Registration No. 333- As filed with the Commission on June 28, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Alliance Bancorp
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3811768
(State of Incorporation) (IRS Employer Identification No.)
One Grant Square
Hinsdale, Illinois 60521
(Address of Principal Executive Offices and Zip Code)
--------------
Alliance Bancorp 1997 Long-Term Incentive Stock Benefit Plan
Liberty Bancorp, Inc. 1991 Stock Option Plan for Outside Directors
Liberty Bancorp, Inc. 1991 Incentive Stock Option Plan
(Full Title of the Plans)
Copies to:
Kenne P. Bristol John J. Gorman, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
Alliance Bancorp A Professional Corporation
One Grant Square 5335 Wisconsin Ave., N.W., #400
Hinsdale, Illinois 60521 Washington, D.C. 20015
(630) 323-1776 (202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
----------------
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]
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
========================---------------------------------------------------------------------=======================
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered (1) Share Price Registration Fee
========================---------------------------------------------------------------------=======================
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01
per share 391,967 shares (2) $21.84 (3) $8,560,559 $2,380
========================---------------------------------------------------------------------=======================
Common Stock,
par value $0.01
per share 208,033 shares (4) $23.13(3) $4,811,803 $1,338
========================---------------------------------------------------------------------=======================
Common Stock,
par value $0.01
per share 244,123 shares (5) $5.37 (3) $1,310,941 $364
========================---------------------------------------------------------------------=======================
Common Stock,
par value $0.01
per share 321,150 shares (6) $12.29 (3) $3,946,551 $1,097
====================================================================================================================
Total 1,165,273 shares $18,629,854 $5,179
====================================================================================================================
</TABLE>
_____________
(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 Alliance Bancorp 1997 Long-Term Incentive Stock Benefit Plan (the
"Stock Benefit Plan"), the Liberty Bancorp, Inc. 1991 Stock Option Plan for
Outside Directors (the "Directors Plan") and the Liberty Bancorp, Inc. 1991
Incentive Stock Benefit Plan (the "Incentive Plan") as the result of a
stock split, stock dividend or similar adjustment of the outstanding Common
Stock of Alliance Bancorp pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
option granted pursuant to the Stock Benefit Plan.
(3) Determined by the exercise price of the options pursuant to 17 C.F.R.
Section 230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
options reserved for award pursuant to the Stock Benefit Plan.
(5) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Directors Plan.
(6) Represents the number of shares currently reserved for issuance pursuant to
options granted pursuant to the Incentive Plan.
----------------------------
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
<PAGE>
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Alliance Bancorp1997 Long-Term
Incentive Stock Benefit Plan (the "Stock Benefit Plan"), the Liberty Bancorp,
Inc. 1991 Stock Option Plan for Outside Directors (the "Directors Plan") and the
1991 Liberty Bancorp, Inc. Incentive Stock Option Plan (the "Incentive Plan,"
and, collectively the "Plans") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by Alliance
Bancorp (the "Company") with the Commission are hereby incorporated by reference
in this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998 (File No. 0-20082) filed pursuant to Rule 13a-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 12 or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above;
(c) the Company's definitive proxy statement for its Annual Meeting of
Stockholders held on May 28, 1997, as filed with the Commission on May 2,
1997;
(d) the description of the common stock, par value $0.01 per share, of the
Company contained in the Company's Registration Statement on Form S-1
(Registration No. 333-46877) filed with the Commission on March 31, 1992
and all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the prospectus.
The Company shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Kenne
P. Bristol, President and Chief Executive Officer, Alliance Bancorp, One Grant
Square, Hinsdale, Illinois, 60521 telephone number (630) 323-1776.
<PAGE>
All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
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 provisions than currently
exists. This indemnification applies to the directors who administer the Stock
Benefit Plan, the Directors Plan and the Incentive Plan.
The terms of the indemnification are set forth in the Registrant's
Certificate of Incorporation. The indemnification applies unless the 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 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)
insured 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
<PAGE>
Item 8. List of Exhibits.
<TABLE>
<CAPTION>
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
<S> <C> <C>
3.1 Certificate of Incorporation of Alliance Bancorp *
3.2 Bylaws of Alliance Bancorp *
4 Specimen form of common stock certificate
of Alliance Bancorp *
5 Opinion of Luse Lehman Gorman Pomerenk
& Schick, P.C. Exhibit 5
10.1 Alliance Bancorp 1997 Long-Term Incentive
Stock Benefit Plan **
10.2 Liberty Bancorp, Inc. 1991 Stock Option
Plan for Outside Directors Exhibit 10.2
10.3 Liberty Bancorp, Inc. 1991 Incentive
Stock Option Plan Exhibit 10.3
23.1 Consent of Luse Lehman Gorman Pomerenk
& Schick, P.C. Contained in Exhibit 5
23.2 Consent of KPMG LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
</TABLE>
* Filed as exhibits to the Registrant's Registration Statement on Form
S-1 (File No. 333-46877) filed with the Commission on March 31, 1992
pursuant to Section 5 of the Securities Act of 1933 and all amendments
thereto or reports filed for the purpose of updating such description.
All of such previously filed documents are hereby incorporated herein
by reference in accordance with Item 601 of Regulation S-K.
** Filed as an exhibit to the Registrant's Proxy Statement relating to
the Registrant's May 28, 1997 annual meeting of stockholders, filed
with the Commission on May 2, 1997, which is incorporated herein by
reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
material information with respect to the Registration Statement not
previously disclosed in this Registration Statement or any material change
to such information in this 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 Stock Benefit Plan, the Directors Plan and the Incentive Plan and
<PAGE>
4. That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section
13(a) or 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.
5. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description
<S> <C>
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional Corporation
as to the legality of the Common Stock registered hereby.
10.2 Liberty Bancorp, Inc. 1991 Stock Option Plan for Outside Directors
10.3 Liberty Bancorp, Inc. 1991 Incentive Stock Option Plan
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, P.C.
(contained in the opinion included as Exhibit 5)
23.2 Consent of KPMG LLP
</TABLE>
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hinsdale, State of Illinois, on this 25thday of
June, 1999.
ALLIANCE BANCORP
By: /s/ Kenne P. Bristol
Kenne P. Bristol
President and Chief
Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Alliance Bancorp (the
"Company") hereby severally constitute and appoint Kenne P. Bristol as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Kenne P. Bristol may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically, but not limited to, power and authority to sign for us in our
names in the capacities indicated below the registration statement and any and
all amendments (including post-effective amendments) thereto; and we hereby
approve, ratify and confirm all that said Kenne P. Bristol shall do or cause to
be done by virtue thereof.
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 date indicated.
By: /s/ Kenne P. Bristol By: /s/ Edward J. Burns
Kenne P. Bristol, President Edward J. Burns, Director
Chief Executive Officer and Director
(Principal Executive Officer)
Date: June 25, 1999 Date: June 25, 1999
By: /s/ Richard A. Hojnicki By: /s/ Howard A. Davis
Richard A. Hojnicki, Executive Vice Howard A. Davis, Director
President, Chief Financial Officer
and Corporate Secretary
(Principal Financial Officer)
Date: June 25, 1999 Date: June 25, 1999
By: /s/ Ilene M. Bock By: /s/ Whit G. Hughes
Ilene M. Bock, Senior Vice President Whit G. Hughes, Director
and Controller
Principal Accounting Officer)
Date: June 25, 1999 Date: June 25, 1999
By: /s/ Fredric G. Novy By: /s/ Howard R. Jones
Fredric G. Novy, Chairman of the Board Howard R. Jones, Director
Date: June 25, 1999 Date: June 25, 1999
<PAGE>
By: /s/ H. Verne Loeppert By: /s/ David D. Mill
H. Verne Loeppert, Director David D. Mill, Director
Date: June 25, 1999 Date: June 25, 1999
By: /s/ Edward J. Nusrala By: /s/ William C. O'Donnell
Edward J. Nusrala, Director William C. O'Donnell, Director
Date: June 25, 1999 Date: June 25, 1999
By: /s/ William R. Rybak By: /s/ Russell F. Stephens, Jr.
William R. Rybak, Director Russell F. Stephens, Jr.,
Director
Date: June 25, 1999 Date: June 25, 1999
By: /s/ Donald E. Sveen By: /s/ Vernon B. Thomas, Jr.
Donald E. Sveen, Director Vernon B. Thomas, Jr., Director
Date: June 25, 1999 Date: June 25, 1999
By: /s/ Richard E. Webber
Richard E. Webber, Director
Date: June 25, 1999
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
June 28, 1999 (202) 274-2000
Board of Directors
Alliance Bancorp
One Grant Square
Hinsdale, Illinois 60521
Re:Alliance Bancorp Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of Alliance Bancorp (the "Company") common
stock, par value $0.01 per share (the "Common Stock"), pursuant to the Alliance
Bancorp 1997 Long-Term Incentive Stock Benefit Plan, the Liberty Bancorp, Inc.
1991 Stock Option Plan for Outside Directors and the 1991 Liberty Bancorp, Inc.
1991 Incentive Stock Option Plan (the "Plans"). We have reviewed the Company's
Certificate of Incorporation, Registration Statement on Form S-8 (the "Form
S-8"), as well as applicable statutes and regulations governing the Company and
the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans, will
be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 10.2
LIBERTY BANCORP, INC.
1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
<PAGE>
AMENDMENT NO. 1 TO THE
LIBERTY BANCORP, INC.
1991 STOCK OPTION PLAN FOR
OUTSIDE DIRECTORS
WHEREAS, the Board of Directors ("Board") of Liberty Bancorp, Inc. desires
to amend the Liberty Bancorp, Inc. 1991 Stock Option Plan for Outside Directors
(the "Plan") to conform to the new rules adopted by the Securities and Exchange
Commission (SEC) as they relate to Section 16 of the Securities Exchange Act of
1934 ;
WHEREAS, Section VII of the Plan permits the Plan to be amended from time
to time subject to the Securities and Exchange Commission Rule 16b-3;
WHEREAS, Rule 16b-3 no longer requires shareholder approval as a
prerequisite to any modification or amendment that affects the grant, award or
other acquisition from an issuer;
NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be, and hereby is,
amended effective as of September 1, 1996, in accordance with the following:
A new Section 1A. Plan Administration is added to the Plan and reads as
follows:
The Plan shall be administered by the Committee. For purposes of
this Directors' Option Plan, "Committee" shall mean a Committee of the
Board consisting of either (i) at least two Non-Employee Directors of
the Company, or (ii) the entire Board of the Company. "Non-Employee
Director" means, for purposes of the Plan, a Director who (a) is not
employed by the Company or an affiliate; (b) does not receive
compensation directly or indirectly as a consultant (or in any other
capacity than as a Director) greater than $60,000; (c) does not have
an interest in a transaction requiring disclosure under Item 404(a) of
Regulation S-K; or (d) is not engaged in a business relationship for
which disclosure would be required pursuant to Item 404(b) of
Regulation S-K.
The Committee is authorized, subject to the provisions of the
Plan, to establish such rules and regulations as it deems necessary
for the proper administration of the Plan and to make whatever
determinations and interpretations in connection with the Plan it
deems necessary or advisable. All determinations and interpretations
made by the Committee shall be binding and conclusive on all
Participants in the Plan and on their legal representatives and
beneficiaries.
All transactions involving a grant, award or other acquisition
from the Company shall:
(a) be approved by the Company's full Board or by the Committee;
<PAGE>
(b) be approved, or ratified, in compliance with Section 14 of
the Exchange Act, by either: the affirmative vote of the
holders of a majority of the securities present, or
represented and entitled to vote at a meeting duly held in
accordance with the laws of the state in which the Company
is incorporated; or the written consent of the holders of a
majority of the securities of the issuer entitled to vote
provided that such ratification occurs no later than the
date of the next annual meeting of shareholders; or
(c) result in the acquisition of an option that is held by the
individual for a period of six months following the date of
such acquisition.
II(b) Grants to Subsequent Outside Directors is amended to read in full as
follows:
The Committee may, from time to time, grant non-statutory stock
options to Outside Directors, and, upon such terms and conditions as the
Committee may determine, grant non-statutory stock options in exchange for
and upon surrender of previously granted options under the Plan.
II(d) Exercise Price is amended to read in full as follows:
The purchase price per share of Common Stock deliverable upon the
exercise of each non-statutory stock option shall be determined by the
Committee on the date the option is granted. In general, such purchase
price shall not be less than 100% of the Fair Market Value of the Common
Stock on the date of grant. The purchase price per share of Common Stock
deliverable upon the exercise of each non-statutory stock option granted in
exchange for and upon surrender of previously granted options shall be not
less than 85% of the Fair Market Value of the Common Stock on the date of
grant, but in no event may the purchase price of any non-statutory stock
option be less than the par value of the Common Stock. Shares may be
purchased only upon full payment of the purchase price. Payment of the
purchase price may be made, in whole or in part, through the surrender of
shares of the Common Stock at the Fair Market Value of such shares on the
date of surrender determined in the manner described in Section II(f).
III(d) Transferability is amended to read in full as follows:
In the discretion of the Board, all or any non-statutory stock option
granted hereunder may be transferable by the Outside Director; provided,
however, that the Board may limit the transferability of such option or
options to a designated class or classes of persons.
<PAGE>
VI. Termination of the Plan is amended by replacing the last sentence as
follows:
The Board may suspend or terminate the Plan at any time, provided that
no such action will, without the consent of the affected individual, affect
such individual's rights under a previously granted option.
VII. Amendment of the Plan is amended to read in full as follows:
The Board may at any time, and from time to time, modify or amend the
Plan in any respect, or modify or amend an option received by Outside
Directors; provided, however, that no such termination, modification or
amendment may affect the rights of an individual, without his consent,
under an outstanding option. Any amendment or modification of the Plan or
an outstanding option under the Plan shall be approved by the Committee or
the full Board of the Company.
<PAGE>
LIBERTY BANCORP, INC.
1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
I. Purpose
The purpose of the Liberty Bancorp, Inc. 1991 Stock Option Plan for Outside
Directors (the "Directors' Option Plan") is to promote the growth and
profitability of Liberty Bancorp, Inc. (the "Company") and Liberty Federal
Savings Bank (the "Bank"), its subsidiary, by providing an incentive in the form
of stock options to attract and retain non-employee directors of the Company of
outstanding competence and to achieve long-term objectives of the Company by
encouraging their acquisition of an equity interest in the Company.
II. Grant of Options
(a) Initial Grant. Each outside director (for purposes of this Directors'
Option Plan, the term "Outside Director" shall mean a member of the Board of
Directors of the Company not also serving as an employee of the Company or its
subsidiary), who is serving in such capacity on the date of the Company's
initial public offering and at the effective date of this Directors' Option
Plan, shall be granted non-statutory stock options to purchase 31,409 shares of
the common stock of the Company ("Common Stock") subject to adjustment pursuant
to Section IV hereof. Options granted under this paragraph shall be effective as
of the effective date as defined in Section V hereof ("Effective Date").
(b) Grants to Subsequent Outside Directors. To the extent options for
shares are available for grants under this Plan, each Outside Director who is
first elected as a director subsequent to the Effective Date ("Subsequent
Outside Director") is hereby granted, effective as of the first day of the month
following the month in which the Subsequent Outside Director is qualified and
first begins to serve as an Outside Director, non-statutory stock options to
purchase 1,653 shares of Common Stock, subject to adjustment pursuant to Section
IV, or to purchase such lesser number of shares as remain in this Directors'
Option Plan.
If options for sufficient shares are not available under the Plan to
fulfill the grant of options under Section II(b) hereof to a Subsequent Outside
Director and thereafter options become available, such Subsequent Outside
Director shall then receive options to purchase an amount of shares of Common
Stock, determined by dividing pro rata among each such Subsequent Outside
Director the number of options for shares then available under the Directors'
Option Plan (not to exceed 1,653 shares, subject to adjustment, as to any one
Subsequent Outside Director). The date of grant shall be the date options for
such shares become available.
(c) Ineligibility. An option under this Directors' Option Plan shall not be
granted to any Outside Director who at any previous time was an employee of
either the Company or the Bank and in such capacity was eligible to receive any
options to purchase Common Stock.
<PAGE>
(d) Exercise Price. The exercise price per share of the Common Stock
deliverable upon the exercise of each non-statutory stock option granted
pursuant to Section II(a) and II(b) hereof shall be determined as of the date of
the exercise of such option, at the discretion of the recipient, pursuant to the
formula provided in (i) or (ii) below:
(i) The exercise price per share of the Common Stock deliverable
upon the exercise of each non-statutory stock option shall be equal to
85% of the Fair Market Value of the Common Stock on the date of grant;
provided that the recipient agrees as of the date the option is
exercised to hold the stock acquired through the exercise of the
option for a period of one year and a legend appropriately restricting
sale is placed upon the stock certificate(s) representing such shares,
except that such restriction shall not apply in the event of a tender
offer or surrender of the stock in connection with a Change of Control
(as defined in Section II(e) hereof) of the Company or in connection
with a merger, reorganization or other similar transaction in which
the Company ceases to survive. A legend appropriately restricting
transfer shall be placed upon the stock certificate(s) representing
such shares.
(ii) The exercise price per share of the Common Stock deliverable
upon the exercise of each non-statutory stock option shall be equal to
the Fair Market Value of the Common Stock on the date of grant.
(e) Change in Control. For purposes of the Directors' Option Plan, a Change
in Control of the Company means a change in control 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 and the Rules and Regulations promulgated by the Office
of Thrift Supervision (or its predecessor agency), as in effect on the effective
date of this Plan. In addition to the above, a change in control shall be deemed
to have occurred at such time and payments and benefits under this Section shall
be made as (iii) any "person" (as the term is used in Section 13(d) and 14(d) of
the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Bank or
the Company representing 20% or more of the Bank's or the Company's outstanding
securities ordinarily having the right to vote at the election of directors
except for any securities of the Bank purchased by the Company as the sole
stockholder of the Bank and any securities purchased by the Bank's employee
stock ownership plan and trust; or (iv) 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 shareholders was approved by the same
nominating committee serving under an Incumbent Board, shall be, for purposes of
this clause (iv), considered as though he were a member of the Incumbent Board;
or (v) a merger, consolidation or sale of all or substantially all the assets of
the Bank or the
<PAGE>
Company in which the Bank or Company is not the surviving institution occurs; or
(vi) a proxy statement soliciting proxies from the stockholders 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 of
reorganization are exchanged for or converted into cash or property or
securities not issued by the Bank or the Company shall be distributed; or (vii)
a tender offer is made for 20% or more of the voting securities of the Bank or
the Company.
(f) Fair Market Value. For purposes of the Directors' Option Plan, when
used in connection with Common Stock on a certain date, Fair Market Value means
the average of the reported bid and ask prices of the Common Stock as reported
by the National Association of Securities Dealers Automated Quotation System (as
published by the Wall Street Journal, if published) on such date, or if the
Common Stock was not traded on such date, on the next preceding day on which the
Common Stock was traded thereon. For purposes of the grant of options in the
Conversion as defined in Section V hereof, Fair Market Value shall mean the
initial public offering price of the Common stock or $10.00 per share.
III. Terms and Conditions
(a) Option Agreement. Each option shall be evidenced by a written option
agreement between the Company and the director specifying the number of shares
of Common Stock that may be acquired through its exercise and containing such
other terms and conditions which are not inconsistent with the terms of this
grant.
(b) Termination of Option. Each option shall expire upon the earlier of (i)
one hundred and twenty (120) months following the date of grant, or (ii) one (1)
year following the date on which the outside director ceases to serve in such
capacity for any reason other than Cause. If the Outside Director dies before
fully exercising any portion of an option then exercisable, such option may be
exercised by such Outside Director's personal representatives), heir(s) or
devisee(s) for the period specified in (ii) above; provided, however, that in no
event shall the option be exercisable more than one hundred and twenty (120)
months after the date of its grant. If the Outside Director is terminated for
Cause all options awarded to him shall expire upon such termination.
For purposes of this paragraph, termination for "Cause" shall mean
termination because of a material loss to the Holding Company or one of its
affiliates caused by the Outside Director's personal dishonesty, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties or the willful violation of any law, rule or
regulation or final cease-and-desist order.
(c) Manner of Exercise. The option may be exercised from time to time, in
whole or in part, by delivering a written notice of exercise to the Chief
Executive Officer of the Company. Such notice is irrevocable and must be
accompanied by full payment of the exercise price (as
<PAGE>
determined by Section II(d) herein) in cash or share of previously acquired
Common Stock of the Company. If previously acquired shares of Common Stock are
tender in payment of all or part of the exercise price, the value of such shares
shall be determined as of the date of such exercise.
(d) Transferability. Each option granted hereby may be exercised only by
the Outside Director to whom it is issued or in the event of the Outside
Director's death, his or her personal representative(s), heir(s) or devisee(s)
pursuant to the terms of Section III(b).
IV. Common Stock Subject to the Director's Option Plan
The shares which shall be issued and delivered upon exercise of options
granted under the Directors' Option Plan may be either authorized and unissued
shares of Common Stock or authorized and issued shares of Common Stock held by
the Company as treasury stock. The number of shares of Common Stock reserved for
issuance under the Directors' Option Plan shall not exceed 5.0% of the number of
shares of the Common Stock of the Company, par value $.01 per share, issued in
connection with the Conversion (165,312 shares), subject to adjustments pursuant
to this Section IV. Any shares of Common Stock subject to an option which for
any reason either terminates unexercised or expires, shall again be available
for issuance under the Directors' Option PLAN.
In the event of any change or changes in the outstanding Common Stock of
the Company by reason of any stock dividend or split, recapitalization,
reorganization, merger, consolidation, spin-off, combination or any similar
corporate change, or other increase or decrease in such shares effected without
receipt or payment of consideration by the Company, the number of shares of
Common Stock which may be issued under this Directors' Option Plan, the number
of shares of Common Stock subject to options granted under this Directors'
Option Plan, and the option price of such options, shall be automatically
adjusted to prevent dilution or enlargement of the rights granted to an Outside
Director under the Directors' Option Plan.
V. Effective Date of the Plan; Shareholder Ratification
The Directors' Option Plan after adoption by the Board of Directors shall
become effective upon the conversion of the Bank from the mutual to capital
stock form of ownership and the acquisition of the Bank by the Company
("Conversion"). Following Conversion, the Directors' Option Plan shall be
presented to shareholders of the Company for ratification for purposes of (i)
obtaining favorable treatment under Section 16(b) of the Securities Exchange Act
of 1934 (the "Exchange Act"); and (ii) maintaining listing on the NASDAQ
National Market System; provided, however, that the failure to obtain
shareholder ratification shall not affect the validity of this Plan and the
options granted thereunder.
<PAGE>
VI. Termination of the Plan
The right to grant options under the Directors' Option Plan will terminate
upon the earlier of ten years after the Effective Date of the Plan, or the
issuance of 165,312 shares of Common Stock (the maximum number of shares of
Common Stock reserved for under this Plan). A majority of the outstanding shares
of the Common Stock entitled to vote is required to terminate the Director's
Option Plan; provided, however, no such termination shall, without the consent
of the affected individual, affect such individual's rights under a previously
granted option.
VII. Amendment of the Plan
The Directors' Option Plan may be amended from time to time by the Board of
Directors of the Company provided that Section II, "Grant of Options" shall not
be amended more than once every six months other than to comport with the
Internal Revenue Code of 1986, as amended, or the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder. Except as provided in
Section IV hereof, rights and obligations under any option granted before an
amendment shall not be altered or impaired by such amendment without the written
consent of the optionee. If the Directors' Option Plan becomes qualified under
17 CFR ss. 16(b)-3 of the rules and regulations promulgated under the Exchange
Act and an amendment would require shareholder approval under such rule 16(b)-3
to retain the Plan's qualification, then such amendment shall be presented to
shareholders for ratification, provided, however, that the failure to obtain
shareholder ratification shall not affect the validity of this Plan as so
amended and the options granted thereunder.
VIII. Applicable Law
The Plan will be administered in accordance with the laws of the State of
Delaware.
<PAGE>
EXHIBIT 10.3
LIBERTY BANCORP, INC.
1991 INCENTIVE STOCK OPTION PLAN
<PAGE>
AMENDMENT NO. 1 TO THE
LIBERTY BANCORP, INC.
AMENDED AND RESTATED
1991 INCENTIVE STOCK OPTION PLAN
WHEREAS, the Board of Directors ("Board") of Liberty Bancorp, Inc. desires
to amend the Liberty Bancorp, Inc. Amended and Restated 1991 Incentive Stock
Option Plan (the "Plan") to conform to the new rules adopted by the Securities
and Exchange Commission (SEC) as they relate to Section 16 of the Securities
Exchange Act of 1934;
WHEREAS, Section 16 of the Plan permits the Plan to be amended from time to
time subject to the Securities and Exchange Commission Rule 16b-3;
WHEREAS, Rule 16b-3 no longer requires shareholder approval as a
prerequisite to any modification or amendment that affects the grant, award or
other acquisition from an issuer;
NOW, THEREFORE, BE IT RESOLVED, that the Plan shall be, and hereby is,
amended effective as of September 1, 1996, in accordance with the following:
2. Definitions is amended as follows:
The definition of "Committee" is amended and reads in full as follows:
"Committee" means a committee of the Board consisting of either
(i) at least two Non-Employee Directors of the Holding Company,
or (ii) the entire Board of the Holding Company.
A new definition of "Director" is added and reads as follows:
"Director" means a member of the Board.
A new definition of "Key Employee" is added and reads as follows:
"Key Employee" means any person who is currently employed by the
Holding Company or an Affiliate who is chosen by the Committee to
participate in the Plan.
The definition of "Fair Market Value" is amended by the addition of
the following:
In the event Fair Market Value cannot be determined in the manner
described above, then Fair Market Value shall be determined by
the Committee. The
<PAGE>
Committee is authorized, but is not required, to obtain an
independent appraisal to determined the Fair Market Value of the
Common Stock.
A new definition of "Non-Employee Director" is added and reads as
follows:
"Non-Employee Director" means, for purposes of the Plan, a
Director who (a) is not employed by the Holding Company; (b) does
not receive compensation directly or indirectly as a consultant
(or in any other capacity than as a Director) greater than
$60,000; (c) does not have an interest in a transaction requiring
disclosure under Item 404(a) of Regulation S-K; or (d) is not
engaged in a business relationship for which disclosure would be
required pursuant to Item 404(b) of Regulation S-K.
A new definition of "Outside Director" is added to the Plan and reads
as follows:
"Outside Director" means a Director who is not an officer or
employee of the Holding Company.
3. Administration is amended by the addition of the following:
All transactions involving a grant, award or other acquisition
from the Holding Company shall:
(a) be approved by the Holding Company's full Board or by
the Committee;
(b) be approved, or ratified, in compliance with Section 14
of the Exchange Act, by either: the affirmative vote of the
holders of a majority of the securities present, or
represented and entitled to vote at a meeting duly held in
accordance with the laws of the state in which the Holding
Company is incorporated; or the written consent of the
holders of a majority of the securities of the issuer
entitled to vote provided that such ratification occurs no
later than the date of the next annual meeting of
shareholders; or
(c) be held by the Participant for a period of six months
following the date of such acquisition.
A new Paragraph 7.1(e) is added to the Plan and reads as follows:
(e) Transferability. In the discretion of the Board, all or any
Non-statutory Stock Options granted hereunder may be transferable
by the Participant, provided, however, that the Board may limit
the transferability of such Option or Options to a designated
class or classes of persons.
<PAGE>
8.1(a) Price is amended to read in full as follows:
Subject to Section 14 of the Plan and Section 422 of the Code, the
purchase price per share of Common stock deliverable upon the exercise of
each Incentive Stock Option shall be not less than 100% of the Fair Market
Value of the Holding Company's Common stock on the Date of Grant, However,
if a Key Employee owns stock possessing more than 10% of the total combined
voting power of all classes of Common Stock of the Holding Company (or
under Section 424(d) of the Code is deemed to own stock representing more
than 10% of the total combined voting power of all classes of stock of the
Holding Company by reason of the ownership of such classes of stock,
directly or indirectly, by or for any brother, sister, spouse, ancestor or
lineal descendent of such Key Employee, or by or for any corporation,
partnership, estate or trust of which such key Employee is a shareholder,
partner or beneficiary), the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option shall not be
less than 110% of the Fair Market Value of the Holding Company's Common
Stock on the Date of Grant. Shares may be purchased only upon payment of
the full purchase price. Payment of the purchase price may be made, in
whole or in part, through the surrender of shares of the Common Stock of
the Holding Company at the Fair Market Value of such shares on the date of
surrender determined in the manner described in Section 2(i).
8.1(c) Term of Options is amended by amending the second paragraph to read in
full as follows:
The Committee shall determine the date on which each Incentive Stock
Option shall become exercisable and may provide that an Incentive Stock
Option shall become exercisable in installments. The shares comprising each
installment may be purchased in whole or in part at any time during the
term of such option after such installment becomes exercisable, provided
that the amount able to be first exercised in a given year is consistent
with the terms of Section 422 of the Code. To the extent required by
Section 422 of the Code, the aggregate Fair Market Value (determined at the
time the option is granted) of the Common Stock for which Incentive Stock
Options are exercisable for the first time by a Participant during any
calendar year (under all plans of the Holding Company and its Affiliate's)
shall not exceed $100,000. The Committee may, in its sole discretion,
accelerate the time at which any Incentive Stock Option may be exercised in
whole or in part, provided that it is consistent with the terms of Section
422 of the Code. Notwithstanding the above, in the event of a Change in
Control of the Holding Company, all Incentive Stock Options shall become
immediately exercisable, unless the Fair Market Value of the amount
exercisable as a result of a Change in Control shall exceed $100,000
(determined as of the Date of Grant). In such event, the first $100,000 of
Incentive stock Options (determined as of the Date of Grant) shall be
exercisable as Incentive Stock Options and any excess shall be exercisable
as Non-statutory Stock Options.
<PAGE>
8.1(e) Compliance with Code is amended by the addition of the following:
If an Option granted hereunder fails for whatever reason to comply
with the provisions of Section 422 of the Code, and such failure is not or
cannot be cured, such Option shall be a Non-statutory Stock Option.
9.1(b) Payment is amended by the addition of the following to the end of the
paragraph:
In the event of a Change in Control in which pooling accounting
treatment is a condition to the transaction, the Limited Right shall be
exercisable solely for shares of stock of the Holding Company, or in the
event of a merger transaction, for shares of the acquiring corporation or
its parent, as applicable. The number of shares to be received on the
exercise of such Limited Right shall be determined by dividing the amount
of cash that would have been available under the first sentence above by
the Fair Market Value at the time of exercise of the shares underlying the
Option subject to the Limited Right.
11. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY is amended by the removal
of the second paragraph and is retitled RIGHTS OF A SHAREHOLDER.
14. DILUTION AND OTHER ADJUSTMENTS is amended by the addition to the end of
the last paragraph the following:
With respect to Incentive Stock Options, no such adjustment shall be
made if it would be deemed a "modification" of the Award under Section 424
of the Code.
16. AMENDMENT OF THE PLAN is amended and reads in its entirety as
follows:
The Board may at any time, and from time to time, modify or amend the
Plan in any respect, or modify or amend an Award received by Participant;
provided, however, that no such termination, modification or amendment may
affect the rights of a Participant, without his consent, under an
outstanding Award. Any amendment or modification of the Plan or an
outstanding Award under the Plan shall be approved by the Committee or the
full Board of the Holding Company.
<PAGE>
LIBERTY BANCORP, INC.
AMENDED AND RESTATED
1991 INCENTIVE STOCK OPTION PLAN
1.PURPOSE.
The purpose of the Liberty Bancorp, Inc. (the "Holding Company") 1991
Incentive Stock Option Plan as Amended and Restated, (the "Plan") is to advance
the interests of the Holding Company and its shareholders by providing those key
employees of the Holding Company and its Affiliates, including Liberty Federal
Savings Bank (the "Bank"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Holding Company and its Affiliates
largely depends, with additional incentive to perform in a superior manner as
well as to attract people of experience and ability.
2. DEFINITIONS.
(a) "Affiliate" means (i) a member of a controlled group of corporations of
which the Holding 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).
(b) "Award" means a grant of Non-statutory Stock Options, Incentive Stock
Options, and/or Limited Rights under the provisions of this Plan.
(c) "Board of Directors" or "Board" means the board of directors of the
Holding Company.
(d) "Change in Control" of the Bank or Holding Company shall mean an event
of a nature that; (i) would be required to be reported in response to Item I 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 Holding 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 Holding Company representing 20% or more of the Bank's or the
Holding Company's outstanding securities except for any securities of the Bank
purchased by the Holding Company in connection with the conversion of the Bank
to the stock form and any securities purchased by any tax qualified
<PAGE>
employee benefit plan of the Bank; 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 Holding 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 Holding Company or
similar transaction occurs in which the Bank or Holding Company is not the
resulting entity; or (D) a solicitation of shareholders of the Holding Company,
by someone other than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Holding 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 Holding Company shall be
distributed; or (E) a tender offer is made for 20% or more of the voting
securities or the Bank of the Holding Company.
(e) "Committee" means a committee consisting of non-employee members of the
Board of Directors, all of whom are "disinterested directors" as such terms is
defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") as promulgated by the Securities and Exchange Commission.
(f) "Common Stock" means the Common Stock of the Holding Company, par
value, $.01 per share or any stock exchanged for shares of Common Stock pursuant
to Section 14 hereof.
(g) "Date of Grant" means the actual date on which an Award is granted by
the Committee.
(h) "Disability" means the permanent and total inability by reason of
mental or physical infirmity, or both, of a Participant to perform the work
customarily assigned to him. Additionally, a medical doctor selected or approved
by the Board of Directors 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.
(i) "Fair Market Value" means, when used in connection with the Common
Stock on a certain date, the average of the high and low bid prices of the
Common Stock as reported by the National Association of Securities Dealers
Automated Quotation System (as published by the Wall Street Journal, if
published) on such date or if the Common Stock was not traded on such date, on
the next preceding day on which the Common Stock was traded thereon or the last
previous date on which a sale is reported. For purposes of the grant of options
in the conversion of the Bank, Fair Market Value shall mean the initial public
offering price of the Common Stock.
(j) "Incentive Stock Option" means an Option granted by the Committee to a
Participant, which Option is designated by the Committee as an Incentive Stock
Option pursuant to Section 8.
<PAGE>
(k) "Limited Right" means the right to receive an amount of cash based upon
the terms set forth in Section 9.
(1) "Non-statutory Stock Option" means an Option granted by the Committee
to a Participant pursuant to Section 7, which is not designated by the Committee
as an Incentive Stock Option or which is redesignated by the Committee under
Section 8 as a Non-Statutory Stock Option.
(m) "Option" means the right to buy a fixed amount of Common Stock at a
specified price called the exercise or purchase price within a limited period of
time designated as the term of the option as granted under Section 7 or 8 of the
Plan.
(n) "Participant" means any person who holds an outstanding Award under the
terms of the Plan.
(o) "Retirement" with respect to a Participant means termination of
employment which constitutes retirement under any tax qualified plan maintained
by the Bank. However, "Retirement" will not be deemed to have occurred for
purposes of this Plan if a Participant continues to serve on the Board of
Directors of the Holding Company or the Bank even if such Participant is
receiving retirement benefits under any retirement plan of the Holding Company
or its Affiliates.
(p) "Termination for Cause" shall mean termination because of a material
loss to the Holding Company or one of its subsidiaries caused by the
Participant's intentional failure to perform stated duties, personal dishonesty,
willful violation of any law, rule, regulation, (other than traffic violations
or similar offenses) or final cease and desist order. No act, or the failure to
act, on Participant'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 Holding Company or its subsidiaries.
3. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such rules and
regulations as it deems necessary for the proper administration of the Plan and
to make whatever determinations and interpretations in connection with the Plan
it deems necessary or advisable. All determinations and interpretations made by
the Committee shall be binding and conclusive on all Participants in the Plan
and on their legal representatives and beneficiaries.
4. TYPES OF AWARDS.
The following Awards may be granted under the Plan:
(a) Non-statutory Stock Options;
(b) Incentive Stock Options; and
<PAGE>
(c) Limited Rights
as described below in paragraphs 7 through 9 of the Plan.
5. STOCK SUBJECT TO THE PLAN.
Subject to adjustment as provided in Section 14, the maximum number of
shares reserved hereby for purchase pursuant to the exercise of options granted
under the Plan shall not exceed 285,313 shares of Common Stock of the Holding
Company, par value $.01 per share, These shares of Common Stock may be either
authorized but unissued shares or shares previously issued and reacquired by the
Holding Company. To the extent that options and Limited Rights are granted under
the Plan, the shares underlying such Awards will be unavailable for any other
use including future grants under the Plan except that, to the extent that
options together with any related Limited Rights granted under the Plan
terminate, expire or are cancelled without having been exercised (in the case of
Limited Rights, exercised for cash), new Awards may be made with respect to
these shares. No Participant under the Plan may receive Awards with respect to
shares of Common Stock that in the aggregate, exceed _________ shares underlying
Options in any calendar year.
6. ELIGIBILITY.
Officers and other employees of the Holding Company or its Affiliates shall
be eligible to receive Awards under the Plan. Directors who are not also
employees or officers of the Holding Company or its Affiliates shall not be
eligible to receive Awards under the Plan, however, a director who is a former
officer or other employee may continue to hold unexercised Awards granted while
such person was eligible as provided in Section 7(d) hereof.
7. NON-STATUTORY STOCK OPTIONS.
7.1 Grant of Non-statutory Stock Options.
The Committee may, from time to time, grant Non-statutory Stock
Options to eligible employees and, upon such terms and conditions as the
Committee may determine, grant Non-statutory options in exchange for and
upon surrender of previously granted Awards under this Plan. Non-statutory
Stock Options granted under this Plan are subject to the following terms
and conditions:
(a) Price. The purchase price per share of Common Stock deliverable
upon the exercise of each Non-statutory Stock Option shall be determined by
the Committee on the date the option is granted. In general, such purchase
price shall not be less than 100% of the Fair Market Value of the Holding
Company's Common Stock on the Date of Grant. The purchase price per share
of Common Stock deliverable upon the exercise of each Non-statutory Stock
Option granted in exchange for and upon surrender of previously granted
Awards shall be not less than 85% of the Fair Market Value of the Holding
Company's Common Stock on the Date of Grant, but in no event may the
purchase price of any Non-statutory Stock Option be less than the par value
of the
<PAGE>
Common Stock. Shares may be purchased only upon full payment of the
purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Common Stock of the Holding
Company at the Fair Market Value of such shares on the date of surrender
determined in the manner described in Section 2(i).
(b) Terms of Options. The term during which each Non-statutory Stock
Option may be exercised shall be determined by the Committee, but in no
event shall a Non-statutory Stock Option be exercisable in whole or in part
more than 10 years from the Date of Grant The Committee shall determine the
date on which each Non-statutory Stock Option shall become exercisable and
may provide that a Non-statutory Stock Option shall become exercisable in
installments. The shares comprising each installment may be purchased in
whole or in part at any time during the term of such option after such
installment becomes exercisable. The Committee may, in its sole discretion,
accelerate the time at which any Non-statutory Stock Option may be
exercised in whole or in part. Notwithstanding the above, in the event of a
Change in Control of the Holding Company, all Non-statutory Stock Options
shall become immediately exercisable.
(c) Termination of Employment. Unless otherwise determined by the
Committee, upon the termination of a Participant's service for any reason
other than Disability, Retirement, Change in Control, death or Termination
for Cause, the Participant's Non-statutory Stock Options shall be
exercisable only as to those shares which were immediately exercisable by
the Participant at the date of termination and only for a period of three
months following termination. Notwithstanding any provision set forth
herein nor contained in any Agreement relating to the award of an Option,
in the event of Termination for Cause, all rights under the Participant's
Non-statutory Stock Options shall expire upon termination.
Unless otherwise determined by the Committee, in the event of death,
termination of service as a result of Disability, Change in Control, or
Retirement of any Participant, all Non-statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall be exercisable
immediately by the Participant or the legal representatives or
beneficiaries of the Participant, and remain exercisable for one year or
such longer period as determined by the Committee following the date of the
Participant's death or termination of employment due to Disability, Change
in Control, or Retirement provided that in no event shall the period extend
beyond the expiration of the Non-statutory Stock Option term.
(d) Exception for Retirement. Notwithstanding the general rule
contained in Section 7.1(c) above, all options held by a Recipient whose
employment with the Bank or an Affiliate terminates due to Retirement and
who, as of the Recipient's last day of employment with the Bank or
Affiliate, is a director of the Bank or an Affiliate shall not be forfeited
and shall continue to be earned as determined by the Committee; provided,
however, that any unearned options shall be forfeited upon such Recipient's
termination of services as a director of the Bank or any Affiliate. Options
earned pursuant to this subsection shall be otherwise subject to the
provisions of this Plan.
<PAGE>
8. INCENTIVE STOCK OPTIONS.
8.1 Grant of Incentive Stock Options.
The Committee may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:
(a) Price. The purchase price per share of Common Stock deliverable upon
the exercise of each Incentive Stock Option shall be not less than 100% of the
Fair Market Value of the Holding Company's Common Stock on the Date of Grant.
However, if a Participant owns stock possessing more than 10% of the total
combined voting power of all classes of Common Stock of the Holding Company, the
purchase price per share of Common Stock deliverable upon the exercise of each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Holding Company's Common Stock on the Date of Grant. Shares may be purchased
only upon payment of the full purchase price. Payment of the purchase price may
be made, in whole or in part, through the surrender of shares of the Common
Stock of the Holding Company at the Fair Market Value of such shares on the date
of surrender determined in the manner described in Section 2(i).
(b) Amounts of Options. Incentive Stock Options may be granted to any
eligible employee in such amounts as determined by the Committee; provided that
the amount granted is consistent with the terms of Section 422 of the Internal
Revenue Code. In the case of an option intended to qualify as an Incentive Stock
Option, the aggregate Fair Market Value (determined as of the time the option is
granted) of the Common Stock with respect to which Incentive Stock Options
granted are exercisable for the first time by the Participant during any
calendar year (under all plans of the Participant's employer corporation and its
parent and subsidiary corporations) shall not exceed $100,000. The provisions of
this Section 8.1(b) shall be construed and applied in accordance with Section
422(d) of the Code and the regulations, if any, promulgated thereunder. To the
extent an award under this Section 8.1 exceeds this $100,000 limit, the portion
of the award in excess of such limit shall be deemed a Non-statutory Stock
Option. The Committee shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Statutory Stock Options. Such Non-Statutory Stock
Options shall be subject to Section 7 of the Plan.
(c) Terms of Options. The term during which each Incentive Stock Option may
be exercised shall be determined by the Committee, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than 10 years
from the Date of Grant. If at the time an Incentive Stock Option is granted to a
Participant, the Participant owns Common Stock representing more than 10% of the
total combined voting securities of the Holding Company (or, under Section
424(d) of the Code, is deemed to own Common Stock representing more than 10% of
the total combined voting power of all classes of stock of the Holding Company,
by reason of the ownership of such classes of stock, directly or indirectly, by
or for any brother, sister, spouse, ancestor or lineal descendent of such
Participant, or by or for any corporation, partnership, estate or trust of which
such Participant is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to such Participant shall not be exercisable after the expiration
of five years from
<PAGE>
the Date of Grant. No Incentive Stock Option granted under this Plan is
transferable except by will or the laws of descent and distribution and is
exercisable in his lifetime only by the Participant to whom it is granted.
The Committee shall determine the date on which each Incentive Stock Option
shall become exercisable and may provide that an Incentive Stock Option shall
become exercisable in installments. The shares comprising each installment may
be purchased in whole or in part at any time during the term of such option
after such installment becomes exercisable, provided that the amount able to be
first exercised in a given year is consistent with the terms of Section 422 of
the Code. The Committee may, in its sole discretion, accelerate the time at
which any Incentive Stock Option may be exercised in whole or in part, provided
that it is consistent with the terms of Section 422 of the Code. Notwithstanding
the above, in the event of a Change in Control of the Holding Company, all
Incentive Stock Options shall become immediately exercisable.
(d) Termination of Employment. Unless otherwise determined by the
Committee, upon the termination of a Participant's service for any reason other
than Disability, Retirement, Change in Control, death or Termination for Cause,
the Participant's Incentive Stock Options shall be exercisable only as to those
shares which were immediately exercisable by the Participant at the date of
termination and only for a period of three months following termination.
Notwithstanding any provisions set forth herein nor contained in any Agreement
relating to an award of an Option, in the event of Termination for Cause all
rights under the Participant's Incentive Stock Options shall expire upon
termination.
Unless otherwise determined by the Committee, in the event of death or
termination of service as a result of Disability of any Participant, all
Incentive Stock Options held by such Participant, whether or not exercisable at
such time, shall be exercisable by the Participant or the Participant's legal
representatives or beneficiaries of the Participant for one year or such longer
period as determined by the Committee following the date of the Participant's
death or termination of employment as a result of Disability. Upon termination
of the Participant's service as a result of Retirement, or a Change in Control,
all Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable for a period of one year or such longer
period as determined by the Committee following the date of Participant's
termination of employment, provided however, that such option shall not be
eligible for treatment as an Incentive Stock Option in the event such option is
exercised more than three months following the date of the Participant's
termination of service as a result of Retirement or a Change in Control. In no
event shall the exercise period extend beyond the expiration of the Incentive
Stock Option term.
<PAGE>
(e) Compliance with Code. The options granted under this Section 8 of the
Plan are intended to qualify as incentive stock options within the meaning of
Section 422 of the Code, but the Holding Company makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code.
<PAGE>
9. LIMITED RIGHTS.
9.1 Grant of Limited Rights.
Simultaneously with the grant of any option, the Committee may grant a
Limited Right with respect to all or some of the shares covered by such option.
Limited Rights granted under this Plan are subject to the following terms and
conditions:
(a) Terms of Rights. In no event shall a Limited Right be exercisable in
whole or in part before the expiration of six months from the Date of Grant of
the Limited Right. A Limited Right may be exercised only in the event of a
Change in Control of the Holding Company.
The Limited Right may be exercised only when the underlying option is
eligible to be exercised, and only when the Fair Market Value of the underlying
shares on the day of exercise is greater than the exercise price of the
underlying option.
Upon exercise of a Limited Right, the underlying option shall cease to be
exercisable. Upon exercise or termination of an option, any related Limited
Rights shall terminate. The Limited Rights may be for no more than 100% of the
difference between the purchase price and the Fair Market Value of the Common
Stock subject to the underlying option. The Limited Right is transferable only
when the underlying option is transferable and under the same conditions.
(b) Payment. Upon exercise of a Limited Right, the holder shall promptly
receive from the Holding Company an amount of cash equal to the difference
between the purchase price of the underlying option and the Fair Market Value of
the Common Stock subject to the underlying option on the date the Limited Right
is exercised, multiplied by the number of shares with respect to which such
Limited Right is being exercised.
(c) Termination of Employment. After the occurrence of a Change in Control
of the Holding Company, upon the termination of a Participant's service for any
reason other than Termination for Cause, any Limited Rights held by the
Participant shall then be exercisable for a period of one year following
termination. In the event of Termination for Cause, all Limited Rights held by
the Participant shall expire immediately. After the occurrence of a Change in
Control of the Holding Company, upon termination of the Participant's employment
for reason of death, Retirement or Disability, all Limited Rights held by such
Participant shall be exercisable by the Participant or the Participant's legal
representative(s) or beneficiaries for a period of one year from the date of
such termination. In no event shall the period extend beyond the expiration of
the term of the underlying option.
10. SURRENDER OPTION.
In the event of a Participant's termination of employment as a result of
death, Disability or Retirement, the Participant or the Participant's legal
representative(s) or beneficiaries, may, in a form acceptable to the Committee
make application to surrender all or part of options held by such Participant in
exchange for a cash payment from the Holding Company in an amount equal
<PAGE>
to the difference between the Fair Market Value of the Common Stock on the date
of termination of employment and the purchase price per share of the option
surrendered. Whether the Committee accepts such application or determines to
make payment, in whole or part, is within its absolute and sole discretion, it
being expressly understood that the Committee is under no obligation to any
Participant whatsoever to make such payments. In the event that the Committee
accepts such application and the Holding Company determines to make payment,
such payment shall be in lieu of the exercise of the underlying option and such
option shall cease to be exercisable.
11. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY.
No Participant shall have any rights as a shareholder with respect to any
shares covered by a Non-statutory and/or Incentive Stock Option until the date
of issuance of a stock certificate for such shares. Nothing in this Plan or in
any Award granted confers on any person any right to continue in the employ of
the Holding Company or its Affiliates or to continue to perform services for the
Holding Company or its Affiliates or interferes in any way with the right of the
Holding Company or its Affiliates to terminate a Participant's services as an
officer or other employee at any time.
No Award under the Plan shall be transferable by the Participant other than
by will or the laws of descent and distribution and may only be exercised during
his lifetime by the Participant, or by a legal representative of the
Participant.
12. AGREEMENT WITH GRANTEES.
Each Award of Options, and/or Limited Rights will be evidenced by a written
agreement executed by the Participant and the Holding Company or its Affiliates
which describes the conditions for receiving the Awards including the date of
Award, the purchase price if any, applicable periods, and any other terms and
conditions as may be required by the Board of Directors or applicable securities
law.
13. DESIGNATION OF BENEFICIARY.
A Participant may, with the consent of the Committee, designate a person or
persons to receive, in the event of death, any Award to which the Participant
would then be entitled. Such designation will be made upon forms supplied by and
delivered to the Holding Company and may be revoked in writing. If a Participant
fails effectively to designate a beneficiary, then the Participant's estate will
be deemed to be the beneficiary.
14. DILUTION AND OTHER ADJUSTMENTS.
In the event of any change in the outstanding shares of Common Stock of the
Holding 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 without receipt or payment of consideration by the Holding
<PAGE>
Company, the Committee will make such adjustments to previously granted Awards,
to prevent dilution or enlargement of the rights of the Participant, including
any or all of the following:
(a) adjustments in the aggregate number or kind of shares of stock which
may underlie future Awards under the Plan;
(b) adjustments in the aggregate number or kind of shares of stock
underlying Awards already made under the Plan;
(c) adjustments in the purchase price of outstanding Incentive and/or
Non-statutory Stock Options, or any Limited Rights attached to such
options.
No such adjustments may, however, materially change the value of benefits
available to a Participant under a previously granted Award.
15. TAX WITHHOLDING.
There shall be deducted from each distribution of cash and/or Common Stock
under the Plan the amount required by any governmental authority to be withheld
for tax purposes. If this Plan is qualified under 17 C.F.R. ss.240.16b-3 under
the Exchange Act ("Rule 16b-3"), then any withholding shall comply with Rule
16b-3.
16. AMENDMENT OF THE PLAN.
The Board of Directors may at any time, and from time to time, modify or
amend the Plan in any respect; provided however, that Section 7.1, 8.1 and 9.1
governing grants shall not be amended more than once every six months other than
to comport with the Internal Revenue Code or the Employee Retirement Income
Security Act of 1974, as amended, if applicable and provided further that, if it
has been determined by the Board of Directors to continue to qualify the Plan
under Rule 16b-3, shareholder approval shall be required for any such
modification or amendment which:
(a) materially increases the maximum number of shares -for which Awards
may be granted under the Plan (subject, however, to the provisions of
Section 14 hereof);
(b) reduces the exercise price at which Awards may be granted (subject,
however, to the provisions of Section 14 hereof);
(c) extends the period during which Awards may be granted or exercised
beyond the terms originally prescribed; or
(d) changes the persons subject to Section 16 of the Exchange Act eligible
to participate in the Plan.
<PAGE>
Failure to ratify or approve amendments or modifications to subsections (a)
through (d) of this Section by shareholders shall be effective only as to the
specific amendment or modification requiring such ratification. Other
provisions, sections, and subsections of this Plan will remain in full force and
effect
No such termination, modification or amendment may affect the rights of a
Participant under an outstanding Award.
17. EFFECTIVE DATE OF PLAN.
The Plan shall become effective upon the consummation of the conversion of
Liberty Federal Savings Bank from the mutual to capital stock form of ownership
(the "Effective Date") on December 23, 1991. The Plan shall be presented to
shareholders for ratification for purposes of: (i) obtaining favorable treatment
under Section 16(b) of the Securities Exchange Act of 1934; (ii) obtaining
preferential tax treatment for Incentive Stock Options; and (iii) maintaining
listing on the NASDAQ National Market System. The failure to obtain shareholder
ratification will not effect the validity of the Plan and the options
thereunder, provided, however, that if the Plan is not ratified, the Plan shall
remain in full force and effect, and any Incentive Stock Options granted under
the Plan shall be deemed to be Non-statutory Stock Options.
18. TERMINATION OF THE PLAN.
The right to grant Awards under the Plan will terminate upon the earlier of
ten (10) years after the Effective Date of the Plan or the issuance of Common
Stock or the exercise of options, surrender rights or related Limited Rights
equivalent to the maximum number of shares reserved under the Plan as set forth
in Section 5. The Board of Directors has the right to suspend or terminate the
Plan at any time, provided that no such action will, without the consent of a
Participant, adversely affect his rights under a previously granted Award.
19. APPLICABLE LAW.
The Plan will be administered in accordance with the laws of the State of
Delaware.
20. COMPLIANCE WITH SECTION 16.
If this Plan is qualified under Rule 16b-3, with respect to persons subject
to Section 16 of the Exchange Act, transactions under this Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by the
Committee fail to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
IN WITNESS WHEREOF, the Bank has established this Plan, as amended and restated,
to be executed by its duly authorized executive officer and the corporate seal
to be affixed and duly attested, effective as of the 12th day of January, 1995.
<PAGE>
EXHIBIT 23.2
CONSENT OF KPMG LLP
<PAGE>
[LETTERHEAD OF KPMG LLP]
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alliance Bancorp:
We consent to incorporation by reference in the registration statement (No.
36-3811768) on Form S-8 of Alliance Bancorp of our report dated January 27,
1999, relating to the consolidated statements of financial condition of Alliance
Bancorp and subsidiaries as of December 31, 1998, and 1997, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the years in the two-year period ended December 31, 1998 and
the year ended September 30, 1996, which report appears in the December 31, 1998
annual report on Form 10-K of Alliance Bancorp.
/s/ KPMG LLP
Chicago, Illinois
June 28, 1999
