made less than sixty-five (65) days prior to the date
of the meeting, notice by the stockholder will be timely if received not
later than the close of business on the tenth (10th) day following the
day on which such public disclosure was first made. To be timely with
respect to a special meeting, a stockholder s notice must be received at
the principal executive office of the Corporation not later than the
close of business on the tenth (10th) day following the day on which the
first public disclosure (whether by mailing of a notice to stockholders
or the New York Stock Exchange, press release or otherwise) of the date
of the special meeting is made.
(b) A stockholder s notice to the Secretary shall set
forth, as to each matter the stockholder proposes to bring before the
annual or special meeting, (i) a reasonably detailed description of any
proposal to be made at such meeting; (ii) the name and address, as they
appear on the Corporation s stock register, of the stockholder proposing
such business; (iii) the class and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder; (iv)
any material interest of the stockholder in such business; and (v) such
other information relating to the stockholder or the proposal as is
required to be disclosed under the rules of the Securities and Exchange
Commission governing the solicitation of proxies whether or not such
proxies are in fact solicited by the stockholder. Notwithstanding
anything in these By-Laws to the contrary, no business shall be
conducted at an annual or special stockholders meeting except in
accordance with the procedures set forth in this Section 2.09; provided,
however, that nothing in this Section 2.09 shall be deemed to preclude
discussion by any stockholder of any business properly brought before
the annual or special meeting in accordance with said procedures. The
chairman of an annual or special meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 2.09, and if he should so determine, any such business not
properly brought before the meeting shall not be transacted.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.01 General Powers. The property, business and
affairs of the Corporation shall be managed by the Board.
SECTION 3.02 Number and Term of Office. The authorized
number of directors shall be such number as shall be determined from
time to time by a resolution adopted by a majority of the Board or by
the affirmative vote of the holders of not less than a majority of the
total voting power of all outstanding shares of voting stock of the
Corporation. Each of the directors of the Corporation shall hold office
until his successor shall have been duly elected and shall qualify or
until he shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3.03 Election of Directors. The directors shall be
elected by the stockholders of the Corporation, and at each election the
persons receiving the greatest number of votes, up to the number of
directors then to be elected, shall be the persons then elected. The
election of directors is subject to any provisions contained in the
Certificate of Incorporation relating thereto, including any provisions
for cumulative voting.
SECTION 3.04 Resignations. Any director of the Corporation
may resign at any time by giving written notice to the Board or to the
Secretary of the Corporation. Any such resignation shall take effect at
the time specified therein, or, if the time be not specified, it shall
take effect immediately upon its receipt; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 3.05 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because
of death, resignation, disqualification, an increase in the number of
directors, or any other cause, may be filled by vote of the majority of
the remaining directors, although less than a quorum. Each director so
chosen to fill a vacancy shall hold office until his successor shall
have been elected and shall qualify or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3.06 Place of Meeting, Etc. The Board may hold any
of its meetings at such place or places within or without the State of
Delaware as the Board may from time to time by resolution designate or
as shall be designated by the person or persons calling the meeting or
in the notice or a waiver of notice of any such meeting. Directors may
participate in any regular or special meeting of the Board by means of
conference telephone or similar communications equipment pursuant to
which all persons participating in the meeting of the Board can hear
each other, and such participation shall constitute presence in person
at such meeting.
SECTION 3.07 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such
first meeting shall not be required.
SECTION 3.08 Regular Meetings. Regular meetings of the Board
may be held at such times as the Board shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the
meeting shall be held at the same hour and place on the next succeeding
business day not a legal holiday. Except as provided by law, notice of
regular meetings need not be given.
SECTION 3.09 Special Meetings. Special meetings of the Board
may be called by the Chairman of the Board of Directors or the President
and shall be called by the President or Secretary or the written request
of two directors. Notice of all special meetings of the Board shall be
given to each director:
(a) by first-class mail, postage prepaid, deposited in
the United States mail in the city where the principal executive office
of the Corporation is located at least five (5) days before the date of
such meeting; or
(b) by telegram, charges prepaid, such notice to be
transmitted by the telegraph company in the city of the principal
executive office of the Corporation at least forty-eight (48) hours
before the time of holding such meeting; or
(c) by personal delivery, or orally in person or by
telephone, at least twenty-four (24) hours prior to the time of holding
such meeting.
Notice given in accordance with paragraph (a) above shall
conclusively be deemed to be given to a director if addressed to the
director at any address the person giving the notice has reason to
believe will result in actual notice to the director prior to the time
of the meeting. Notice given in accordance with paragraph (b) or (c)
above shall conclusively be deemed to be given to a director if
delivered in writing or communicated orally either to the director or to
a person whom the person giving the notice has reason to believe will
deliver or communicate it to the director prior to the time of the
meeting. Notice given in accordance with paragraph (a), (b) or (c)
above shall conclusively be deemed to be given to a director if mailed
or delivered to the last address provided by the director to the
Secretary of the Corporation for such purpose. The notice need not
specify the purpose of the meeting, nor need it specify the place of the
meeting if the meeting is to be held at the principal executive office
of the Corporation. Such notice may be waived by any director and any
meeting shall be a legal meeting without notice having been given if all
the directors shall be present thereat or those not present shall,
either before or after the meeting, sign a written waiver of notice of,
or a consent to, such meeting or shall after the meeting sign the
approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or be made a part of
the minutes of the meeting.
SECTION 3.10 Quorum and Manner of Acting. Except as
otherwise provided in the Certificate of Incorporation or these By-Laws
or by law, the presence of a majority of the total number of directors
then in office shall be required to constitute a quorum for the
transaction of business at any meeting of the Board. Except as
otherwise provided in the Certificate of Incorporation or these By-Laws
or by law, all matters shall be decided at any such meeting, a quorum
being present, by the affirmative votes of a majority of the directors
present. In the absence of a quorum, a majority of directors present at
any meeting may adjourn the same from time to time until a quorum shall
be present. Notice of any adjourned meeting need not be given. The
directors shall act only as a Board, and the individual directors shall
have no power as such.
SECTION 3.11 Action by Consent. Any action required or
permitted to be taken at any meeting of the Board or of any committee
thereof may be taken without a meeting if a written consent thereto is
signed by all members of the Board or of such committee, as the case may
be, and such written consent is filed with the minutes of proceedings of
the Board or committee.
SECTION 3.12 Compensation. The directors shall receive only
such compensation for their services as directors as may be allowed by
resolution of the Board. The Board may also provide that the
Corporation shall reimburse each such director for any expense incurred
by him on account of his attendance at any meetings of the Board or
Committees of the Board. Neither the payment of such compensation nor
the reimbursement of such expenses shall be construed to preclude any
director from serving the Corporation or its subsidiaries in any other
capacity and receiving compensation therefor.
SECTION 3.13 Executive Committee. There may be an Executive
Committee of three or more directors appointed by the Board, who may
meet at stated times, or on notice to all by any of their own number,
during the intervals between the meetings of the Board; they shall
advise and aid the officers of the Corporation in all matters concerning
its interests and the management of its business, and generally perform
such duties and exercise such powers as may be directed or delegated by
the Board from time to time. To the full extent permitted by law, the
Board may delegate to such committee authority to exercise all the
powers of the Board while the Board is not in session. Vacancies in the
membership of the committee shall be filled by the Board at a regular
meeting or at a special meeting for that purpose. The Executive
Committee shall keep written minutes of its meeting and report the same
to the Board when required. The provisions of Sections 3.08, 3.09, 3.10
and 3.11 of these By-Laws shall apply, mutatis mutandis, to any
Executive Committee of the Board.
SECTION 3.14 Other Committees. The Board may, by resolution
passed by a majority of the whole Board, designate one or more other
committees, each such committee to consist of one or more of the
directors of the Corporation. To the full extent permitted by law, any
such committee shall have and may exercise such powers and authority as
the Board may designate in such resolution. Vacancies in the membership
of a committee shall be filled by the Board at a regular meeting or a
special meeting for that purpose. Any such committee shall keep written
minutes of its meetings and report the same to the Board when required.
The provisions of Sections 3.08, 3.09, 3.10 and 3.11 of these By-Laws
shall apply, mutatis mutandis, to any such committee of the Board.
SECTION 3.15 Notice of Director Nominations.
(a) Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the Board may be
made at a meeting of stockholders (i) by or at the direction of the
Board by any nominating committee or person appointed by the Board or
(ii) by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice
procedures set forth in this Section 3.15. In addition to any other
applicable requirements, and subject to any limitations on business
which may be proposed or transacted at such meeting, including the
provisions of Section 2.02 of these By-Laws, such stockholder
nominations, other than those made by or at the direction of the Board,
shall be made pursuant to timely notice in writing to the Secretary of
the Corporation of the stockholder's intention to make such nomination.
To be timely with respect to an annual meeting, such a stockholder s
notice must be received at the principal executive office of the
Corporation not less than sixty (60) days nor more than one hundred and
twenty (120) days prior to the date of such annual meeting; provided,
however, that in the event that the first public disclosure (whether by
mailing of a notice to stockholders or the New York Stock Exchange,
press release or otherwise) of the date of the annual meeting is made
less than sixty-five (65) days prior to the date of the meeting, notice
by the stockholder will be timely if received not later than the close of
business on the tenth (10th) day following the day on which such public
disclosure was first made. To be timely with respect to a special
meeting, a stockholder s notice must be received at the principal
executive office of the Corporation not later than the close of business
on the tenth (10th) day following the day on which the first public
disclosure (whether by mailing of a notice to stockholders or the New
York Stock Exchange, press release or otherwise) of the date of the
special meeting is made.
(b) Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or re-
election as a director, (i) the name, age, business address and
residence address of the person; (ii) the principal occupation or
employment of the person; (iii) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
person; and (iv) such other information relating to the person as would
be required, under the rules of the Securities and Exchange Commission,
in a proxy statement soliciting proxies for the election of such person
whether or not such proxies are in fact solicited for the election of
such person; and (b) as to the stockholder giving the notice (i) the
name and address, as they appear on the Corporation s stock register, of
the stockholder; (ii) the class and number of shares of capital stock of
the Corporation which are beneficially owned by the stockholder; and
(iii) such other information relating to the stockholder or the
nomination as is required to be disclosed under the rules of the
Securities and Exchange Commission governing the solicitation of proxies
whether or not such proxies are in fact solicited by the stockholder.
Such notice must also include a signed consent of each such nominee to
serve as a director of the Corporation, if elected or re-elected. The
Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to
determine the eligibility for election as a director of the Corporation.
These provisions shall not apply to nomination of any persons entitled
to be separately elected by holders of preferred stock of the
Corporation. In the event that a person is validly designated as a
nominee in accordance with the procedures specified above and shall
thereafter become unable or unwilling to stand for election to the
Board, the Board or the stockholder who proposed such nominee, as the
case may be, may designate a substitute nominee; provided, however, that
in the case of persons not nominated by the Board, such a substitution
may only be made if notice as provided above in this Section 3.15 is
received at the principal executive office of the Corporation not later
than the earlier of (i) thirty (30) days prior to the date of the annual
meeting or (ii) ten (10) days after the stockholder proposing the
original nominee first learned that such original nominee has become
unable or unwilling to stand for election. The chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and
if he should so determine, the defective nomination shall be
disregarded.
ARTICLE IV
OFFICERS
SECTION 4.01 Number. The officers of the Corporation shall
include a President and a Secretary. The Board shall designate from
among its officers a Chief Executive Officer and may designate a Chief
Operating Officer and make such other designations as it deems
appropriate. A person may hold more than one office providing the
duties thereof can be consistently performed by the same person.
SECTION 4.02 Other Officers. The Board may appoint such
other officers as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Chief Executive Officer or
the Board.
SECTION 4.03 Election. Each of the officers of the
Corporation shall be chosen by the Board and shall hold his office until
he shall resign or shall be removed or otherwise disqualified to serve,
or his successor shall be elected and qualified.
SECTION 4.04 Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board.
SECTION 4.05 Removal; Vacancies. Subject to the express
provisions of a contract authorized by the Board, any officer may be
removed, either with or without cause, at any time by the Board or by
any officer upon whom such power of removal may be conferred by the
Board. Any vacancy occurring in any office of the Corporation shall be
filled by the Board.
SECTION 4.06 The President. The President shall have such
powers and duties as may from time to time be assigned to him by the
Chief Executive Officer or the Board or as may be prescribed by these By-
Laws or applicable law. The President shall be an ex-officio member of
standing committees, if so provided in the resolutions of the Board
appointing the members of such committees.
SECTION 4.07 The Chief Executive Officer. The Chief
Executive Officer shall be the managing officer of the Corporation.
Subject to the control of the Board, the Chief Executive Officer shall
have general supervision, control and management of the business and
affairs of the Corporation, and general charge and supervision of all
officers, agents and employees of the Corporation; shall see that all
orders and resolutions of the Board are carried into effect; and in
general shall exercise all powers and perform all duties incident to the
managing officer of the Corporation and such other powers and duties as
may from time to time be assigned to him by the Board or as may be
prescribed by these By-Laws or applicable law. He may execute and
deliver in the name of the Corporation all deeds, mortgages, bonds,
contracts and other instruments, except where required by law or these
By-Laws to be otherwise executed and delivered or where such execution
and delivery shall be expressly delegated by him or the Board to some
other officer or agent of the Corporation.
SECTION 4.08 The Chief Operating Officer. The Chief
Operating Officer shall have such powers and duties as may from time to
time be assigned to him by the Chief Executive Officer or the Board.
In the absence of the Chief Executive Officer, the Chief Operating
Officer shall have all the powers and shall perform all the duties of
the Chief Executive Officer.
SECTION 4.09 The Secretary and Assistant Secretary. The
Secretary shall attend all meetings of the Board and all meetings of the
stockholders and record all the proceedings of the meetings of the
Corporation and of the Board in a book to be kept for that purpose and
shall perform like duties for the standing and special committees of the
Board when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board, and
shall perform such other duties as may be prescribed by the Board or the
Chief Executive Officer, under whose supervision he shall act. He shall
have custody of the corporate seal of the Corporation and he, or an
assistant secretary, shall have authority to affix the same to any
instrument requiring it and, when so affixed, it may be attested by his
signature or by the signature of such assistant secretary. The Board
may give general authority to any other officer to affix the seal of the
Corporation and to attest the affixing by his signature.
The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board (or if there
be no such determination, then in the order of their election), shall,
in the absence of the Secretary or in the event of his inability or his
refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 5.01 Checks, Drafts, Etc. All checks, drafts or
other orders for payment of money, notes or other evidence of
indebtedness payable by the Corporation shall be signed by such person
or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such person or persons shall give such
bond, if any, as the Board may require.
SECTION 5.02 Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other depositories as
the Board may select, or as may be selected by any officer or officers,
assistant or assistants, agent or agents, or attorney or attorneys of
the Corporation to whom such power shall have been delegated by the
Board. For the purpose of deposit and for the purpose of collection for
the account of the Corporation, the President, any Vice President or the
Treasurer (or any other officer or officers, assistant or assistants,
agent or agents, or attorney or attorneys of the Corporation who shall
from time to time be determined by the Board) may endorse, assign and
deliver checks, drafts and other orders for the payment of money which
are payable to the order of the Corporation.
SECTION 5.03 General and Special Bank Accounts. The Board
may from time to time authorize the opening and keeping of general and
special bank accounts with such banks, trust companies or other
depositories as the Board may select or as may be selected by any
officer or officers, assistant or assistants, agent or agents, or
attorney or attorneys of the Corporation to whom such power shall have
been delegated by the Board. The Board may make such special rules and
regulations with respect to such bank accounts, not inconsistent with
the provisions of these By-Laws, as it may deem expedient.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.01 Certificates for Stock. Every owner of stock of
the Corporation shall be entitled to have a certificate or certificates,
to be in such form as the Board shall prescribe, certifying the number
and class of shares of the stock of the Corporation owned by him. The
certificates representing shares of such stock shall be numbered in the
order in which they shall be issued and shall be signed in the name of
the Corporation by the Chairman, Vice Chairman or President or a Vice
President, and by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer. Any of or all of the signatures on
the certificates may be a facsimile. In case any officer, transfer
agent or registrar who has signed, or whose facsimile signature has been
placed upon, any such certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same
effect as though the person who signed such certificate, or whose
facsimile signature shall have been placed thereupon, were such officer,
transfer agent or registrar at the date of issue. A record shall be
kept of the respective names of the persons, firms or corporations
owning the stock represented by such certificates, the number and class
of shares represented by such certificates, respectively, and the
respective dates thereof, and in case of cancellation, the respective
dates of cancellation. Every certificate surrendered to the Corporation
for exchange or transfer shall be cancelled, and no new certificate or
certificates shall be issued in exchange for any existing certificate
until such existing certificate shall have been so cancelled, except in
cases provided for in Section 6.04.
SECTION 6.02 Transfers of Stock. Transfers of shares of
stock of the Corporation shall be made only on the books of the
Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary, or with a transfer clerk or a transfer agent appointed as
provided in Section 6.03, and upon surrender of the certificate or
certificates for such shares properly endorsed and the payment of all
taxes thereon. The person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation. Whenever any transfer of shares
shall be made for collateral security, and not absolutely, such fact
shall be so expressed in the entry of transfer if, when the certificate
or certificates shall be presented to the Corporation for transfer, both
the transferor and the transferee request the Corporation to do so.
SECTION 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-
Laws, concerning the issue, transfer and registration of certificates
for shares of the stock of the Corporation. It may appoint, or
authorize any officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars, and
may require all certificates for stock to bear the signature or
signatures of any of them.
SECTION 6.04 Lost, Stolen, Destroyed, and Mutilated
Certificates. In any case of loss, theft, destruction or mutilation of
any certificate of stock, another may be issued in its place upon proof
of such loss, theft, destruction or mutilation and upon the giving of a
bond of indemnity to the Corporation in such form and in such sum as the
Board may direct; provided, however, that a new certificate may be
issued without requiring any bond when, in the judgment of the Board, it
is proper so to do.
SECTION 6.05 Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any other change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board may fix,
in advance, a record date, which shall not be more than sixty (60) nor
less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. If in any case involving the
determination of stockholders for any purpose other than notice of or
voting at a meeting of stockholders the Board shall not fix such a
record date, the record date for determining stockholders for such
purpose shall be the close of business on the day on which the Board
shall adopt the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of such meeting; provided,
however, that the Board may fix a new record date for the adjourned
meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 7.01 Right of Indemnification. The Corporation shall
indemnify and hold harmless each person who is or was a director or
officer of the Corporation, and each person who is or was serving at the
request of the Corporation as a director or officer of another
Corporation, partnership, joint venture, trust or other enterprise, to
the fullest extent permitted by the laws of Delaware, as from time to
time in effect. The Corporation may, if and to the extent authorized by
the Board of Directors of the Corporation in a specific case, indemnify
and hold harmless employees or agents of the Corporation or of such
other enterprises in the same manner and to the same extent. The
obligations set forth in this Section 7.01 shall inure to the benefit of
heirs, executors, administrators and personal representatives of those
entitled to the benefits of this Section 7.01 and shall be binding upon
any successor to the Corporation to the fullest extent permitted by the
laws of Delaware, as from time to time in effect. This Section 7.01
shall be applicable whether or not the matters to which the obligation
to indemnify or hold harmless relates arose in whole or part prior to
the adoption of this Article, and shall not be construed to limit the
powers of the Board of Directors to provide any other indemnification or
other rights or benefits which it may deem appropriate.
SECTION 7.02 Other Rights and Remedies. The benefits
provided by this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.
SECTION 7.03 Insurance. Upon resolution passed by the Board,
the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him or hold him harmless against such
liability under the provisions of this Article.
SECTION 7.04 Constituent Corporations. For the purposes of
this Article, references to "the Corporation" include all constituent
corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation, so that any person who is or was a
director, officer, employee or agent of such a constituent corporation
or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the
same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
SECTION 7.05 Employee Benefit Plans. For purposes of this
Article, references to "other enterprises" shall include employee
benefit plans, and references to "serving at the request of the
Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes a duty on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.01 Seal. The Board shall provide a corporate seal,
which shall be in the form of a circle and shall bear the name of the
Corporation and words and figures showing that the Corporation was
incorporated in the State of Delaware and the year of incorporation.
SECTION 8.02 Waiver of Notices. Whenever notice is required
to be given by these By-Laws or the Certificate of Incorporation or by
law, the person entitled to said notice may waive such notice in
writing, either before or after the time stated therein, and such waiver
shall be deemed equivalent to notice.
SECTION 8.03 Fiscal Year. The fiscal year of the Corporation
shall begin the first day of January in each year.
SECTION 8.04 Amendments. Subject to the provisions of the
Certificate of Incorporation, these By-Laws and applicable law, these By-
Laws or any of them may be amended or repealed and new By-Laws may be
adopted (a) by the Board, by vote of a majority of the number of
directors then in office or (b) by the vote of the holders of not less
than a majority of the total voting power of all outstanding shares of
voting stock of the Corporation at an annual meeting of stockholders,
without previous notice, or at any special meeting of stockholders,
provided that notice of such proposed amendment, repeal or adoption is
given in the notice of special meeting. Subject to the provisions of
the Certificate of Incorporation, any By-Laws adopted or amended by the
stockholders may be amended or repealed by the Board or the
stockholders.
SECTION 8.05 Voting Stock. Unless otherwise ordered by the
Board, the Chairman of the Board shall have full power and authority on
behalf of the Corporation to attend and to act and vote at any meeting
of the stockholders of any corporation in which the Corporation may hold
stock and at any such meeting shall possess and may exercise any and all
rights and powers which are incident to the ownership of such stock and
which as the owner thereof the Corporation might have possessed and
exercised if present. The Board by resolution from time to time may
confer like powers upon any other person or persons.
May 13, 1994
(310) 552-8500
C 00053-00037
H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the above-referenced
Registration Statement proposed to be filed with the Securities and
Exchange Commission on May 13, 1994 in connection with the registration
of 8,000,000 shares of the common stock, $.01 par value (the "Common
Stock"), of H. F. Ahmanson & Company, a Delaware corporation (the
"Company"), issuable under the Company's 1993 Stock Incentive Plan (the
"Plan"). We have also examined the proceedings taken by the Company in
connection with the authorization and reservation of the shares of
Common Stock issuable under the Plan.
Based on the foregoing, and in reliance thereon, we are of the
opinion that the shares of Common Stock issuable under the Plan, when
issued, delivered and paid for in accordance with the Plan and in the
manner described in the Registration Statement will be validly issued,
fully paid and nonassessable.
Exhibit 5.1
<PAGE>
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GIBSON, DUNN & CRUTCHER
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
H.F. Ahmanson & Company
We consent to the use of our reports incorporated herein by reference in
the Registration Statement.
KPMG Peat Marwick
Los Angeles, California
May 10, 1994
EXHIBIT 99.1
H. F. AHMANSON & COMPANY
1993 STOCK INCENTIVE PLAN
Section 1. PURPOSE OF PLAN
The purpose of this 1993 Stock Incentive Plan ("Plan") of H.
F. Ahmanson & Company, a Delaware corporation (the "Company"), is to
enable the Company to attract, retain and motivate its employees by
providing for or increasing the proprietary interests of such employees
in the Company.
Section 2. PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an
employee of the Company or any of its subsidiaries (an "Employee") shall
be eligible to be considered for the grant of Awards (as hereinafter
defined) hereunder.
Section 3. AWARDS
(a) The Committee (as hereinafter defined), on behalf of the
Company, is authorized under this Plan to enter into any of the
following types of arrangement with an Employee involving shares of
common stock of the Company ("Common Shares") or a value derived from
the value of the Common Shares: (i) stock options; (ii) stock
appreciation rights; (iii) sales or bonuses of stock and (iv) restricted
stock. The entering into of any such arrangement is referred to herein
as the "grant" of an "Award." Awards may be made alone or two or more
in tandem or in the alternative.
(b) Awards may be issued, and Common Shares may be issued
pursuant to an Award, for any lawful consideration as determined by the
Committee, including, without limitation, services rendered by the
recipient of such Award.
(c) Subject to the provisions of this Plan, the Committee, in
its sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted under this Plan, which terms and
conditions may include, among other things:
(i) a provision permitting the recipient of such Award,
including any Employee recipient who is a director or officer of
the Company, to pay the purchase price of the Common Shares or
other property issuable pursuant to such Award, or such recipient's
tax withholding obligation with respect to such issuance, in whole
or in part, by any one or more of the following:
(A) the delivery of cash;
(B) the delivery of other property deemed acceptable by
the Committee;
(C) the delivery of previously owned shares of capital
stock of the Company (including "pyramiding") or other
property;
(D) a reduction in the amount of Common Shares or other
property otherwise issuable pursuant to such Award; or
(E) the delivery of a promissory note, the terms and
conditions of which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt of
benefits pursuant to such Award, either automatically or in the
discretion of the Committee, upon the occurrence of specified
events, including, without limitation, a change of control of the
Company, an acquisition of a specified percentage of the voting
power of the Company, the dissolution or liquidation of the
Company, a sale of substantially all of the property and assets of
the Company or an event of the type described in Section 6 hereof;
or
(iii) provisions required in order for such Award to qualify
as an incentive stock option under Section 422 of the Internal
Revenue Code (an "Incentive Stock Option").
(d) Notwithstanding Section 3(b), in the event any Award is
made while this Plan is subject to Rule 16b-3 as in effect on April 30,
1991 and under which Common Shares are or may in the future be issued
for any type of consideration other than as a bonus without the payment
of any consideration, the amount of such consideration shall be equal to
(i) the amount (such as par value) required to be received by the
Company in order to assure compliance with applicable state law, or
(ii) an amount equal to or greater than 50% of the fair market value of
such shares on the date of grant of such Award.
Section 4. STOCK SUBJECT TO PLAN
(a) Subject to adjustment as provided in Section 6 hereof,
the aggregate number of Common Shares that may be issued as restricted
stock shall not exceed 3,500,000.
(b) Subject to adjustment as provided in Section 6 hereof,
the aggregate number of Common Shares issued and issuable pursuant to
all Awards (including all Incentive Stock Options) granted under this
Plan shall not exceed 8,000,000.
(c) Subject to adjustment as provided in Section 6 hereof,
the maximum number of shares of Common Stock issuable pursuant to all
Awards granted to any Employee during any calendar year shall be
300,000.
(d) The aggregate number of Common Shares issued and issuable
pursuant to Awards granted under this Plan shall at any time be deemed
to be equal to the sum of the following:
(i) the number of Common Shares that were issued prior to
such time pursuant to Awards granted under this Plan, other than
Common Shares that were subsequently reacquired by the Company
pursuant to the terms and conditions of such Awards and with
respect to which the holder thereof received no benefits of
ownership such as dividends; plus
(ii) the number of Common Shares that were otherwise issuable
prior to such time pursuant to Awards granted under this Plan, but
that were withheld by the Company as payment of the purchase price
of the Common Shares issued pursuant to such Awards or as payment
of the recipient's tax withholding obligation with respect to such
issuance; plus
(iii) the maximum number of Common Shares that are or may be
issuable at or after such time pursuant to Awards granted under
this Plan prior to such time.
Section 5. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee (the
"Committee") of the Board of Directors of the Company (the "Board")
consisting of two or more directors, each of whom: (i) is a
"disinterested person" (as such term is defined in Rule 16b-3
promulgated under the Exchange Act, as such Rule may be amended from
time to time), and (ii) is not (1) a current employee of the Company, or
any Parent or Subsidiary (as hereinafter defined) of the Company, (2) a
former employee of such entities who is receiving compensation therefrom
for prior services (other than qualified plan benefits), (3) a former
officer of such entities, or (4) a person receiving compensation from
such entities for personal services in any capacity other than as a
director. For purposes of the preceding sentence, "Parent" and
"Subsidiary" refer to "parent corporation" and "subsidiary corporation,"
respectively, as such terms are defined in Section 424(f) of the
Internal Revenue Code.
(b) Subject to the provisions of this Plan, the Committee
shall be authorized and empowered to do all things necessary or
desirable in connection with the administration of this Plan, including,
without limitation, the following:
(i) adopt, amend and rescind rules and regulations relating
to this Plan;
(ii) determine which persons are Employees and to which of
such Employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees and determine the terms and
conditions thereof, including the number of Common Shares issuable
pursuant thereto;
(iv) determine whether, and the extent to which adjustments
are required pursuant to Section 6 hereof; and
(v) interpret and construe this Plan and the terms and
conditions of any Award granted hereunder.
Section 6. ADJUSTMENTS
If the outstanding securities of the class then subject to
this Plan are increased, decreased or exchanged for or converted into
cash, property or a different number or kind of securities, or if cash,
property or securities are distributed in respect of such outstanding
securities, in either case as a result of a reorganization, merger,
consolidation, recapitalization, restructuring, reclassification,
dividend (other than a regular, quarterly cash dividend) or other
distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold,
then, unless the terms of such transaction shall provide otherwise, the
Committee shall make appropriate and proportionate adjustments in
(a) the number and type of shares or other securities or cash or other
property that may be acquired pursuant to Incentive Stock Options and
other Awards theretofore granted under this Plan, (b) the maximum number
and type of shares or other securities that may be issued pursuant to
Incentive Stock Options and other Awards thereafter granted under this
Plan, and (c) the maximum number of Common Shares issuable pursuant to
all Awards granted to any Employee during any calendar year.
Section 7. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in
any manner; provided, however, that no such amendment or termination
shall deprive the recipient of any Award theretofore granted under this
Plan, without the consent of such recipient, of any of his or her rights
thereunder or with respect thereto; provided, further, that if an
amendment to the Plan would increase the number of Common Shares subject
to the Plan or the maximum number of Common Shares issuable pursuant to
all Awards during any calendar year (as adjusted under Section 6),
change the class of persons eligible to receive Awards under the Plan,
or otherwise materially increase the benefits accruing to participants
in a manner not specifically contemplated herein or affect the Plan's
compliance with Rule 16b-3 under the Exchange Act or applicable
provisions of the Internal Revenue Code, the amendment shall be approved
by the Company's stockholders to the extent required to comply with Rule
16b-3 under the Exchange Act or applicable provisions of or rules under
the Internal Revenue Code.
Section 8. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of November 23, 1993, the date
upon which it was approved by the Board; provided, however, that no
Common Shares may be issued under this Plan until it has been approved,
directly or indirectly, by the affirmative votes of the holders of a
majority of the securities of the Company present, or represented, and
entitled to vote at a meeting duly held in accordance with the laws of
the State of Delaware.
EXHIBIT 99.3
H. F. AHMANSON & COMPANY
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is
entered into as of [date of grant], by and among H. F. AHMANSON &
COMPANY, a Delaware corporation ("Ahmanson"),______________ "Participant"),
and HOME SAVINGS OF AMERICA, FSB, a federal stock savings bank authorized to
engage in the trust business (the "Trust Company").
WHEREAS, the Board of Directors of Ahmanson has adopted the H.
F. Ahmanson & Company 1993 Stock Incentive Plan (the "Plan"), which
provides for the granting to selected officers and key employees of
Ahmanson and its subsidiaries of awards of common stock of Ahmanson
("Restricted Stock Awards");
WHEREAS, the grant of Restricted Stock Awards is intended as
an incentive which will attract and retain highly competent persons as
officers and key employees of Ahmanson and its subsidiaries;
WHEREAS, Participant is an officer or key employee of Ahmanson
or one of its subsidiaries; and
WHEREAS, the Compensation Committee of the Board of Directors
of Ahmanson (the "Committee") has authorized the grant of a Restricted
Stock Award to Participant pursuant to the terms of the Plan;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Grant of Restricted Stock Award
Ahmanson hereby grants to Participant, on the terms,
conditions and restrictions hereinafter set forth, as a matter of
separate inducement and agreement in connection with Participant's
employment and not in lieu of any salary or other compensation for
Participant's services, a Restricted Stock Award consisting of _________
shares of Ahmanson's $.01 par value common stock (the "Shares").
2. Issuance of Shares
Concurrently herewith Ahmanson has granted and issued the
Shares to Participant in recognition and consideration of the services
rendered by Participant. Participant hereby acknowledges receipt of a
certificate or certificates evidencing the Shares, duly issued to
Participant by Ahmanson.
3. Deposit of Certificates
Concurrently herewith Participant has delivered to the
Trust Company, to be held in trust in accordance with the provisions
hereof on behalf of Participant, all certificates evidencing the Shares,
accompanied by stock powers and other instruments of transfer duly
executed in favor of Ahmanson by Participant.
4. Restricted Term
The Restricted Term with respect to the Shares shall
commence on the date first above written and shall expire on the last
business day of January (or such earlier date in January as the
Committee may hereafter determine) in accordance with the following
schedule:
(a) 1/3 of the Shares in January, 199x.
(b) 1/3 of the Shares in January, 199x.
(c) 1/3 of the Shares in January, 199x.
Notwithstanding the foregoing schedule, the Restricted Term shall expire
with respect to all the Shares then subject to the Restricted Term upon
the occurrence of any one of the following events: (i) the date of
Participant's death, permanent and total disability (as hereinafter
defined) or normal retirement (as hereinafter defined), or (ii) the date
of any Change in Control (as hereinafter defined). For purposes of this
Agreement, (a) "subsidiary" means a corporation the majority of the
outstanding voting stock of which is owned, directly or indirectly, by
Ahmanson, (b) "normal retirement" means a termination of employment on
or after the earlier of (i) the first day of the month coinciding with
or next following Participant's sixty-fifth (65th) birthday, or (ii)
Participant's "Normal Retirement Date," as such term is defined in the
H. F. Ahmanson & Company Retirement Plan, as such plan may be amended
from time to time, and (c) "permanent and total disability" means
permanent inability, by reason of any mental or physical illness or
accident, to perform any and every duty of the occupation at which
Participant was employed when such disability commenced. All
determinations as to the date and extent of any disability shall be made
by the Committee upon the basis of such information as it deems
necessary or desirable.
5. Change in Control
The term "Change in Control" shall mean:
(i) any person (as such term is used in Sections 3(a)(9)
and 13(d)(3) of the Securities Exchange Act of 1934) becomes the
beneficial owner (as such term is used in Section 13(d)(1) of the
Securities Exchange Act of 1934) directly or indirectly of
securities representing at least 25% of the combined voting power
of the then outstanding securities of Ahmanson; or
(ii) during any period of thirty-six (36) consecutive
months (whether commencing before or after the date of this
Agreement), individuals who at the beginning of such period
constituted Ahmanson's Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election, or the
nomination for election, of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period; or
(iii) any merger, consolidation, combination,
reorganization, sale, lease or exchange, or issuance or delivery of
stock or other securities, or reverse stock split, exchange,
liquidation or dissolution which is referred to in paragraph (b) of
Article TWELFTH of Ahmanson's Restated Certificate of Incorporation
as in effect on the date of this Agreement and notwithstanding any
repeal, amendment or other modification of said Article TWELFTH
that may hereafter be made (hereinafter called a "Transaction"), or
the approval by the stockholders of Ahmanson (or if such
stockholder approval is not required, the approval by Ahmanson's
Board of Directors) of a Transaction; provided, however, that the
term "Transaction" shall not include any transaction described in
either proviso set forth at the end of said paragraph (b); and
provided further that the last paragraph of said Article TWELFTH is
hereby incorporated herein by this reference; or
(iv) the approval by the stockholders of Ahmanson of any
plan or proposal for Ahmanson to be Acquired (as defined below) or
for the liquidation or dissolution of Ahmanson; or
(v) the Participant, in connection with or as a result
of the acquisition of any subsidiary that is an employer of the
Participant, ceases to be employed on a full-time basis by Ahmanson
or any of its subsidiaries.
For purposes of this Paragraph 5, Ahmanson shall be considered to be
"Acquired" only if the owners of its voting securities immediately prior
to the effective date of any transaction referred to in Paragraph 15(b)
below will not own immediately thereafter, as a result of having owned
such voting securities, securities representing a majority of the
combined voting power of the then outstanding securities of Ahmanson or
the entity that then owns, directly or indirectly, Ahmanson or all or
substantially all its assets. For purposes of this Paragraph 5, a
subsidiary shall be considered to be acquired as of the effective date
of any sale, reorganization, merger, consolidation, liquidation or
similar transaction involving Ahmanson or such subsidiary if as a
substantial element of such transaction (x) all or substantially all the
business of such subsidiary will be terminated or transferred out of
such subsidiary or (y) (i) Ahmanson will cease to own, directly or
indirectly, or (ii) the owners of Ahmanson's voting securities
immediately prior to the commencement of such transaction will cease to
own, directly or indirectly, as a result of having owned such
securities, securities representing a majority of the combined voting
power of the then outstanding securities of such subsidiary or the
entity that then owns, directly or indirectly, such subsidiary or all or
substantially all its operating assets.
For purposes of this Paragraph 5, the Participant shall not be
considered to "cease to be employed" if (i) he voluntarily terminates
his employment without the consent of Ahmanson or its subsidiary that
employs him, (ii) his employment is terminated for misconduct (including
but not limited to dishonesty, fraud or disclosure of confidential
information), or (iii) he refuses to sign and deliver a general or
special release, in form and substance satisfactory to Ahmanson,
releasing Ahmanson, its subsidiaries and such other persons as shall be
described in such release, from any and all claims, liabilities, demands
and causes of action referred to in such release.
6. Voting and Other Rights
During the Restricted Term, Participant shall, except as
otherwise provided herein, have all the rights of a stockholder with
respect to all the Shares subject to the Restricted Term not previously
forfeited by Participant pursuant to the terms hereof, including without
limitation the right to vote such Shares and the right to receive all
dividends or other distributions with respect to such Shares. In
connection with the payment of such dividends or other distributions,
there shall be deducted any taxes or other amounts required by any
governmental authority to be withheld and paid over to such authority
for the account of Participant.
7. Restrictions on Inter Vivos Transfer
During the Restricted Term, the Shares subject to the
Restricted Term shall not be sold, assigned, transferred, hypotheticated
or otherwise disposed of or encumbered other than by will or by the laws
of descent and distribution, except that the Shares may be donated (in
one or more transfers) to members of Participant's immediate family, or
to a trust or trusts for the benefit of one or more such family members,
provided that: (a) the Shares shall be subject to the same restrictions
in the hands of the donee as are provided herein; (b) the donee shall
always be a member of Participant's immediate family, or a trust or
trusts for the benefit of one or more such family members; and (c) the
donee must deliver any stock powers or other instruments of transfer
duly executed in favor of the Company as Participant would be required
to furnish or such other documents as the Committee may reasonably
require in connection with such transfer. As used in this Paragraph,
Participant's "immediate family" shall mean:
(a) The son or daughter of Participant or a descendant
of either;
(b) A stepson or stepdaughter of Participant;
(c) A father or mother of the Participant, or an
ancestor of either;
(d) A stepfather or stepmother of Participant; or
(e) A spouse of Participant.
For the purpose of determining whether any of the
foregoing relations exists, a legally adopted child of a person shall be
considered a child of such person by blood.
8. Termination of Participant's Employment
In the event Participant ceases to be employed by
Ahmanson or a subsidiary of Ahmanson at any time before the end of the
Restricted Term for any reason other than his or her death, permanent
and total disability or normal retirement or for any reason not
constituting a cessation of employment within the meaning of clause (v)
of Paragraph 5 of this Agreement, all Shares subject to the Restricted
Term shall thereupon be forfeited by Participant and transferred back to
Ahmanson without any consideration or payment therefor to Participant.
Upon the delivery by Ahmanson to the Trust Company of notice that
Participant has ceased to be so employed the Trust Company shall deliver
to Ahmanson all certificates evidencing the Shares subject to the
Restricted Term, accompanied by stock powers and other instruments of
transfer duly executed by Participant. After the time when any Shares
are required to be delivered to Ahmanson for transfer to it pursuant to
this Paragraph 8, Ahmanson shall not pay any dividend to Participant on
account of such Shares, or permit Participant to exercise any privileges
or rights of a stockholder with respect to such Shares, but shall,
insofar as permitted by law, treat Ahmanson as the owner of such Shares.
9. Expiration of the Restricted Term
(a) Upon expiration of the Restricted Term applicable to
any of the Shares as provided in Paragraph 4 above: (i) Participant
shall, with respect to such Shares, make payment, in the form of cash or
a certified or bank cashier's check, to Ahmanson in an amount sufficient
to satisfy any taxes or other amounts required by any governmental
authority to be withheld and paid over to such authority for the account
of Participant, or shall otherwise make arrangements satisfactory to
Ahmanson for the payment of such amounts through withholding or
otherwise, and (ii) Participant shall, if requested by Ahmanson, make
appropriate representations in a form satisfactory to Ahmanson that such
Shares will not be sold other than pursuant to an effective registration
statement under the Securities Act of 1933 or an applicable exemption
from the registration requirements of such Act. The foregoing clause
(ii) shall not be effective if and so long as such Shares are covered by
an effective registration statement under the Securities Act of 1933
(the "Act") and a prospectus meeting the requirements of Section
10(a)(3) of the Act. In connection with the issuance and delivery of
the Shares, Ahmanson shall comply with any applicable registration
requirement of the Act, any applicable listing requirements of any
national securities exchange on which stock of the same class is then
listed, and any other requirements of law or any regulatory bodies
having jurisdiction over such issuance and delivery.
(b) To the extent permissible under applicable tax,
securities and other laws, the Committee may, in its sole discretion,
permit Participant to elect to satisfy the tax withholding requirements
described in Paragraph 9(a) above by applying Shares with respect to
which the Restricted Term is expiring. Any such tax withholding may be
permitted, at the discretion of the Committee, for amounts up to the
highest marginal income tax rates applicable to Participant.
(c) Any election by Participant to have Shares withheld
as provided in Paragraph 9(b) above will be subject to the following
restrictions:
(1) The election with respect to any Shares must be
made prior to the expiration of the Restricted Term with respect to
such Shares ("Tax Date");
(2) The election will be irrevocable; and
(3) The election will be subject to the consent of
or the disapproval of the Committee.
In addition, if Participant is an officer of Ahmanson within the meaning
of Section 16 of the Securities Exchange Act of 1934, the following
restrictions will apply:
(4) The election may not be made within six months
after the grant of the Restricted Stock Award to which it pertains
(except that this limitation will not apply in the event death or
permanent and total disability of Participant occurs prior to the
expiration of this six-month period); and
(5) The election must be made either at least six
months prior to the Tax Date or in a ten business day "window
period" beginning on the third business day following the release
of Ahmanson's quarterly or annual summary earnings statement and
ending on the twelfth business day following such release date.
(d) The restriction set forth in Paragraph 9(c)(5) above
will not apply during the six-month period beginning on the first day
following notice to Participant pursuant to subparagraph (1) of this
Paragraph 9(d).
(1) Ahmanson shall give notice to Participant
within 24 hours of learning of:
(i) the first purchase of Ahmanson common
stock pursuant to any Offer (as defined below); or
(ii) any Change in Control.
(2) The term "Offer" as used in this Paragraph 9(d)
shall mean any tender offer or exchange offer for some or all the
outstanding shares of Ahmanson's common stock, other than one made
by Ahmanson.
(e) The amount to be withheld under an election which
meets the foregoing requirements will be the amount required to satisfy
the statutory minimum federal, state and local tax withholding
requirements; provided, however, at its discretion, the Committee may
allow Participant to increase the amount to be withheld under an
election at the time when the election is made up to the amount
necessary to satisfy the maximum federal, state and local taxes which
will be payable by the Participant with respect to the Shares covered by
the election.
(f) The Committee reserves the right to modify the terms
of any election to comply with the requirements of Rule 16b-3(e) under
the Securities Exchange Act of 1934 or any other applicable tax,
securities and other laws or accounting principles.
10. Delivery of Shares
Upon the receipt of notice from Ahmanson that Participant
has satisfied the requirements of Paragraph 9 hereof, the Trust Company
shall deliver to Participant all certificates and related instruments of
transfer evidencing the Shares no longer subject to the Restricted Term,
if any, and not previously forfeited by Participant pursuant to the
terms hereof, and all restrictions set forth herein with respect to such
Shares shall terminate.
11. Trust Company
(a) Notwithstanding any other provision hereof, the
Trust Company shall deliver the Shares, in accordance with Paragraph 8
or Paragraph 10 hereof, as the case may be, only upon (i) the receipt of
instructions from Ahmanson or (ii) the filing, entry or issuance of a
final order, judgment or decree of any court of competent jurisdiction.
(b) The Trust Company, having delivered any of the
Shares pursuant to the terms of this Agreement, shall thereafter be
discharged from any further obligations hereunder with respect to the
Shares so delivered. The Trust Company is hereby authorized, in any and
all events, to comply with and obey any and all final judgments, orders
and decrees of any court of competent jurisdiction which may be filed,
entered or issued, and, if it shall so comply or obey, it shall not be
liable to any of the parties hereto or to any other person by reason of
such compliance or obedience. If the deposit or delivery of
certificates hereunder shall be involved in any litigation or
controversy, Ahmanson shall hold the Trust Company free and harmless
against any and all claims, actions, demands, losses, costs and expenses
to which the Trust Company may become subject by reason of such
litigation or controversy.
(c) It is agreed that the duties of the Trust Company
are only such as are herein specifically provided, being purely
ministerial in nature, and that it shall incur no liability whatsoever
except for willful misconduct or gross negligence so long as it has
acted in good faith. The Trust Company shall be under no responsibility
in respect of the Shares deposited with it other than faithfully to
follow the instructions herein contained. It may consult with counsel
and shall be fully protected in any action taken in good faith in
accordance with the advice of counsel. It shall not be required to
defend any legal proceedings which may be instituted against it in
respect of the subject matter of these instructions unless requested so
to do by one or more of the parties hereto and indemnified by the
requesting party to its satisfaction against the cost and expense of
such defense.
(d) In the event conflicting demands are made or notices
served upon the Trust Company with respect to the deposit of
certificates hereunder, the Trust Company shall have the absolute right
at its election to do either or both of the following: withhold and
stop all further performance hereunder or file a suit in interpleader
and obtain an order from the court requiring the parties to interplead
and litigate in such court their several claims and rights among
themselves. In the event such interpleader suit is brought, the Trust
Company shall ipso facto be fully released and discharged from all
obligations and all duties or obligations imposed upon it by this
Agreement.
(e) Ahmanson may, in its sole and absolute discretion,
cause Trust Company to cease to act as Trust Company hereunder and
appoint a successor or successors to act as Trust Company hereunder,
provided any such successor (i) is duly authorized to engage in the
trust company business in the State of California, and (ii) executes an
instrument accepting and adopting the provisions of this Agreement.
12. Section 83(b) Election
Participant shall not elect, pursuant to Section 83(b) of
the Internal Revenue Code of 1954, as amended, or comparable provisions
of any state tax law, to include any amount in gross income in
connection with the grant of this Restricted Stock Award.
13. Effect on Participant's Continued Employment
While it is intended that the continued employment of
Participant with Ahmanson or a subsidiary thereof during the Restricted
Term is required in order for Participant to be able to retain all the
Shares (except as otherwise provided in Paragraph 4), Participant's
right, if any, to continue to serve Ahmanson and its subsidiaries as an
officer or employee shall not be enlarged or otherwise affected by the
grant to him or her of this Restricted Stock Award, nor shall such grant
in any way restrict the right of Ahmanson or any of its subsidiaries to
terminate Participant's employment at any time.
14. Further Action
Each party hereto agrees to perform any further acts and
to execute and deliver any documents which may be reasonably necessary
to carry out the provisions hereof.
15. Stock Split, Reorganization, Merger, etc.
(a) Subject to Paragraph 15(b) hereof, if the
outstanding shares of common stock of Ahmanson are increased, decreased
or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of common stock
or other securities, through merger, consolidation, sale of all or
substantially all the property of Ahmanson, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other distribution with respect to such shares of common
stock or other securities, all shares of stock or other securities
obtained as a result thereof by Participant in addition to, in exchange
for or in respect of the Shares subject to the Restricted Term shall,
provided the Restricted Term does not end as a consequence of such
transaction pursuant to Paragraph 4 hereof, be subject to the provisions
of this Agreement.
(b) Notwithstanding the provisions of Section 9(b) of the
Plan and Paragraph 15(a) hereof, upon dissolution or liquidation of
Ahmanson or upon a reorganization, merger or consolidation of Ahmanson
with one or more corporations as a result of which Ahmanson is not the
surviving corporation or as a result of which Ahmanson's outstanding
common stock is converted into or exchanged for securities of another
issuer or cash or other property or any combination thereof, or upon the
sale of all or substantially all the assets of Ahmanson, all such
securities, cash and other property obtained as a result thereof by
Participant in exchange for or in respect of the Shares subject to the
Restricted Term shall, provided the Restricted Term does not end as a
consequence of such transaction pursuant to Paragraph 4 hereof, be
subject to the provisions of this Agreement, and provisions shall be
made in connection with such transaction for the continuance of the Plan
and the assumption of this Agreement by the successor corporation, or a
parent or subsidiary thereof or the Company; provided, however, that if
no public market exists for the common stock or the other securities or
property which would be subject to this Agreement after consummation of
such transaction, each Share subject to the Restricted Term immediately
prior to the effective date of such transaction shall be converted into
the right to receive, upon expiration of the Restricted Term with
respect thereto, an amount of cash equal to the amount determined by the
Committee to be the fair market value on the effective date of such
transaction of the stock, other securities, cash and other property that
such Share is entitled to receive, or into which it is converted,
pursuant to such transaction.
(c) Adjustments under Paragraph 15(b) shall be made by
the Committee, whose determination as to what adjustments will be made
and the extent thereof will be final, binding and conclusive in the
absence of manifest error or arbitrary action. No fractional interests
will be issued under the Plan on account of any such adjustments.
16. Parties in Interest and Governing Law
This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective assigns and
successors-in-interest, and shall be governed by and interpreted in
accordance with the laws of the State of Delaware.
17. Notices
Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficient in all respects
if delivered in person or sent via registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Participant: 1~
Address: ___________________________________
___________________________________
If to Ahmanson: H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
Attention: Principal Accounting Officer
If to the
Trust Company: Home Savings of America, FSB
4900 Rivergrade Road
Irwindale, California 91706
Attention: Corporate Human Resources
or such other address as shall be furnished in writing by any such
party. Any notice or communication shall be deemed to have been
delivered only when actually received by the addressee.
18. Entire Agreement
This Agreement contains the entire agreement and
understanding among the parties as to the subject matter hereof.
19. Headings
Introductory headings at the beginning of each numbered
paragraph hereof are solely for the convenience of the parties and shall
not be deemed to be a limitation upon or descriptive of the contents of
any such paragraph.
20. Invalid Provisions
If any portion of this Agreement shall be adjudged by a
court of competent jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions
hereof, and this Agreement shall be deemed to be modified to the least
extent possible to make it valid and enforceable in its entirety.
21. Amendment
No amendment or modification hereof shall be valid unless
it shall be in writing and signed by all parties hereto.
22. Gender and Number
As used herein, the masculine, feminine or neuter gender
and the singular or plural number or tense shall be deemed to include
the others whenever the context so indicates.
23. Counterparts
This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and taken together shall
constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this
Restricted Stock Award Agreement as of the day and year first above
written.
"Trust Company" "Ahmanson"
HOME SAVINGS OF AMERICA, FSB H. F. AHMANSON & COMPANY
By___________________________ By_________________________
Vice President Senior Vice President
"Participant"
__________________________
__________________________
EXHIBIT 99.3
H. F. AHMANSON & COMPANY
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") is
entered into as of [date of grant], by and among H. F. AHMANSON &
COMPANY, a Delaware corporation ("Ahmanson"), _____________ ("Participant"),
and HOME SAVINGS OF AMERICA, FSB, a federal stock savings bank authorized to
engage in the trust business (the "Trust Company").
WHEREAS, the Board of Directors of Ahmanson has adopted the H.
F. Ahmanson & Company 1993 Stock Incentive Plan (the "Plan"), which
provides for the granting to selected officers and key employees of
Ahmanson and its subsidiaries of awards of common stock of Ahmanson
("Restricted Stock Awards");
WHEREAS, the grant of Restricted Stock Awards is intended as
an incentive which will attract and retain highly competent persons as
officers and key employees of Ahmanson and its subsidiaries;
WHEREAS, Participant is an officer or key employee of Ahmanson
or one of its subsidiaries; and
WHEREAS, the Compensation Committee of the Board of Directors
of Ahmanson (the "Committee") has authorized the grant of a Restricted
Stock Award to Participant pursuant to the terms of the Plan;
NOW, THEREFORE, in consideration of the foregoing and of the
mutual covenants hereinafter set forth and other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. Grant of Restricted Stock Award
Ahmanson hereby grants to Participant, on the terms,
conditions and restrictions hereinafter set forth, as a matter of
separate inducement and agreement in connection with Participant's
employment and not in lieu of any salary or other compensation for
Participant's services, a Restricted Stock Award consisting of _________
shares of Ahmanson's $.01 par value common stock (the "Shares").
2. Issuance of Shares
Concurrently herewith Ahmanson has granted and issued the
Shares to Participant in recognition and consideration of the services
rendered by Participant. Participant hereby acknowledges receipt of a
certificate or certificates evidencing the Shares, duly issued to
Participant by Ahmanson.
3. Deposit of Certificates
Concurrently herewith Participant has delivered to the
Trust Company, to be held in trust in accordance with the provisions
hereof on behalf of Participant, all certificates evidencing the Shares,
accompanied by stock powers and other instruments of transfer duly
executed in favor of Ahmanson by Participant.
4. Restricted Term
The Restricted Term with respect to the Shares shall
commence on the date first above written and shall expire on the last
business day of January (or such earlier date in January as the
Committee may hereafter determine) in accordance with the following
schedule:
(a) 1/3 of the Shares in January, 199x.
(b) 1/3 of the Shares in January, 199x.
(c) 1/3 of the Shares in January, 199x.
Notwithstanding the foregoing schedule, the Restricted Term shall expire
with respect to all the Shares then subject to the Restricted Term upon
the occurrence of any one of the following events: (i) the date of
Participant's death, permanent and total disability (as hereinafter
defined) or normal retirement (as hereinafter defined), or (ii) the date
of any Change in Control (as hereinafter defined). For purposes of this
Agreement, (a) "subsidiary" means a corporation the majority of the
outstanding voting stock of which is owned, directly or indirectly, by
Ahmanson, (b) "normal retirement" means a termination of employment on
or after the earlier of (i) the first day of the month coinciding with
or next following Participant's sixty-fifth (65th) birthday, or (ii)
Participant's "Normal Retirement Date," as such term is defined in the
H. F. Ahmanson & Company Retirement Plan, as such plan may be amended
from time to time, and (c) "permanent and total disability" means
permanent inability, by reason of any mental or physical illness or
accident, to perform any and every duty of the occupation at which
Participant was employed when such disability commenced. All
determinations as to the date and extent of any disability shall be made
by the Committee upon the basis of such information as it deems
necessary or desirable.
5. Change in Control
The term "Change in Control" shall mean:
(i) any person (as such term is used in Sections 3(a)(9)
and 13(d)(3) of the Securities Exchange Act of 1934) becomes the
beneficial owner (as such term is used in Section 13(d)(1) of the
Securities Exchange Act of 1934) directly or indirectly of
securities representing at least 25% of the combined voting power
of the then outstanding securities of Ahmanson; or
(ii) during any period of thirty-six (36) consecutive
months (whether commencing before or after the date of this
Agreement), individuals who at the beginning of such period
constituted Ahmanson's Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election, or the
nomination for election, of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period; or
(iii) any merger, consolidation, combination,
reorganization, sale, lease or exchange, or issuance or delivery of
stock or other securities, or reverse stock split, exchange,
liquidation or dissolution which is referred to in paragraph (b) of
Article TWELFTH of Ahmanson's Restated Certificate of Incorporation
as in effect on the date of this Agreement and notwithstanding any
repeal, amendment or other modification of said Article TWELFTH
that may hereafter be made (hereinafter called a "Transaction"), or
the approval by the stockholders of Ahmanson (or if such
stockholder approval is not required, the approval by Ahmanson's
Board of Directors) of a Transaction; provided, however, that the
term "Transaction" shall not include any transaction described in
either proviso set forth at the end of said paragraph (b); and
provided further that the last paragraph of said Article TWELFTH is
hereby incorporated herein by this reference; or
(iv) the approval by the stockholders of Ahmanson of any
plan or proposal for Ahmanson to be Acquired (as defined below) or
for the liquidation or dissolution of Ahmanson; or
(v) the Participant, in connection with or as a result
of the acquisition of any subsidiary that is an employer of the
Participant, ceases to be employed on a full-time basis by Ahmanson
or any of its subsidiaries.
For purposes of this Paragraph 5, Ahmanson shall be considered to be
"Acquired" only if the owners of its voting securities immediately prior
to the effective date of any transaction referred to in Paragraph 15(b)
below will not own immediately thereafter, as a result of having owned
such voting securities, securities representing a majority of the
combined voting power of the then outstanding securities of Ahmanson or
the entity that then owns, directly or indirectly, Ahmanson or all or
substantially all its assets. For purposes of this Paragraph 5, a
subsidiary shall be considered to be acquired as of the effective date
of any sale, reorganization, merger, consolidation, liquidation or
similar transaction involving Ahmanson or such subsidiary if as a
substantial element of such transaction (x) all or substantially all the
business of such subsidiary will be terminated or transferred out of
such subsidiary or (y) (i) Ahmanson will cease to own, directly or
indirectly, or (ii) the owners of Ahmanson's voting securities
immediately prior to the commencement of such transaction will cease to
own, directly or indirectly, as a result of having owned such
securities, securities representing a majority of the combined voting
power of the then outstanding securities of such subsidiary or the
entity that then owns, directly or indirectly, such subsidiary or all or
substantially all its operating assets.
For purposes of this Paragraph 5, the Participant shall not be
considered to "cease to be employed" if (i) he voluntarily terminates
his employment without the consent of Ahmanson or its subsidiary that
employs him, (ii) his employment is terminated for misconduct (including
but not limited to dishonesty, fraud or disclosure of confidential
information), or (iii) he refuses to sign and deliver a general or
special release, in form and substance satisfactory to Ahmanson,
releasing Ahmanson, its subsidiaries and such other persons as shall be
described in such release, from any and all claims, liabilities, demands
and causes of action referred to in such release.
6. Voting and Other Rights
During the Restricted Term, Participant shall, except as
otherwise provided herein, have all the rights of a stockholder with
respect to all the Shares subject to the Restricted Term not previously
forfeited by Participant pursuant to the terms hereof, including without
limitation the right to vote such Shares and the right to receive all
dividends or other distributions with respect to such Shares. In
connection with the payment of such dividends or other distributions,
there shall be deducted any taxes or other amounts required by any
governmental authority to be withheld and paid over to such authority
for the account of Participant.
7. Restrictions on Inter Vivos Transfer
During the Restricted Term, the Shares subject to the
Restricted Term shall not be sold, assigned, transferred, hypotheticated
or otherwise disposed of or encumbered other than by will or by the laws
of descent and distribution, except that the Shares may be donated (in
one or more transfers) to members of Participant's immediate family, or
to a trust or trusts for the benefit of one or more such family members,
provided that: (a) the Shares shall be subject to the same restrictions
in the hands of the donee as are provided herein; (b) the donee shall
always be a member of Participant's immediate family, or a trust or
trusts for the benefit of one or more such family members; and (c) the
donee must deliver any stock powers or other instruments of transfer
duly executed in favor of the Company as Participant would be required
to furnish or such other documents as the Committee may reasonably
require in connection with such transfer. As used in this Paragraph,
Participant's "immediate family" shall mean:
(a) The son or daughter of Participant or a descendant
of either;
(b) A stepson or stepdaughter of Participant;
(c) A father or mother of the Participant, or an
ancestor of either;
(d) A stepfather or stepmother of Participant; or
(e) A spouse of Participant.
For the purpose of determining whether any of the
foregoing relations exists, a legally adopted child of a person shall be
considered a child of such person by blood.
8. Termination of Participant's Employment
In the event Participant ceases to be employed by
Ahmanson or a subsidiary of Ahmanson at any time before the end of the
Restricted Term for any reason other than his or her death, permanent
and total disability or normal retirement or for any reason not
constituting a cessation of employment within the meaning of clause (v)
of Paragraph 5 of this Agreement, all Shares subject to the Restricted
Term shall thereupon be forfeited by Participant and transferred back to
Ahmanson without any consideration or payment therefor to Participant.
Upon the delivery by Ahmanson to the Trust Company of notice that
Participant has ceased to be so employed the Trust Company shall deliver
to Ahmanson all certificates evidencing the Shares subject to the
Restricted Term, accompanied by stock powers and other instruments of
transfer duly executed by Participant. After the time when any Shares
are required to be delivered to Ahmanson for transfer to it pursuant to
this Paragraph 8, Ahmanson shall not pay any dividend to Participant on
account of such Shares, or permit Participant to exercise any privileges
or rights of a stockholder with respect to such Shares, but shall,
insofar as permitted by law, treat Ahmanson as the owner of such Shares.
9. Expiration of the Restricted Term
(a) Upon expiration of the Restricted Term applicable to
any of the Shares as provided in Paragraph 4 above: (i) Participant
shall, with respect to such Shares, make payment, in the form of cash or
a certified or bank cashier's check, to Ahmanson in an amount sufficient
to satisfy any taxes or other amounts required by any governmental
authority to be withheld and paid over to such authority for the account
of Participant, or shall otherwise make arrangements satisfactory to
Ahmanson for the payment of such amounts through withholding or
otherwise, and (ii) Participant shall, if requested by Ahmanson, make
appropriate representations in a form satisfactory to Ahmanson that such
Shares will not be sold other than pursuant to an effective registration
statement under the Securities Act of 1933 or an applicable exemption
from the registration requirements of such Act. The foregoing clause
(ii) shall not be effective if and so long as such Shares are covered by
an effective registration statement under the Securities Act of 1933
(the "Act") and a prospectus meeting the requirements of Section
10(a)(3) of the Act. In connection with the issuance and delivery of
the Shares, Ahmanson shall comply with any applicable registration
requirement of the Act, any applicable listing requirements of any
national securities exchange on which stock of the same class is then
listed, and any other requirements of law or any regulatory bodies
having jurisdiction over such issuance and delivery.
(b) To the extent permissible under applicable tax,
securities and other laws, the Committee may, in its sole discretion,
permit Participant to elect to satisfy the tax withholding requirements
described in Paragraph 9(a) above by applying Shares with respect to
which the Restricted Term is expiring. Any such tax withholding may be
permitted, at the discretion of the Committee, for amounts up to the
highest marginal income tax rates applicable to Participant.
(c) Any election by Participant to have Shares withheld
as provided in Paragraph 9(b) above will be subject to the following
restrictions:
(1) The election with respect to any Shares must be
made prior to the expiration of the Restricted Term with respect to
such Shares ("Tax Date");
(2) The election will be irrevocable; and
(3) The election will be subject to the consent of
or the disapproval of the Committee.
In addition, if Participant is an officer of Ahmanson within the meaning
of Section 16 of the Securities Exchange Act of 1934, the following
restrictions will apply:
(4) The election may not be made within six months
after the grant of the Restricted Stock Award to which it pertains
(except that this limitation will not apply in the event death or
permanent and total disability of Participant occurs prior to the
expiration of this six-month period); and
(5) The election must be made either at least six
months prior to the Tax Date or in a ten business day "window
period" beginning on the third business day following the release
of Ahmanson's quarterly or annual summary earnings statement and
ending on the twelfth business day following such release date.
(d) The restriction set forth in Paragraph 9(c)(5) above
will not apply during the six-month period beginning on the first day
following notice to Participant pursuant to subparagraph (1) of this
Paragraph 9(d).
(1) Ahmanson shall give notice to Participant
within 24 hours of learning of:
(i) the first purchase of Ahmanson common
stock pursuant to any Offer (as defined below); or
(ii) any Change in Control.
(2) The term "Offer" as used in this Paragraph 9(d)
shall mean any tender offer or exchange offer for some or all the
outstanding shares of Ahmanson's common stock, other than one made
by Ahmanson.
(e) The amount to be withheld under an election which
meets the foregoing requirements will be the amount required to satisfy
the statutory minimum federal, state and local tax withholding
requirements; provided, however, at its discretion, the Committee may
allow Participant to increase the amount to be withheld under an
election at the time when the election is made up to the amount
necessary to satisfy the maximum federal, state and local taxes which
will be payable by the Participant with respect to the Shares covered by
the election.
(f) The Committee reserves the right to modify the terms
of any election to comply with the requirements of Rule 16b-3(e) under
the Securities Exchange Act of 1934 or any other applicable tax,
securities and other laws or accounting principles.
10. Delivery of Shares
Upon the receipt of notice from Ahmanson that Participant
has satisfied the requirements of Paragraph 9 hereof, the Trust Company
shall deliver to Participant all certificates and related instruments of
transfer evidencing the Shares no longer subject to the Restricted Term,
if any, and not previously forfeited by Participant pursuant to the
terms hereof, and all restrictions set forth herein with respect to such
Shares shall terminate.
11. Trust Company
(a) Notwithstanding any other provision hereof, the
Trust Company shall deliver the Shares, in accordance with Paragraph 8
or Paragraph 10 hereof, as the case may be, only upon (i) the receipt of
instructions from Ahmanson or (ii) the filing, entry or issuance of a
final order, judgment or decree of any court of competent jurisdiction.
(b) The Trust Company, having delivered any of the
Shares pursuant to the terms of this Agreement, shall thereafter be
discharged from any further obligations hereunder with respect to the
Shares so delivered. The Trust Company is hereby authorized, in any and
all events, to comply with and obey any and all final judgments, orders
and decrees of any court of competent jurisdiction which may be filed,
entered or issued, and, if it shall so comply or obey, it shall not be
liable to any of the parties hereto or to any other person by reason of
such compliance or obedience. If the deposit or delivery of
certificates hereunder shall be involved in any litigation or
controversy, Ahmanson shall hold the Trust Company free and harmless
against any and all claims, actions, demands, losses, costs and expenses
to which the Trust Company may become subject by reason of such
litigation or controversy.
(c) It is agreed that the duties of the Trust Company
are only such as are herein specifically provided, being purely
ministerial in nature, and that it shall incur no liability whatsoever
except for willful misconduct or gross negligence so long as it has
acted in good faith. The Trust Company shall be under no responsibility
in respect of the Shares deposited with it other than faithfully to
follow the instructions herein contained. It may consult with counsel
and shall be fully protected in any action taken in good faith in
accordance with the advice of counsel. It shall not be required to
defend any legal proceedings which may be instituted against it in
respect of the subject matter of these instructions unless requested so
to do by one or more of the parties hereto and indemnified by the
requesting party to its satisfaction against the cost and expense of
such defense.
(d) In the event conflicting demands are made or notices
served upon the Trust Company with respect to the deposit of
certificates hereunder, the Trust Company shall have the absolute right
at its election to do either or both of the following: withhold and
stop all further performance hereunder or file a suit in interpleader
and obtain an order from the court requiring the parties to interplead
and litigate in such court their several claims and rights among
themselves. In the event such interpleader suit is brought, the Trust
Company shall ipso facto be fully released and discharged from all
obligations and all duties or obligations imposed upon it by this
Agreement.
(e) Ahmanson may, in its sole and absolute discretion,
cause Trust Company to cease to act as Trust Company hereunder and
appoint a successor or successors to act as Trust Company hereunder,
provided any such successor (i) is duly authorized to engage in the
trust company business in the State of California, and (ii) executes an
instrument accepting and adopting the provisions of this Agreement.
12. Section 83(b) Election
Participant shall not elect, pursuant to Section 83(b) of
the Internal Revenue Code of 1954, as amended, or comparable provisions
of any state tax law, to include any amount in gross income in
connection with the grant of this Restricted Stock Award.
13. Effect on Participant's Continued Employment
While it is intended that the continued employment of
Participant with Ahmanson or a subsidiary thereof during the Restricted
Term is required in order for Participant to be able to retain all the
Shares (except as otherwise provided in Paragraph 4), Participant's
right, if any, to continue to serve Ahmanson and its subsidiaries as an
officer or employee shall not be enlarged or otherwise affected by the
grant to him or her of this Restricted Stock Award, nor shall such grant
in any way restrict the right of Ahmanson or any of its subsidiaries to
terminate Participant's employment at any time.
14. Further Action
Each party hereto agrees to perform any further acts and
to execute and deliver any documents which may be reasonably necessary
to carry out the provisions hereof.
15. Stock Split, Reorganization, Merger, etc.
(a) Subject to Paragraph 15(b) hereof, if the
outstanding shares of common stock of Ahmanson are increased, decreased
or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of common stock
or other securities, through merger, consolidation, sale of all or
substantially all the property of Ahmanson, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split or other distribution with respect to such shares of common
stock or other securities, all shares of stock or other securities
obtained as a result thereof by Participant in addition to, in exchange
for or in respect of the Shares subject to the Restricted Term shall,
provided the Restricted Term does not end as a consequence of such
transaction pursuant to Paragraph 4 hereof, be subject to the provisions
of this Agreement.
(b) Notwithstanding the provisions of Section 9(b) of the
Plan and Paragraph 15(a) hereof, upon dissolution or liquidation of
Ahmanson or upon a reorganization, merger or consolidation of Ahmanson
with one or more corporations as a result of which Ahmanson is not the
surviving corporation or as a result of which Ahmanson's outstanding
common stock is converted into or exchanged for securities of another
issuer or cash or other property or any combination thereof, or upon the
sale of all or substantially all the assets of Ahmanson, all such
securities, cash and other property obtained as a result thereof by
Participant in exchange for or in respect of the Shares subject to the
Restricted Term shall, provided the Restricted Term does not end as a
consequence of such transaction pursuant to Paragraph 4 hereof, be
subject to the provisions of this Agreement, and provisions shall be
made in connection with such transaction for the continuance of the Plan
and the assumption of this Agreement by the successor corporation, or a
parent or subsidiary thereof or the Company; provided, however, that if
no public market exists for the common stock or the other securities or
property which would be subject to this Agreement after consummation of
such transaction, each Share subject to the Restricted Term immediately
prior to the effective date of such transaction shall be converted into
the right to receive, upon expiration of the Restricted Term with
respect thereto, an amount of cash equal to the amount determined by the
Committee to be the fair market value on the effective date of such
transaction of the stock, other securities, cash and other property that
such Share is entitled to receive, or into which it is converted,
pursuant to such transaction.
(c) Adjustments under Paragraph 15(b) shall be made by
the Committee, whose determination as to what adjustments will be made
and the extent thereof will be final, binding and conclusive in the
absence of manifest error or arbitrary action. No fractional interests
will be issued under the Plan on account of any such adjustments.
16. Parties in Interest and Governing Law
This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective assigns and
successors-in-interest, and shall be governed by and interpreted in
accordance with the laws of the State of Delaware.
17. Notices
Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficient in all respects
if delivered in person or sent via registered or certified mail, return
receipt requested, postage prepaid, addressed as follows:
If to Participant: 1~
Address: ___________________________________
___________________________________
If to Ahmanson: H. F. Ahmanson & Company
4900 Rivergrade Road
Irwindale, California 91706
Attention: Principal Accounting Officer
If to the
Trust Company: Home Savings of America, FSB
4900 Rivergrade Road
Irwindale, California 91706
Attention: Corporate Human Resources
or such other address as shall be furnished in writing by any such
party. Any notice or communication shall be deemed to have been
delivered only when actually received by the addressee.
18. Entire Agreement
This Agreement contains the entire agreement and
understanding among the parties as to the subject matter hereof.
19. Headings
Introductory headings at the beginning of each numbered
paragraph hereof are solely for the convenience of the parties and shall
not be deemed to be a limitation upon or descriptive of the contents of
any such paragraph.
20. Invalid Provisions
If any portion of this Agreement shall be adjudged by a
court of competent jurisdiction to be invalid or unenforceable, such
invalidity or unenforceability shall not affect the other provisions
hereof, and this Agreement shall be deemed to be modified to the least
extent possible to make it valid and enforceable in its entirety.
21. Amendment
No amendment or modification hereof shall be valid unless
it shall be in writing and signed by all parties hereto.
22. Gender and Number
As used herein, the masculine, feminine or neuter gender
and the singular or plural number or tense shall be deemed to include
the others whenever the context so indicates.
23. Counterparts
This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, and taken together shall
constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this
Restricted Stock Award Agreement as of the day and year first above
written.
"Trust Company" "Ahmanson"
HOME SAVINGS OF AMERICA, FSB H. F. AHMANSON & COMPANY
By___________________________ By_________________________
Vice President Senior Vice President
"Participant"
__________________________
__________________________
