<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1996
Registration No. 333-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
IMPERIAL CREDIT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
California 6162 95-4054791
(State of Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
23550 Hawthorne Boulevard
Building #1, Suite 110
Torrance, CA 90505
(Address of Principal Executive Offices)
1996 STOCK OPTION, DEFERRED STOCK AND RESTRICTED STOCK PLAN
(Full Title of the Plan)
H. Wayne Snavely
President
Imperial Credit Industries, Inc.
Building #1, Suite 110
Torrance, CA 90505
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas J. Poletti, Esq.
Susan B. Kalman, Esq.
Freshman, Marantz, Orlanski, Cooper & Klein
9100 Wilshire Boulevard, 8-East
Telephone (310) 273-1870, Telecopy: (310) 274-8357
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, check the following box. [ X ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Amount to be Price per Offering Registration
Title of Securities to be Registered Registered Share(1) Price(1) Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
Common Stock, no par value 994,900 shares $36.25(2) $36,065,125 $12,436.25
- ---------------------------------------------------------------------------------------------------------
Common Stock, no par value 460,100 shares $27.37 $12,592,937 $ 4,342.39
- ---------------------------------------------------------------------------------------------------------
Common Stock, no par value 30,000 shares $32.82 $ 986,100 $ 340.03
- ---------------------------------------------------------------------------------------------------------
Common Stock, no par value 10,000 shares $30.87 $ 308,700 $ 106.44
- ---------------------------------------------------------------------------------------------------------
Common Stock, no par value 5,000 shares $30.62 $ 153,100 $ 52.79
- ---------------------------------------------------------------------------------------------------------
Total $17,277.90
- ---------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h)(1).
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are
being separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1).
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in paragraphs (a) through (c) below are
hereby incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereto from the date of filing of such documents.
(a) The Registrant's latest Annual Report on Form 10-K.
(b) All other reports filed by Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the above-referenced annual Report.
(c) The section of the Registrant's Registration Statement on
Form S-1 (File No. 33-45606), entitled "Description of Securities," and
Amendments Nos. 1, 2 and 3, filed with the SEC on February 10, 1992, on April
20, 1992, May 7, 1992, and May 18, 1992, respectively.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the "CGCL")
authorizes a court to award, or a corporation's Board of Directors to grant
indemnity to directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article 6 of the Registrant's Articles of
Incorporation (incorporated by reference as Exhibit 3.1 to the Registration
Statement) and Article XI of the Registrant's Bylaws (incorporated by reference
as Exhibit 3.2 to the Registration Statement) provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, the Registrant has entered
into Indemnification Agreements (incorporated by reference as Exhibit 10.1 to
the Registration Statement) with its officers and directors. Pursuant to these
indemnification agreements, the Registrant is in certain circumstances permitted
to indemnify its directors and officers against certain expenses (including
attorneys' fees), judgements, fines, settlements and other amounts actually and
reasonably incurred in connection with threatened, pending or completed civil,
criminal, administrative or investigative actions, suits or proceedings (other
than an action by or in the right of the Registrant), in which such persons were
or are parties, or are threatened to be made parties, by reason of the fact that
they were or are directors or officers of the Registrant, if such persons acted
in good faith and in a manner they reasonably believed to be in the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
addition, the Registrant is in certain circumstances permitted to
3
<PAGE>
indemnify its directors and officers against certain expenses incurred in
connection with the defense or settlement of a threatened, pending or completed
action by or in the right of the Registrant, and against amounts paid in
settlement of any such action, if such persons acted in good faith and in a
manner they believed to be in the best interests of the Registrant and its
shareholders provided that the specified court approval is obtained.
As permitted by Section 317 of the CGCL, the Articles of
Incorporation and By-Laws of the Registrant provide that the Registrant is
authorized to provide indemnification for its directors and officers for breach
of their duty to the Registrant and its shareholders through bylaw provisions or
through agreements with the directors and officers, or both, in excess of the
indemnification otherwise permitted by Section 317 of the CGCL. The Registrant's
By-laws provide for indemnification of its directors and officers to the maximum
extent permitted by Section 317 of the CGCL. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
The Articles of Incorporation of the Registrant provide that the
personal liability of the directors of the Registrant for monetary damages shall
be eliminated to the fullest extent permissible under California law. Under
Section 204(a)(10) of the CGCL, the personal liability of a director for
monetary damages in an action brought by or in the right of the corporation for
breach of the director's duty to the corporation may be eliminated, except for
the liability of a director resulting from (i) acts or omissions involving
intentional misconduct or the absence of good faith, (ii) any transaction from
which a director derived an improper personal benefit, (iii) acts or omissions
showing a reckless disregard for the director's duty, (iv) acts or omissions
constituting an unexcused pattern of inattention to the director's duty or (v)
the making of an illegal distribution to shareholders or an illegal loan or
guaranty.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Numbers
-------
4.1 1996 Stock Option, Deferred Stock and Restricted Stock
Plan.
4.2 Form of Stock Option Agreement.
5 Opinion of Freshman, Marantz, Orlanski, Cooper &
Klein.
23.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein
(included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (included on signature page of
Registration Statement).
27 Financial Data Schedule.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
4
<PAGE>
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
---------
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
---------
Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions referenced
in Item 6 of this Registration Statement 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 Securities 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 hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
5
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, "hereunto duly
authorized, in the City of Torrance, State of California, on this 27th day of
September, 1996.
IMPERIAL CREDIT INDUSTRIES, INC.
By:/s/ H. WAYNE SNAVELY
-----------------------------------
H. WAYNE SNAVELY
President
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints H. Wayne Snavely and Kevin E.
Villani and each of them, as his or her true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for such person and
in such person's 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 documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his, her or their
substitutes, may lawfully do or cause to done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ H. WAYNE SNAVELY Chairman of the Board, September 27, 1996
- ---------------------------------- President and Chief
H. WAYNE SNAVELY Executive Officer
/s/ STEPHEN J. SHUGERMAN President of SPTL and a September 27, 1996
- ---------------------------------- Director
STEPHEN J. SHUGERMAN
/s/ KEVIN E VILLANI Executive Vice President September 27, 1996
- ---------------------------------- and Chief Financial Officer
KEVIN E. VILLANI
/s/ JOSEPH R. TOMKINSON Director September 27, 1996
- ----------------------------------
JOSEPH R. TOMKINSON
/s/ ROBERT S. MUEHLENBECK Director September 27, 1996
- ----------------------------------
ROBERT S. MUEHLENBECK
- ---------------------------------- Director September __, 1996
G. LOUIS GRAZIADIO, III
/s/ PERRY A. LERNER Director September 27, 1996
- ----------------------------------
PERRY A. LERNER
/s/ JAMES CLAYBURN LAFORCE, JR. Director September 27, 1996
- ----------------------------------
JAMES CLAYBURN LAFORCE, JR.
</TABLE>
6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Numbers Description
- ------- -----------
4.1 1996 Stock Option, Deferred Stock and Restricted Stock Plan.
4.2 Form of Stock Option Agreement.
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein.
23.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein
(included in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on signature page of
Registration Statement).
7
<PAGE>
EXHIBIT 4.1
IMPERIAL CREDIT INDUSTRIES, INC.
1996 STOCK OPTION, DEFERRED STOCK
AND
RESTRICTED STOCK PLAN
SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
------------------------------------
(a) This plan is intended to implement and govern the Stock Option,
Deferred Stock and Restricted Stock Plan (the "Plan") of Imperial Credit
Industries, Inc., a California corporation (the "Company"). The Plan was
adopted by the Board on June 21, 1996, subject to the approval of the Company's
shareholders. The purpose of the Plan is to enable the Company and its
Subsidiaries, to obtain and retain competent personnel who will contribute to
the Company's success by their ability, ingenuity and industry, and to provide
incentives to such personnel and members that are linked directly to increases
in shareholder value, and will therefore, inure to the benefit of all
shareholders of the Company.
(b) For purposes of the Plan, the following terms shall be defined as set
forth below:
(1) "Award" means any award of Deferred Stock, Restricted Stock, Stock
-----
Appreciation Right or Stock Option.
(2) "Board" means the Board of Directors of the Company.
-----
(3) "Code" means the Internal Revenue Code of 1986, as amended from time to
----
time, or any successor thereto.
(4) "Committee" means the Compensation Committee of the Board plus such
---------
additional directors of the Company as the Board shall designate.
(5) "Company" means Imperial Credit Industries, Inc., a California
-------
corporation organized under the laws of the State of California (or any
successor corporation).
(6) "Deferred Stock" means an award made pursuant to Section 7 below of the
--------------
right to receive Stock at the end of a specified deferral period.
(7) "Disability" means permanent and total disability as determined under
----------
the Company's disability program or policy.
(8) "Effective Date" shall mean the date provided pursuant to Section 15.
--------------
1
<PAGE>
(9) "Eligible Employee" means an employee of the Company or any Subsidiary
-----------------
eligible to participate in the Plan pursuant to Section 4.
(10) "Fair Market Value" means, as of any given date, with respect to any
-----------------
Awards granted hereunder, at the discretion of the Committee and subject to such
limitations as the Committee may impose, (A) the closing sale price of the Stock
on such date as reported in the Western Edition of the Wall Street Journal
Composite Tape or (B) the average on such date of the closing price of the Stock
on each day on which the Stock is traded over a period of up to 20 trading days
immediately prior to such date or (C) if on the date for which current fair
market value is to be determined the Stock is not listed on any securities
exchange or quoted in the NASDAQ System or over-the-counter market, the current
fair market value of the Stock shall be the highest price per share which the
Company could then obtain from a willing buyer (not a current employee or
director) for shares of the Stock sold by the Company, from authorized but
unissued shares, as determined in good faith by the Board.
(11) "Incentive Stock Option" means any Stock option intended to be
----------------------
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
(12) "Non-Qualified Stock Option" means any Stock Option that is not an
--------------------------
Incentive Stock Option, including any Stock Option that provides (as of the time
such option is granted) that it will not be treated as an Incentive Stock
Option.
(13) "Parent Corporation" means any corporation (other than the Company) in
------------------
an unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
combined voting power of all classes of stock in one of the other corporations
in the chain.
(14) "Participant" means any Eligible Employee selected by the Committee,
-----------
pursuant to the Committee's authority in Section 2 below, to receive grants of
Stock Options or Awards or any combination of the foregoing.
(15) "Restricted Period" means the period set by the Committee as it
-----------------
pertains to Deferred Stock or Restricted Stock awards pursuant to Section 7.
(16) "Restricted Stock" means an award of shares of Stock that is subject
----------------
to restrictions under Section 7 that will lapse with the passage of time or upon
the attainment of performance objectives.
(17) "Stock" means the Common Stock, no par value per share, of the
-----
Company.
2
<PAGE>
(18) "Stock Appreciation Right" means the right pursuant to an award
------------------------
granted under Section 6 below to receive an amount equal to the difference
between (i) the Fair Market Value, as of the date such Stock Appreciation Right
or portion thereof is surrendered, of the shares of Stock covered by such right
or such portion thereof and (ii) the aggregate exercise price of such right or
such portion thereof.
(19) "Stock Option" means any option to purchase shares of Stock granted
------------
pursuant to Section 5.
(20) "Subsidiary" means any corporation (other than the Company) in an
----------
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
SECTION 2. ADMINISTRATION.
(a) The Plan shall be administered by the Committee which shall be
appointed by the Board and which shall serve at the pleasure of the Board.
(b) The Committee shall have the power and authority to grant to Eligible
Employees, pursuant to the terms of the Plan: (A) Stock Options, (B) Stock
Appreciation Rights, (C) Deferred Stock, (D) Restricted Stock, or (E) any
combination of the foregoing.
In particular, the Committee shall have the authority;
(1) to select those employees of the Company or its Subsidiaries who are
Eligible Employees;
(2) to determine whether and to what extent Stock Options, Stock
Appreciation Rights, Deferred Stock, Restricted Stock or a combination of the
foregoing, are to be granted to Eligible Employees hereunder;
(3) to determine the number of shares of Stock to be covered by each such
Award;
(4) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any such Award including, but not limited to, (x) the restricted
period applicable to Deferred Stock or Restricted Stock awards, (y) the date or
dates on which restrictions applicable to such Deferred Stock or Restricted
Stock shall lapse during such period, and (z) when and in what increments shares
covered by Stock Options may be purchased; and
(5) to determine the terms and conditions, not inconsistent with the terms
of the Plan, which shall govern all
3
<PAGE>
written instruments evidencing the Stock Options, Stock Appreciation Rights,
Deferred Stock, Restricted Stock or any combination of the foregoing.
(c) The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; to interpret the terms and provisions of the
Plan and any Award issued under the Plan; and to otherwise supervise the
administration of the Plan.
(d) All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons, including the Company and its
Subsidiaries and the Participants.
SECTION 3. STOCK SUBJECT TO PLAN.
(a) The total number of shares of Stock reserved and available for issuance
under the Plan shall be one million five hundred thousand (1,500,000) shares of
Stock. Such shares shall consist of authorized but unissued shares.
(b) To the extent that (i) a Stock Option expires or is otherwise
terminated without being exercised or (ii) any shares of Stock subject to any
Deferred Stock or Restricted Stock award granted hereunder are forfeited, such
shares shall again be available for issuance in connection with future Awards
under the Plan. If any shares of Stock have been pledged as collateral for
indebtedness incurred by a Participant in connection with the exercise of a
Stock Option and certificates representing such shares are surrendered to the
Company in satisfaction of such indebtedness, such shares shall again be
available for issuance in connection with future Awards under the Plan.
(c) In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in (i) the
aggregate number of shares reserved for issuance under the Plan, and (ii) the
kind, number and option price of shares subject to outstanding Stock Options
granted under the Plan as may be determined by the Committee, in its sole
discretion, provided that the number of shares subject to any Award shall always
be a whole number. Such other substitutions or adjustments shall be made as may
be determined by the Committee, in its sole discretion. An adjusted option
price shall also be used to determine the amount payable by the Company upon the
exercise of any Stock Appreciation Right.
4
<PAGE>
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Company or its Subsidiaries who are
responsible for or contribute to the management, growth and/or profitability of
the business of the Company or its Subsidiaries, and the directors of the
Company and its Subsidiaries, shall be eligible to be granted Non-Qualified
Stock Options, Stock Appreciation Rights, and Deferred Stock or Restricted Stock
awards hereunder. Officers and other key employees of the Company or its
Subsidiaries shall also be eligible to be granted Incentive Stock Options
hereunder. The Participants under the Plan shall be selected from time to time
by the Committee, in its sole discretion, from among Eligible Employees
recommended by the senior management of the Company, and the Committee shall
determine, in its sole discretion, the number of shares covered by each Award.
SECTION 5. STOCK OPTION FOR ELIGIBLE EMPLOYEES
(a) Stock Options may be granted to Eligible Employees alone or in
addition to other Awards granted under the Plan. Any Stock Option granted under
the Plan shall be in such form as the Committee may from time to time approve,
and the provisions of Stock Options need not be the same with respect to each
optionee. Recipients of Stock Options shall enter into a Stock Option Agreement
with the Company, in such form as the Committee shall determine, which agreement
shall set forth, among other things, the exercise price of the option, the term
of the option and provisions regarding exercisability of the option granted
thereunder.
i) The Stock Options granted under the Plan to Eligible
Employees may be of two types: (x) Incentive Stock Options
and (y) Non-Qualified Stock Options.
ii) The Committee shall have the authority to grant any
Eligible Employee (x) Incentive Stock Options (provided such
Eligible Employee is also an employee of the Company or its
Subsidiaries), (y) Non-Qualified Stock Options, or (z) both
types of Stock Options (in each case with or without Stock
Appreciation Rights. To the extent that any Stock Option
does not qualify as an Incentive Stock Option, it shall
constitute a separate Non-Qualified Stock Option.
(b) Stock Options granted under this Section 5 shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable:
5
<PAGE>
i) Option Price. The option price per share of Stock purchasable
------------
under a Stock Option shall be determined by the Committee at the
time of grant but shall be not less than 100% of the Fair Market
Value of the Stock on such date. If an employee owns or is
deemed to own (by reason of the attribution rules applicable
under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company or any Parent
Corporation or Subsidiary and an Incentive Stock Option is
granted to such employee, the option price of such Incentive
Stock Option (to the extent required by the Code at the time of
grant) shall be no less than 110% of the Fair Market Value of the
Stock on the date such Incentive Stock Option is granted.
ii) Option Term. The term of each Stock Option shall be fixed
-----------
by the Committee, but no Stock Option shall be exercisable more
than ten (10) years after the date such Stock Option is granted;
provided, however, that if an employee owns or is deemed to own
-------- -------
(by reason of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes
of stock of the Company or any Parent Corporation or Subsidiary
and an Incentive Stock Option is granted to such employee, the
term of such Incentive Stock Option (to the extent required by
the Code at the time of grant) shall be no more than five (5)
years from the date of grant.
(c) Exercisability. Stock Options shall be exercisable at such time
--------------
or times and subject to such terms and conditions as shall be determined by the
Committee at or after grant; provided, however, that, except as provided herein
-------- -------
or unless otherwise determined by the Committee at or after grant, Stock Options
shall be exercisable one (1) year following the date of grant of the option. If
the Committee provides, in its discretion, that any Stock Option is exercisable
only in installments, the Committee may waive such installment exercise
provisions at any time in whole or in part based on such factors as the
Committee may determine in its sole discretion.
(d) Method of Exercise. Subject to Section 5(c) above, Stock Options
------------------
may be exercised in whole or in part at any time during the option period, by
giving written notice of exercise to the Company specifying the number of shares
to be purchased, accompanied by payment in full of the purchase price in cash or
its equivalent, as determined by the Committee. As determined by the Committee,
in its sole discretion, payment in whole or in part may also be made (i) in the
form of unrestricted Stock already owned by the optionee, or, in the case of the
exercise of a Non-Qualified
6
<PAGE>
Stock Option, Restricted Stock subject to an Award hereunder (based, in each
case, on the Fair Market Value of the Stock on the date the option is
exercised), (ii) by cancellation of any indebtedness owed by the Company to the
optionee, (iii) by a full recourse promissory note executed by the optionee, or
(iv) by any combination of the foregoing; provided, however, that in the case of
-------- -------
an Incentive Stock Option, the right to make payment in the form of already
owned shares may be authorized only at the time of grant. An optionee shall
generally have the rights to dividends and other rights of a shareholder with
respect to shares subject to the option only after the optionee has given
written notice of exercise, has paid in full for such shares, and, if requested,
has given the representation described in paragraph (a) of Section 10.
(e) The Committee may require the voluntary surrender of all or a
portion of any Stock Option granted under the Plan as a condition precedent to a
grant of a new Stock Option. Subject to the provisions of the Plan, such new
Stock Option shall be exercisable at the price, during such period and on such
other terms and conditions as are specified by the Committee at the time the new
Stock Option is granted; provided, however, should the Committee so require, the
-------- -------
number of shares subject to such new Stock Option shall not be greater than the
number of shares subject to the surrendered Stock Option. Upon their surrender,
the Stock Options shall be canceled and the shares previously subject to such
canceled Stock Options shall again be available for the grants of Stock Options
and other Awards hereunder.
(f) Non-transferability of Options. No Stock Options shall be
------------------------------
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee. To the extent such Options are
intended to qualify as Incentive Stock Options no disposition of an Optioned
Share may be made by optionee within two (2) years from the date of the granting
of the Option(s) nor within one (1) year after the transfer of such Optioned
Share to him.
(g) Termination by Death. If an optionee's employment with the
--------------------
Company and any Subsidiary terminates by reason of death, the Stock Option may
thereafter be immediately exercised, to the extent then exercisable (or on such
accelerated basis as the Committee shall determine at or after grant), by the
legal representative of the estate or by the legatee of the optionee under the
will of the optionee, for a period of twelve months (or such shorter period as
the Committee shall specify at grant) from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is shorter.
(h) Termination by Reason or Disability. If an optionee's employment
-----------------------------------
with the Company or any Subsidiary terminates by reason of Disability, any Stock
Option held by such optionee may thereafter be exercised, to the extent it was
exercisable at the
7
<PAGE>
time of such termination (or on such accelerated basis as the Committee shall
determine at the time of grant), for a period of twelve (12) months (or such
shorter period as the Committee shall specify at grant) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is shorter; provided, however, that, if the
-------- -------
optionee dies within such twelve-month period (or such shorter period as the
Committee shall specify at grant) and prior to the expiration of the stated term
of such Stock Option, any unexercised Stock Option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time
of death for a period of twelve (12) months (or such shorter period as the
Committee shall specify at grant) from the time of death or until the expiration
of the stated term of such Stock Option, whichever period is shorter. In the
event of a termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of Section 422 of the Code, such Stock Option will thereafter
be treated as a Non-Qualified Stock Option.
(i) Other Termination. Except as otherwise provided in this paragraph
-----------------
or otherwise determined by the Committee, if an optionee's employment with the
Company or any Subsidiary terminates for any reason other than death or
Disability, the Stock Option may be exercised until the earlier to occur of (A)
three (3) months from the date of such termination or (B) the expiration of such
Stock Option's term.
(j) Annual Limit on Incentive Stock Options. To the extent that the
---------------------------------------
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the shares of Stock with respect to which Incentive Stock
Options granted under this Plan and all other option plans of the Company, its
Parent Corporation and any Subsidiary become exercisable for the first time by
an optionee during any calendar year exceed $100,000, such options shall be
treated as Non-Qualified Stock Options.
(k) Annual Limit on Stock Options. More than one (1) Stock Option may
-----------------------------
be granted to an Eligible Employee during any fiscal year of the Company, but
the aggregate number of shares of Stock underlying Stock Options granted to any
Eligible Employee during any such fiscal year shall not exceed fifty percent
(50%) of the shares of Stock reserved for issuance under the Plan pursuant to
Section 3 of the Plan.
SECTION 6. STOCK APPRECIATION RIGHTS.
(a) Grant and Exercise. Stock Appreciation Rights may be granted to
------------------
Eligible Employees either alone ("Free Standing Rights") or in conjunction with
all or part of any Stock Option granted under the Plan ("Related Rights"). In
the case of a Non-Qualified Stock Option, Related Rights may be granted either
at or after the time of the grant of such Stock Option. In the case of
8
<PAGE>
an Incentive Stock Option, Related Rights may be granted only at the time of the
grant of the Incentive Stock Option.
A Related Right or applicable portion thereof granted with respect to
a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless
otherwise provided by the Committee at the time of grant, a Related Right
granted with respect to less than the full number of shares covered by a related
Stock Option shall only be reduced if and to the extent that the number of
shares covered by the exercise or termination of the related Stock Option
exceeds the number of shares not covered by the Stock Appreciation Right.
A Related Right may be exercised by an optionee, in accordance with
paragraph (b) of this Section 6, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive an amount determined in the manner prescribed in paragraph
(b) of this Section 6. Stock Options which have been so surrendered, in whole or
in part, shall no longer be exercisable to the extent the Related Rights have
been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be subject
--------------------
to such terms and conditions, not inconsistent with the provisions of the Plan,
as shall be determined from time to time by the Committee, including the
following;
i) Stock Appreciation Rights that are Related Rights ("Related
Stock Appreciation Rights") shall be exercisable only at such
time or times and to the extent that the Stock Options to which
they relate shall be exercisable in accordance with the
provisions of Section 5 and this Section 6 of the Plan; provided,
--------
however, that any Related Stock Appreciation Right shall not be
-------
exercisable during the first six (6) months of the term of the
Related Stock Appreciation Right, except that this additional
limitation shall not apply in the event of death or Disability of
the optionee prior to the expiration of the six-month period.
ii) Upon the exercise of a Related Stock Appreciation Right, an
optionee shall be entitled to receive up to, but not more than,
an amount in cash or that number of shares of Stock (or in some
combination of cash and shares of Stock) equal in value to the
excess of the Fair Market Value of one (1) share of Stock over
the option price per share specified in the related Stock Option
multiplied by the number of shares in respect of which the
Related Stock Appreciation Right shall have been
9
<PAGE>
exercised, with the Committee having the right to determine the
form of payment.
(c) Related Stock Appreciation Rights shall be transferable only when
and to the extent that the underlying Stock Option would be transferable under
paragraph (g) of Section 5 of the Plan.
(d) Upon the exercise of a Related Stock Appreciation Right, the Stock
Option or part thereof to which such Related Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Stock to be issued
under the Plan, but only to the extent of the number of shares issued under the
Related Stock Appreciation Right.
(e) A Related Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the market price of the
stock subject to an Incentive Stock Option exceeds the exercise price of such
Stock Option.
(f) Stock Appreciation Rights that are Free Standing Rights ("Free
Standing Stock Appreciation Rights") shall be exercisable at such time or times
and subject to such terms and conditions as shall be determined by the Committee
at or after grant; provided, however, that Free Standing Stock Appreciation
-------- -------
Rights shall not be exercisable during the first six (6) months of the term of
the Free Standing Stock Appreciation Right, except that this limitation shall
not apply in the event of death or Disability of the recipient of the Free
Standing Stock Appreciation Right prior to the expiration of the six-month
period.
(g) The term of each Free Standing Stock Appreciation Right shall be
fixed by the Committee, but no Free Standing Stock Appreciation Right shall be
exercisable more than ten (10) years after the date such right is granted.
(h) Upon the exercise of a Free Standing Stock Appreciation Right, a
recipient shall be entitled to receive up to, but not more than, an amount in
cash or that number of shares of Stock (or any combination of cash or shares of
Stock) equal in value to the excess of the Fair Market Value of one (1) share of
Stock over the price per share specified in the Free Standing Stock Appreciation
Right (which shall be no less than 100% of the Fair Market Value of the Stock on
the date of grant) multiplied by the number of shares in respect to which the
right is being exercised, with the Committee having the right to determine the
form of payment.
(i) No Free Standing Stock Appreciation Right shall be transferable by
the recipient otherwise than by will or by the laws of descent and distribution,
and all such rights shall be
10
<PAGE>
exercisable, during the recipient's lifetime, only by the recipient.
(j) In the event of the termination of an employee who has received
Free Standing Stock Appreciation Rights, such rights shall be exercisable to the
same extent that a Stock Option would have been exercisable in the event of the
termination of the optionee.
SECTION 7. DEFERRED STOCK AND RESTRICTED STOCK.
(a) General. Deferred Stock and Restricted Stock awards may be issued
-------
to Eligible Employees either alone or in addition to other Awards granted under
the Plan. The Committee shall determine to whom, and the time or times at
which, grants of Deferred Stock or Restricted Stock awards will be made; the
number of shares to be awarded; the price, if any, to be paid by the recipient
of Deferred Stock or Restricted Stock awards; the Restricted Period (as defined
in paragraph (c) hereof) applicable to Deferred Stock or Restricted Stock
awards; the performance objective applicable to Deferred Stock or Restricted
Stock awards; the date or dates on which restrictions applicable to such
Deferred Stock or Restricted Stock awards shall lapse during such Restricted
Period; and all other conditions of the Deferred Stock or Restricted Stock
awards. The Committee may also condition the grant of Deferred Stock or
Restricted Stock awards upon the exercise of Stock Options, or upon such other
criteria as the Committee may determine, in its sole discretion. The provisions
of Deferred Stock or Restricted Stock awards need not be the same with respect
to each recipient.
(b) Awards and Certificates. The prospective recipient of a
-----------------------
Deferred Stock or Restricted Stock award shall not have any rights with respect
to such Award, unless and until such recipient has executed an agreement
evidencing the Award (an "Award Agreement") and has delivered a fully executed
copy thereof to the Company, within a period of sixty (60) days (or such other
period as the Committee may specify after the Award date).
Each Participant who is awarded Restricted Stock shall be issued a
stock certificate in respect of such shares of Restricted Stock; and such
certificate shall be registered in the name of the Participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award, substantially in the following form:
The shares of stock represented by this certificate are subject
to restrictions and limitations on transferability contained in
the Imperial Credit Industries, Inc. 1996 Stock Option, Deferred
Stock and Restricted Stock Plan (the "Plan") and a Restricted
Stock Award Agreement (the "Agreement") entered into between the
registered owner of the shares of stock represented by this
certificate and Imperial Credit Industries, Inc.,
11
<PAGE>
a California corporation (the "Company"). Copies of the Plan and
the Agreement will be furnished by the Company to any holder of
this certificate upon request and without charge.
The Company shall require that the stock certificates evidencing such
shares be held in the custody of the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Restricted Stock award, the
Participant shall have delivered a stock power, endorsed in blank, relating to
the Stock covered by such Award.
With respect to Deferred Stock awards, at the expiration of the
Restricted Period, stock certificates in respect of such shares of Deferred
Stock shall be delivered to the Participant, or his legal representative, in a
number equal to the shares of Stock covered by the Deferred Stock award.
(c) Restriction and Conditions. The Deferred Stock or Restricted
--------------------------
Stock awards granted pursuant to this Section 7 shall be subject to the
following restrictions and conditions:
(i) Subject to the provisions of the Plan and the Deferred Stock or
Restricted Stock Award Agreements, during such period as may be set by the
Committee commencing on the grant date (the "Restricted Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Deferred Stock awarded under the Plan. Within these limits, the Committee may,
in its sole discretion, provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole or in part
based on such factors and such circumstances as the Committee may determine, in
its sole discretion, including, but not limited to, the attainment of certain
performance related goals, the Participant's termination or death or Disability.
(ii) With respect to Deferred Stock awards, the Participant shall
generally not have the rights of a shareholder of the Company, including the
right to vote the shares during the Restricted Period; provided, however, that
-------- -------
dividends declared during the Restricted Period with respect to the number of
shares covered by a Deferred Stock award shall be paid to the Participant.
Certificates for shares of unrestricted Stock shall be delivered to the
Participant promptly after, and only after, the Restricted Period shall expire
without forfeiture in respect of such shares of Deferred Stock, except as the
Committee shall otherwise determine. With respect to the shares of Restricted
Stock, except as provided in paragraph (b) of this Section 7, the Participant
shall have all of the rights of a shareholder of the Company, including the
right to vote the shares, and the right to receive any dividends thereon during
the Restricted Period.
(iii) Subject to the provisions of the Deferred Stock or Restricted
Stock Award Agreement and this Section 7, upon
12
<PAGE>
termination of employment for any reason during the Restricted Period, all
shares still subject to restriction shall be forfeited by the Participant, and
the Participant shall only receive the amount, if any, paid by the Participant
for such Deferred Stock or Restricted Stock, plus simple interest at 8% per
year.
SECTION 8. AMENDMENT AND TERMINATION.
(a) The Board may amend, alter or discontinue the Plan, but no
amendment, alteration, or discontinuation shall be made that would impair the
rights of the Participant under any Award theretofore granted without such
Participant's consent, or that without the approval of the shareholders (as
described below) would:
(i) except as provided in Section 3, increase the total number of
shares of Stock reserved for the purpose of the Plan;
(ii) except as provided in this Plan, decrease the option price of any
Stock Option to less than 100% of the Fair Market Value on the
date of the grant of the option;
(iii) materially change the employees or class of employees eligible to
participate in the Plan;
(iv) materially increase the benefits accruing to Participants under
the Plan; or
(v) extend the maximum option period under paragraph (b) of Section 5
of the Plan.
(b) The Committee may amend the terms of any Award theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights of any holder without his or her consent.
SECTION 9. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a Participant or
optionee by the Company, nothing contained herein shall give any such
Participant or optionee any rights that are greater than those of a general
creditor of the Company.
SECTION 10. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares pursuant
to a Stock Option to represent to and agree with the Company in writing that
such person is acquiring the shares without a view towards distribution thereof.
The certificates for
13
<PAGE>
such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
All certificates for shares of Stock delivered under the Plan shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable Federal or state securities law, and the
Committee may cause a legend or legends to be placed on any such certificates to
make appropriate reference to such restrictions.
(b) Nothing contained in the Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of the
Plan shall not confer upon any employee of the Company or any Subsidiary any
right to continued employment with the Company or a Subsidiary, as the case may
be, nor shall it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.
(c) Each Participant shall, no later than the date as of which the
value of an Award first becomes includable in the gross income of the
Participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect to
the Award. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company (and, where applicable, its
Subsidiaries) shall, to the extent permitted by law, have the right to deduct
any such taxes from any payment of any kind otherwise due to the Participant.
(d) No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.
SECTION 11. SPECIFIC PERFORMANCE.
The Stock Options granted under this Plan and the Shares issued
pursuant to the exercise of such Stock Options cannot be readily purchased or
sold in the open market, and, for that reason among others, the Company and its
shareholders will be irreparably damaged in the event that this Plan is not
specifically enforced. In the event of any controversy concerning the right or
obligation
14
<PAGE>
to purchase or sell any such Option or Optioned Stock, such right or obligation
shall be enforceable in a court of equity by a decree of a specific performance.
Such remedy shall, however, be cumulative and not exclusive, and shall be in
addition to any other remedy which the parties may have.
SECTION 12. INVALID PROVISION.
In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid
unenforceable provision was not contained herein.
SECTION 13. APPLICABLE LAW.
This Plan shall be governed by and construed in accordance with the
laws of the State of California.
SECTION 14. SUCCESSORS AND ASSIGNS.
This Plan shall be binding on and inure to the benefit of the Company
and the employees to whom an Option is granted hereunder, and such employees'
heirs, executors, administrators, legatees, personal representatives, assignees
and transferees.
SECTION 15. EFFECTIVE DATE OF PLAN.
The Plan became effective (the "Effective Date") on June 21, 1996.
SECTION 16. TERM OF PLAN.
No Stock Option, Stock Appreciation Right, Deferred Stock or
Restricted Stock award shall be granted pursuant to the Plan on or after the
tenth anniversary of the Effective Date, but Awards theretofore granted may
extend beyond that date.
15
<PAGE>
IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this
Plan by the Board on the day and year first above written, the Company has
caused this Plan to be duly executed by its duly authorized officers.
IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/ H. Wayne Snavely
--------------------------------------
H. Wayne Snavely
Chairman, Chief Executive Officer and
President
16
<PAGE>
EXHIBIT 4.2
IMPERIAL CREDIT INDUSTRIES, INC.
STOCK OPTION AGREEMENT
This AGREEMENT is made effective as of the ______ day of
_______________, (the "Option Grant Date"), by and between Imperial Credit
Industries, Inc., a California corporation (the "Company") and _________________
(the "Optionee").
RECITALS
WHEREAS, the Board of Directors of the Company has established the
1996 Stock Option, Deferred Stock and Restricted Stock Plan (the "Plan")
effective as of June 21, 1996, and
WHEREAS, pursuant to the provisions of said Plan, the Board of
Directors of the Company, by action duly taken on _____________, 199_, granted
to the Optionee an option or options (the "Option(s)") to purchase shares of the
Common Stock of the Company on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants set forth herein and other good and valuable consideration, the
parties hereto agree as follows:
1. The Option(s). The Optionee may, at his option, purchase all or
-------------
any part of an aggregate of _____________ shares of Common Stock (the "Optioned
Shares"), at the price of $_____ per share (the "Option Price"), on the terms
and conditions set forth herein.
2. Plan Type; Exercise Dates and Exercise. Options intended to
--------------------------------------
qualify as Incentive Stock Options are designated by "IPO" under the category
"Plan." Options intended as separate Non-Qualified Stock Options are designated
by "NQO" under the category "Plan." The Option(s) shall be exercisable as to the
specified number of Optioned Shares on and after the "First" dates and on or
before the "Last" dates set forth below:
1
<PAGE>
Plan Number of Shares Exercise Dates
---- ---------------- --------------
First Last
----- ----
- ----------- -------------------------- ------------ --------------
- ----------- -------------------------- ------------ --------------
- ----------- -------------------------- ------------ --------------
- ----------- -------------------------- ------------ --------------
- ----------- -------------------------- ------------ --------------
Optionee acknowledges that he understands he has no right whatsoever to exercise
the Option(s) granted hereunder with respect to any Optioned Shares covered by
any installment until such installment accrues as provided above. Optionee
further understands that the Option(s) granted hereunder shall expire and become
unexercisable as provided in Section 3(c) below.
This Option shall be deemed exercised as to the shares to be purchased when
written notice of such exercise has been given to the Company at its principal
business office by the Optionee with respect to the Common Stock to be
purchased. Such notice shall be accompanied by (i) full payment in cash or cash
equivalents, (ii) unrestricted Stock owned by the Optionee, or, in the case of
the exercise of a Non-Qualified Stock Option, Restricted Stock subject to an
Award (as defined in the Plan) under the Plan (based, in each case, on the Fair
Market Value of the Stock on the date the option is exercised), (iii) a full
recourse promissory note executed by the Optionee, (iv) cancellation of any
indebtedness owed by the Company to the Optionee, or (v) by any combination of
the foregoing as may be determined by the Committee with respect to the shares
to be purchased.
3. Governing Plan. This Agreement hereby incorporates by reference the
--------------
Plan and all of the terms and conditions of the Plan as heretofore amended and
as the same may be amended from time to time hereafter in accordance with the
terms thereof, but no such subsequent amendment shall adversely affect the
Optionee's rights under this Agreement and the Plan except as may be required by
applicable law. The Optionee expressly acknowledges and agrees that the
provisions of this Agreement are subject to the Plan; the terms of this
Agreement shall in no manner limit or modify the controlling provisions of the
Plan, and in case of any conflict between the provisions of the Plan and this
Agreement, the provisions of the Plan shall be controlling and binding upon the
parties hereto. The Optionee also hereby expressly acknowledges, represents and
agrees as follows:
2
<PAGE>
(a) Acknowledges receipt of a copy of the Plan, a copy of which is
attached hereto and by reference incorporated herein, and represents that he is
familiar with the terms and provisions of said Plan, and hereby accepts this
Agreement subject to all the terms and provisions of said Plan.
(b) Agrees to accept as binding, conclusive and final all decisions
or interpretations of the Committee upon any questions arising under the Plan.
(c) Acknowledges that he is familiar with Sections of the Plan
regarding the exercise of the Option(s) and represents that he understands that
said Option(s) must be exercised on or before the earliest of the following
dates, whichever is applicable: (i) the "Last" exercise date noted above in
Section 2; (ii) the day prior to the fifth anniversary of the Option(s) Grant
Date with respect to Options granted as Incentive Stock Options and the day
prior to the tenth anniversary of the Option(s) Grant Date with respect to
Options granted as Non-Qualified Stock Options; (iii) the date which is the
earlier of (A) three months from the date of termination or (B) the expiration
of such Stock Option's term following the Optionee's termination of directorship
or consulting or other arrangement (unless extended) for any reason other than
death or disability as provided under Section 5 of the Plan; or (iv) the date
that is one year following the Optionee's termination of employment,
directorship or consulting or other arrangement by reason of his death, or the
date that is one year following his termination of employment, directorship or
consulting or other arrangement by reason of disability, whichever is
applicable, as provided in Subsections 5(g) and 5(h) of the Plan.
(d) Acknowledges, understands and agrees that the existence of the
Plan and the execution of this Agreement are not sufficient by themselves to
cause any exercise of any Option(s) granted as an Incentive Stock Option to
qualify for favorable tax treatment through the application of Section 422(A) of
the Internal Revenue Code; that Optionee must, in order to so qualify,
individually meet by his own action all applicable requirements of Section 422A,
including without limitation the following holding period and employment
requirements:
(1) holding period requirement: no disposition of an
--------------------------
Optioned Share may be made by Optionee within two (2) years from the
date of the granting of the Option(s) nor within one (1) year after
the transfer of such Optioned Share to him, and
(2) employment requirement: at all times during the period
----------------------
beginning on the date of the granting of the Option(s) and ending on
the day three (3) months
3
<PAGE>
before the date of exercise, the Optionee must have been an employee
of the Company, its parent, or a subsidiary of the Company, or a
corporation or a parent or subsidiary of such corporation issuing or
assuming the Option(s) in a transaction to which Section 425(a) of the
Internal Revenue Code applies, except where the termination of
employment is by means of the employee's disability, in which case
said 3 month period may be extended to 1 year, as provided under
Internal Revenue Code Section 422A.
4. Representations and Warranties. As a condition to the exercise of
------------------------------
any portion of an Option, the Company may require the person exercising such
Option to make any representation and/or warranty to the Company as may, in the
judgment of counsel to the Company, be required under any applicable law or
regulation, including but not limited to a representation and warranty that the
shares are being acquired only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such a representation is required under the Securities Act of 1933 or any other
applicable law, regulation or rule of any governmental agency. Optionee hereby
represents to the Company that each of the Option evidenced hereby and the
shares purchasable upon exercise thereof is being acquired only for investment
and without any present intention to sell or distribute such securities.
5. Options Not Transferable. The Option(s) may be exercised during
------------------------
the lifetime of the Optionee only by the Optionee. The Optionee's rights and
interests under this Agreement and in and to the Option(s) may not be sold,
pledged, hypothecated, assigned, encumbered, gifted or otherwise transferred in
any manner, either voluntarily or involuntarily by operation of law, except by
will or the laws of descent or distribution.
6. No Enlargement of Employee Rights. Nothing in this Agreement
---------------------------------
shall be construed to confer upon the Optionee (if an employee) any right to
continued employment with the Company, a Subsidiary, or to restrict in any way
the right of the Company, a Subsidiary, to terminate his employment. Optionee
acknowledges that in the absence of an express written employment agreement to
the contrary, Optionee's employment with the Company may be terminated by the
Company at any time, with or without cause.
7. Withholding of Taxes. Optionee authorizes the Company to
--------------------
withhold, in accordance with any applicable law, from any compensation payable
to him any taxes required to be withheld by federal, state or local law as a
result of the grant of the Option(s) or the issuance of stock pursuant to the
exercise of such Option(s).
4
<PAGE>
8. Laws Applicable to Construction. This Agreement shall be
-------------------------------
construed and enforced in accordance with the laws of the State of California.
9. Agreement Binding on Successors. The terms of this Agreement
-------------------------------
shall be binding upon the executors, administrators, heirs, successors,
transferees and assignees of the Optionee.
10. Costs of Litigation. In any action at law or in equity to enforce
-------------------
any of the provisions or rights under this Agreement or the Plan, the
unsuccessful party to such litigation, as determined by the court in a final
judgment or decree, shall pay the successful party or parties all costs,
expenses and reasonable attorneys' fees incurred by the successful party or
parties (including without limitation costs, expenses end fees on any appeals),
and if the successful party recovers judgment in any such action or proceeding
such costs, expenses and attorneys' fees shall be included as part of the
judgment.
11. Necessary Acts. The Optionee agrees to perform all acts and
--------------
execute and deliver any documents that may be reasonably necessary to carry out
the provisions of this Agreement, including but not limited to all acts and
documents related to compliance with federal and/or state securities laws.
12. Counterparts. For convenience this Agreement may be executed in
------------
any number of identical counterparts, each of which shall be deemed a complete
original in itself and may be introduced in evidence or used for any other
purpose without the production of any other counterparts.
13. Invalid Provisions. In the event that any provision of this
------------------
Agreement is found to be invalid or otherwise unenforceable under any applicable
law, such invalidity or unenforceability shall not be construed as rendering any
other provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision was not contained herein.
14. Limitation on Value of Optioned Shares. Optionee acknowledged
--------------------------------------
that the Plan provides that the aggregate fair market value (determined as of
the date hereof) of the shares of Common Stock to which Options granted as
Incentive Stock Options are exercisable for the first time by Optionee during
any calendar year under all incentive stock option plans of the Company and any
Subsidiary shall not exceed $100,000. It is understood and agreed that should
it be determined that an Option if granted as an Incentive Stock Option
hereunder would exceed such maximum, such
5
<PAGE>
Option shall be considered granted as a Non-Qualified Stock Option to the
extent, but only to the extent of such excess. This limitation shall not apply
to any option granted as a Non-Qualified Stock Option.
6
<PAGE>
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement effective as of the date first written hereinabove.
IMPERIAL CREDIT INDUSTRIES, INC. OPTIONEE
By:_______________________ _________________________
Name:
Title: _________________________
Street Address
_________________________
City and State
_________________________
Social Security No.
By his or her signature below, the spouse of the Optionee, of such
Optionee be legally married as of the date of his execution of this Agreement,
acknowledges that he or she has read this Agreement and the Plan and is familiar
with the terms and provisions thereof, and agrees to be bound by all the terms
and conditions of said Agreement and said Plan document.
___________________________________
Spouse
Dated: ____________________________
By his or her signature below the Optionee represents that he or she
is not legally married as of the date of execution of this Agreement.
___________________________________
Optionee
Dated: ____________________________
7
<PAGE>
Exhibit 5
October 9, 1996
Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard
Building One, Suite 110
Torrance, CA 90505
Re: Registration of Stock Plan
Gentlemen:
As counsel for Imperial Credit Industries, Inc., (the "Company"), we have
participated in the preparation of the Registration Statement which is to be
filed on Form S-8 under the Securities Act of 1933, as amended, relating to the
offering of up to 1,500,000 shares of the Company's Common Stock (the "Shares")
issuable upon the exercise of stock options granted to certain executive
officers, employees and directors of the Company pursuant to the 1996 Stock
Option, Deferred Stock and Restricted Stock Plan (the "Plan"). We have also
examined the proceedings taken and the instruments executed in connection with
the issuance of the Shares.
It is our opinion that, when issued pursuant to the exercise of options
under the Plan, as contemplated in the Registration Statement, the Shares will
be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Freshman, Marantz, Orlanski,
Cooper & Klein
FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
a professional corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Imperial Credit Industries, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Imperial Credit Industries, Inc. and subsidiaries of our report dated
March 28, 1996, relating to the consolidated balance sheets of Imperial Credit
Industries, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, changes in shareholders' 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-K
of Imperial Credit Industries, Inc. Our report covering the aforementioned
consolidated financial statements contains an explanatory paragraph regarding
the adoption of Statement of Financial Accounting Standards No. 122, "Accounting
for Mortgage Servicing Rights."
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Los Angeles, California
October 8, 1996
