<PAGE> 1
As filed with the Securities and Exchange Commission on September 8, 1997
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
-------------------
SUBURBFED FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3796361
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3301 WEST VOLLMER ROAD, FLOSSMOOR, ILLINOIS 60422
(Address of principal executive offices) (Zip Code)
SUBURBFED FINANCIAL CORP.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
KIP A. WEISSMAN, P.C.
DANIEL L. TORBENSON
SILVER, FREEDMAN & TAFF, L.L.P.
(A limited liability partnership including professional corporations)
Suite 700 East
1100 New York Avenue, N.W.
Washington, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 80,000 $27.25(2) $2,157,399(2) $654(2)
======================================================== ================ ================ ================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 80,000 shares being registered
hereby, (i) 5,318 shares are subject to options with an exercise price of
$23.00 per share ($122,314 in the aggregate) and (ii) the remaining 74,682
shares which have not been awarded to date and are being registered based
upon the average of the high and low prices of the Common Stock as quoted
on The Nasdaq SmallCap Market of $27.25 per share on September 3, 1997
($2,035,085 in the aggregate).
<PAGE> 2
PURPOSE
The purpose of this registration statement is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock") of
SuburbFed Financial Corp. (the "Corporation") to be granted under the 1997
Stock Option and Incentive Plan which the Board of Directors adopted on
February 20, 1997 and the shareholders of the Corporation ratified at the
Annual Meeting of Stockholders on April 17, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the SuburbFed Financial Corp. 1997
Stock Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by the Corporation
with the Commission are hereby incorporated by reference in this Registration
Statement:
(a) the Annual Report of the Corporation on Form 10-K for the year ended
December 31, 1996 (File No. 0-19783) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Corporation pursuant to Section 13 or
15(d) of the Exchange Act since the end of the period covered by the
Report referred to above; and
(c) the description of the Common Stock of the Corporation contained in the
Corporation's Registration Statement on Form S-1 (File No. 33-44094)
filed with the Commission on November 21, 1991 and all amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and to be a part thereof from the
date of the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to Lynn M. Nevills, Secretary, SuburbFed Financial Corp., 3301 West
Vollmer Road, Flossmoor, Illinois 60422, (708) 333-2200.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
II-1
<PAGE> 4
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Corporation's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant
against any and all liabilities, judgments, fines and reasonable settlements,
costs, expenses and attorneys' fees incurred in any actual, threatened or
potential proceeding, except to the extent that such indemnification is limited
by Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt
II-2
<PAGE> 5
of an undertaking by the director or officer to repay such amount if it is
ultimately determined that he is not entitled to be indemnified by the
corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors and
officers of the Corporation are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
REFERENCE TO PRIOR NUMBER WHERE
REGULATION FILING OR EXHIBIT ATTACHED EXHIBITS
S-K EXHIBIT NUMBER ATTACHED ARE LOCATED IN
NUMBER DOCUMENT HERETO THIS FORM S-8
- ------------- --------------------------------------- ----------------------- ------------------
<S> <C> <C> <C>
4.1 SuburbFed Financial Corp. 1997 Stock Attached as Page 12
Option and Incentive Plan; form of Exhibit
Incentive Stock Option Agreement; and 4.1
form of Non-Qualified Stock Option
Agreement
4.2 Specimen form of common stock certificate * Not applicable
of SuburbFed Financial Corp.
4.3 SuburbFed Financial Corp. Certificate of * Not applicable
Incorporation
4.4 Bylaws of SuburbFed Financial Corp. * Not applicable
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 31
Exhibit
5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 33
Exhibit
23.1
23.2 Consent of Cobitz, Vandenberg & Fennessy Attached as Page 35
Exhibit
23.2
24 Power of Attorney Contained on Page 7
Signature Page
</TABLE>
* Filed as an exhibit to the Corporation's S-1 registration statement filed on
November 21, 1991 (File No. 33-44094) pursuant to Section 5 of the Securities
Act of 1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
II-3
<PAGE> 6
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant of expenses incurred or
paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Flossmoor, State of Illinois, on July 17, 1997.
SUBURBFED FINANCIAL CORP.
By: /s/ Daniel P. Ryan
------------------------------------
Daniel P. Ryan
President, Chief Executive Officer and
Chairman of the Board
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel P. Ryan and Byron G. Thoren and either of
them, our true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him or her in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming said attorneys-in-fact and agents or his substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
/s/ Daniel P. Ryan /s/ Steven E. Stock
- ------------------------------------------------ --------------------------------------------
<S> <C>
Daniel P. Ryan, President, Steven E. Stock, Senior Vice President,
Chief Executive Officer and Chairman Chief Financial Officer and Treasurer
of the Board (Principal Financial and Accounting Officer)
(Principal Executive Officer)
Date: July 17, 1997 Date: July 17, 1997
- ------------------------------------------------ --------------------------------------------
/s/ Vernon P. Vollbrecht /s/ Douglas L. Dance
- ------------------------------------------------ --------------------------------------------
Vernon P. Vollbrecht, Vice Chairman of the Board Douglas L. Dance, Director
Date: July 17, 1997 Date: July 17, 1997
- ------------------------------------------------ --------------------------------------------
/s/ Robert J. Genetski /s/ Robert L. Harris
- ------------------------------------------------ --------------------------------------------
Robert J. Genetski, Director Robert L. Harris, Director
Date: July 17, 1997 Date: July 17, 1997
- ------------------------------------------------ --------------------------------------------
/s/ Bruce E. Huey /s/ Raymond J. Kalinsky
- ------------------------------------------------ --------------------------------------------
Bruce E. Huey, Director Raymond J. Kalinsky, Director
Date: July 17, 1997 Date: July 17, 1997
- ------------------------------------------------ --------------------------------------------
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C>
/s/ Michael L. Lowenthal /s/ William E. Ricketts
- --------------------------------------- ---------------------------------------
Michael L. Lowenthal, Director William E. Ricketts, M.D., Director
Date: July 17, 1997 Date: July 17, 1997
- --------------------------------------- ---------------------------------------
/s/ Alan L. Wischover /s/ Paula Wolff
- --------------------------------------- ---------------------------------------
Alan L. Wischhover, Director Paula Wolff, Director
Date: July 17, 1997 Date: July 17, 1997
- --------------------------------------- ---------------------------------------
</TABLE>
II-6
<PAGE> 9
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
--------------------
SUBURBFED FINANCIAL CORP.
- --------------------------------------------------------------------------------
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
REFERENCE TO PRIOR NUMBER WHERE
REGULATION FILING OR EXHIBIT ATTACHED EXHIBITS
S-K EXHIBIT NUMBER ATTACHED ARE LOCATED IN
NUMBER DOCUMENT HERETO THIS FORM S-8
- ------------- --------------------------------------- -------------------- ---------------------
<S> <C> <C> <C>
4.1 SuburbFed Financial Corp. 1997 Stock Attached as Page 12
Option and Incentive Plan; form of Exhibit
Incentive Stock Option Agreement; and 4.1
form of Non-Qualified Stock Option
Agreement
4.2 Specimen form of common stock certificate * Not applicable
of SuburbFed Financial Corp.
4.3 SuburbFed Financial Corp. Certificate of * Not applicable
Incorporation
4.4 Bylaws of SuburbFed Financial Corp. * Not applicable
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 31
Exhibit
5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 33
Exhibit
23.1
23.2 Consent of Cobitz, Vandenberg & Fennessy Attached as Page 35
Exhibit
23.2
24 Power of Attorney Contained on Page 7
Signature Page
</TABLE>
* Filed as an exhibit to the Corporation's S-1 registration statement filed on
November 21, 1991 (File No. 33-44094) pursuant to Section 5 of the Securities
Act of 1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
<PAGE> 1
Exhibit 4.1
SUBURBFED FINANCIAL CORP.
1997 STOCK OPTION AND INCENTIVE PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers and employees of the Corporation
and its Affiliates. It is intended that designated Options granted pursuant to
the provisions of this Plan to persons employed by the Corporation or its
Affiliates will qualify as Incentive Stock Options. Options granted to persons
who are not employees will be Non-Qualified Stock Options. Options granted as
Incentive Stock Options but which, for any reason, fail to qualify as such
shall automatically become Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" - means the grant of an Incentive Stock Option or a Non-
Qualified Stock Option, as provided in the Plan.
"Bank" - means Suburban Federal Savings, A Federal Savings Bank and any
successor entity.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as a director, advisory or honorary director or director
emeritus, officer or employee of the Corporation or an Affiliate, except that
when used with respect to persons granted an Incentive Option means the absence
of any interruption or termination of service as an employee of the Corporation
or an Affiliate. Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Corporation or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its parent, its subsidiaries or its
successor. With respect to any advisory or honorary director or director
emeritus, continuous service shall mean availability to perform such functions
as may be required of the such directors.
"Corporation" - means SuburbFed Financial Corp., a Delaware corporation.
1
<PAGE> 2
"Employee" - means any person, including an officer or director, who is
employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of 1974, as
amended.
"Exercise Price" - means the price per Share at which the Shares subject
to an Option may be purchased upon exercise of such Option.
"Incentive Stock Option" - means an option to purchase Shares granted by
the Committee pursuant to Section 6 hereof which is subject to the limitations
and restrictions of Section 8 hereof and is intended to qualify under Section
422 of the Code.
"Market Value" - means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date, on
the last preceding date on which any reported sale occurred) of a Share on the
Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the NASDAQ System, or any similar system then
in use, or, if no such quotations are available, the fair market value on such
date of a Share as the Committee shall determine.
"Non-Employee Director" - means a director who a) is not currently an
officer or employee of the Corporation; b) is not a former employee of the
Corporation who receives compensation for prior services (other than from a
tax-qualified retirement plan); c) has not been an officer of the Corporation;
d) does not receive remuneration from the Corporation in any capacity other than
as a director; and e) does not possess an interest in any other transactions and
is not engaged in a business relationship for which disclosure would be required
under Item 404(a) or (b) of Regulation S-K.
"Non-Qualified Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof, which option is not
intended to qualify under Section 422(b) of the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" - means any director, advisory or honorary director or
director emeritus, officer or employee of the Corporation or any Affiliate who
is selected by the Committee to receive an Award.
"Plan" - means the 1997 Stock Option and Incentive Plan of the
Corporation.
2
<PAGE> 3
"Shares" - means the shares of common stock of the Corporation.
"Ten Percent Beneficial Owner" - means the beneficial owner of more than
ten percent of any class of the Corporation's equity securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Non-Employee
Director. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express provisions of
the Plan, the Committee shall have sole and complete authority and discretion
to (i) select Participants and grant Awards; (ii) determine the number of
Shares to be subject to types of Awards generally, as well as to individual
Awards granted under the Plan; (iii) determine the terms and conditions upon
which Awards shall be granted under the Plan; (iv) prescribe the form and terms
of instruments evidencing such grants; and (v) establish from time to time
regulations for the administration of the Plan, interpret the Plan, and make
all determinations deemed necessary or advisable for the administration of the
Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. Participation in Committee Awards. The Committee may select from time
to time Participants in the Plan from those directors, advisory or honorary
directors or directors emeritus, officers and employees of the Corporation or
its Affiliates who, in the opinion of the Committee, have the capacity for
contributing to the successful performance of the Corporation or its
Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which Awards
may be made under the Plan is EIGHTY THOUSAND (80,000). The Shares with
respect to which Awards may be made under the Plan may be either authorized and
unissued shares or issued shares heretofore or hereafter reacquired and held as
treasury shares. An Award shall not be considered to have been made under the
Plan with respect to any Option which terminates and new Awards may be granted
under the Plan with respect to the number of Shares as to which such
termination has occurred.
6. General Terms and Conditions of Options. The Committee shall have full
and complete authority and discretion, except as expressly limited by the Plan,
to grant Options and to provide the terms and conditions (which need not be
identical among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise Price of any
Option, which shall not be less than the Market Value per Share at the date of
grant of such Option, (ii) the number of Shares subject to, and the expiration
date of, any Option, which expiration date shall not exceed ten years from the
date of grant, (iii) the manner, time and rate (cumulative or otherwise) of
exercise of such Option, and (iv) the restrictions, if any, to be placed upon
such Option or upon Shares which may be issued upon exercise of such Option.
The
3
<PAGE> 4
Committee may, as a condition of granting any Option, require that a
Participant agree not to thereafter exercise one or more Options previously
granted to such Participant.
7. Exercise of Options.
(a) Except as provided herein, an Option granted under the Plan shall
be exercisable during the lifetime of the Participant to whom such Option was
granted only by such Participant and, except as provided in paragraphs (c) and
(d) of this Section 7, no such Option, may be exercised unless at the time such
Participant exercises such Option, such Participant has maintained Continuous
Service since the date of grant of such Option.
(b) To exercise an Option under the Plan, the Participant to whom such
Option was granted shall give written notice to the Corporation in form
satisfactory to the Committee (and, if partial exercises have been permitted by
the Committee, by specifying the number of Shares with respect to which such
Participant elects to exercise such Option) together with full payment of the
Exercise Price, if any and to the extent required. The date of exercise shall
be the date on which such notice is received by the Corporation. Payment, if
any is required, shall be made either (i) in cash (including check, bank draft
or money order) or (ii) by delivering (A) Shares already owned by the
Participant and having a fair market value equal to the applicable exercise
price, such fair market value to be determined in such appropriate manner as
may be provided by the Committee or as may be required in order to comply with
or to conform to requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.
(c) If a Participant to whom an Option was granted shall cease to
maintain Continuous Service for any reason (including total or partial
disability and normal or early retirement, but excluding death and termination
of employment by the Corporation or any Affiliate for cause), such Participant
may, but only within the period of three months immediately succeeding such
cessation of Continuous Service and in no event after the expiration date of
such Option, exercise such Option to the extent that such Participant was
entitled to exercise such Option, at the date of such cessation, provided,
however, that such right of exercise after cessation of Continuous Service
shall not be available to a Participant if the Committee otherwise determines,
and so provides in the applicable instrument or instruments evidencing the
grant of such Option. If the Continuous Service of a Participant to whom an
Option was granted by the Corporation is terminated for cause, all rights
under any Option of such Participant shall expire immediately upon the giving
to the Participant of notice of such termination.
(d) In the event of the death of a Participant while in the Continuous
Service of the Corporation or an Affiliate or within the three month period
referred to in paragraph (c) of this Section 7, the person to whom any Option
held by the Participant at the time of his death is transferred by will or the
laws of descent and distribution, or in the case of an Award other than an
Incentive Stock Option, pursuant to a qualified domestic relations order, as
defined in the Code or Title 1 of ERISA or the rules thereunder may, but only
to the extent such Participant was entitled to exercise such Option immediately
prior to his death, exercise such Option at any time within a period of one
year succeeding the date of death of such Participant, but in no event later
than ten years from the date of grant of such Option. Following the death of
any Participant to
4
<PAGE> 5
whom an Option was granted under the Plan, the Committee may, as an alternative
means of settlement of such Option, elect to pay to the person to whom such
Option is transferred by will or by the laws of descent and distribution, or in
the case of an Option other than an Incentive Stock Option, pursuant to a
qualified domestic relations order, as defined in the Code or Title I of ERISA
or the rules thereunder, the amount by which the Market Value per Share on the
date of exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered an exercise of
such Option for all purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be granted
only to Participants who are Employees. Any provision of the Plan to the
contrary notwithstanding, (i) no Incentive Stock Option shall be granted more
than ten years from the date the Plan is adopted by the Board of Directors of
the Corporation and no Incentive Stock Option shall be exercisable more than
ten years from the date such Incentive Stock Option is granted, (ii) the
Exercise Price of any Incentive Stock Option shall not be less than the Market
Value per Share on the date such Incentive Stock Option is granted, (iii) any
Incentive Stock Option shall not be transferable by the Participant to whom such
Incentive Stock Option is granted other than by will or the laws of descent and
distribution, and shall be exercisable during such Participant's lifetime only
by such Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation or any Affiliate unless the Exercise Price
of such Incentive Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option is
granted, and (v) the aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by a Participant in any
calendar year shall not exceed $100,000.
9. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards theretofore have been
granted under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
10. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation or
combination in which the Corporation is the continuing entity and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate of incorporation, to receive the appraised or fair
value of their holdings), any Participant to whom an Option has been granted at
least six months prior to such event shall have the right (subject to the
provisions of the Plan and any limitation applicable
5
<PAGE> 6
to such Option), thereafter and during the term of each such Option, to receive
upon exercise of any such Option an amount equal to the excess of the fair
market value on the date of such exercise of the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a Share over the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option shall have
been exercised. Such amount may be payable fully in cash, fully in one or
more of the kind or kinds of property payable in such merger, Or consolidation
or combination, or partly in cash and partly in one or more of such kind or
kinds of property, all in the discretion of the Committee.
11. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 11 shall be deemed a
"change of control": (i) any third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Corporation with respect to which 25% or more
of the total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, exchange offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, the persons who
were directors of the Corporation shall cease to constitute a majority of the
Board of Directors of the Corporation or (iii) the shareholders of the
Corporation shall approve an agreement providing either for a transaction in
which the Corporation will cease to be an independent publicly owned entity or
for a sale or other disposition of all or substantially all the assets of the
Corporation. If a tender offer or exchange offer for Shares (other than such
an offer by the Corporation) is commenced, or if the event specified in clause
(iii) above shall occur, unless the Committee shall have otherwise provided in
the instrument evidencing the grant of an Option such Option theretofore
granted and not fully exercisable shall become exercisable in full upon the
happening of such event; provided, however, that no Option which has previously
been exercised or otherwise terminated shall become exercisable.
12. Assignments and Transfers. No Award nor any right or interest of
a Participant under the Plan in any instrument evidencing any Award under the
Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or in
the case of Awards other than Incentive Stock Options pursuant to a qualified
domestic relations order, as defined in the Code or Title I of ERISA or the
rules thereunder.
13. Employee Rights Under the Plan. No director, officer or employee
shall have a right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be granted an Award
under the Plan or under any other incentive or similar plan of the Corporation
or any Affiliate. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ of the
Corporation or any Affiliate.
14. Delivery and Registration of Stock. The Corporation's obligation
to deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
6
<PAGE> 7
with the provisions of the Securities Act of 1933 or any other Federal, state
or local securities legislation or regulation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Corporation 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, and (ii) the completion of such registration or other qualification of
such Shares under any state or Federal law, rule or regulation, as the
Committee shall determine to be necessary or advisable.
15. Withholding Tax. Where a Participant or other person is entitled
to receive Shares pursuant to the exercise of an Option pursuant to the Plan,
the Corporation shall have the right to require the Participant or such other
person to pay the Corporation the amount of any taxes which the Corporation is
required to withhold with respect to such Shares, or, in lieu thereof, to
retain or sell without notice a sufficient number of such shares to cover the
amount required to be withheld or in lieu of any of the foregoing to withhold a
sufficient sum from the Participant's compensation payable by the Corporation
to satisfy the Corporation's withholding requirements. The Corporation's
method of satisfying its withholding obligations shall be solely in the
discretion of the Corporation, subject to applicable Federal, state and local
law.
16. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time, but (except as provided in Section 9 hereof) no amendment shall be
made without approval of the stockholders of the Corporation which shall (i)
materially increase the aggregate number of Shares with respect to which
Awards may be made under the Plan, or (ii) change the class of persons
eligible to participate in the Plan; provided, however, that no such amendment,
suspension or termination shall impair the rights of any Participant, without
his consent, in any Award theretofore made pursuant to the Plan.
17. Effective Date and Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors of the Corporation,
subject to approval of the Plan by stockholders of the Corporation. It shall
continue in effect for a term of ten years unless sooner terminated under
Section 16 hereof.
7
<PAGE> 8
SUBURBFED FINANCIAL CORP.
1997 STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO. ___
This option is granted on _______ __, 199_ (the "Grant Date") by SuburbFed
Financial Corp. (the "Corporation") to ______________________ (the "Optionee"),
in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation hereby grants to
the Optionee an Option (the "Option") to purchase, pursuant to the
Corporation's 1997 Stock Option and Incentive Plan, as the same may be from
time to time amended (the "Plan"), and upon the terms and conditions therein
and hereinafter set forth, an aggregate of ______ shares (the "Option Shares")
of the Common Stock, par value $.01 per share ("Common Stock"), of the
Corporation at the price (the "Exercise Price") of ________ Dollars ($______)
per share. A copy of the Plan as currently in effect, is incorporated herein
by reference and is attached hereto.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on _______ __, 199_ and ending at 5:00 p.m., Flossmoor,
Illinois time, on the date ten years after date of Award under the Plan (the
"Grant Date"), such later time and date being hereinafter referred to as the
"Expiration Date," provided the Optionee has maintained "Continuous Service"
(as defined in the Plan) since the Grant Date. This option shall vest and
become exercisable according to the following schedule:
Amount
of Initial
Date of Vesting Award Vested
--------------- ------------
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement, and further subject to the condition that the
aggregate Fair Market Value (as defined in the Plan and as determined as of the
Grant Date) of the Option Shares with respect to which Incentive Stock Options
(as defined in the Plan) are exercisable for the first time by the Optionee in
any calendar year shall not exceed One Hundred Thousand Dollars ($100,000.00).
The Market Value of an Option Share on the Grant Date of this Option is
________ Dollars ($______). To the extent that this Option, or any part
thereof, does not qualify as an Incentive Stock Option for any reason, it shall
become a Non-Qualified Stock Option under the Plan.
ISO-1
<PAGE> 9
2. Method of Exercise of This Option. This Option may be exercised during
the Exercise Period by giving written notice to the Corporation specifying the
number of Option Shares to be purchased. The notice must be in the form
prescribed by the committee referred to in Section 3 of the Plan or its
successor (the "Committee") and directed to the address set forth in Section 12
below. The date of exercise is the date on which such notice is received by
the Corporation. Such notice must be accompanied by payment in full of the
Exercise Price for the Option Shares to be purchased upon such exercise.
Payment shall be made (i) in cash, which may be in the form of a check, bank
draft, or money order payable to the Corporation, or, (ii) if the Committee
shall have approved such form of payment, by delivering shares of Common Stock
already owned by the Optionee having a Market Value (as defined in the Plan)
equal to the Exercise Price for the number of Option Shares to be purchased, or
(iii) if the Committee shall have approved such form of payment, a combination
of cash and such shares. Promptly after such payment, subject to Section 3
below, the Corporation shall issue and deliver to the Optionee or other person
exercising this Option a certificate or certificates representing the shares or
Common Stock so purchased, registered in the name of the Optionee (or such
other person), or, upon request, in the name of the Optionee (or such other
person) and in the name of another jointly with right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The Corporation'
obligation to deliver shares of Common Stock hereunder shall be conditioned
upon the receipt of a representation as to the investment intention of the
Optionee or any other person 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 the Securities Act of 1933, as amended, or any
other federal, state or local securities law or regulation. In requesting any
such representation, it may be provided that such representation shall become
inoperative upon a registration of such shares or other action eliminating the
necessity of such representation under such Securities Act or other securities
law or regulation. The Corporation shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares to
listing on any stock exchange or system on which the shares of Common Stock may
then be listed, and (ii) the completion of such registration or other
qualification of such shares under any state or federal law, rule or regulation,
as the Committee shall determine to be necessary or advisable.
4. Non-Transferability of This Option. This Option may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, except
in the event of the death of the Optionee, by will or the laws of descent and
distribution or (in the event that this Option is a Non-Qualified Stock Option)
pursuant to a qualified domestic relations order, as described in the Plan, to
the extent provided in Section 5 below. Except as provided herein, this Option
is exercisable during the Optionee's lifetime only by the Optionee. The
provisions of this Option shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto, the successors and assigns of the
Corporation and any person to whom this Option is transferred by will or by the
laws of descent and distribution or (in the event that this Option is a
Non-Qualified Stock Option) pursuant to a qualified domestic relations order,
as described in the Plan.
5. Termination of Continuous Service or Death of the Optionee. Except as
provided in this Section 5 and notwithstanding any other provision of this
Option to the contrary, this Option
ISO-2
<PAGE> 10
shall not be exercisable unless the Optionee, at the time of exercise of this
Option, has maintained "Continuous Service" (as defined in the Plan) since the
Grant Date.
If the Optionee shall cease to maintain Continuous Service for any reason
(including total or partial disability and normal or early retirement but
excluding death and termination of employment by the Corporation or any
Affiliate for cause), the Optionee may, but only within the period of three
months immediately succeeding such cessation of Continuous Service and in no
event after the Expiration Date, exercise this Option to the extent the
Optionee was entitled to exercise this Option at the date of such cessation.
If the Continuous Service of the Optionee is terminated by the Corporation or
Affiliate for cause, all rights under this Option shall expire immediately
upon the giving to the Optionee of notice of such termination.
In the event of the death of the Optionee while in Continuous Service or
during the three-month period referred to in the immediately preceding
paragraph, the person to whom the Option has been transferred by will or by the
laws of descent and distribution or (in the event that this Option is a
Non-Qualified Stock Option) pursuant to a qualified domestic relations order,
as described in the Plan, may, but only to the extent the Optionee was entitled
to exercise this Option immediately prior to his death, exercise this Option at
any time within one year following the death of the Optionee, but in no event
later than ten years from the Grant Date. Following the death of the Optionee,
the Committee may, as an alternative means of settlement of this Option, elect
to pay to the person to whom this Option is transferred by will or by the laws
of descent and distribution or (in the event that this Option is a
Non-Qualified Stock Option) pursuant to a qualified domestic relations order,
as described in the Plan, the amount by which the Market Value (as defined in
the Plan) per share of Common Stock on the date of exercise of this Option
shall exceed the Exercise Price per Option Share, multiplied by the number of
Option Shares with respect to which this Option is properly exercised. Any
such settlement of this Option shall be considered an exercise of this Option
for all purposes.
6. Notice of Sale. The Optionee or any person to whom the Option or the
Option Shares shall have been transferred promptly shall give notice to the
Corporation in the event of the sale or other disposition of Option Shares
within the later of (i) two years from the Grant Date or (ii) one year from the
date of exercise of this Option. Such notice shall specify the number of
Option Shares sold or otherwise disposed of and be directed to the address set
forth in Section 12 below.
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Option and the Exercise Price shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
8. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which does
not result in the outstanding shares of Common Stock being converted into or
exchanged for different securities, cash or other property, or any combination
ISO-3
<PAGE> 11
thereof) pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions contained
in the certificate of incorporation, to receive the appraised or fair value of
their holdings), the Optionee shall, provided the Option has been granted at
least six months prior to such event, have the right (subject to the provisions
of the Plan and the limitations contained herein), thereafter and during the
Exercise Period, to receive upon exercise of this Option an amount equal to
the excess of the Fair Market Value (as defined in the Plan and determined as of
the date of such exercise) of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a share of Common Stock over the Exercise Price, multiplied by the
number of Option Shares with respect to which this Option shall have been
exercised. Such amount may be payable fully in cash, fully in one or more of
the kind or kinds of property payable in such merger, consolidation or
combination, or partly in cash and partly in one or more of such kind or kinds
of property, all in the discretion of the Committee.
9. Change in Control, Tender or Exchange Offer. In the event that the
shareholders of the Corporation shall approve an agreement providing either for
a transaction in which the Corporation will cease to be an independent publicly
owned entity or for a sale or other disposition of all or substantially all the
assets of the Corporation, or if a tender offer or exchange offer for shares of
Common Stock (other than such an offer by the Corporation) is commenced, this
Option shall become exercisable in full upon the happening of such event except
to the extent that it has previously been exercised or otherwise terminated.
10. Stockholder Rights Not Granted by This Option. The Optionee is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
11. Withholding Tax. Upon the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person as is
entitled to exercise this Option to pay to the Corporation the amount of any
taxes which the Corporation or any of its Affiliates is required to withhold
with respect to such Option Shares, or, in lieu thereof, to retain, or sell
without notice, a sufficient number of such shares to cover the amount required
to be withheld or in lieu of any of the foregoing, to withhold a sufficient sum
from the Optionee's compensation payable by the Corporation to satisfy the
Corporation's tax withholding requirements. The Corporation's method of
satisfying its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable federal, state and local law.
12. Notices. All notices hereunder to the Corporation shall be delivered
or mailed to it addressed to the Secretary of the Corporation at 3301 West
Vollmer Road, Flossmoor, Illinois 60422. Any notices hereunder to the Optionee
shall be delivered personally or mailed to the Optionee's address noted below.
Such addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation or to
the Optionee, as the case may be.
ISO-4
<PAGE> 12
13. Plan and Plan Interpretations as Controlling. This Option and the
terms and conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
14. Optionee Service. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service
as an officer or employee, or otherwise impose upon the Corporation or any of
its Affiliates any obligation to employ or accept the services of the Optionee.
15. Optionee Acceptance. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 12 above.
IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK
OPTION AGREEMENT to be executed as of the date first above written.
SUBURBFED FINANCIAL CORP.
By:
-----------------------------------
Daniel P. Ryan, President and Chief
Executive Officer and Chairman of the Board
ACCEPTED:
-----------------------------------
-----------------------------------
(Street Address)
-----------------------------------
(City, State and Zip Code)
ISO-5
<PAGE> 13
SUBURBFED FINANCIAL CORP.
1997 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NQSO NO. ___
This option is granted on _______ __, 199_ (the "Grant Date") by SuburbFed
Financial Corp. (the "Corporation") to ______________________ (the "Optionee"),
in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation hereby grants to
the Optionee an Option (the "Option") to purchase, pursuant to the
Corporation's 1997 Stock Option and Incentive Plan, as the same may be from
time to time amended (the "Plan"), and upon the terms and conditions therein
and hereinafter set forth, an aggregate of ______ shares (the "Option Shares")
of the Common Stock, par value $.01 per share ("Common Stock"), of the
Corporation at the price (the "Exercise Price") of ________ Dollars ($______)
per share. A copy of the Plan as currently in effect, is incorporated herein
by reference and is attached hereto.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on _______ __, 199_ and ending at 5:00 p.m., Flossmoor,
Illinois time, on the date ten years after date of Award under the Plan (the
"Grant Date"), such later time and date being hereinafter referred to as the
"Expiration Date," provided the Optionee has maintained "Continuous Service"
(as defined in the Plan) since the Grant Date. This option shall vest and
become exercisable according to the following schedule:
Amount
of Initial
Date of Vesting Award Vested
--------------- ------------
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement.
2. Method of Exercise of This Option. This Option may be exercised
during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be in
the form prescribed by the committee referred to in Section 3 of the Plan or
its successor (the "Committee") and directed to the address set forth in
Section 11 below. The date of exercise is the date on which such notice is
received by the Corporation. Such notice must be accompanied by payment in
full of the Exercise Price for the Option Shares to be purchased upon such
exercise. Payment shall be made (i) in cash, which may be in the form of a
check, bank draft, or money order payable to the Corporation, or, (ii) if the
Committee shall
NQSO-1
<PAGE> 14
have approved such form of payment, by delivering shares of Common Stock
already owned by the Optionee having a Market Value (as defined in the Plan)
equal to the Exercise Price for the number of Option Shares to be purchased,
or (iii) if the Committee shall have approved such form of payment, a
combination of cash and such shares. Promptly after such payment, subject to
Section 3 below, the Corporation shall issue and deliver to the Optionee or
other person exercising this Option a certificate or certificates representing
the shares of Common Stock so purchased, registered in the name of the Optionee
(or such other person), or, upon request, in the name of the Optionee (or such
other person) and in the name of another jointly with right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall be
conditioned upon the receipt of a representation as to the investment intention
of the Optionee or any other person 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 the Securities Act of 1933, as amended, or any
other federal, state or local securities law or regulation. In requesting any
such representation, it may be provided that such representation shall become
inoperative upon a registration of such shares or other action eliminating the
necessity of such representation under such Securities Act or other securities
law or regulation. The Corporation shall not be required to deliver any shares
upon exercise of this Option prior to (i) the admission of such shares to
listing on any stock exchange or system on which the shares of Common Stock may
then be listed, and (ii) the completion of such registration or other
qualification of such shares under any state or federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
4. Non-Transferability of This Option. This Option may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, except
in the event of the death of the Optionee, by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order, as described
in the Plan, to the extent provided in Section 5 below. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto, the successors and assigns
of the Corporation and any person to whom this Option is transferred by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order, as described in the Plan.
5. Termination of Continuous Service or Death of the Optionee. Except as
provided in this Section 5 and notwithstanding any other provision of this
Option to the contrary, this Option shall not be exercisable unless the
Optionee, at the time of exercise of this Option, has maintained "Continuous
Service" (as defined in the Plan) since the Grant Date.
If the Optionee shall cease to maintain Continuous Service for any reason
(including total or partial disability and normal or early retirement but
excluding death and termination of employment by the Corporation or any
Affiliate for cause), the Optionee may, but only within the period of three
months immediately succeeding such cessation of Continuous Service and in no
event after the Expiration Date, exercise this Option to the extent the
Optionee was entitled to exercise this Option at the date of such cessation.
If the Continuous Service of the Optionee is
NQSO-2
<PAGE> 15
terminated by the Corporation or Affiliate for cause, all rights under this
Option shall expire immediately upon the giving to the Optionee of notice of
such termination.
In the event of the death of the Optionee while in Continuous Service or
during the three-month period referred to in the immediately preceding
paragraph, the person to whom the Option has been transferred by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order, as described in the Plan, may, but only to the extent the Optionee was
entitled to exercise this Option immediately prior to his death, exercise this
Option at any time within one year following the death of the Optionee, but in
no event later than ten years from the Grant Date. Following the death of the
Optionee, the Committee may, as an alternative means of settlement of this
Option, elect to pay to the person to whom this Option is transferred by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order, as described in the Plan, the amount by which the Market Value
(as defined in the Plan) per share of Common Stock on the date of exercise of
this Option shall exceed the Exercise Price per Option Share, multiplied by the
number of Option Shares with respect to which this Option is properly
exercised. Any such settlement of this Option shall be considered an exercise
of this Option for all purposes.
6. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change or any change in the
corporate structure of the Corporation or in the shares of Common Stock, the
number and class of shares covered by this Option and the Exercise Price shall
be appropriately adjusted by the Committee, whose determination shall be
conclusive.
7. Effect of Merger. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which does
not result in the outstanding shares of Common Stock being converted into or
exchanged for different securities, cash or other property, or any combination
thereof) pursuant to a plan or agreement the terms of which are binding upon
all stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate of incorporation, to receive the appraised or fair
value of their holdings), the Optionee shall, provided the Option has been
granted at least six months prior to such event, have the right (subject to the
provisions of the Plan and the limitations contained herein), thereafter and
during the Exercise Period, to receive upon exercise of this Option an amount
equal to the excess of the Fair Market Value (as defined in the Plan and
determined as of the date of such exercise) of the securities, cash or other
property, or combination thereof, receivable upon such merger, consolidation or
combination in respect of a share of Common Stock over the Exercise Price,
multiplied by the number of Option Shares with respect to which this Option
shall have been exercised. Such amount may be payable fully in cash, fully in
one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
NQSO-3
<PAGE> 16
8. Change in Control, Tender or Exchange Offer. In the event that the
shareholders of the Corporation shall approve an agreement providing either for
a transaction in which the Corporation will cease to be an independent publicly
owned entity or for a sale or other disposition of all or substantially all the
assets of the Corporation, or if a tender offer or exchange offer for shares of
Common Stock (other than such an offer by the Corporation) is commenced, this
Option shall become exercisable in full upon the happening of such event except
to the extent that it has previously been exercised or otherwise terminated.
9. Stockholder Rights Not Granted by This Option. The Optionee is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
10. Withholding Tax. Upon the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person as is
entitled to exercise this Option to pay to the Corporation the amount of any
taxes which the Corporation or any of its Affiliates is required to withhold
with respect to such Option Shares, or, in lieu thereof, to retain, or sell
without notice, a sufficient number of such shares to cover the amount required
to be withheld or in lieu of any of the foregoing, to withhold a sufficient sum
from the Optionee's compensation payable by the Corporation to satisfy the
Corporation's tax withholding requirements. The Corporation's method of
satisfying its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable federal, state and local law.
11. Notices. All notices hereunder to the Corporation shall be delivered
or mailed to it addressed to the Secretary of the Corporation at 3301 West
Vollmer Road, Flossmoor, Illinois 60422. Any notices hereunder to the Optionee
shall be delivered personally or mailed to the Optionee's address noted below.
Such addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation or to
the Optionee, as the case may be.
12. Plan and Plan Interpretations as Controlling. This Option and the
terms and conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
13. Optionee Service. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service as
an officer or employee, or otherwise impose upon the Corporation or any of its
Affiliates any obligation to employ or accept the services of the Optionee.
14. Optionee Acceptance. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 11 above.
NQSO-4
<PAGE> 17
IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED
STOCK OPTION AGREEMENT to be executed as of the date first above written.
SUBURBFED FINANCIAL CORP.
By:
-----------------------------------
Daniel P. Ryan, President and Chief
Executive Officer and Chairman of the Board
ACCEPTED:
-----------------------------------
-----------------------------------
(Street Address)
-----------------------------------
(City, State and Zip Code)
NQSO-5
<PAGE> 1
Exhibit 5
September 8, 1997
Board of Directors
SuburbFed Financial Corp.
3301 West Vollmer Road
Flossmoor, Illinois 60422
Members of the Board:
We have acted as counsel to SuburbFed Financial Corp. (the "Corporation")
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 80,000 shares of the
Corporation's Common Stock, $.01 par value per share (the "Common Stock"), to
be offered pursuant to the 1997 Stock Option and Incentive Plan of the
Corporation (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Certificate of Incorporation, Bylaws, resolutions of its
Board of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly authorized.
2. The shares of Common Stock to be offered by the Corporation will be, when
and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
Very truly yours,
/s/SILVER, FREEDMAN & TAFF, L.L.P.
----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE> 1
Exhibit 23.1
September 8, 1997
Board of Directors
SuburbFed Financial Corp.
3301 West Vollmer Road
Flossmoor, Illinois 60422
Members of the Board:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/SILVER, FREEDMAN & TAFF, L.L.P.
----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE> 1
Exhibit 23.2
COBITZ, VANDENBERG & FENNESSY
Board of Directors
SuburbFed Financial Corp.
3301 West Vollmer Road
Flossmoor, Illinois 60422
Members of the Board:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 7,
1997 included in SuburbFed Financial Corp.'s Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/COBITZ, VANDENBERG & FENNESSY
--------------------------------
COBITZ, VANDENBERG & FENNESSY
September 8, 1997
Hickory Hills, Illinois
