As filed with the Securities and Exchange Commission on
January 31, 1997 REGISTRATION NO.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
JSB FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 11-300874
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
303 MERRICK ROAD
LYNBROOK, NEW YORK 11563-2574
(516) 887-7000
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
---------------
Park T. Adikes
Chairman of the Board and Chief Executive Officer
303 Merrick Road
Lynbrook, New York 11563-2574
(516) 887-7000
Copy to:
Lisa M. Miller, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER
AND AREA CODE, OF AGENT FOR SERVICE)
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
<CAPTION>
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be Registered Registered(1) Price Per Share (2) Aggregate Offering Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 800,000 shares $38.00 $28,754,375 $8,713.45
===================================================================================================================================
</TABLE>
(1) Based on the number of shares of common stock of JSB Financial, Inc.
("JSBF") currently reserved for issuance under the JSB Financial, Inc.
1996 Stock Option Plan ("Plan"). In addition to such shares, this
registration statement also covers an undetermined number of shares of
common stock of JSBF that, by reason of certain events specified in the
Plan, may become issuable under the Plan or options to purchase shares
of JSBF common stock ("Options") granted thereunder.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which shares subject to outstanding Options are deemed to be offered at
the prices at which such Options may be exercised and shares that may
be acquired through the exercise of Options granted in the future are
deemed to be offered at $36.75 per share, the average of the bid and
ask prices of JSBF common stock at the close of the day on January 28,
1997 as reported on the Nasdaq National Market. In January, 1996,
165,000 Options with an exercise price of $31.625 per share were
granted under the Plan, and in January, 1997, 160,000 Options with an
exercise price of $38.00 per share were granted under the Plan.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to participants as specified by Rule
428(b)(1). Such document need not be filed with the Commission either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424. These documents and the documents incorporated by
reference in this registration statement pursuant to Item 3 of Part II of this
form, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Registrant (File No. 000-21628) are incorporated by
reference in this registration statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, which was filed with the
Commission pursuant to the Securities Exchange Act of 1934, as
amended ("Exchange Act");
(2) the description of the Registrant's Common Stock (the "Common
Stock") contained in the Registrant's Registration Statement
on Form S-1 filed on March 16, 1990, Registration No.
33-33821, and any amendments thereto;
(3) the Registrant's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996; and
(4) the JSB Financial, Inc. Proxy Statement dated March 29, 1996
for the Annual Meeting of Shareholders held on May 14, 1996.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by
<PAGE>
reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any document which is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
JSB Financial, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests should be directed to Thomas
R. Lehmann, Senior Vice President, Chief Financial Officer, JSB Financial, Inc.,
303 Merrick Road, Lynbrook, New York 11563-2574. Telephone requests may be
directed to (516) 887-7000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Certificate of Incorporation
of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, will be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the GCL. Such indemnification shall apply whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent. Such indemnification shall be against all expenses, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered in
connection with the proceeding. This right to indemnification includes, to the
extent permitted by the GCL, the right to be paid by the Registrant the expenses
incurred in defending any such proceeding in advance of its final disposition.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover
-2-
<PAGE>
an advancement of expenses), the indemnitee shall be entitled to be paid also
the expenses of prosecuting (or defending) such suit. In any such suit, it shall
be a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the GCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of JSB Financial, Inc. and its subsidiaries through
Continental Casualty Co. for a one year policy term ending September 18, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling JSB Financial, Inc. pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-3-
<PAGE>
ITEM 8. EXHIBITS.
4.1 JSB Financial, Inc. 1996 Stock Option Plan
4.2 Forms of Option Agreements for Employees and
Directors under the Plan
4.3 Certificate of Incorporation of JSB Financial, Inc.,
incorporated by reference to the Registrant's
Registration Statement on Form S-1 filed on March 16,
1990, Registration No. 33-33821, and any amendments
thereto.
4.4 By-Laws of JSB Financial, Inc., incorporated by
reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995,
which was filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended.
5. Opinion of Thacher Proffitt & Wood, counsel for
Registrant, as to the legality of the securities
being registered.
23.1 Consent of Thacher Proffitt & Wood (included in
Exhibit 5 hereof).
23.2 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. 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 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.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement 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.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a- 3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent
-4-
<PAGE>
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
D. FILING OF REGISTRATION ON FORM S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lynbrook, State of New York on the 31st day of
January, 1997.
JSB Financial, Inc.
(Registrant)
By:/s/ Park T. Adikes
---------------------------
Park T. Adikes
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Park T. Adikes
- ---------------------------------------------- Chairman of the Board and Chief January 31, 1997
Park T. Adikes Executive Officer (Principal Executive
Officer) and Director
/s/Thomas R. Lehmann
- ---------------------------------------------- Senior Vice President, Chief Financial January 23, 1997
Thomas R. Lehmann Officer (Principal Financial and
Accounting Officer)
/s/Edward P. Henson
- ---------------------------------------------- President and Director January 29, 1997
Edward P. Henson
- ---------------------------------------------- Director __________, 1997
Joseph J. Blaine
- ---------------------------------------------- Director __________, 1997
Joseph C. Cantwell
- ---------------------------------------------- Director __________, 1997
Howard J. Dirkes, Jr.
/s/James E. Gibbons, Jr.
- ---------------------------------------------- Director January 29, 1997
James E. Gibbons, Jr.
/s/Alfred F. Kelly
- --------------------------------------------- Director January 29, 1997
Alfred F. Kelly
/s/Richard W. Meyer
- -------------------------------------------- Director Janaury 29, 1997
Richard W. Meyer
/s/Arnold B. Pritcher
- -------------------------------------------- Director Janaury 29, 1997
Arnold B. Pritcher
/s/Paul R. Screvane
- -------------------------------------------- Director January 29, 1997
Paul R. Screvane
</TABLE>
-6-
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------ ----------- --------
<S> <C> <C>
4.1 JSB Financial, Inc. 1996 Stock Option Plan..............................................
4.2 Forms of Option Agreements for Employees and Directors under the
Plan....................................................................................
4.3 Certificate of Incorporation of JSB Financial, Inc., incorporated by
reference to the Registrant's Registration Statement on Form S-1, filed
on March 16, 1990, Registration No. 33-33821, and any amendments
thereto.................................................................................
4.4 By-Laws of JSB Financial, Inc., incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which was filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended......................................
5. Opinion of Thacher Proffitt & Wood, counsel for Registrant, as to the
legality of the securities being registered.............................................
23.1 Consent of Thacher Proffitt & Wood (included in Exhibit 5 hereof).......................
23.2 Consent of KPMG Peat Marwick LLP........................................................
</TABLE>
-7-
EXHIBIT 4.1
-----------
JSB Financial, Inc. 1996 Stock Option Plan
<PAGE>
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
------------------------------
EFFECTIVE AS OF JANUARY 1, 1996
INCORPORATING AMENDMENTS THROUGH NOVEMBER 12, 1997
<PAGE>
PAGE
TABLE OF CONTENTS
ARTICLE I
---------
PURPOSE
-------
Section 1.1 General Purpose of the Plan............................. 1
ARTICLE II
----------
DEFINITIONS
-----------
Section 2.1 Administrator........................................... 1
Section 2.2 Appreciation Right...................................... 1
Section 2.3 Bank.................................................... 1
Section 2.4 Beneficiary............................................. 1
Section 2.5 Board................................................... 1
Section 2.6 Change of Control....................................... 2
Section 2.7 Code.................................................... 2
Section 2.8 Committee............................................... 2
Section 2.9 Corporation............................................. 3
Section 2.10 Disability.............................................. 3
Section 2.11 Disinterested Board Member.............................. 3
Section 2.12 Dividend Equivalent Right............................... 3
Section 2.13 Effective Date.......................................... 3
Section 2.14 Eligible Director....................................... 3
Section 2.15 Eligible Director Emeritus.............................. 3
Section 2.16 Eligible Individual..................................... 3
Section 2.17 Eligible Outside Director............................... 3
Section 2.18 Exercise Price.......................................... 3
Section 2.19 Fair Market Value....................................... 3
Section 2.20 Incentive Stock Option.................................. 3
Section 2.21 JSBF.................................................... 4
Section 2.22 Non-Qualified Stock Option.............................. 4
Section 2.23 Option.................................................. 4
Section 2.24 Option Agreement........................................ 4
Section 2.25 Option Holder........................................... 4
Section 2.26 Option Period........................................... 4
Section 2.27 Person.................................................. 4
Section 2.28 Plan.................................................... 4
Section 2.29 Preliminary Purchase Event.............................. 4
Section 2.30 Retirement.............................................. 5
Section 2.31 Share................................................... 5
Section 2.32 Termination for Cause................................... 5
i
<PAGE>
PAGE
ARTICLE III
-----------
ADMINISTRATION
--------------
Section 3.1 Committee............................................... 5
Section 3.2 Committee Action........................................ 6
Section 3.3 Committee Responsibilities.............................. 6
ARTICLE IV
----------
STOCK OPTIONS
-------------
Section 4.1 Option Agreements....................................... 7
Section 4.2 Available Shares........................................ 8
Section 4.3 Options Granted to Eligible Individuals................. 8
Section 4.4 Options Granted to Eligible Directors................... 9
Section 4.5 Method of Exercise...................................... 11
Section 4.6 Limitations on Options.................................. 12
Section 4.7 Additional Limitations on Incentive Stock Options....... 12
Section 4.8 Grants in the Event of a Preliminary Purchase Event..... 13
ARTICLE V
---------
APPRECIATION RIGHTS
-------------------
Section 5.1 In General.............................................. 13
Section 5.2 Exercise of Appreciation Rights......................... 14
Section 5.3 Effect of Exercise...................................... 14
ARTICLE VI
----------
DIVIDEND EQUIVALENT RIGHTS
--------------------------
Section 6.1 In General.............................................. 14
Section 6.2 Value of Dividend Equivalent Rights..................... 15
Section 6.3 Exercise Prior to Credit Date........................... 16
ARTICLE VII
-----------
AMENDMENT AND TERMINATION
-------------------------
Section 7.1 Termination............................................. 16
Section 7.2 Amendment............................................... 16
Section 7.3 Adjustments for Business Reorganization, Stock Split or
Stock Dividend.......................................... 17
ii
<PAGE>
PAGE
ARTICLE VIII
------------
MISCELLANEOUS
-------------
Section 8.1 Status as an Employee Benefit Plan....................... 18
Section 8.2 No Right to Continued Employment......................... 18
Section 8.3 Construction of Language................................. 18
Section 8.4 Governing Law............................................ 18
Section 8.5 Headings................................................. 18
Section 8.6 Non-Alienation of Benefits............................... 19
Section 8.7 Taxes.................................................... 19
Section 8.8 Approval of Stockholders................................. 19
Section 8.9 Notices.................................................. 19
iii
<PAGE>
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
------------------------------------------
ARTICLE I
---------
PURPOSE
-------
Section 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to advance the interests of JSB
Financial, Inc. and its shareholders by providing certain directors and officers
of JSB Financial, Inc., and its affiliates, with an incentive to achieve
corporate objectives, to attract and retain directors and officers of
outstanding competence and to provide such directors and officers with an equity
interest in JSB Financial, Inc.
ARTICLE II
----------
DEFINITIONS
-----------
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context.
Section 2.1 ADMINISTRATOR means the person or persons
designated by the Committee pursuant to Section 3.3 to assist the Committee in
the administration of the Plan.
Section 2.2 APPRECIATION RIGHT means a right granted pursuant
to Section 5.1 which shall entitle the holder thereof to receive in accordance
with the terms of such Appreciation Right an amount of cash equal to the
difference between the Fair Market Value of the Shares subject to the
Appreciation Right and the Exercise Price applicable to such Appreciation Right.
For purposes of this Section 2.2, the Fair Market Value of a Share shall be
determined on the date the Appreciation Right is exercised.
Section 2.3 BANK means Jamaica Savings Bank FSB, a federally
chartered stock savings bank and any successor thereto.
Section 2.4 BENEFICIARY means the person or persons designated
by an Eligible Individual, Eligible Outside Director or Eligible Director
Emeritus, in such form and manner as may be required by the Committee, to
receive his or her Options in the event such Options remain unexercised upon his
or her death or, if no such Beneficiary has been designated, the legal
representative of the Eligible Individual, Eligible Outside Director or Eligible
Director Emeritus.
Section 2.5 BOARD means the board of directors of JSBF.
<PAGE>
-2-
Section 2.6 CHANGE OF CONTROL means an event of the nature
that: (a) would be required to be reported by JSBF in response to Item 1 of the
current report on Form 8-K, as in effect on the date hereof, pursuant to
Sections 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"); or (b) results in a Change of Control of the Bank or JSBF within the
meaning of the Change in Bank Control Act and the rules and regulations
promulgated thereunder by the appropriate federal banking agency, as in effect
on the date hereof; or (c) results in a transaction requiring prior Federal
Reserve Board ("FRB") approval under the Bank Holding Company Act of 1956 and
the regulations promulgated thereunder by the FRB, as in effect on the date
hereof; or (d) results in a transaction requiring prior Office of Thrift
Supervision ("OTS") approval under the Home Owners' Loan Act and the regulations
promulgated thereunder by the OTS, as in effect on the date hereof. Without
limiting the foregoing, a Change of Control shall be deemed to have occurred at
such time as: (i) any "person" (as the term is used in Section 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Bank
or JSBF representing 20% or more of the Bank's or JSBF's outstanding securities,
except for any securities of the Bank purchased by JSBF in connection with the
conversion of the Bank to the stock form and any securities purchased by
employee benefit plans maintained by the Bank or JSBF, or such plans' related
trusts; (ii) individuals who constitute the Board of Directors of JSBF or the
Board of Directors of the Bank on the date hereof (the "Incumbent Board") cease
for any reason to constitute at least a majority thereof, provided that any
individual becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by JSBF's stockholders was
approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (ii), considered as though he were a
member of the Incumbent Board, but only if such individual's election or
nomination did not result from an actual or threatened election contest (within
the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or consents (within the
meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)
other than by or on behalf of the Board of JSBF; (iii) a plan of reorganization,
merger, consolidation, sale of all or substantially all the assets of the Bank
or JSBF becomes effective or a similar transaction occurs in which the Bank or
JSBF is not the resulting entity; (iv) a plan of reorganization, merger,
consolidation, sale of all or substantially all of the assets of the Bank or
JSBF or a similar transaction, which will result in the outstanding shares of
the class of securities then subject to such plan or transaction being exchanged
for or converted into cash or property or securities not issued by the Bank or
JSBF, is approved by the stockholders of JSBF in response to a proxy statement
that was distributed, soliciting proxies from stockholders of JSBF, by someone
other than the current management of JSBF, or (v) 20% or more of the voting
securities of the Bank or JSBF then outstanding are tendered and accepted by an
offeror as of the closing of a tender offer for such securities.
Section 2.7 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
Section 2.8 COMMITTEE means the Committee described in Section
3.1.
<PAGE>
-3-
Section 2.9 CORPORATION means JSBF, the Bank and any successor
or successors thereto, and subject to the approval of, and such terms and
conditions as may be imposed by, the Board, such other savings bank, savings and
loan association, bank, corporation, financial institution or other business
organization or institution as may be or become an affiliate of JSBF.
Section 2.10 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Corporation, which
the Committee shall have determined, on the basis of competent medical evidence,
is likely to be permanent.
Section 2.11 DISINTERESTED BOARD MEMBER means a member of the
Board who is not currently and has not at any time during the immediately
preceding one-year period been an Eligible Individual.
Section 2.12 DIVIDEND EQUIVALENT RIGHT means a right described
in Article VI.
Section 2.13 EFFECTIVE DATE means January 1, 1996.
Section 2.14 ELIGIBLE DIRECTOR means an Eligible Outside
Director or Eligible Director Emeritus.
Section 2.15 ELIGIBLE DIRECTOR EMERITUS means a former member
of the Board or former member of the board of directors of the Bank who has been
declared by the Board or the board of directors of the Bank to have the status
of "director emeritus".
Section 2.16 ELIGIBLE INDIVIDUAL means any employee of the
Corporation whom the Committee may select to receive a grant of an Option or
Appreciation Right pursuant to the Plan, provided, however, that no Eligible
Director shall be identified as an Eligible Individual.
Section 2.17 ELIGIBLE OUTSIDE DIRECTOR means a member of the
Board or a member of the board of directors of the Bank who is not an employee
or an officer of the Corporation.
Section 2.18 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with Section 4.3, Section 4.4 or Section 4.8.
Section 2.19 FAIR MARKET VALUE means, when used in connection
with Shares on a certain date, the reported closing price of the Shares as
reported by the National Association of Securities Dealers Automated Quotation
System (as published by the Wall Street Journal, if published) on the day prior
to such date or if the Shares were not traded on such date, on the next
preceding day on which the Shares were traded thereon.
Section 2.20 INCENTIVE STOCK OPTION means a right to purchase
Shares that is granted pursuant to Section 4.3, that is designated by the
Committee to be an Incentive Stock Option and that satisfies the requirements of
Section 422 of the Code.
<PAGE>
-4-
Section 2.21 JSBF means JSB Financial, Inc., a corporation
organized and existing under the laws of the State of Delaware, and any
successor thereto.
Section 2.22 NON-QUALIFIED STOCK OPTION means a right to
purchase Shares that is (a) granted pursuant to Section 4.3, designated by the
Committee to be a Non-Qualified Stock Option and not intended to satisfy the
requirements of Section 422 of the Code, or (b) granted pursuant to Section 4.4
or Section 4.8.
Section 2.23 OPTION means either an Incentive Stock Option or
a Non-Qualified Stock Option granted under this Plan.
Section 2.24 OPTION AGREEMENT means the written agreement
evidencing an Option, and the Appreciation Rights and Dividend Equivalent Rights
which relate to such Option, in accordance with the requirements of Sections
4.1, 5.1 and 6.1.
Section 2.25 OPTION HOLDER means an Eligible Individual,
Eligible Outside Director or Eligible Director Emeritus who has been granted an
Option under the Plan, or the Beneficiary of such an Eligible Individual,
Eligible Outside Director or Eligible Director Emeritus.
Section 2.26 OPTION PERIOD means the period during which an
Option or an Appreciation Right may be exercised, determined in accordance with
Section 4.3, Section 4.4 or Section 4.8.
Section 2.27 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
Section 2.28 PLAN means the JSB Financial, Inc. 1996 Stock
Option Plan, as amended from time to time.
Section 2.29 PRELIMINARY PURCHASE EVENT means any of the
following events or transactions occurring after the Effective Date:
(a) JSBF or the Bank shall have entered into an agreement to
engage in an Acquisition Transaction (as defined below) with any person (the
term "person" for purposes of this Plan having the meaning assigned thereto in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations thereunder, except that the
term "person" shall not include any employee benefit plan maintained by JSBF or
the Bank, or such plan's related trust) or the Board of Directors of JSBF shall
have recommended that the shareholders of JSBF approve or accept any Acquisition
Transaction with any person. For purposes of this Plan, "Acquisition
Transaction" shall mean (i) a merger or a purchase, lease or other acquisition
of all or substantially all of the assets of JSBF or the Bank or (ii) a purchase
or other acquisition (including by way of merger, consolidation, share exchange
or otherwise) of securities representing 10% or more of the voting power of JSBF
or
<PAGE>
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the Bank; provided that the term "Acquisition Transaction" does not include any
internal merger or consolidation involving only JSBF and/or any of its
subsidiaries.
(b) Any person shall have acquired beneficial ownership or the
right to acquire beneficial ownership of 10% or more of the outstanding Shares
(the term "beneficial ownership" for purposes of this Plan having the meaning
assigned thereto in Section 13(d) of the Exchange Act, and the rules and
regulations thereunder);
(c) Any person shall have made a bona fide proposal to JSBF or
its shareholders, by public announcement or written communication that is or
becomes the subject of public disclosure, to engage in an Acquisition
Transaction (including, without limitation, any situation in which any person
(i) shall have commenced (as such term is defined in Rule 14d-2 under the
Exchange Act) or (ii) shall have filed a registration statement under the
Securities Act of 1933, as amended, with respect to, a tender offer or exchange
offer to purchase any Shares such that, upon consummation of such offer, such
person would own or control 10% or more of the then outstanding Shares; or
(d) Any person shall have filed an application or notice with
the Office of Thrift Supervision, Board of Governors of the Federal Reserve
System (the "Federal Reserve Board") or any other governmental authority or
regulatory or administrative agency or commission for approval to engage in an
Acquisition Transaction.
Section 2.30 RETIREMENT means the termination of an Eligible
Individual's employment with the Corporation at a time when he or she is
eligible to begin receiving an immediate retirement allowance under the
Retirement Plan of the Bank.
Section 2.31 SHARE means a share of common stock of JSBF.
Section 2.32 TERMINATION FOR CAUSE means an individual's
termination of service or employment with the Corporation because of the
individual's personal dishonesty, willful misconduct, any breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
conviction of a felony with respect to the Corporation or for reasons defined in
the individual's employment agreement with the Corporation.
ARTICLE III
-----------
ADMINISTRATION
--------------
Section 3.1 COMMITTEE.
The Plan shall be administered by the Employee Benefits
Committee of the Bank (or any successor committee), or such other committee as
shall be designated by or on behalf of the Board to perform the duties as set
forth in this Article III; provided, however, that all
<PAGE>
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members of such Committee must be Disinterested Board Members. If fewer than 3
members of the Employee Benefits Committee are Disinterested Board Members, then
the Board shall appoint to the Committee such additional Disinterested Board
Members as shall be necessary to provide for a Committee consisting of at least
three Disinterested Board Members.
Section 3.2 COMMITTEE ACTION.
The Committee shall hold meetings, at least annually, and may
make such administrative rules and regulations as it may deem proper. A majority
of the members of the Committee shall constitute a quorum, and the action of a
majority of the members of the Committee present at a meeting at which a quorum
is present, as well as actions taken pursuant to the unanimous written consent
of all of the members of the Committee without holding a meeting, shall be
deemed to be actions of the Committee. All actions of the Committee shall be
final and conclusive and shall be binding upon the Corporation and all other
interested parties.
Section 3.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for participation in
the Plan, the number of Shares subject to the Options and Appreciation Rights,
if any, to be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan;
(c) to appoint an officer or officers of JSBF or the Bank, who
shall not be members of the Committee, and who shall, subject to the
responsibilities of the Committee and the Board, serve as the Administrator for
the Plan and shall have the responsibility for the day-to-day control,
management, operation and administration of the Plan. Such Administrator may, in
the Committee's discretion, have the following responsibilities:
(i) to maintain records necessary or appropriate for the
administration of the Plan;
(ii) to give and receive such instructions, notices and
information as may be necessary or appropriate in the
administration of the Plan;
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(iii) to prescribe forms consistent with the terms of the
Plan and with the interpretations and other actions
of the Committee;
(iv) to determine any question arising in connection with
the Plan, and such officer's decision or action in
respect thereof shall be final and conclusive and
binding upon JSBF, the Option Holders, Beneficiaries
and any other person having an interest under the
Plan; provided, however, that any question relating
to inconsistency or omission in the Plan, or
interpretation of the provisions of the Plan, shall
be referred to the Committee by such officer, and the
decision of the Committee in respect thereof shall be
final; and
(v) to discharge such other responsibilities or follow
such directions as may be assigned or given by the
Committee or the Board; and
any Option Holder dealing with the Administrator shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the Administrator; and
(d) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE IV
----------
STOCK OPTIONS
-------------
Section 4.1 OPTION AGREEMENTS.
Any Option granted pursuant to the Plan shall be evidenced by
a written agreement which shall:
(a) designate the Option as either an Incentive Stock Option
or a Non-Qualified Stock Option;
(b) specify the number of Shares covered by the Option;
(c) specify the Exercise Price, determined in accordance with
Section 4.3, Section 4.4 or Section 4.8, for the Shares subject to the Option;
(d) specify the Option Period determined in accordance with
Section 4.3, Section 4.4 or Section 4.8;
(e) set forth specifically, or incorporate by reference, the
applicable provisions of the Plan; and
<PAGE>
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(f) contain such other terms and conditions not inconsistent
with the Plan as the Committee may, in its discretion, prescribe with respect to
an Option granted to an Eligible Individual.
Section 4.2 AVAILABLE SHARES.
Subject to Section 7.3, the maximum aggregate number of Shares
with respect to which Options may be granted at any time pursuant to this Plan
shall be equal to the excess of:
(a) 800,000 Shares; over
(b) the sum of:
(i) the number of Shares with respect to which Options
previously granted under this Plan may then or may in
the future be exercised; plus
(ii) the number of Shares with respect to which Options
previously granted under this Plan have been
exercised.
Such Shares may be either authorized but unissued Shares, or Shares previously
issued and reacquired by JSBF to be held as issued but not outstanding Shares.
Solely, for purposes of this Section 4.2, an Option shall not be considered as
having been exercised to the extent that such Option terminates by reason other
than the purchase of the related Shares, and the exercise of an Appreciation
Right shall not be treated as an exercise of the related Option.
Section 4.3 OPTIONS GRANTED TO ELIGIBLE INDIVIDUALS.
(a) Subject to the limitations of the Plan, the Committee may,
in its discretion, grant to an Eligible Individual an Option to purchase Shares.
(b) Subject to Section 4.2 and such limitations as the Board
may from time to time impose, the number of Shares as to which an Eligible
Individual may be granted Options shall be determined by the Committee, in its
discretion.
(c) The Exercise Price of an Option granted to an Eligible
Individual shall be determined by the Committee, in its discretion; provided,
however, that the Exercise Price established for any Incentive Stock Option
shall be determined in accordance with Section 4.7; and provided, further, that
the Exercise Price established for any Option shall not be less than the par
value of a Share on the date on which the Option is granted.
(d) The Option Period during which an Option granted to an
Eligible Individual may be exercised shall commence on the date that is the
latter of six months after the date the Option is granted or six months after
the Plan is approved by the Company's stockholders, and shall expire on the
earliest of:
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(i) the date specified by the Committee in the Option
Agreement;
(ii) the last day of the three-month period commencing on
the date of the Eligible Individual's termination of
employment with the Corporation, other than on
account of death or Disability, Retirement or a
Termination for Cause;
(iii) the last day of the one-year period commencing on the
date of the Eligible Individual's termination of
employment due to death, Disability or Retirement;
(iv) the date the Eligible Individual ceases to be an
employee of the Corporation due to a Termination for
Cause; and
(v) the last day of the ten-year period commencing on the
date on which the Option was granted;
provided, however, that in the event of a Change of Control while there is
outstanding any Option for which the Option Period has not commenced, such
Option Period shall automatically commence on the earliest date on which the
Change of Control is deemed to have occurred; and provided, further, that in the
event an Eligible Individual who ceases to be an employee of the Corporation due
to Retirement has not exercised his or her Incentive Stock Options, if any,
within the three-month period commencing on the date of such Retirement, all
such Options shall be deemed Non-Qualified Stock Options thereafter.
(e) The Committee may, in its discretion, establish a specific
date or dates on and after which all or a specified portion of the Shares
subject to an Option granted to an Eligible Individual pursuant to this Section
4.3 shall be available for purchase during the Option Period, which date or
dates shall be specified in the Option Agreement.
Section 4.4 OPTIONS GRANTED TO ELIGIBLE DIRECTORS.
(a) Subject to Sections 4.2 and 4.4(c), effective on the first
business day of each calendar year during which the Plan is in effect, each
Eligible Outside Director who is an Eligible Outside Director on such date shall
be granted a Non-Qualified Stock Option to purchase 4,000 Shares.
Notwithstanding the foregoing, in order to attract qualified individuals to
serve as Eligible Outside Directors, an individual who first becomes an Eligible
Outside Director on or after the Effective Date of the Plan shall be granted,
effective on the date he or she becomes an Eligible Outside Director, a
Non-Qualified Stock Option to purchase the sum of (i) 5,000 Shares, plus (ii) if
such individual becomes an Eligible Outside Director subsequent to the first
business day of a calendar year, the number of Shares determined according to
the following schedule:
<PAGE>
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EFFECTIVE DATE OF BOARD MEMBERSHIP SHARES
- ---------------------------------- ------
Before April 1st 4,000
After March 31st and before July 1st 3,000
After June 30th and before October 1st 2,000
After September 30th 1,000
(b) Subject to Sections 4.2 and 4.4(c), on the first business
day of each calendar year during which the Plan is in effect, each Eligible
Director Emeritus shall be granted a Non-Qualified Stock Option to purchase
2,000 Shares; provided, however, that no individual shall receive a grant under
both Sections 4.4(a) and (b).
(c) Notwithstanding Sections 4.4(a) and (b), in the event
that, as of the first business day of a calendar year, the number of available
Shares determined under Section 4.2 is less than the total number of Shares with
respect to which Non-Qualified Stock Options would be granted under Sections
4.4(a) and (b), each Eligible Director shall be granted a Non-Qualified Stock
Option for the number of Shares determined by multiplying (i) the number of
Shares with respect to which the Eligible Director would have been granted a
Non-Qualified Stock Option on such date by (ii) a fraction, the numerator of
which is the number of Shares that are available under Section 4.2 and the
denominator of which is the total number of Shares that would have to have been
available under Section 4.2 in order to grant all of the Non-Qualified Stock
Options that would otherwise have been granted under Sections 4.4(a) and (b),
absent this Section 4.4(c).
(d) The Exercise Price of an Option granted to an Eligible
Director shall be the Fair Market Value of a Share on the date on which the
Option is granted.
(e) The Option Period during which an Option granted to an
Eligible Director may be exercised shall commence on the date that is the latter
of six months after the date the Option was granted or six months after the Plan
is approved by the Company's stockholders, and shall expire on the earliest of:
(i) the last day of the one-year period commencing on the
date the Eligible Director ceases to be an Eligible
Director other than due to a Termination for Cause;
(ii) the date the Eligible Director ceases to be an
Eligible Director due to a Termination for Cause; and
(iii) the last day of the ten-year period commencing on the
date on which the Option was granted;
provided, however, that in the event of a Change of Control while there is
outstanding any Option for which the Option Period has not commenced, such
Option Period shall automatically commence on the earliest date on which the
Change of Control is deemed to have occurred.
<PAGE>
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(f) All Shares subject to an Option granted to an Eligible
Director pursuant to this Section 4.4 shall be available for purchase at any
time during the Option Period.
Section 4.5 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
Agreement, an Option Holder may, at any time during the Option Period, exercise
his or her right to purchase all or any part of the Shares to which the Option
relates; provided, however, that the minimum number of Shares which may be
purchased shall be 100, or, if less, the total number of Shares relating to the
Option which remain unpurchased. An Option Holder shall exercise an Option to
purchase Shares by:
(i) giving written notice to the Committee or
Administrator in such form and manner as the
Committee may prescribe, of his or her intent to
exercise the Option;
(ii) delivering to the Committee or Administrator full
payment for the Shares as to which the Option is to
be exercised; and
(iii) satisfying such other conditions as may be prescribed
in the Option Agreement.
Payment shall be made (A) in United States dollars by certified check, money
order or bank draft drawn payable to the order of JSBF, (B) in Shares duly
endorsed for transfer and with all necessary stock transfer tax stamps attached,
already owned by the Option Holder and having a fair market value equal to the
Exercise Price, such fair market value to be determined in such manner as may be
provided by the Committee or Administrator or as may be required in order to
comply with or conform to the requirements of any applicable laws or regulations
or (C) a combination of (A) or (B). Notwithstanding the provisions of Section
8.9, the date of exercise shall be the earliest date practicable following the
date on which the notice referred to in this Section 4.5(a) is received by the
Committee or Administrator, but in no event more than three days after such
notice is received.
(b) When the requirements of Section 4.5(a) have been
satisfied, the Committee or Administrator shall take such action as is necessary
to cause the issuance, in the name of the Option Holder, of a stock certificate
evidencing the ownership of such Shares. Except as may be provided under Article
VI with respect to Dividend Equivalent Rights, an Option Holder shall have no
right to vote or to receive dividends, nor have any other rights with respect to
the Shares, prior to the date as of which such Shares are transferred to the
Option Holder on the stock transfer records of JSBF, and no adjustments shall be
made for any dividends or other rights for which the record date is prior to the
date as of which such transfer is effected, except as may be required under
Section 7.3.
<PAGE>
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Section 4.6 LIMITATIONS ON OPTIONS.
(a) No Eligible Individual shall be granted an Option unless
at the time the Option is granted, each member of the Committee is a
Disinterested Board Member.
(b) An Option by its terms shall not be transferable by the
Option Holder other than by will or by the laws of descent and distribution, and
shall be exercisable, during the lifetime of an Option Holder only by such
Option Holder.
(c) The obligation of JSBF to deliver Shares with respect to
an Option shall, if the Committee or Administrator so requests, be conditioned
upon the receipt of a representation as to the investment intention of the
Option Holder to whom such Shares are to be delivered, in such form as the
Committee or Administrator shall determine to be necessary or advisable to
comply with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other event eliminating
the necessity of such representation. JSBF shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to listing on
any stock exchange on which Shares may then be listed, or (ii) the completion of
such registration or other qualification under any state or federal law, rule or
regulation as the Committee or Administrator shall determine to be necessary or
advisable.
Section 4.7 ADDITIONAL LIMITATIONS ON INCENTIVE STOCK OPTIONS.
In addition to the limitations of Section 4.6, an Option
designated by the Committee to be an Incentive Stock Option shall be subject to
the following limitations:
(a) if, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as of the
date of the grant) of Shares subject to an Option intended to be an Incentive
Stock Option which first become available for purchase during such calendar
year, and (ii) equals the Fair Market Value (determined as of the date of grant)
of Shares subject to any other Options intended to be Incentive Stock Options
and previously granted to the same Eligible Individual which first become
exercisable in such calendar year, than that portion of the Shares granted
pursuant to such Options which cause the sum of (i) and (ii) to exceed $100,000
shall be deemed to be Shares granted pursuant to a NonQualified Stock Option or
Non-Qualified Stock Options, with the same terms as the Option or Options
intended to be an Incentive Stock Option;
(b) except as provided in Section 4.7(c), the Exercise Price
established for an Option intended to be an Incentive Stock Option shall not be
less than the reported closing price of a Share as reported by the National
Association of Securities Dealers Automated Quotation System for the date the
Option is granted; and
(c) the Exercise Price established for an Option intended to
be an Incentive Stock Option that is granted to an Eligible Individual who, at
the time the Option is granted, owns Shares comprising more than 10% of the
total combined voting power of all classes of
<PAGE>
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stock of JSBF, shall not be less than 110% of the amount determined under
Section 4.7(b) without regard to this Section 4.7(c).
Section 4.8 GRANTS IN THE EVENT OF A PRELIMINARY PURCHASE
EVENT.
(a) In the event of a Preliminary Purchase Event,
Non-Qualified Stock Options for all of the Shares then available for grant under
this Plan pursuant to Section 4.2 shall be automatically granted among those
current Eligible Individuals and current Eligible Directors who have previously
been granted Options under this Plan, as of the date of such Preliminary
Purchase Event. The number of Shares subject to the Option to be granted to each
such individual under this Section 4.8(a) shall be determined by multiplying the
number of Shares then available for grant pursuant to Section 4.2 by a fraction,
the numerator of which is the number of Shares subject to Options previously
granted to that individual under this Plan, and the denominator of which is the
total number of Shares subject to Options previously granted to all current
Eligible Individuals and current Eligible Directors under this Plan; however,
both the numerator and the denominator will exclude the Options granted under
Section 4.4(a)(i).
(b) The Exercise Price for any Option granted pursuant to
Section 4.8(a) shall be the average of the Exercise Price for each Share subject
to an Option granted under this Plan to the respective Eligible Individual or
Eligible Director prior to the Preliminary Purchase Event, excluding the Options
granted under Section 4.4(a)(i).
(c) The Option Period during which an Option granted pursuant
to Section 4.8(a) may be exercised shall commence on the earliest to occur of
(i) the date which is six months after the date the Option is granted or (ii)
the date of a Change of Control and shall expire on the last day of the ten-year
period commencing on the date on which the Option is granted.
(d) All Shares subject to an Option granted pursuant to
Section 4.8(a) shall be available for purchase by the Option Holder immediately
upon the date the Option Period begins.
ARTICLE V
---------
APPRECIATION RIGHTS
-------------------
Section 5.1 IN GENERAL.
Each Eligible Individual or Eligible Director who has been
granted an Option pursuant to the Plan, shall, at the time the Option is
granted, also be granted an Appreciation Right relating to all of the Shares
subject to such Option, with an Exercise Price equal to the Exercise Price of
the related Option, and such Appreciation Right shall be exercisable only in the
event of a Change of Control. Such Appreciation Right shall be evidenced by
provisions
<PAGE>
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included in the Option Agreement for the Option to which the Appreciation Right
relates. Except as provided otherwise in this Article V, Appreciation Rights
shall be exercisable in accordance with and subject to the terms and conditions
imposed under the Plan and the relevant Option Agreement.
Section 5.2 EXERCISE OF APPRECIATION RIGHTS.
An Option Holder in possession of an Appreciation Right who
desires to exercise such Appreciation Right shall do so by delivering to the
Committee or Administrator advance written notice, in the form and manner
prescribed by the Committee or Administrator, of his or her intent to exercise
the Appreciation Right and the number of Shares with respect to which the
Appreciation Right is to be exercised. On the date of exercise or as soon
thereafter as is practicable, JSBF shall pay to the Option Holder exercising the
Appreciation Right an amount equivalent to the excess of (a) the Fair Market
Value of the applicable Shares on the date of exercise, over (b) the Exercise
Price of such Shares. Payment of an Appreciation Right shall be made in cash.
Notwithstanding the provisions of Section 8.9, the date of exercise shall be the
earliest date practicable following the date on which the notice referred to in
this Section 5.2 is received by the Committee or Administrator, but in no event
more than three days after such notice is received.
Section 5.3 EFFECT OF EXERCISE.
The exercise of an Appreciation Right shall, for all purposes
of the Plan other than determining the amount of Shares available for Options
pursuant to Section 4.2, be treated as an exercise of the related Option and a
subsequent resale of the Shares acquired thereby.
ARTICLE VI
----------
DIVIDEND EQUIVALENT RIGHTS
--------------------------
Section 6.1 IN GENERAL.
Each Eligible Individual and Eligible Director who has been
granted an Option under the Plan shall, at the time the Option is granted, also
be granted a Dividend Equivalent Right relating to each Share subject to such
Option. Upon the exercise of an Option, the Option Holder shall receive a
payment equal to the value of the Dividend Equivalent Rights relating to the
Shares being acquired pursuant to such Option exercise. Dividend Equivalent
Rights granted pursuant to this Article VI shall be evidenced by provisions
included in the Option Agreement for the Option to which the Dividend Equivalent
Rights relate and shall be valued and paid in accordance with and subject to the
terms and conditions imposed under the Plan and the relevant Option Agreement.
<PAGE>
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Section 6.2 VALUE OF DIVIDEND EQUIVALENT RIGHTS.
(a) For purposes of this Section 6.2 only, the following
special definitions shall apply:
(i) CREDIT DATE means each anniversary of the
Effective Date of the Plan.
(ii) DER CREDIT means an amount relating to a
Share subject to an Option granted pursuant
to Section 4.3, 4.4 and 4.8 which amount
shall be credited to a memorandum account
established and maintained by JSBF for the
Option Holder.
(iii) DER YEAR means the most recent calendar year
ending prior to the applicable Credit Date.
(iv) EPS means earnings per share.
(v) JSBF DIV means the percentage of EPS paid as
cash dividends (including "regular",
"special" or "extraordinary" dividends) on
outstanding Shares of JSBF during the
applicable DER Year.
(vi) US DIV means the average percentage of EPS
paid as cash dividends (including "regular,"
"special" or "extraordinary dividends) on
the outstanding common stock of the 25
largest stock form thrift institutions in
the United States during the applicable DER
Year, as determined by JSBF on the basis of
such institutions' market capitalization at
the end of such DER Year.
(vii) WEIGHTED AVERAGE VALUE means the sum of the
DER Credits attributable to Shares subject
to Options granted to an Eligible Individual
or Eligible Director prior to a Preliminary
Purchase Event, divided by the total number
of Shares subject to such Options.
(b) For purposes of determining the value of Dividend
Equivalent Rights relating to Shares subject to Options granted pursuant to
Section 4.3 and 4.4, as of each Credit Date the Option Holder shall receive a
DER Credit for each such Share if JSBF DIV exceeded US DIV for the applicable
DER Year. The value of the DER Credit shall be equal to one percent (1%) of JSBF
EPS for the applicable DER Year for each whole percentage point that JSBF DIV
exceeded US DIV for such DER Year. The value of the Dividend Equivalent Rights
to be paid to the Option Holder upon the exercise of an Option granted pursuant
to Section 4.3 or 4.4 shall be equal to the sum of the DER Credits attributable
to the Shares acquired pursuant to the exercise of the Option.
<PAGE>
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(c) The value of a Dividend Equivalent Right relating to a
Share subject to an Option granted pursuant to Section 4.8 shall be the Weighted
Average Value of all DER Credits attributable to Shares subject to Options
granted to the Option Holder prior to the Preliminary Purchase Event, excluding
Options granted pursuant to Section 4.4(a)(i).
Section 6.3 EXERCISE PRIOR TO CREDIT DATE.
In the event an Option Holder exercises an Option granted
pursuant to Section 4.3, 4.4 or 4.8 during the period beginning with a Credit
Date and ending on the date JSBF actually determines the value of the DER
Credit, if any, to be credited pursuant to Section 6.2(b) with respect to such
Credit Date, JSBF shall pay the Option Holder an amount equal to the value of
the DER Credit as soon as practicable following the determination of such value.
ARTICLE VII
-----------
AMENDMENT AND TERMINATION
-------------------------
Section 7.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or termination to the Committee. Unless sooner
terminated, the Plan shall terminate automatically on the day preceding the
tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options, Appreciation Rights and Dividend
Equivalent Rights theretofore granted under the Plan that are effective on the
date of such suspension or termination of the Plan shall remain effective under
the terms of the Option Agreements granting such Options and corresponding
Appreciation Rights and Dividend Equivalent Rights.
Section 7.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part;
except that the provisions affecting director awards may not be amended more
than once every six months, other than pursuant to changes in the Code, or
ERISA, or the rules thereunder. In addition, if the amendment or revision:
(a) materially increases the benefits accruing under the Plan;
(b) materially increases the number of Shares which may be
issued under the Plan; or
(c) materially modifies the requirements as to eligibility for
Options, Appreciation Rights or Dividend Equivalent Rights under the Plan;
<PAGE>
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such amendment or revision shall be subject to approval by the stockholders of
JSBF.
Section 7.3 ADJUSTMENTS FOR BUSINESS REORGANIZATION, STOCK
SPLIT OR STOCK DIVIDEND.
(a) In the event of any merger, consolidation, or other
business reorganization in which JSBF is the surviving entity, and in the event
of any stock split, stock dividend or other event generally affecting the number
of Shares held by each Person who is then a holder of Shares on the record date
for such event, the number of Shares covered by each outstanding Option and the
number of Shares available under Section 4.2 shall be adjusted to account for
such event. The adjustment to be made pursuant to this Section 7.3 for
outstanding Options shall be effected by multiplying the number of Shares then
covered by each such outstanding Option by an amount ("Adjustment Amount") equal
to the number of Shares that would be owned after such event by a Person who,
immediately prior to such event, was the holder of record of one Share, and the
Exercise Price for such outstanding Option shall be adjusted by dividing the
Exercise Price by the Adjustment Amount; provided, however, that the Committee
may, in its discretion, establish another appropriate method of adjusting
outstanding Options. The adjustment to be made to the number of Shares available
under Section 4.2 shall be effected by multiplying the number of such Shares by
the Adjustment Amount.
(b) In the event of any merger, consolidation, or other
business reorganization in which JSBF is not the surviving entity:
(i) any Options granted under the Plan which remain
outstanding may be cancelled by the Committee as of
the effective date of such merger, consolidation,
business reorganization, liquidation or sale by the
Board upon 30 days' written notice to each Option
Holder in advance of the effective date of such event
and the Option Holder shall receive in consideration
of such cancellation an amount in cash equal to the
excess of (A) the value, as determined by the
Committee in its absolute discretion, of the property
(including cash) received by the holder of a Share as
a result of such event over (B) the Exercise Price of
such Option; and
(ii) any Option which is not cancelled pursuant to Section
7.3(b)(i) shall be exchanged or adjusted in such
manner as the Committee shall deem appropriate, in
its absolute discretion, to account for such merger,
consolidation or other business reorganization and,
if appropriate, the Committee may provide, in its
absolute discretion, that a cash payment will be made
to the Option Holder in connection with such exchange
or adjustment of the Option.
<PAGE>
-18-
ARTICLE VIII
------------
MISCELLANEOUS
-------------
Section 8.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under Section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
Section 8.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Individual any right to a
continuation of employment by the Corporation. The Corporation reserves the
right to dismiss any Eligible Individual or otherwise deal with any Eligible
Individual to the same extent as though the Plan had not been adopted.
Section 8.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or Section number shall
refer to an Article or Section of this Plan unless otherwise indicated.
Section 8.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of Delaware without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law.
Section 8.5 HEADINGS.
The headings of Articles and Sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
<PAGE>
-19-
Section 8.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts.
Section 8.7 TAXES.
The Corporation shall have the right to deduct from all
amounts paid by the Corporation in cash with respect to an Option, Appreciation
Right or Dividend Equivalent Right under the Plan any taxes required by law to
be withheld with respect to such Option, Appreciation Right or Dividend
Equivalent Right. Where any Person is entitled to receive Shares pursuant to the
exercise of an Option, Appreciation Right or Dividend Equivalent Right, the
Corporation shall have the right to require such Person to pay the Corporation
the amount of any tax which the Corporation is required to withhold with respect
to such Shares, or, in lieu thereof, to retain, or to sell without notice, a
sufficient number of Shares to cover the amount required to be withheld. The
Corporation may consider, but is not required to grant, a request by the Person
entitled to receive Shares subject to withholding as to the manner in which such
withholding shall be made.
Section 8.8 APPROVAL OF STOCKHOLDERS.
All Options, Appreciation Rights and Dividend Equivalent
Rights granted pursuant to Articles IV, V and VI, respectively, of the Plan
shall be conditioned on the approval of the Plan by the stockholders of JSBF on
or prior to the date of the first annual meeting of such stockholders
immediately following the adoption of the Plan by JSBF. No Option, Appreciation
Right or Dividend Equivalent Right granted under the Plan shall be effective,
nor shall any such Option or Appreciation Right be exercised or any Shares
issued or purchased pursuant to the Plan, prior to such approval.
Section 8.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
<PAGE>
-20-
(a) If to the Committee:
JSB Financial, Inc.
303 Merrick Road
Lynbrook, New York 11563-2574
Attention: ADMINISTRATOR OF THE JSB FINANCIAL, INC.
1996 STOCK OPTION PLAN
----------------------------------------
(b) If to an Option Holder, to the Option Holder's address as
shown in the Corporation's personnel records.
EXHIBIT 4.2
-----------
Forms of Option Agreements
for Employees and Directors under the Plan
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
------------------------------------------
This NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of the 1st day of January, 1997 by and between JSB
Financial, Inc., a corporation organized and existing under the laws of the
State of Delaware and having an office at 303 Merrick Road, Lynbrook, New York
11563-2574 ("JSBF") and _____________________ ____________________________, an
individual residing at ______________________________
____________________________________ ("Option Holder").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, by action of its Board of Directors ("Board"), JSBF
has adopted the JSB Financial, Inc. 1996 Stock Option Plan ("Plan"), pursuant to
which Non-Qualified Stock Options with respect to shares of common stock of JSBF
("Shares") may be granted to Eligible Directors of JSBF and its affiliates
("Corporation"); and
WHEREAS, pursuant to Article IV of the Plan, each person who
is an Eligible Director shall be granted a Non-Qualified Stock Option to
purchase Shares in accordance with the terms of the Plan; and
WHEREAS, the Option Holder is an Eligible Director and
therefore is eligible to be granted a Non-Qualified Stock Option and the Option
Holder desires to accept such grant on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, JSBF and the Option Holder hereby agree as
follows:
Section 1. GRANT OF NON-QUALIFIED STOCK OPTION. JSBF hereby
grants, and the Option Holder hereby accepts JSBF's grant of, a Non-Qualified
Stock Option ("Option") to purchase ____________ Shares ("Optioned Shares"), on
the terms and conditions hereinafter set forth.
Section 2. OPTION PERIOD. The Option Holder shall have the
right to purchase all or any portion of the Optioned Shares at any time during
the period ("Option Period") commencing on the date that is six months after the
effective date of the grant, and ending on the earliest to occur of the
following dates:
(a) the last day of the ten-year period commencing on January
1, 1997;
(b) the last day of the one-year period commencing on the date
the Option Holder ceases to be an Eligible Director other than due to a
Termination for Cause; and
(c) the date the Option Holder ceases to be an Eligible
Director due to a Termination for Cause;
<PAGE>
provided, however, that in the event of a Change of Control, if the Option
Period specified above has not commenced, such Option Period shall automatically
commence on the earliest date on which the Change of Control is deemed to have
occurred.
Section 3. EXERCISE PRICE. During the Option Period, the
Option Holder shall have the right to purchase all or any portion of the
Optioned Shares at a price per Share of $_________ ("Exercise Price").
Section 4. METHOD OF EXERCISE. The Option Holder may, at any
time during the Option Period, exercise his right to purchase all or any part of
the Optioned Shares then available for purchase; provided, however, that the
minimum number of Optioned Shares which may be purchased shall be one hundred
(100) or, if less, the total number of Optioned Shares then available for
purchase. The Option Holder shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix A; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this Section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of JSBF, (ii) in Shares duly endorsed for transfer and with all necessary stock
transfer tax stamps attached, already owned by the Option Holder and having a
fair market value equal to the Exercise Price, such fair market value to be
determined in such manner as may be provided by the Committee or the
Administrator or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a combination of
(i) and (ii).
Section 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Option Holder has
satisfied the requirements of Section 4, the Committee shall take such action as
is necessary to cause JSBF to issue a stock certificate evidencing the Option
Holder's ownership of the Optioned Shares that have been purchased. The Option
Holder shall have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of which such
Optioned Shares are transferred to the Option Holder on the stock transfer
records of JSBF, and no adjustments shall be made for any dividends or other
rights for which the record date is prior to the date as of which such transfer
is effected, except as may be required under Sections 7 and 8. The obligation of
JSBF to deliver Shares under this Agreement shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Option Holder to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of applicable federal, state or local law. It may be
provided that any such representation shall become inoperative upon a
registration of the Shares or upon the occurrence of any other event eliminating
the necessity of such representation. JSBF shall not be required to deliver any
Shares under this Agreement prior to (a) the admission of such Shares to listing
on any stock exchange on which Shares may then be
-2-
<PAGE>
listed, or (b) the completion of such registration or other qualification under
any state or federal law, rule or regulations as the Committee shall determine
to be necessary or advisable.
Section 6. GRANT OF APPRECIATION RIGHT.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted hereunder, with an
Exercise Price per Share equal to the Exercise Price per Share of such Option.
Such Appreciation Right shall be exercisable only in the event of a Change of
Control and in accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may exercise such Appreciation Right by
delivering to the Committee or Administrator advance written notice, in such
form and manner as may be prescribed by the Committee or Administrator for
indicating his or her intent to exercise the Appreciation Right and the number
of Shares with respect to which the Appreciation Right is to be exercised. The
date of exercise shall be the earliest date practicable following the date on
which the notice referred to in this Section 6(b) is received by the Committee
or Administrator, but in no event more than three days after such notice is
received. On the date of exercise or as soon thereafter as is practicable, JSBF
shall pay to the Option Holder exercising the Appreciation Right an amount
equivalent to the excess of (i) the Fair Market Value of the applicable Shares
on the date of exercise, over (ii) the Exercise Price of such Shares, as
adjusted pursuant to Section 7 of this Agreement and Article VI of the Plan.
Payment of an Appreciation Right shall be made in cash.
(c) The exercise of such Appreciation Right shall
automatically result in a reduction of the number of Optioned Shares available
for purchase hereunder by the number of Shares as to which such Appreciation
Right is exercised.
Section 7. GRANT OF DIVIDEND EQUIVALENT RIGHT. Pursuant to
Article VI of the Plan, the Option Holder is hereby granted a Dividend
Equivalent Right relating to all of the Shares subject to the Option granted
hereunder. Pursuant to such Dividend Equivalent Right, the Option Holder shall
receive a payment equal to the value of the Dividend Equivalent Rights relating
to the Shares being acquired pursuant to such Option exercise. To determine the
payment the following special definitions shall apply:
(a) CREDIT DATE means each anniversary of the Effective
Date of the Plan.
(b) DER CREDIT means an amount relating to a Share
subject to an Option granted pursuant to Section 4.3,
4.4 and 4.8, which amount shall be credited to a
memorandum account established and maintained by JSBF
for the Option Holder.
(c) DER YEAR means the most recent calendar year ending
prior to the applicable Credit Date.
(d) EPS means earnings per share.
(e) JSBF DIV means the percentage of EPS paid as cash
dividends (including "regular," "special" or
"extraordinary" dividends) on outstanding Shares of
JSBF during the applicable DER Year.
(f) US DIV means the average percentage of EPS paid as
cash dividends (including "regular," "special" or
"extraordinary" dividends) on the
-3-
<PAGE>
outstanding common stock of the 25 largest stock form
thrift institutions in the United States during the
applicable DER Year, as determined by JSBF on the
basis of such institutions' market capitalization at
the end of such DER Year.
(g) WEIGHTED AVERAGE VALUE means the sum of the DER
Credits attributable to Shares subject to Options
granted to an Eligible Individual or Eligible
Director prior to a Preliminary Purchase Event,
divided by the total number of Shares subject to such
Options.
For purposes of determining the value of Dividend Equivalent Rights relating to
Shares subject to Options granted pursuant to Section 4.3 and 4.4, as of each
Credit Date the Option Holder shall receive a DER Credit for each such Share if
JSBF DIV exceeded US DIV for the applicable DER Year. The value of the DER
Credit shall be equal to one percent (1%) of JSBF EPS for the applicable DER
Year for each whole percentage point that JSBF DIV exceeded US DIV for such DER
Year. The value of the Dividend Equivalent Rights to be paid to the Option
Holder upon the exercise of an Option granted pursuant to Section 4.4 shall be
equal to the sum of the DER Credits attributable to the Shares acquired pursuant
to the exercise of the Option.
The value of a Dividend Equivalent Right relating to a Share subject to an
Option granted pursuant to Section 4.8 shall be the Weighted Average Value of
all DER Credits attributable to Shares subject to Options granted to the Option
Holder prior to the Preliminary Purchase Event, excluding Options granted
pursuant to Section 4.4(a)(i).
In the event the Option Holder exercises an Option granted pursuant to Section
4.3, 4.4 or 4.8 during the period beginning with a Credit Date and ending on the
date JSBF actually determines the value of the DER Credit, if any, to be
credited pursuant to Section 6.2(b) with respect to such Credit Date, JSBF shall
pay the Option Holder an amount equal to the value of the DER Credit as soon as
practicable following the determination of such value.
Section 8. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
JSBF is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of Shares held by each
Person who is then a shareholder of record, the number of Optioned Shares
subject to the Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 7.3(a) of the Plan to
account for such event. In the event of any merger, consolidation, or other
business reorganization in which JSBF is not the surviving entity, the Option
granted hereunder shall be cancelled or adjusted in accordance with Section
7.3(b) of the Plan.
Section 9. NO RIGHT TO CONTINUED BOARD MEMBERSHIP. Nothing in
this Agreement, nor any action of the Board or Committee with respect to this
Agreement, shall be held or construed to confer upon the Option Holder any right
to a continuation of membership on the Board of the Corporation. The Option
Holder may be dismissed or otherwise dealt with as though this Agreement had not
been entered into.
Section 10. TAXES. Where any person is entitled to receive
Shares pursuant to the exercise of the Non-Qualified Stock Option granted
hereunder, the Corporation shall have the right to require such person to pay to
the Corporation the amount of any tax which the
-4-
<PAGE>
Corporation is required to withhold with respect to such Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Shares to
cover the amount required to be withheld. Where any person is entitled to
receive a cash payment pursuant to the exercise of a Stock Appreciation Right,
the Corporation shall have the right to require such person to pay to the
Corporation the amount of any tax which the Corporation is required to withhold
with respect to such cash payment.
Section 11. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
JSB Financial, Inc.
303 Merrick Road
Lynbrook, New York 11563-2574
Attention: Administrator of the JSB Financial, Inc.
1996 Stock Option Plan
----------------------------------------
(b) If to the Option Holder, to the Option Holder's address as
shown in the Corporation's personnel records.
Section 12. NO ASSIGNMENT. The Non-Qualified Stock Option
granted hereunder shall not be subject in any manner to anticipation, alienation
or assignment, nor shall such Non-Qualified Stock Option be liable for or
subject to debts, contracts, liabilities, engagements or torts, nor shall it be
transferable by the Option Holder other than by will or by the laws of descent
and distribution. During the lifetime of the Option Holder, the Non-Qualified
Stock Option granted hereunder shall be exercisable only by him.
Section 13. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon JSBF and the Option Holder and their
respective heirs, successors and assigns.
Section 14. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a Section shall be a reference to a Section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 15. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
-5-
<PAGE>
Section 16. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between JSBF and the
Option Holder.
Section 17. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Option Holder acknowledges receipt of a copy of the Plan.
Section 18. ACCEPTANCE BY OPTION HOLDER. By executing this
Agreement and returning a fully executed copy hereof to the Committee at the
address specified in Section 11, the Option Holder signifies his acceptance of
the terms and conditions of this Non-Qualified Stock Option. If a fully executed
copy of this Agreement is not received by the Committee within forty-five (45)
days after the date first above written, the Committee may revoke the
NonQualified Stock Option granted, and thereby avoid all obligations, hereunder.
-6-
<PAGE>
IN WITNESS WHEREOF, the Option Holder has executed, and JSBF
has caused its duly authorized representative to execute, this Agreement as of
the date first above written.
JSB FINANCIAL, INC.
By:_______________________________
Title:____________________________
Date:_____________________________
ATTEST:
__________________________
Secretary
[SEAL]
OPTION HOLDER
_________________________________
Date:____________________________
-7-
<PAGE>
EXHIBIT "A" TO NON-QUALIFIED STOCK OPTION AGREEMENT (DIRECTORS)
---------------------------------------------------------------
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
------------------------------------------
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
------------------------------------------------
1. INSTRUCTIONS. Use this Notice to inform the Committee or Administrator
administering the JSB Financial, Inc. 1996 Stock Option ------------ Plan
("Plan") that you are exercising your right to purchase shares of common
stock ("Shares") of JSB Financial Inc. ("JSBF") pursuant to a non-qualified
stock option ("Option") granted under the Plan. If you are not the person
to whom the Option was granted ("Option Holder"), you must attach to this
Notice proof of your right to exercise the Option granted under the
Non-Quali- fied Stock Option Agreement entered into between the Company and
the Option Holder ("Agreement"). This Notice should be personally delivered
or mailed by certified mail, return receipt requested to: JSB Financial
Inc., 303 Merrick Road, Lynbrook, New York 11563-2574 Attention:
Administrator of the JSB Financial, Inc. 1996 Stock Option Plan. The
effective date of the exercise of the Option shall be the date this Notice
is personally delivered or post marked by the United States Post Office if
mailed. Except as specifically provided to the contrary herein, capitalized
terms shall have the meanings assigned to them under the Plan. This Notice
is subject to all of the terms and conditions of the Plan and the
Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between the
Company and [ENTER THE NAME OF THE OPTION HOLDER], I hereby exercise my
right to purchase __________ Shares at an Exercise Price per Share of
$_________, for a Total Exercise Price of $_____________ [ENTER THE PRODUCT
OF THE NUMBER OF SHARES MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As a
payment for such Shares, I [CHECK AND COMPLETE ONE OF THE FOLLOWING:]
(a) |_| enclose a certified check, money order, or bank draft payable
to the order of JSB Financial, Inc. in the amount of: $ $_______
(b) |_| have made arrangements for a margin loan. My broker will be
forwarding a check in the amount of: $ $_______
(c) |_| have authorized my broker to sell, pursuant to a "cashless
exercise." My broker will be contacting you for confirmation
and will forward a check in the amount of: $ $_______
TOTAL EXERCISE PRICE ________
3. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not JSBF or Jamaica
Savings Bank FSB) regarding the application of all laws -- particularly tax
and securities laws -- to the transactions to be effected pursuant to my
Option and this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other disposition
of Shares issued pursuant to this Notice and that I must consult with my
own tax advisor regarding how and when such income will be reportable.
____________________________________________ __________________
Signature Date
________________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
Administrator (on behalf of the Committee)
Received [CHECK ONE]: |_| By Hand |_| By Mail Post Marked_________________
Date of Post Mark
By________________________________ _________________
Authorized Signature Date of Receipt
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT (OFFICERS)
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
------------------------------------------
This NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of the 1st day of January, 1997 by and between JSB
Financial, Inc., a corporation organized and existing under the laws of the
State of Delaware and having an office at 303 Merrick Road, Lynbrook, New York
11563-2574 ("JSBF") and _____________________ ____________________________, an
individual residing at _______________________________
_________________________________________ ("Option Holder").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, by action of its Board of Directors ("Board"), JSBF
has adopted the JSB Financial, Inc. 1996 Stock Option Plan ("Plan"), pursuant to
which Non-Qualified Stock Options with respect to shares of common stock of JSBF
("Shares") may be granted to eligible officers of JSBF and its affiliates
("Corporation"); and
WHEREAS, pursuant to Article III of the Plan, the Employee
Benefits Committee of Jamaica Savings Bank FSB ("Committee") has been appointed
to select the individuals to whom Non-Qualified Stock Options shall be granted;
and
WHEREAS, the Committee has determined that the Option Holder
is eligible to be granted a Non-Qualified Stock Option and desires to grant a
Non-Qualified Stock Option to the Option Holder, and the Option Holder desires
to accept such grant, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, JSBF and the Option Holder hereby agree as
follows:
SECTION 1. GRANT OF NON-QUALIFIED STOCK OPTION. JSBF hereby
grants, and the Option Holder hereby accepts JSBF's grant of, a Non-Qualified
Stock Option ("Option") to purchase ______________ Shares ("Optioned Shares"),
on the terms and conditions hereinafter set forth.
SECTION 2. OPTION PERIOD. The Option Holder shall have the
right to purchase all or any portion of the Optioned Shares at any time during
the period ("Option Period") commencing on the date that is six months after the
effective date of the grant, and ending on the earliest to occur of the
following dates:
(a) the last day of the ten-year period commencing on January
1, 1997;
(b) the last day of the three-month period commencing on the
date of the Option Holder's termination of employment with the
Corporation, other than on account of death, Disability, Retirement or
a Termination for Cause;
<PAGE>
(c) the last day of the one-year period commencing on the date
of the Option Holder's termination of employment with the Corporation
due to death, Disability or Retirement; and
(d) the date the Option Holder ceases to be an employee of the
Corporation due to a Termination for Cause;
provided, however, that in the event of a Change of Control, if the Option
Period specified above has not commenced, such Option Period shall automatically
commence on the earliest date on which the Change of Control is deemed to have
occurred.
SECTION 3. EXERCISE PRICE. During the Option Period, the
Option Holder shall have the right to purchase all or any portion of the
Optioned Shares at a price per Share of $_____________ ("Exercise Price").
SECTION 4. METHOD OF EXERCISE. The Option Holder may, at any
time during the Option Period, exercise his right to purchase all or any part of
the Optioned Shares then available for purchase; provided, however, that the
minimum number of Optioned Shares which may be purchased shall be one hundred
(100) or, if less, the total number of Optioned Shares then available for
purchase. The Option Holder shall exercise such right by:
(a) giving written notice to the Committee or Administrator,
in the form attached hereto as Appendix A; and
(b) delivering to the Committee or Administrator full payment
of the Exercise Price for the Optioned Shares to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this Section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of JSBF, (ii) in Shares duly endorsed for transfer and with all necessary stock
transfer tax stamps attached, already owned by the Option Holder and having a
fair market value equal to the Exercise Price, such fair market value to be
determined in such manner as may be provided by the Committee or the
Administrator or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a combination of
(i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which the Option Holder has
satisfied the requirements of Section 4, the Committee shall take such action as
is necessary to cause JSBF to issue a stock certificate evidencing the Option
Holder's ownership of the Optioned Shares that have been purchased. The Option
Holder shall have no right to vote or to receive dividends, nor have any other
rights with respect to Optioned Shares, prior to the date as of which such
Optioned Shares are transferred to the Option Holder on the stock transfer
records of JSBF, and no adjustments shall be made for any dividends or other
rights for which the record date is prior to the date as of which such transfer
is effected, except as may be required under Sections 7 and 8. The obligation of
JSBF to deliver Shares under this Agreement shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Option
-2-
<PAGE>
Holder to whom such Shares are to be delivered, in such form as the Committee
shall determine to be necessary or advisable to comply with the provisions of
applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Shares or
upon the occurrence of any other event eliminating the necessity of such
representation. JSBF shall not be required to deliver any Shares under this
Agreement prior to (a) the admission of such Shares to listing on any stock
exchange on which Shares may then be listed, or (b) the completion of such
registration or other qualification under any state or federal law, rule or
regulations as the Committee shall determine to be necessary or advisable.
SECTION 6. GRANT OF APPRECIATION RIGHT.
(a) The Option Holder is hereby granted an Appreciation Right
relating to all of the Shares subject to the Option granted hereunder, with an
Exercise Price per Share equal to the Exercise Price per Share of such Option.
Such Appreciation Right shall be exercisable only in the event of a Change of
Control and in accordance with and subject to the terms and conditions imposed
under the Plan and this Agreement.
(b) The Option Holder may exercise such Appreciation Right by
delivering to the Committee or Administrator advance written notice, in such
form and manner as may be prescribed by the Committee or Administrator for
indicating his or her intent to exercise the Appreciation Right and the number
of Shares with respect to which the Appreciation Right is to be exercised. The
date of exercise shall be the earliest date practicable following the date on
which the notice referred to in this Section 6(b) is received by the Committee
or Administrator, but in no event more than three days after such notice is
received. On the date of exercise or as soon thereafter as is practicable, JSBF
shall pay to the Option Holder exercising the Appreciation Right an amount
equivalent to the excess of (i) the Fair Market Value of the applicable Shares
on the date of exercise, over (ii) the Exercise Price of such Shares, as
adjusted pursuant to Section 7 of this Agreement and Article VI of the Plan.
Payment of an Appreciation Right shall be made in cash.
(c) The exercise of such Appreciation Right shall
automatically result in a reduction of the number of Optioned Shares available
for purchase hereunder by the number of Shares as to which such Appreciation
Right is exercised.
SECTION 7. GRANT OF DIVIDEND EQUIVALENT RIGHT. Pursuant to
Article VI of the Plan, the Option Holder is hereby granted a Dividend
Equivalent Right relating to all of the Shares subject to the Option granted
hereunder. Pursuant to such Dividend Equivalent Right, the Option Holder shall
receive a payment equal to the value of the Dividend Equivalent Rights relating
to the Shares being acquired pursuant to such Option exercise. To determine the
payment the following special definitions shall apply:
(a) CREDIT DATE means each anniversary of the Effective
Date of the Plan.
(b) DER CREDIT means an amount relating to a Share
subject to an Option granted pursuant to Section 4.3,
4.4 and 4.8, which amount shall be credited to a
memorandum account established and maintained by JSBF
for the Option Holder.
(c) DER YEAR means the most recent calendar year ending
prior to the applicable Credit Date.
-3-
<PAGE>
(d) EPS means earnings per share.
(e) JSBF DIV means the percentage of EPS paid as cash
dividends (including "regular," "special" or
"extraordinary" dividends) on outstanding Shares of
JSBF during the applicable DER Year.
(f) US DIV means the average percentage of EPS paid as
cash dividends (including "regular," "special" or
"extraordinary" dividends) on the outstanding common
stock of the 25 largest stock form thrift
institutions in the United States during the
applicable DER Year, as determined by JSBF on the
basis of such institutions' market capitalization at
the end of such DER Year.
(g) WEIGHTED AVERAGE VALUE means the sum of the DER
Credits attributable to Shares subject to Options
granted to an Eligible Individual or Eligible
Director prior to a Preliminary Purchase Event,
divided by the total number of Shares subject to such
Options.
For purposes of determining the value of Dividend Equivalent Rights relating to
Shares subject to Options granted pursuant to Section 4.3 and 4.4, as of each
Credit Date the Option Holder shall receive a DER Credit for each such Share if
JSBF DIV exceeded US DIV for the applicable DER Year. The value of the DER
Credit shall be equal to one percent (1%) of JSBF EPS for the applicable DER
Year for each whole percentage point that JSBF DIV exceeded US DIV for such DER
Year. The value of the Dividend Equivalent Rights to be paid to the Option
Holder upon the exercise of an Option granted pursuant to Section 4.4 shall be
equal to the sum of the DER Credits attributable to the Shares acquired pursuant
to the exercise of the Option.
The value of a Dividend Equivalent Right relating to a Share subject to an
Option granted pursuant to Section 4.8 shall be the Weighted Average Value of
all DER Credits attributable to Shares subject to Options granted to the Option
Holder prior to the Preliminary Purchase Event, excluding Options granted
pursuant to Section 4.4(a)(i).
In the event the Option Holder exercises an Option granted pursuant to Section
4.3, 4.4 or 4.8 during the period beginning with a Credit Date and ending on the
date JSBF actually determines the value of the DER Credit, if any, to be
credited pursuant to Section 6.2(b) with respect to such Credit Date, JSBF shall
pay the Option Holder an amount equal to the value of the DER Credit as soon as
practicable following the determination of such value.
SECTION 8. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
JSBF is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of Shares held by each
Person who is then a shareholder of record, the number of Optioned Shares
subject to the Option granted hereunder and the Exercise Price per Share of such
Option shall be adjusted in accordance with Section 7.3(a) of the Plan to
account for such event. In the event of any merger, consolidation, or other
business reorganization in which JSBF is not the surviving entity, the Option
granted hereunder shall be cancelled or adjusted in accordance with Section
7.3(b) of the Plan.
SECTION 9. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon the Option Holder any right
to a continuation of employment by the
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<PAGE>
Corporation. The Option Holder may be dismissed or otherwise dealt with as
though this Agreement had not been entered into.
SECTION 10. TAXES. Where any person is entitled to receive
Shares pursuant to the exercise of the Non-Qualified Stock Option granted
hereunder, the Corporation shall have the right to require such person to pay to
the Corporation the amount of any tax which the Corporation is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell
without notice, a sufficient number of Shares to cover the amount required to be
withheld. Where any person is entitled to receive cash pursuant to the exercise
of a Stock Appreciation Right, the Corporation shall have the right to retain
the amount of any tax which the Corporation is required to withhold with respect
to such cash payment.
SECTION 11. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is delivered personally or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
JSB Financial, Inc.
303 Merrick Road
Lynbrook, New York 11563-2574
Attention: Administrator of the JSB Financial, Inc.
1996 Stock Otpion Plan
----------------------------------------
(b) If to the Option Holder, to the Option Holder's
address as shown in the Corporation's personnel records.
SECTION 12. NO ASSIGNMENT. The Non-Qualified Stock Option
granted hereunder shall not be subject in any manner to anticipation, alienation
or assignment, nor shall such Non-Qualified Stock Option be liable for or
subject to debts, contracts, liabilities, engagements or torts, nor shall it be
transferable by the Option Holder other than by will or by the laws of descent
and distribution. During the lifetime of the Option Holder, the Non-Qualified
Stock Option granted hereunder shall be exercisable only by him.
SECTION 13. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon JSBF and the Option Holder and their
respective heirs, successors and assigns.
SECTION 14. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a Section shall be a reference to a Section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
-5-
<PAGE>
SECTION 15. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of New York without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 16. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between JSBF and the
Option Holder.
SECTION 17. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
the Option Holder acknowledges receipt of a copy of the Plan.
SECTION 18. ACCEPTANCE BY OPTION HOLDER. By executing this
Agreement and returning a fully executed copy hereof to the Committee at the
address specified in Section 11, the Option Holder signifies his acceptance of
the terms and conditions of this Non-Qualified Stock Option. If a fully executed
copy of this Agreement is not received by the Committee within forty-five (45)
days after the date first above written, the Committee may revoke the
NonQualified Stock Option granted, and thereby avoid all obligations, hereunder.
IN WITNESS WHEREOF, the Option Holder has executed, and JSBF
has caused its duly authorized representative to execute, this Agreement as of
the date first above written.
JSB FINANCIAL, INC.
By:______________________________
Title:___________________________
Date:____________________________
ATTEST:
___________________________
Secretary
[SEAL]
[OPTION HOLDER]
________________________________
Date:___________________________
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<PAGE>
APPENDIX "A" TO NON-QUALIFIED STOCK OPTION AGREEMENT (OFFICERS)
---------------------------------------------------------------
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
------------------------------------------
NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION
------------------------------------------------
1. INSTRUCTIONS. Use this Notice to inform the Committee or the Administrator
administering the JSB Financial, Inc. 1996 Stock Option Plan ("Plan") that
you are exercising your right to purchase shares of common stock ("Shares")
of JSB Financial, Inc. ("JSBF") pursuant to a non-qualified stock option
("Option") granted under the Plan. If you are not the person to whom the
Option was granted ("Option Recipient"), you must attach to this Notice
proof of your right to exercise the Option granted under the Non-Qualified
Stock Option Agreement entered into between JSBF and the Option Recipient
("Agreement"). This Notice should be personally delivered or mailed by
certified mail, return receipt requested to: JSB Financial Inc., 303
Merrick Road, Lynbrook, New York 11563-2574 Attention: Administrator of the
JSB Financial, Inc. 1996 Stock Option Plan. The effective date of the
exercise of the Option shall be the earliest date practicable following the
date this Notice is received by the Plan Administrator, but in no event
more than three days after such date ("Effective Date"). Except as
specifically provided to the contrary herein, capitalized terms shall have
the meanings assigned to them under the Plan. This Notice is subject to all
of the terms and conditions of the Plan and the Agreement.
2. PURCHASE OF SHARES. Pursuant to the Agreement made and entered into as of
_____________________, 19 ___ [ENTER DATE OF AGREEMENT] by and between JSBF
and [ENTER THE NAME OF THE OPTION RECIPIENT], I hereby exercise my right to
purchase __________ Shares at an Exercise Price per Share of $_________,
for a Total Exercise Price of $_____________ [ENTER THE PRODUCT OF THE
NUMBER OF SHARES MULTIPLIED BY THE EXERCISE PRICE PER SHARE]. As a payment
for such Shares, I [CHECK AND COMPLETE ONE OF THE FOLLOWING]:
(a) |_| enclose a certified check, money order, or bank draft payable
to the order of JSB Financial, Inc. in the amount of: $ $_______
(b) |_| have made arrangements for a margin loan. My broker will be
forwarding a check in the amount of: $ $_______
(c) |_| have authorized my broker to sell, pursuant to a "cashless
exercise." My broker will be contacting you for confirmation
and will forward a check in the amount of: $ $_______
TOTAL EXERCISE PRICE $_______
3. WITHHOLDING ELECTIONS. [FOR OPTION RECIPIENTS ONLY. BENEFICIARIES SHOULD
NOT COMPLETE.] I understand that I am responsible for the amount of
federal, state and local taxes required to be withheld with respect to the
Shares to be issued to me pursuant to this Notice, but that I may request
JSBF to retain or sell a sufficient number of such Shares to cover the
amount to be withheld. I hereby request that any taxes required to be
withheld be paid in the following manner [CHECK ONE]:
(A) |_| With a certified or bank check that I will deliver to the
Administrator on the day after the Effective Date of my Option
exercise.
(B) |_| With the proceeds from a sale of Shares that would otherwise be
distributed to me.
I understand that the withholding elections I have made on this form are
not binding on the Committee, and that the Committee will decide the amount
to be withheld and the method of withholding and advise me of its decision
prior to the Effective Date. I further understand that the Committee or
Administrator may request additional information or assurances regarding
the manner and time at which I will report the income attributable to the
distribution to be made to me.
I further understand that if I have elected to have Shares sold to satisfy
tax withholding, I may be asked to pay a minimal amount of such taxes in
cash in order to avoid the sale of more Shares than are necessary.
<PAGE>
4. COMPLIANCE WITH TAX AND SECURITIES LAWS. I understand that I must rely on,
and consult with, my own tax and legal counsel (and not JSBF or Jamaica
Savings Bank FSB) regarding the application of all laws -- particularly tax
and securities laws -- to the transactions to be effected pursuant to my
Option and this Notice. I understand that I will be responsible for paying
any federal, state and local taxes that may become due upon the sale
(including a sale pursuant to a "cashless exercise") or other disposition
of Shares issued pursuant to this Notice and that I must consult with my
own tax advisor regarding how and when such income will be reportable.
____________________________________________ __________________
Signature Date
________________________________________________________________________________
Address
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
ADMINISTRATOR (ON BEHALF OF THE COMMITTEE)
Received [CHECK ONE]: |_| By Hand |_| By Mail Post Marked_________________
Date of Post Mark
By________________________________ _________________
Authorized Signature Date of Receipt
EXHIBIT 5./EXHIBIT 23.1
-----------------------
Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered
Consent of Thacher Proffitt & Wood
<PAGE>
[Thacher Proffitt & Wood Letterhead]
Writer's Direct Dial
212-912-7429
January 31, 1997
JSB Financial, Inc.
303 Merrick Road
Lynbrook, New York 11564
Re: JSB Financial, Inc. 1996 Stock Option Plan
------------------------------------------
Dear Sirs:
We have acted as counsel for JSB Financial, Inc., a Delaware
corporation ("Corporation"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 800,000 shares of its common stock,
par value $.01 per share ("Shares"), which may be issued pursuant to the JSB
Financial, Inc. 1996 Stock Option Plan ("Plan"). In rendering the opinion set
forth below, we do not express any opinion concerning law other than the federal
law of the United States and the corporate law of the States of New York and
Delaware.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares
which are being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
law).
<PAGE>
JSB Financial, Inc.
January 31, 1997 Page 2.
This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
By /s/ Lisa M. Miller
----------------------
Lisa M. Miller
EXHIBIT 23.2
------------
Consent of KPMG Peat Marwick LLP
<PAGE>
The Board of Directors
JSB Financial, Inc.
We consent to incorporation by reference in the Registration Statement
(No. 333-xxxx) on Form S-8 of JSB Financial, Inc. of our report dated January
31, 1996, relating to the consolidated statements of financial condition of JSB
Financial, Inc. and subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995, which report is
incorporated by reference in the December 31, 1995 Annual Report on Form 10- K
of JSB Financial, Inc. Our report included an explanatory paragraph that
described the adoption of new accounting principles as discussed in the notes to
those consolidated financial statements.
/s/ KPMG PEAT MARWICK LLP
Jericho, New York
January 15, 1997
<PAGE>
EXPLANATORY NOTE
----------------
This registration statement includes or is deemed to include two forms of
prospectus: one to be sent or given to certain participants (the "Employee
Prospectus") in the JSB Financial, Inc. 1996 Stock Option Plan ("Plan") pursuant
to Part I of Form S-8 and Rule 428(b)(1) under the Securities Act of 1933, as
amended ("Securities Act"), and one to be used in connection with certain
reoffers and resales (the "Resale Prospectus") of shares of Common Stock, par
value $0.01 per share, of JSB Financial, Inc. by participants in the Plan as
contemplated by Instruction C to Form S-8 under the Securities Act. The form of
Employee Prospectus has been omitted from this registration statement as
permitted by Part I of Form S-8. The form of Resale Prospectus is included
herein immediately following this page.
<PAGE>
CROSS-REFERENCE SHEET
(Showing location of Information Requested by Form S-8)
<TABLE>
ITEMS REQUIRED BY PART I OF FORM S-3
<CAPTION>
S-3 ITEM PROSPECTUS HEADING
<S> <C> <C>
1. Forepart of Registration Statement and Front Cover Page of Prospectus; this
Outside Front Cover Page of Prospectus Cross-Reference Sheet
2. Inside Front and Outside Back Cover Pages Available Information; Incorporation
of Prospectus of Certain Documents by Reference;
Table of Contents
3. Summary Information, Risk Factors and Ratio Available Information; Risk Factors
of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Determination of Offering Price
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Legal Opinions; Experts
11. Material Changes Not Applicable
12. Incorporation of Certain Documents by Incorporation of Certain Documents
Reference by Reference
13. Disclosure of Commission Position on Indemnification of Directors and
Indemnification for Securities Act Liabilities Officers
</TABLE>
<PAGE>
PROSPECTUS
JSB FINANCIAL, INC.
800,000 SHARES OF COMMON STOCK
($0.01 PAR VALUE)
OFFERED OR TO BE OFFERED BY CERTAIN SELLING SHAREHOLDERS OF
JSB FINANCIAL, INC. FOLLOWING THEIR ACQUISITION UNDER THE
JSB FINANCIAL, INC. 1996 STOCK OPTION PLAN
Certain holders of JSB Financial, Inc. Common Stock ("JSBF
Common Stock") may offer, from time to time, up to 800,000 shares of JSBF Common
Stock which they acquired under the JSB Financial, Inc. 1996 Stock Option Plan
("Plan") pursuant to the exercise of options thereunder. The shares may be sold
directly by the holder to purchasers or may be given by the holder to donees,
such as members of the holder's family or charitable organizations, and then
sold by the donee to the purchasers. Sales may occur through the facilities of
the National Association of Securities Dealers Automated Quotation ("Nasdaq")
National Market System, on which the shares are quoted, or may occur privately.
This Prospectus relates to 800,000 authorized shares of JSBF Common
Stock reserved for issuance under the Plan. In addition, this Prospectus covers
an indeterminate number of additional shares of JSBF Common Stock that, by
reason of certain events specified in the Plan, may be acquired by the selling
shareholders under the Plan through options granted thereunder. Such shares are,
at the date hereof, either unissued shares or are held as treasury stock by JSB
Financial, Inc. ("Company"). It is suggested that this Prospectus be retained
for future reference. THIS PROSPECTUS CONTAINS A DISCUSSION OF MATERIAL RISKS IN
CONNECTION WITH THE PURCHASE OF SHARES OF THE COMPANY. SEE "RISK FACTORS" AT
PAGE 3.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY SUCH
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR DEPOSITS
AND ARE NOT INSURED OR GUARANTEED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR
THE BANK INSURANCE FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR BY ANY
OTHER GOVERNMENT AGENCY.
-----------------
The date of this prospectus is January 31, 1997.
<PAGE>
AVAILABLE INFORMATION
JSB Financial, Inc. is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act")
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Information, as to
particular dates, concerning directors and officers, their remuneration, options
granted to them, the principal holders of JSBF Common Stock, and any material
interest of such persons in transactions with JSB Financial, Inc. is disclosed
in proxy statements distributed to shareholders of JSB Financial, Inc. and filed
with the Commission. Such reports, proxy statements, and other information can
be inspected and copied at the offices of the Commission at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; at Public Reference
Facilities in the Chicago Regional Office, 500 West Madison Street, Chicago,
Illinois 60661; and at the New York Regional Office in Five World Trade Center,
New York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street N.W., Washington,
D.C. 20549 at prescribed rates. JSBF Common Stock is traded in the
over-the-counter market and is quoted on the Nasdaq National Market System.
Reports, proxy material and other information concerning JSB Financial, Inc. may
also be inspected at the offices of the National Association of Securities
Dealers, 1735 K Street N.W., Washington D.C. 20006-1500.
JSB Financial, Inc. has filed with the Commission in
Washington D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities to which this prospectus relates. As
permitted by the rules and regulations of the Commission, this prospectus does
not contain all the information set forth in the Registration Statement,
including the exhibits thereto, which may be obtained from the Public Reference
Section of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, upon
payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated by reference herein the JSB Financial,
Inc. Annual Report on 10-K for the year ended December 31, 1995, and the JSB
Financial, Inc. Quarterly Report on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996 filed by JSB Financial, Inc. pursuant
to Section 13 of the Exchange Act. The description of the class of securities
offered under the Plan is described in the Registration Statement on Form S-1,
and any amendments thereto, filed by JSB Financial, Inc. with the Commission.
Such description is incorporated by reference herein.
All documents filed by JSB Financial, Inc. pursuant to
Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the securities made
hereby are incorporated herein by reference, and such documents shall be deemed
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is
-2-
<PAGE>
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
JSB Financial, Inc. will provide without charge to each person
to whom this Prospectus is delivered, upon request of any such person, a copy of
any or all of the foregoing documents incorporated herein by reference (other
than exhibits to such documents). Written requests shall be directed to Mr.
Thomas R. Lehmann, Vice President, Chief Financial Officer, JSB Financial, Inc.,
303 Merrick Road, Lynbrook, New York 11563-2574. Telephone requests may be
directed to (516) 887-7000.
The principal executive offices of JSB Financial, Inc. are
located at 303 Merrick Road, Lynbrook, New York 11563-2574. The telephone number
at such offices is (516) 887- 7000.
RISK FACTORS
The following considerations, in addition to those discussed
elsewhere in this Prospectus, should be considered by investors in deciding
whether to purchase the Common Stock offered hereby.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES.
The Company's profitability, like that of most financial
institutions, is dependent to a large extent upon its net interest income, which
is the difference between its interest income on earning assets -- such as
investment securities, CMOs, and loans -- and its interest expense on
interest-bearing deposits. The Company's net interest income, the primary
component of its net income, is subject to substantial risk due to changes in
interest rates, particularly if there is a substantial variation in the timing
between the repricing of its assets and the liabilities which fund them. The
Company will continue to be affected by general changes in levels of interest
rates and other economic factors beyond its control. At September 30, 1996, the
Company's total interest-bearing liabilities maturing or repricing within one
year exceeded its total earning assets maturing or repricing in the same time
period by $465.5 million, representing a one-year interest rate sensitivity gap
as a percentage of total assets of negative 30.65%. In computing the gap, the
Company includes accounts that are subject to immediate withdrawal in the
cumulative one year repricing gap. As a result of the Company's negative gap
position, the yield on earning assets of the Company will adjust to changes in
interest rates at a slower rate than the cost of the Company's interest-bearing
liabilities. As a consequence, any significant increase in interest rates may
have an adverse effect on the Company's results of operations. Conversely, any
significant decline in interest rates may have a positive impact on the
Company's results of operations as the cost of the Company's interest-bearing
liabilities will tend to reprice downward at a faster rate than the Company's
earning assets. Increases in the level of interest rates also may adversely
affect the value of the Company's debt securities and other earning assets and
the ability to realize gains on the sale of such assets. Generally, the value of
fixed rate instruments fluctuates inversely with changes in interest rates. As a
result, increases in interest rates could
-3-
<PAGE>
result in decreases in the carrying value of interest-earning assets which could
adversely affect the Company's results of operations if sold or, in the case of
interest-earning assets classified as available for sale, the Company's equity
if retained. Increases in interest rates also can affect the type (fixed-rate or
adjustable-rate) and amount of loans originated by the Company and the average
life of loans and securities, which can adversely impact the yields earned on
the Company's loan and securities portfolio.
LOCAL ECONOMY.
The Company is the holding company for Jamaica Savings Bank
FSB ("Bank"), a savings institution. The primary market area for the Bank is
concentrated in the neighborhoods surrounding its thirteen full service offices,
ten of which are located in the New York City Borough of Queens, one in the
Borough of Manhattan and one each in suburban Nassau and Suffolk counties in New
York. Management believes that its branch offices are primarily located in
communities that can generally be characterized as stable, residential
neighborhoods of predominantly one- to four-family residences and middle income
families. During the late 1980's to the early 1990's, the New York metropolitan
area experienced reduced employment as a result of the general decline in the
local economy and other factors. The area experienced a general decline in real
estate values and a decline in home sales and construction and, sharp decreases
in the value of commercial properties and land, as well as cooperatives and
condominiums. There are a number of encouraging signs in the local economy and
the Bank's real estate markets; however, it is unclear how these factors will
affect the Company's asset quality in the future.
These negative trends have stabilized somewhat in more recent
periods; however, there can be no assurances that conditions in the regional
economy, national economy, or real estate market in general will not
deteriorate. A weakness or deterioration in the economic conditions of the
Bank's primary lending area in the future could result in the Bank experiencing
increases in non-performing loans. Such increases would likely result in higher
provisions for possible loan losses, reduced levels of earning assets which
would lower the level of net interest income and possibly result in higher
levels of other real estate owned expense.
HIGHLY COMPETITIVE INDUSTRY AND GEOGRAPHIC AREA.
The New York City metropolitan and Long Island areas have a
high concentration of financial institutions, many of which are significantly
larger and have greater financial resources than the Bank, and all of which are
competitors of the Bank to varying degrees. The Bank's competition for loans and
deposits comes principally from savings and loan associations, savings banks,
commercial banks, mortgage banking companies, insurance companies and credit
unions. In addition, the Bank faces increasing competition for deposits from
non-bank institutions such as brokerage firms and insurance companies in such
areas as short-term money market funds, corporate and government securities
funds, mutual funds, annuities and insurance.
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<PAGE>
LENDING RISK.
The Bank's loan portfolio consists primarily of conventional
first mortgage loans secured by multi-family residences, one- to four-family
residences, commercial real estate and to a lesser extent construction projects.
The Bank continues to emphasize lending on multi-family, underlying cooperative
and commercial real estate. Lending on these types of properties poses
significant additional risks to the lender as compared with one- to four-family
mortgage lending. These loans generally are made to single borrowers or realty
corporations controlled by an individual or group of individuals and involve
substantially higher loan balances than oneto four-family residential mortgage
loans. Moreover, the repayment of such loans is typically dependent on the
successful operation of the property, which in turn is dependent upon the
expertise and ability of the borrower to properly manage and maintain the
property. In addition, management recognizes that repayment of commercial and
multi-family loans is subject to adverse changes in the real estate market or
the economy, to a far greater extent than is repayment of one- to four-family
mortgage loans.
FINANCIAL INSTITUTION REGULATION AND POSSIBLE LEGISLATION.
The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its primary federal regulator, and the FDIC, as the
deposit insurer. The Bank is a member of the Federal Home Loan Bank ("FHLB")
System and its deposit accounts are insured up to applicable limits by the Bank
Insurance Fund ("BIF") managed by the FDIC. The Bank must file reports with the
OTS and the FDIC concerning its activities and financial condition in addition
to obtaining regulatory approvals prior to entering into certain transactions
such as mergers with, or acquisitions of, other savings institutions. The OTS
and the FDIC conduct periodic examinations to test the Bank's compliance with
various regulatory requirements. This regulation and supervision establishes a
comprehensive framework of activities in which an institution can engage and is
intended primarily for the protection of the insurance fund and depositors. The
regulatory structure also gives the regulatory authorities extensive discretion
in connection with their supervisory and enforcement activities and examination
policies, including policies with respect to the classification of assets and
the establishment of adequate loan loss reserves for regulatory purposes. Any
change in such regulatory requirements and policies, whether by the OTS, the
FDIC or the Congress could have a material adverse impact on the Company, the
Bank and their operations. Certain of the regulatory requirements applicable to
the Bank and to the Company are referred to below or elsewhere herein. The
description of statutory provisions and regulations applicable to savings
institutions and their holding companies set forth in this Prospectus does not
purport to be a complete description of such statutes and regulations and their
effects on the Bank and the Company.
Congress currently has under consideration various proposals
to consolidate the regulatory functions of the four federal banking agencies:
the OTS, the FDIC, the Office of the Comptroller of the Currency and the Board
of Governors of the Federal Reserve System. The outcome of efforts to effect
regulatory consolidation is uncertain. Therefore, the Bank is unable to
determine the extent to which legislation, if enacted, would affect its
business.
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<PAGE>
CERTAIN ANTI-TAKEOVER PROVISIONS.
PROVISIONS IN THE COMPANY'S AND THE BANK'S GOVERNING
INSTRUMENTS. Certain provisions of the Company's Certificate of Incorporation
and Bylaws, particularly a provision limiting voting rights, and the Bank's
Organization Certificate and Bylaws, as well as certain federal and state
regulations, assist the Company in maintaining its status as an independent
publicly owned corporation. These provisions provide for, among other things,
supermajority voting, staggered boards of directors, noncumulative voting for
directors, limits on the calling of special meetings of stockholders, limits on
the ability to vote Common Stock beneficially owned in excess of 10% of
outstanding shares, and certain uniform price provisions for certain business
combinations. The voting limitation is applicable to persons, together with
affiliates of and persons acting in concert with such persons, who hold
revocable proxies if the shares of Common Stock represented by the revocable
proxies are deemed beneficially owned by such persons and exceed the limit.
These provisions in the Bank's and the Company's governing instruments may
discourage potential proxy contests and other potential takeover attempts,
particularly those which have not been negotiated with the Board of Directors,
and thus, generally may serve to perpetuate current management.
In general, Section 203 of the Delaware General Corporation
Law ("DGCL") prevents an "interested stockholder" (defined generally as a person
with 15% or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined in the DGCL) with a Delaware corporation for
three years following the date such person became an interested stockholder.
The provision is not applicable when (i) prior to the date the
stockholder became an interested stockholder, the board of directors of the
corporation approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
outstanding voting stock of the corporation, not including shares owned by
directors who are also officers and by certain employee stock plans or (iii) on
or subsequent to the date the stockholder becomes an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders, and not by written consent, by the
affirmative vote of the holders of at least two-thirds of the outstanding voting
stock entitled to vote thereon, excluding shares owned by the interested
stockholder.
The DGCL's restrictions generally do not apply to business
combinations with an interested stockholder that are proposed subsequent to the
public announcement of, and prior to the consummation or abandonment of, certain
mergers, sales of a majority of the corporation's assets or tender offers for
50% or more of the corporation's voting stock. The DGCL allows corporations to
elect not to be subject to the provisions of the DGCL. The Company has not so
elected.
In addition to the provisions in the Company's and the Bank's
organizational documents, certain provisions of the DGCL and the federal banking
laws may be imposed upon acquirors
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<PAGE>
of the Company's Common Stock, including restrictions that would require
regulatory approval prior to any such acquisition.
PROVISIONS OF REMUNERATION PLANS AND AGREEMENTS. Employment
agreements with certain management officials and certain provisions of the
Company's stock option plans provide for benefits and cash payments in the event
of a change in control of the Company or the Bank. The Company's stock option
plans also provide for accelerated vesting in the event of a change in control.
These provisions may have the effect of increasing the cost of acquiring the
Company, thereby discouraging future attempts to take over the Company or the
Bank.
STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS. As of
September 30, 1996, directors and executive officers of the Bank and the Company
held or controlled the voting of approximately 8.4% of the shares of Common
Stock outstanding either through direct ownership or through participation in
employee benefit plans maintained by the Company or the Bank that hold Company
stock. Management's potential voting control could, together with additional
stockholder support, defeat stockholder proposals requiring an 80% supermajority
vote. As a result, these provisions may preclude takeover attempts that certain
stockholders may deem to be in their best interest and may tend to perpetuate
existing management.
USE OF PROCEEDS
The shares will be offered by certain employees or former
employees of JSB Financial, Inc. and Jamaica Savings Bank FSB who are present or
former participants in the Plan, or their beneficiaries, for their personal
accounts, and the proceeds from such sale will be used by them for their
personal benefit. JSB Financial, Inc. will not receive any portion of the
payment for the shares.
DETERMINATION OF OFFERING PRICE
The purchase price of the shares offered hereby will be the
market price (plus customary or negotiated brokerage commissions) prevailing at
the time of the sale in the case of transactions on the Nasdaq National Market
System and negotiated prices related to market prices in private negotiated
transactions not on any securities exchange.
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<PAGE>
SELLING SECURITY HOLDERS
The persons selling shares of JSBF Common Stock offered hereby
will be participants or former participants in the JSB Financial, Inc. 1996
Stock Option Plan. Participants in the Plan include the following persons, who
are affiliates of the Company, as that term has been defined by the Commission:
<TABLE>
===============================================================================================================
<CAPTION>
SELLING POSITION AT COMPANY NUMBER OF NUMBER OF NUMBER OF PERCENTAGE OF
SHAREHOLDER OR AFFILIATES WITHIN SHARES SHARES SHARES TO BE CLASS TO BE
THE PAST THREE YEARS BENEFICIALLY COVERED BY HELD AFTER OWNED AFTER
OWNED(1)(2) THIS OFFERING(3) OFFERING(4)
PROSPECTUS(2)
===============================================================================================================
<S> <C> <C> <C> <C> <C>
Park T. Adikes Chairman of the Board 400,004 20,000 380,004 3.9
and Chief Executive
Officer
- -----------------------------------------------------------------------------------------------------------
Edward P. Henson President and Director 114,410 16,000 98,410 1.0
- -----------------------------------------------------------------------------------------------------------
John F. Bennett Senior Vice President 75,111 10,000 65,111 *
- -----------------------------------------------------------------------------------------------------------
Ronald C. Spielberger Senior Vice President 67,607 10,000 57,607 *
- -----------------------------------------------------------------------------------------------------------
Thomas R. Lehmann Vice President 34,106 10,000 24,106 *
- -----------------------------------------------------------------------------------------------------------
Joseph J. Blaine Director 110,745 40,000 70,745 *
- -----------------------------------------------------------------------------------------------------------
Joseph C. Cantwell Director 45,200 45,000 200 *
- -----------------------------------------------------------------------------------------------------------
Howard J. Dirkes, Jr. Director 85,501 40,000 45,501 *
- -----------------------------------------------------------------------------------------------------------
James E. Gibbons, Jr. Director 95,001 40,000 55,001 *
- -----------------------------------------------------------------------------------------------------------
Alfred F. Kelly Director 73,076 40,000 33,076 *
- -----------------------------------------------------------------------------------------------------------
Richard W. Meyer Director 76,701 40,000 36,701 *
- -----------------------------------------------------------------------------------------------------------
Arnold B. Pritcher Director 113,401 40,000 73,401 *
- -----------------------------------------------------------------------------------------------------------
Paul R. Screvane Director 75,841 40,000 35,841 *
===============================================================================================================
</TABLE>
(1) Beneficial ownership in this table includes (a) the number of shares
of Company Common Stock which such person has the right to acquire by the
exercise of stock options, whether or not the stock options are vested as of
September 30, 1996, (b) the number of shares held in such person's name in trust
or otherwise under all of the Company's employee benefit plans and (c) the
number of shares as to which such person shares voting and investment power. The
figures reported in this column are as reported by shareholder on a Form 4 or
Form 3 filed with the Commission.
(2) Represents options granted as of 11/30/96, which is the most recent
date as of which such information is available.
(3) Assumes that all shares presently owned and hereafter acquired under
the Plan are sold.
(4) Percentage with respect to each person has been calculated on the
basis of 9,764,381 shares of Company Common Stock outstanding as of September
30, 1996 as reported to the Commission on Form 10Q.
(*) denotes less than 1% of outstanding Common Stock.
PLAN OF DISTRIBUTION
The shares may be offered for sale on the Nasdaq National
Market System where they are quoted. They may be offered from time to time in
private transactions. The Company does not expect to bear the expense of such
sales.
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<PAGE>
LEGAL OPINIONS
The legal status of the shares of JSBF Common Stock offered
hereby will be passed upon for JSB Financial, Inc. by Thacher Proffitt & Wood,
New York, New York.
EXPERTS
The consolidated financial statements of JSB Financial, Inc.
and its subsidiaries, incorporated by reference in this Prospectus, have been
audited by KPMG Peat Marwick LLP, independent auditors, for the periods
indicated in their report thereon, which is included in the Annual Report on
Form 10-K for the year ended December 31, 1995. The consolidated financial
statements audited by KPMG Peat Marwick LLP, have been incorporated herein by
reference in reliance on their report given on their authority as independent
auditors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Certificate of Incorporation
of the Registrant.
Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan, will be
indemnified and held harmless by the Registrant to the fullest extent authorized
by the GCL. Such indemnification shall apply whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director, officer,
employee or agent. Such indemnification shall be against all expenses, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered in
connection with the proceeding. This right to indemnification includes, to the
extent permitted by the GCL, the right to be paid by the Registrant the expenses
incurred in defending any such proceeding in advance of its final disposition.
If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be paid also the
expenses of prosecuting (or defending) such suit. In any such suit, it shall be
a defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the GCL.
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<PAGE>
The burden of proof in any such suit shall be on the Registrant to prove that
the indemnitee is not entitled to be indemnified.
The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of JSBF and its subsidiaries through Continental
Casualty Co. for a one year policy term ending September 18, 1997.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling JSBF pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
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<PAGE>
No person has been authorized to give any
information or to make any representation not
contained in this Prospectus in connection with
the offer made by this Prospectus, and, if given
or made, such information or representation
must not be relied upon as having been
authorized by JSB Financial, Inc. Neither the
delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create
an implication that there has been no change in
the affairs of JSB Financial, Inc. since the date
hereof or that the information contained in this
Prospectus is correct as of any date subsequent
to the date of this Prospectus. This Prospectus
does not constitute an offer or a solicitation of
an offer to buy any of the securities offered
hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such
jurisdiction.
TABLE OF CONTENTS
AVAILABLE INFORMATION......................................2
INCORPORATION OF
CERTAIN DOCUMENTS
BY REFERENCE...............................................2
RISK FACTORS...............................................3
USE OF PROCEEDS............................................7
DETERMINATION OF
OFFERING PRICE.............................................7
SELLING SECURITY HOLDERS...................................8
PLAN OF DISTRIBUTION.......................................8
LEGAL OPINIONS.............................................9
EXPERTS....................................................9
INDEMNIFICATION OF
DIRECTORS AND OFFICERS.....................................9
JSB Financial, Inc.
800,000 SHARES
COMMON STOCK
($0.01 PAR VALUE)
Offered or to be Offered by Certain Selling
Shareholders
of JSB Financial, Inc. Following Their
Acquisition
under the JSB Financial, Inc. 1996 Stock
Option Plan
PROSPECTUS
DATED: January 31, 1997
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