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Registration No. 333-_____________
As filed with the Securities and Exchange Commission on September 30, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ARGO BANCORP, INC.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 36-3620612
(State of Incorporation) (IRS Employer Identification No.)
7600 W. 63RD STREET
SUMMIT, ILLINOIS 60501-1812
(Address of Principal Executive Offices)
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ARGO BANCORP, INC.
1996 MANAGEMENT RECOGNITION AND RETENTION PLAN
(Full Title of the Plan)
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John G. Yedinak Copies to:
Chairman of the Board, President and Mary M. Sjoquist
Chief Executive Officer Muldoon, Murphy & Faucette
Argo Bancorp, Inc. 5101 Wisconsin Avenue, N.W.
7600 W. 63rd Street Washington, D.C. 20016
Summit, Illinois 60501 (202) 362-0840
(708) 496-6010
(Name, Address and Telephone
Number of Agent for Service)
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended, check the following box. |X|
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
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Common 12,500 shares(1) $28.75(2) $359,375(2) $123.92(3)
Stock,
$.01 par value
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plan as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock pursuant to 17 C.F.R. Section
230.416(a). Includes the resale of securities received by grant from an
employee benefit plan.
(2) Estimated or calculated on the basis of the average of high and low sales
price reported on the Nasdaq Over the Counter Market for September 27, 1996
pursuant to 17 C.F.R. Section 230.457(c).
(3) Determined pursuant to 17 C.F.R. Sections 230.457(c) and (h)(3).
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
Section 230.462.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1 & 2. The documents containing the information for the Argo Bancorp, Inc.
1996 (the "Company") Management Recognition and Retention Plan (the "Plan")
required by Part I of the Registration Statement will be sent or given to the
participants in the Plan as specified by Rule 428(b)(1). Such document is not
filed with the Securities and Exchange Commission (the "SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated by
reference in this Registration Statement:
a) The Registrant's Annual Report on Form 10-KSB (SEC File No. 0-19829) for
the fiscal year ended December 31, 1995, which includes the consolidated
statements of financial condition of the Registrant and subsidiaries as of
December 31, 1995 and 1994 and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three year period ended December 31, 1995, together with the report of KPMG Peat
Marwick LLP, independent certified public accountants (dated March 1, 1996).
b) The Registrant's Form 10-QSB (SEC File No. 0-19829) for the quarterly
period ended March 31, 1996, which includes the consolidated statements of
financial condition of Argo Bancorp, Inc. and subsidiaries as of March 31, 1996
(unaudited) and December 31, 1995 and the related unaudited consolidated
statements of income, stockholders' equity and cash flows for the three month
period ended March 31, 1996 and 1995, which was filed with the SEC on May 10,
1996.
c) The Registrant's Form 10-QSB (SEC File No. 0-19829) for the quarterly
period ended June 30, 1996, which includes the consolidated statements of
financial condition of Argo Bancorp, Inc. and subsidiaries as of June 30, 1996
(unaudited) and December 31, 1995 and the related unaudited consolidated
statements of income, stockholders' equity and cash flows for the three and six
months ended June 30, 1996 and 1995, which was filed with the SEC on August 2,
1996.
d) The description of the Common Stock of the Registrant contained in the
Registration Statement on Form S-1, and amendments thereto, (SEC File No.
33-45222), initially filed by the Registrant under the Securities Act with the
SEC on January 28, 1992 and incorporated by reference to the Registration
Statement on Form 8-A (SEC File No. 0-19829), filed by the Registrant under the
Exchange Act.
e) All documents filed by the Registrant pursuant to Sections 13(a) and (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.
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Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by 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 other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein, 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended, provided any
such amendment provides broader indemnification than currently exists.
The terms of the indemnification are set forth in the Registrant's
Certificate of Incorporation. The indemnification applies unless the officer or
director did not meet the standards of conduct which make it permissible under
the general corporation law of Delaware for the Registrant to indemnify the
officer or director for the amount claimed, but the burden of proving such
defense is on the Registrant.
The Registrant is also permitted under the Certificate of Incorporation to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers' liability and corporation
reimbursement policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Registrant against loss arising from
certain claims made against them by reason of their being such directors or
officers; and (ii) insures the Registrant against loss which it may be required
or permitted to pay as indemnification to its directors and officers for certain
claims.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant,
the Registrant has been informed that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
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ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with this Registration Statement on Form S-8
(numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
4.1 Stock Certificate of Argo Bancorp, Inc. filed as Exhibit 4.0 to the
Company's Registration Statement on Form S-1, filed with the SEC on
January 28, 1992 (SEC File No. 33-45222) and incorporated herein by
reference.
4.2 Certificate of Incorporation of Argo Bancorp, Inc. filed as Exhibit 3
to the Company's Registration Statement on Form S-1, filed with the SEC
on January 28, 1992 (SEC File No. 33-45222) and incorporated herein by
reference.
4.3 Bylaws of Argo Bancorp, Inc. filed as Exhibit 3 to the Company's
Registration Statement on Form S-1, filed with the SEC on January 28,
1992 (SEC File No. 33-45222) and incorporated herein by reference.
10.0 Argo Bancorp, Inc. 1996 Management Recognition and Retention Plan.
23.1 Consent of KPMG Peat Marwick LLP.
24.0 Power of Attorney (located in the signature pages).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) to include any
material information with respect to the plans of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement unless the information required by
(i) and (ii) is contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
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2. That, for the purpose of determining any liability under the
Securities Act, 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 each Plan; and
4. 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 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.
5. 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 Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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CONFORMED
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Argo Bancorp, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Summit, State of Illinois, on the 24th day of
September, 1996.
Argo Bancorp, Inc.
By: /s/ John G. Yedinak
---------------------------------
John G. Yedinak
President and Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints John G. Yedinak to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name Title Date
---- ----- ----
/s/ John G. Yedinak Chairman of the Board, September 24, 1996
- ------------------------ President and Chief
John G. Yedinak Executive Officer
/s/ Sergio Martinucci Director September 24, 1996
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Sergio Martinucci
/s/ Charles E. Shomo IV Director September 24, 1996
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Charles E. Shomo IV
/s/ Richard B. Duffner Director September 24, 1996
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Richard B. Duffner
/s/ Donald G. Wittmer Director September 24, 1996
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Donald G. Wittmer
/s/ Frances M. Pitts Executive Vice President, September 24, 1996
- ------------------------ Secretary and Director
Frances M. Pitts
/s/ Carol J. Delgado Senior Vice President and September 24, 1996
- ------------------------ Chief Financial Officer
Carol S. Delgado (principal financial and
accounting officer)
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EXHIBIT INDEX
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Exhibit Method of
No. Description Filing/Location
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4.1 Stock Certificate of Argo Incorporated by reference
Bancorp, Inc. to Exhibit 4.0 of the
Company's Registration
Statement on Form S-1,
filed with the SEC on
January 28, 1992 (SEC
File No. 33-45222).
4.2 Certificate of Incorporation of Incorporated by reference
Argo Bancorp, Inc. to Exhibit 3 of the
Company's Registration
Statement on Form S-1,
filed with the SEC on
January 28, 1992 (SEC
File No. 33-45222).
4.3 Bylaws of Argo Bancorp, Inc. Incorporated by reference
to Exhibit 3 of the
Company's Registration
Statement on Form S-1,
filed with the SEC on
January 28, 1992 (SEC
File No. 33-45222).
10.0 Argo Bancorp, Inc. 1996 Filed herewith.
Management and Retention
Plan
23.1 Consent of KPMG Peat Filed herewith.
Marwick LLP
24.0 Power of Attorney Located in the Signature
Page.
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EXHIBIT 10.0
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ARGO BANCORP, INC.
1996 MANAGEMENT RECOGNITION AND RETENTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
1.01 Argo Bancorp, inc. hereby establishes the 1996 Management Recognition
and Retention Plan (the "Plan") upon the terms and conditions hereinafter stated
in this Management Recognition and Retention Plan.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to retain Executive Officers and Employees
of experience and ability by providing such persons with a proprietary interest
in the Company as compensation for their contributions to the Company and its
Affiliates, as an incentive to make such contributions and to promote the
Company's growth and profitability in the future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01 "Affiliate" means (i) a member of a controlled group of corporations
of which the Company is a member or (ii) an unincorporated trade or business
which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder. For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).
3.02 "Bank" means Argo Federal Savings Bank, F.S.B..
3.03 "Beneficiary" means the person or persons designated by a Recipient
to receive any benefits payable under the Plan in the event of such Recipient's
death. Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any
or if none, his estate.
3.04 "Board" means the Board of Directors of the Company.
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3.05 "Committee" means a committee consisting of the entire Board of
Directors or consisting solely of two or more members of the Board of Directors
who are defined as Non- Employee Directors as such term is defined under Rule
16b-3(b)(3)(i) under the Exchange Act as promulgated by the Securities and
Exchange Commission, which committee shall be responsible for administering this
Plan.
3.06 "Common Stock" means shares of the common stock, $.01 par value per
share, of the Company.
3.07 "Company" shall mean Argo Bancorp, Inc.
3.08 "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Recipient to perform the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board must advise the Committee that it is either not possible to
determine when such Disability will terminate or that it appears probable that
such Disability will be permanent during the remainder of said participant's
lifetime.
3.09 "Employee" means any person who is currently employed by the Company
or an Affiliate, including officers.
3.10 "Plan Share Award" means a right granted under this Plan to earn Plan
Shares.
3.11 "Plan Shares" means shares of Common Stock issued or issuable to a
Recipient pursuant to the Plan.
3.12 "Plan Share Reserve" means the shares of Common Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.
3.13 "Recipient" means an Employee who receives a Plan Share Award under
the Plan.
3.14 "Retirement" with respect to a Recipient means termination of
employment which constitutes retirement under any tax qualified plan maintained
by the Company or by reaching age 65. However, "retirement" will not be deemed
to have occurred if a Participant continues to serve on the Board of Directors
of the Company or an Affiliate of the Company.
3.15 "Trust" means a trust established by the Board in connection with
this Plan to hold Plan assets for the purposes set forth herein.
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ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 Role of the Committee. The Plan shall be administered and interpreted
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by the Committee, which shall have all of the powers allocated to it in this and
other Sections of the Plan. The interpretation and construction by the Committee
of any provisions of the Plan or of any Plan Share Award granted hereunder shall
be final and binding. The Committee shall act by vote or written consent of a
majority of its members. Subject to the express provisions and limitations of
the Plan, the Committee may adopt such rules, regulations and procedures as it
deems appropriate for the conduct of its affairs. The Committee shall report its
actions and decisions with respect to the Plan to the Board at appropriate
times, but in no event less than one time per calendar year.
4.02 Limitation on Liability. No member of the Board or the Committee
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shall be liable for any determination made in good faith with respect to the
Plan or any Plan Shares or Plan Share Awards granted under it. If a member of
the Board or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Company
shall indemnify such member against expense (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Company and its Affiliates and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
ARTICLE V
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 Amount and Timing of Contributions. At the Effective Date and
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thereafter as necessary, the Company shall contribute to the Trust an amount
sufficient to purchase 12,500 shares of Common Stock. No contributions by
Employees shall be permitted.
5.02 Investment of Trust Assets; Creation of Plan Share Reserve. The
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Trust's assets may be invested exclusively in Common Stock. Shares of stock held
in the Trust shall constitute the "Plan Share Reserve." Any earnings received
with respect to Common Stock held in the Plan Share Reserve (and earnings on
such earnings) shall be held in an interest bearing account. Any earnings
received with respect to Common Stock subject to a Plan Share Award (and
earnings on such earnings) shall be held in an interest bearing account on
behalf of the individual Recipient.
5.03 Effect of Allocations and Forfeitures Upon Plan Share Reserves.
--------------------------------------------------------------
Upon the allocation of Plan Share Awards under Section 6.02, or the decision of
the Committee to sell Plan Shares and return the proceeds to the Company, the
Plan Share Reserve shall be reduced by the number of Plan Shares subject to the
Plan Share Awards so allocated or sold. Any
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Plan Shares subject to a Plan Share Award which may not be earned because of a
forfeiture by the Recipient pursuant to Section 7.01 shall be returned (added)
to the Plan Share Reserve.
ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 Eligibility. Employees of the Company and its Affiliates are
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eligible to receive Plan Share Awards.
6.02 Allocations.
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(a) The Committee may determine which of the Executive Officers and
Employees referenced in Section 6.01 above shall be granted Plan Share Awards,
the number of shares covered by each Award and the manner in which Plan shares
shall be earned (vested) under each award; provided, however, that all Plan
Share Awards shall be made in lots divisible by five (5).
(b) Notwithstanding anything contained herein to the contrary, the number
of Plan Shares covered by Plan Share Awards may not exceed the number of Plan
Shares in the Plan Share Reserve immediately prior to the grant of such Plan
Share Awards, and provided further, that in no event shall any Plan Share Awards
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be made which will violate the Charter or Bylaws of the Company or any
applicable federal or state law or regulation. In the event Plan Shares are
forfeited for any reason, such shares shall be returned to and remain in the
Plan Share Reserve until used to satisfy subsequent Plan Share Awards or until
the termination of the Plan.
6.03 Form of Allocation. As promptly as practicable after a determination
------------------
is made pursuant to Section 6.02 that a Plan Share Award has been granted, the
recipient shall be notified in writing of the grant of a Plan Share Award. Such
notice shall include the number of Plan Shares covered by the Plan Share Award,
and the terms upon which the Plan Shares subject to the Plan Share Award may be
earned. The date on which the Committee so notifies the Recipient shall be
considered the date of grant of the Plan Share Award. The Committee shall
maintain records as to all grants of Plan Share Awards under the Plan.
6.04 Allocations Not Required. Notwithstanding anything to the contrary in
------------------------
Sections 6.01 and 6.02, no Employee shall have any right or entitlement to
receive a Plan Share Award hereunder, such Plan Share Awards being at the total
discretion of the Committee, nor shall the Executive Officers or the salaried
Employees as a group have such a right. The Committee may, with the approval of
the Board (or, if so directed by the Board, may) direct the Trustee to sell all
Common Stock in the Plan Share Reserve and return the proceeds from such sale to
the Company at any time. The Company shall have the right of first refusal upon
the sale of any Common Stock by the Trustee.
ARTICLE VII
EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
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7.01 Earning Plan Shares; Forfeitures.
--------------------------------
(a) General Rules. Unless the Committee shall specifically state
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to the contrary at the time a Plan Share Award is granted, Plan Shares subject
to an Award shall be earned annually by a Recipient at the rate of twenty
percent (20%) of the aggregate number of Shares covered by the Award beginning
on the date that is six months after the date of grant and thereafter on each
succeeding anniversary of the date Plan Shares first were earned under the Plan
Share Award. Notwithstanding the foregoing, the Committee may provide for a
less or more rapid earnings rate than that set forth herein. If the employment
of a Recipient is terminated prior to the time the Plan Share Award is
completely earned for any reason (except as specifically provided in
Subsections (b), (c) or (e) below), the Recipient shall forfeit the right to
earn any Shares subject to the Award which have not theretofore been earned.
In determining the number of Plan Shares which are earned, fractional
shares shall be rounded down to the nearest whole number, provided that such
fractional shares shall be aggregated and earned, on the last anniversary in
which the Plan Share Award vests.
(b) Exception for Terminations Due to Death or Disability.
-----------------------------------------------------
Notwithstanding the general rule contained in Section 7.01(a) above, all Plan
Shares subject to a Plan Share Award held by a Recipient whose employment with
the Company or an Affiliate terminates due to death or Disability, shall be
deemed earned as of the Recipient's last day of employment with the Company or
an Affiliate. Provided, however, that if the Recipient's last day of employment
terminates due to Disability within one year of the date of Conversion, the
shares earned by the Recipient may not be disposed of by the Recipient during
the one-year period following the Conversion.
(c) Exception for Terminations After a Change in Control.
----------------------------------------------------
Notwithstanding the general rule contained in Section 7.01(a) above, all Plan
Shares subject to a Plan Share Award held by a Recipient whose employment with
the Company or an Affiliate terminates following a change in control of the Bank
or Company, shall be deemed earned as of the Recipient's last day of employment
with the Company or an Affiliate. For purposes of this Plan, a "Change in
Control" of the Bank or Company shall mean an event of a nature that; (i) would
be required to be reported in response to Item 1 of the current report on Form
8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
Change in Control of the Bank or the Company within the meaning of the Home
Owners' Loan Act of 1933, as amended, and the Rules and Regulations promulgated
by the Office of Thrift Supervision ("OTS") (or its predecessor agency), as in
effect on the date hereof (provided, that in applying the definition of change
in control as set forth under the rules and regulations of the OTS, the Board
shall substitute its judgment for that of the OTS); or (iii) without limitation
such a Change in Control shall be deemed to have occurred at such time as (A)
any "person" (as the term is used in Sections 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 the Company
representing 20% or more of the Bank's or the Company's outstanding securities
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except for any securities of the Bank purchased by the Company in connection
with the conversion of the Bank to the stock form and any securities purchased
by any tax-qualified employee benefit plan of the Association; or (B)
individuals who constitute the Board on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person 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 the Company's stockholders
was approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (B), considered as though he were a member
of the Incumbent Board; or (C) a plan of reorganization, merger, consolidation,
sale of all or substantially all the assets of the Bank or the Company or
similar transaction occurs in which the Bank or Company is not the resulting
entity; or (D) a solicitation of shareholders of the Company, by someone other
than the current management of the Company, seeking stockholder approval of a
plan of reorganization, merger or consolidation of the Company or Bank or
similar transaction with one or more corporations as a result of which the
outstanding shares of the class of securities then subject to the plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Bank or the Company shall be distributed; or (E) a tender
offer is made for 20% or more of the voting securities of the Company.
(d) Revocation for Misconduct. Notwithstanding anything herein to
-------------------------
the contrary, the Committee may by resolution immediately revoke, rescind and
terminate any Plan Share Award, or portion thereof, previously awarded under
this Plan, to the extent Plan Shares have not been delivered thereunder to the
Recipient, whether or not yet earned, in the case of an Employee who is
discharged from the Company or an Affiliate for cause (as hereinafter defined),
or who is discovered after termination of employment or service to have engaged
in conduct that would have justified termination for cause. "Cause" is defined
as intentional failure to perform stated duties, breach of a fiduciary duty
involving personal dishonesty, or a willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) which results in
a material loss to the Company or a final cease-and-desist order. For purposes
of this definition, no act, or failure to act, on the Employee's part, shall be
"willful" unless done, or omitted to be done, not in good faith and without
reasonable belief that the action or omission was in the best interest of the
Company or its Affiliates. Notwithstanding the foregoing, the Employee shall not
be deemed to have been terminated for Cause unless and until there shall have
been delivered to him a copy of a resolution duly adopted by the affirmative
vote of not less than three-fourths of the numbers of the Board of Directors at
a meeting of the board called and held for that purpose (after reasonable notice
to the Employee and an opportunity for him, together with counsel, to be heard
before the Board), finding that in the good faith opinion of the Board, the
Employee was guilty of conduct justifying termination for Cause and specifying
the particulars thereof in detail. The Employee shall not have the right to
receive compensation or other benefits for any period after termination for
Cause.
(e) Exception for Retirement. Notwithstanding the general rule
------------------------
contained in Section 7.01(a) above, all Plan Shares subject to a Plan Share
Award held by a Recipient whose employment with the Company or an Affiliate
terminates due to Retirement and who,
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as of the Recipient's last day of employment with the Company or Affiliate, is a
director of the Company or an Affiliate shall not be forfeited and shall
continue to be earned as provided by Section 7.01(a); provided, however, that
any unearned Plan Shares shall be forfeited upon such Recipient's termination of
services as a director of the Company or any Affiliate. Plan Shares earned
pursuant to this subsection shall be otherwise subject to the provisions of this
Plan.
7.02 Accrual of Dividends. Whenever Plan Shares are paid to a Recipient or
--------------------
Beneficiary under Section 7.03, such Recipient or Beneficiary shall also be
entitled to receive, with respect to each Plan Share paid, an amount
attributable to any cash dividends and a number of shares of Common Stock equal
to any stock dividends declared and paid with respect to a share of Common Stock
between the date the relevant Plan Share Award was granted and the date the Plan
Shares are being distributed. There shall also be distributed an appropriate
amount of net earnings, if any, of the Trust with respect to any dividends so
paid out.
7.03 Tax Benefit Payment. Whenever Plan Shares and dividends (if
-------------------
applicable) are paid to a Recipient or Beneficiary under Section 7.03, such
Recipient or Beneficiary shall also be entitled to receive, with respect to each
Plan Share paid a Tax Benefit Payment of cash equal to the federal and state
income tax payable by the Recipient or Beneficiary with respect to such
distribution of Plan Shares and dividends.
7.04 Distribution of Plan Shares.
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(a) Timing of Distributions: General Rule. Plan Shares,
--------------------------------------
dividends and Tax Benefit Payments shall be distributed to the Recipient or his
Beneficiary, as the case may be, as soon as practicable after the Plan Shares
have been earned.
(b) Form of Distribution. All Plan Shares, together with any shares
--------------------
representing stock dividends, shall be distributed in the form of Common Stock.
One share of Common Stock shall be given for each Plan Share earned and payable.
Payments representing accumulated dividends (and earnings thereon, if any) and
Tax Benefit Payments shall be made in cash or Common Stock.
(c) Withholding. Awards under this Plan shall be subject to tax
-----------
withholding to the extent required by any governmental authority. Any
withholding shall comply with Rule 16b-3 or any amendment or successive rule.
Shares of Common Stock withheld to pay for tax withholding amounts shall be
valued at their Fair Market Value on the date the Award is deemed taxable to the
Recipient.
7.05 Voting of Plan Shares. After a Plan Share Award has been granted, the
---------------------
Recipient shall be entitled to direct the Trustee as to the voting of the Plan
Shares which are covered by the Plan Share Award and which have not yet been
earned and distributed to him pursuant to Section 7.04, subject to rules and
procedures adopted by the Committee for this
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purpose. All shares of Common Stock held by the Trust as to which Recipients are
not entitled to direct, or have not directed, the voting, shall be voted by the
Trustee in the same proportion as Plan Shares which have been awarded and voted.
ARTICLE VIII
MISCELLANEOUS
8.01 Adjustments for Capital Changes. In the event of any change in the
-------------------------------
outstanding shares of Common Stock of the Company by reason of any stock
dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares effected without receipt or
payment of consideration by the Company, the Committee shall adjust the
aggregate number of Plan Shares available for issuance pursuant to the Plan and
shall adjust the number of shares to which any Plan Share Award relates to
prevent dilution or enlargement of the rights granted to the Recipient under the
Plan.
8.02 The Committee may at any time, and from time to time, modify or amend
the Plan in any respect. Notwithstanding the preceding, no such termination,
modification or amendment may affect the rights of a Recipient under an
outstanding Award.
8.03 Nontransferable. Plan Share Awards and rights to Plan Shares shall
---------------
not be transferable by a Recipient, and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to the Recipient who was notified in
writing of the Award by the Committee pursuant to Section 6.03.
8.04 Employment Rights. Neither the Plan nor any grant of a Plan Share
-----------------
Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right on the
part of any Executive Officer or Employee to continue in the employ of the
Company or an Affiliate thereof, or the Company.
8.05 Voting and Dividend Rights. No Recipient shall have any voting or
--------------------------
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Sections 7.02 and
7.04 above, prior to the time said Plan Shares are actually distributed to him
or her.
8.06 Governing Law. The Plan and Trust shall be governed by the laws of
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the State of Delaware to the extent not pre-empted by the laws of the United
States.
8.07 Term of Plan. This Plan shall remain in effect until the earlier of
------------
(1) 21 years from the Effective Date, (2) termination by the Board, or (3) the
distribution of all assets of the Trust. Termination of the Plan shall not
affect any Plan Share Awards previously granted, and such Awards shall remain
valid and in effect until they have been earned and paid, or by their terms
expire or are forfeited.
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IN WITNESS WHEREOF, the Company has established this Plan to be executed
by its duly authorized executive officer and the corporate seal to be affixed
and duly attested, effective as of the 27th day of August, 1996.
By:
/s/ Frances M. Pitts
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Secretary
Argo Bancorp, Inc.
Attest:
/s/ Carol J. Delgado, Sr. VP
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the Registration Statement on
Form S-8 of Argo Bancorp, Inc. of our report dated March 1, 1996 relating to
the consolidated statements of financial condition of Argo Bancorp, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, which report appears in
the December 31, 1995 annual report on Form 10-KSB of Argo Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
September 25, 1996
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Chicago, Illinois
