<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-____
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
STANDARD FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3941870
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Address of principal executive offices)
__________________
STANDARD FINANCIAL, INC.
MANAGEMENT RECOGNITION AND RETENTION PLAN
(Full title of the plan)
__________________
RANDALL R. SCHWARTZ
VICE PRESIDENT AND GENERAL COUNSEL
STANDARD FINANCIAL, INC.
800 BURR RIDGE PARKWAY
BURR RIDGE, ILLINOIS 60521
(Name and address of agent for service)
(708) 986-4900
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
RICHARD A. SIRUS, ESQ.
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1)(2) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE(2)
_________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, $.01 Par Value 745,200 $15.125 $11,271,150 $3,887.00
=================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Act solely for the purpose of
calculating the registration fee and based, in accordance with Rule 457(c),
upon the average of the high and low prices of the shares of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
1996.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Standard Financial, Inc.
Management Recognition and Retention Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (File No. 0-24082), filed with
the Commission on April 1, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the Form 10-K referred to in (a) above.
(c) The description of the Company's Common Stock, par value
$0.01 per share, contained in Item 1 of the Company's
Registration Statement on Form 8-A (File No. 0-24082),
originally filed with the Commission on May 9, 1994, 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, 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
which is a part hereof (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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of
the Company's Certificate of Incorporation provide as follows:
ARTICLE X
INDEMNIFICATION
A. Each person who was or is made a party or is
threatened to be made a party to or otherwise involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or
an Officer of the Corporation or is or was serving at the
request of the Corporation as a Director, Officer, employee
or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with
respect to any
II-1
<PAGE>
employee benefit plan (hereinafter an "indemnitee"), whether the
basis of such proceeding is alleged action in an official capacity
as a Director, Officer, employee or agent or in any other capacity
while serving as a Director, Officer, employee or agent shall be
indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law
permitted the Corporation to provide prior to such amendment)
against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section C hereof with respect to such proceedings to enforce rights
to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the
Corporation.
B. The right to indemnification conferred in Section A
of this Article X shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that if the
Delaware General Corporation Law requires an advancement of
expenses incurred by an indemnitee in his or her capacity as
a Director or Officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including,
without limitation, services to an employee benefit plan)
shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf
of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision
from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to
be indemnified for such expenses under this Section or
otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections A and B of this
Article X shall be contract rights and such rights shall
continue as to an indemnitee who has ceased to be a Director,
Officer, employee or agent and shall inure to the benefit of
the indemnitee's heirs, executors and administrators.
C. If a claim under Sections A and B of this Article X
is not paid in full by the Corporation within sixty days
after a written claim has been received by the Corporation,
except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expenses of
prosecuting or defending such suit. In (i) any suit brought
by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) in any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable
standard of conduct, set forth in the Delaware General
Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has
not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable
standard of conduct or, in the case of such a suit brought by
the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder,
or by the Corporation to
II-2
<PAGE>
recover an advancement of expenses hereunder, or by the Corporation
to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses,
under this Article X or otherwise shall be on the Corporation.
D. The rights to indemnification and to the
advancement of expenses conferred in this Article X shall not
be exclusive of any other right which any person may have or
hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, Officer,
employee or agent of the Corporation or subsidiary or
affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the Corporation to the fullest extent of
the provisions of this Article X with respect to the
indemnification and advancement of expenses of Directors and
Officers of the Corporation.
ARTICLE XI
ELIMINATION OF DIRECTORS' LIABILITY
A Director of this Corporation shall not be personally
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a Director, except
for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended to authorize corporation action further eliminating
or limiting the personal liability of Directors, then the
liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
Any appeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely
affect any right or protection of a Director of the
Corporation existing at the time of such repeal or
modification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company 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.
II-3
<PAGE>
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement
to include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and (iii) 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, provided however, that provisions (i) and
(ii) of this undertaking are inapplicable if the information to be
filed thereunder is contained in periodic reports filed by the
Company pursuant to Sections 13 or 15(d) of the Exchange Act and
incorporated by reference into the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<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 Burr Ridge, State of Illinois, on May 16, 1996.
STANDARD FINANCIAL, INC.
By: /s/ David H. Mackiewich
____________________________________________
David H. Mackiewich, Chairman of the
Board, President and Chief Executive Officer
By: /s/ Thomas M. Ryan
____________________________________________
Thomas M. Ryan, Executive Vice
President, Chief Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ David H. Mackiewich Chairman of the Board, President and Chief Executive Officer
_________________________________
David H. Mackiewich
/s/ Thomas M. Ryan Executive Vice President, Chief Financial and Operating Officer
_________________________________
Thomas M. Ryan (principal financial and accounting officer) and Director
/s/ Stasys J. Baras Director
_________________________________
Stasys J. Baras
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ John A. Brdecka Director
_________________________________
John A. Brdecka
/s/ Fred V. Gwyer Director
_________________________________
Fred V. Gwyer
/s/ George W. Lane Director
_________________________________
George W. Lane
/s/ Tomas A. Kisielius Director
_________________________________
Tomas A. Kisielius
/s/ Sharon Reese Dalenberg Director
_________________________________
Sharon Reese Dalenberg
/s/ Albert M. Petkus Director
_________________________________
Albert M. Petkus
</TABLE>
S-2
<PAGE>
STANDARD FINANCIAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Incorporated
Exhibit Description Herein by Filed Sequential
No. Reference To Herewith Page No.
_____________________________________________________________________________________________________
<S> <C> <C> <C> <C>
4.1 Certificate of Exhibit 3.1 to the Registration
Incorporation of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.2 Bylaws of Standard Exhibit 3.2 to the Registration
Financial, Inc. Statement on Form S-1 filed with
the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No.
33-76596)
4.3 Specimen Stock Exhibit 4.1 to the Registration
Certificate of Standard Statement on Form S-1 filed with
Financial, Inc. the Commission by Standard
Financial, Inc. on March 18,
1994, as amended (SEC File No. 33-
76596)
5.1 Opinion of Barack, X
Ferrazzano, Kirschbaum &
Perlman
23.1 Consent of Ernst & Young X
LLP
23.2 Consent of Barack,
Ferrazzano, Kirschbaum & Included in
Perlman Exhibit 5.1
24.1 Power of Attorney
Included on
Signature
Page to this
Registration
Statement
99.1 Standard Financial, Inc.
Management Recognition X
and Retention Plan
====================================================================================================
</TABLE>
<PAGE>
[BARACK, FERRAZZANO; KIRSCHBAUM & PERLMAN LETTERHEAD]
May 17, 1996
Standard Financial, Inc.
800 Burr Ridge Parkway
Burr Ridge, Illinois 60521
Ladies and Gentlemen:
We have acted as special counsel to Standard Financial, Inc., a Delaware
corporation (the "Company"), in connection with the proposed offering of 341,000
shares of its common stock, $0.01 par value ("Common Shares"), pursuant to the
Standard Financial, Inc. Stock Option Plan For Outside Directors Plan (the
"Offering") as described in the Form S-8 Registration Statement to be filed with
the Securities and Exchange Commission (the "SEC") on or about May 17, 1996 (the
"Registration Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration Statement. You
have requested our opinion concerning certain matters in connection with the
Offering.
We have made such legal and factual investigation as we deemed necessary
for purposes of this opinion. In our investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and examined
the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on March 9, 1994, as
amended, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
c. Resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
d. a form of share certificate representing the Common Shares approved by
the Board.
<PAGE>
Page 2
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
Based upon the foregoing, but assuming no responsibility for the accuracy
or the completeness of the data supplied by the Company and subject to the
qualifications, assumptions and limitations set forth herein, it is our opinion
that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate authority
to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 25,000,000 Common Shares, of
which 16,697,441 Common Shares were issued and were outstanding as of April 30,
1996.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and non-
assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of any
change in the foregoing subsequent to the date of this letter (even though the
change may affect the legal conclusions stated in this letter).
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus, as attorneys who will pass upon the legality of the Common Shares to
be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Standard Financial, Inc. Management Recognition and
Retention Plan of our report dated January 26, 1996, with respect to the
consolidated financial statements of Standard Financial, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
May 15, 1996
Chicago, Illinois
<PAGE>
STANDARD FINANCIAL, INC.
MANAGEMENT RECOGNITION AND RETENTION PLAN
ARTICLE I
ESTABLISHMENT
Standard Financial, Inc., a Delaware corporation (the "Company"), hereby
establishes the Standard Financial, Inc. Management Recognition and Retention
Plan (the "Plan") upon the terms and conditions hereinafter stated.
ARTICLE II
PURPOSE
The purpose of the Plan is to retain Officers and key Employees of
experience and ability by providing such persons with a proprietary interest in
the Company as compensation for their contributions to the Company and
Affiliates and as an incentive to make such contributions and to promote the
Company's and the Affiliates' growth and profitability in the future.
ARTICLE III
DEFINITIONS
The following words and phrases when used in this Plan with an initial
capital letter shall have the meanings set forth below unless the context
clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.1 "Affiliate" means any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended, (the
"Code") and the regulations issued thereunder.
3.2 "Beneficiary" means the person or persons designated by a Participant
to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, or if the designated person or persons predecease the Participant,
the Beneficiary shall be the Participant's surviving spouse, if any, or if none,
his estate.
3.3 "Bank" means Standard Federal Bank for savings.
3.4 "Board" means the Board of Directors of the Company.
3.5 "Cause" shall have the meaning set forth in any unexpired employment
or change in control agreement between the Participant and the Company and/or an
Affiliate (and, in the absence of any such agreement, shall mean personal
dishonesty, willful misconduct, any breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, or the willful violation
of any law, rule or regulation or a final cease and desist order which results
in a material loss to the Company or any Affiliate).
<PAGE>
3.6 "Change in Control" means:
(a) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors of
the Company or the Bank cease for any reason to constitute a majority
thereof, unless the election or nomination for election of each new
director was approved by a vote of at least two-thirds of the board
members then still in office who were board members at the beginning
of the period or who were similarly nominated;
(b) a change in control of the Bank or the Company as described
in 12 C.F.R. Section 574.4(a) occurs;
(c) the Board of Directors of the Company or the Bank adopts a
resolution to the effect that a Change in Control of the Company or
the Bank for purposes of this Plan has occurred;
(d) an event of a nature that the Company would be required to
report in response to item 1(a) of the current report on Form 8-K as
in effect on the date of this Plan, pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
occurs;
(e) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
such term is defined in Rule 13d-3 of the Exchange Act), representing
20% or more of the Company's or the Bank's outstanding securities,
except for any securities of the Bank purchased by the Company in
connection with the conversion of the Bank to stock form, any
securities purchased by the Bank's employee stock ownership plan and
trust and any person who becomes a 20% beneficial owner solely as a
result of stock repurchases by the Company; or
(f) a plan of reorganization, merger, consolidation, sale or
liquidation of all or substantially all assets of the Company or the
Bank or a similar transaction occurs in which the Company or the Bank
is not the resulting entity.
3.7 "Committee" means the Committee appointed by the Board pursuant to
Section 4.1 to administer the Plan.
3.8 "Common Stock" means the common stock, $.01 par value per share, of
the Company.
3.9 "Conversion" means the conversion of the Bank from the mutual to the
stock form of organization and the acquisition of the Bank by the Company.
3.10 "Disability" means "permanent and total disability" as defined in
Section 22(e)(3) of the Code.
3.11 "Employee" means any person who is employed by the Company or an
Affiliate.
3.12 "Normal Retirement Age" means attainment of age 65 and completion of
five years of service with the Company or any Affiliate.
<PAGE>
3.13 "Officer" means an officer of the Company or any Affiliate.
3.14 "Participant" means an Officer or a key Employee who receives a Plan
Share Award under the Plan.
3.15 "Plan Share Award" means a right granted under the Plan to earn Plan
Shares.
3.16 "Plan Shares" means shares of Common Stock held in a Trust and issued
or issuable to a Participant pursuant to the Plan.
3.17 "Plan Share Reserve" means the shares of Common Stock held by the
Trustee pursuant to Sections 5.2 and 5.3.
3.18 "Trust" means a trust established by the Board in connection with the
Plan to hold Plan assets for the purposes set forth herein.
3.19 "Trustee" means that person or persons and entity or entities
approved by the Board pursuant to Sections 4.2 and 4.3 to hold legal title to
any of the Plan assets for the purposes set forth herein.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.1 APPOINTMENT OF THE COMMITTEE. The Committee shall be appointed by the
Board and shall be comprised of members of the Board who are not Employees and
who are "disinterested directors" as that term is defined under Rule 16b-3 under
the Exchange Act promulgated by the Securities and Exchange Commission.
4.2 ROLE OF THE COMMITTEE. The Plan shall be administered and interpreted by
the Committee. The interpretation and construction by the Committee of any
provisions of the Plan or of any Plan Share Award shall be final and binding.
The Committee shall act by vote or written consent of a majority of its members.
Subject to the provisions of the Plan, the Committee may adopt such rules,
regulations and procedures as it deems appropriate for the conduct of its
affairs. The Committee shall report its actions and decisions with respect to
the Plan to the Board at appropriate times, but in no event less than one time
per calendar year. The Committee shall recommend to the Board one or more
person(s) or entity to act as Trustee(s) in accordance with the provisions of
this Plan and the terms of any trust agreement. Notwithstanding the foregoing,
the Plan shall in all instances be administered and interpreted to comply with
the regulations of the Office of Thrift Supervision, Department of the Treasury,
and any successor thereto.
4.3 ROLE OF THE BOARD. The members of the Committee shall be appointed by,
and will serve at the pleasure of, the Board. The Board may in its discretion
from time to time remove members from, or add members to, the Committee, and may
appoint, remove, replace or add any Trustees.
4.4 INDEMNIFICATION. In addition to such other rights of indemnification as
they may have, the members of the Committee shall be indemnified by the Company
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Plan Share
Award to the full extent provided for under the Company's charter or bylaws with
respect to the indemnification of Directors.
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ARTICLE V
CONTRIBUTIONS AND PLAN SHARE RESERVE
5.1 CONTRIBUTIONS. Following the effective date of the Plan as provided in
Section 8.7, the Company shall contribute to the Trust up to 745,200 authorized
but unissued shares of Common Stock, but in no event more than that amount
permitted under applicable law or regulation. No contributions by Participants
shall be permitted.
5.2 CREATION OF PLAN SHARE RESERVE. Shares of Common Stock contributed to the
Trust shall constitute the "Plan Share Reserve." Any earnings received with
respect to Common Stock held in the Plan Share Reserve shall be held in an
interest bearing account. Any earnings received with respect to Common Stock
subject to a Plan Share Award shall be held in an interest bearing account on
behalf of the Participant.
5.3 EFFECT OF ALLOCATIONS AND FORFEITURES UPON PLAN SHARE RESERVE. Upon the
allocation of Plan Share Awards, or the decision of the Committee to sell Plan
Shares and return the proceeds to the Company (or, if applicable, the Affiliate
which made the contribution to purchase such shares), the Plan Share Reserve
shall be reduced by the number of Plan Shares subject to the Plan Share Awards
so allocated or sold. Any Plan Shares subject to a Plan Share Award which are
forfeited by the Participant shall remain in the Plan Share Reserve.
ARTICLE VI
ELIGIBILITY AND ALLOCATIONS
6.1 ELIGIBILITY. Officers and key Employees designated by the Committee may
be eligible to receive Plan Share Awards.
6.2 ALLOCATIONS.
(a) The Committee shall determine which, if any, Officers and key
Employees shall be granted Plan Share Awards, and the number of Plan Shares
covered by each Plan Share Award. The number of Plan Shares which may be covered
by all Plan Share Awards granted to any individual shall not exceed more than
25% of the total number of plan shares.
(b) Notwithstanding anything contained herein to the contrary, the number
of Plan Shares covered by Plan Share Awards may not exceed the number of Plan
Shares in the Plan Share Reserve immediately prior to the grant of such awards,
and in no event shall any Plan Share Award be made which will violate the
charter, bylaws or Plan of Conversion of the Bank or any applicable law or
regulation. Upon termination of the Plan any remaining Plan Shares shall be sold
by the Trustee and the proceeds of such sale shall be returned to the Company
(or, if applicable, the Affiliate which made the contribution to purchase such
shares).
6.3 FORM OF ALLOCATION. As promptly as practicable after a determination is
made that a Plan Share Award will be granted, the Participant shall be notified
in writing of the grant of the Plan Share Award. Such notice shall include the
number of Plan Shares covered by the Plan Share Award and the terms upon which
the Plan Shares subject to the award will be vested. The date on which the
Committee so notifies
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the Participant shall be considered the date of grant of the Plan Share Award.
The Committee shall maintain records as to all grants of Plan Share Awards under
the Plan.
6.4 ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the contrary
contained in the Plan, no Officer or key Employee shall have any right or
entitlement to receive a Plan Share Award and all Plan Share Awards shall be
made at the total discretion of the Committee. The Committee shall, if so
directed by the Board, direct the Trustee to sell all Common Stock in the Plan
Share Reserve and return the proceeds from such sale to the Company (or, if
applicable, the Affiliate which made the contribution to purchase such shares)
at any time; provided, however, that if such sale is subject to any restrictions
on sales of securities, then such Common Stock shall be returned to the Company.
ARTICLE VII
VESTING, DISTRIBUTION AND VOTING OF PLAN SHARES
7.1 VESTING.
(a) GENERAL RULES. Unless the Committee shall specifically provide a longer
vesting schedule at the time a Plan Share Award is granted, Plan Shares subject
to a Plan Share Award shall vest at the rate of 20% of the aggregate number of
Plan Shares covered by the Plan Share Award on the first anniversary of the date
of grant and 20% annually thereafter as long as the Participant remains employed
with the Company or an Affiliate.
If the employment of a Participant is terminated prior to the time the Plan
Share Award is 100% vested for any reason except as specifically provided in
paragraph (b) below, the Participant shall forfeit any Plan Shares subject to
his Plan Share Award which are not then vested.
In determining the number of Plan Shares which are vested, fractional
shares shall be rounded down to the nearest whole number, and such fractional
shares shall be aggregated and vested on the date as of which the Plan Share
Award becomes 100% vested.
(b) DISABILITY, RETIREMENT OR DEATH. All Plan Shares subject to a Plan Share
Award held by a Participant whose employment with the Company and all Affiliates
terminates due to death, Disability, or after attainment of Normal Retirement
Age, shall become 100% vested as of the Participant's last day of employment
with the Company and all Affiliates.
(c) REVOCATION FOR CAUSE. Notwithstanding anything in the Plan to the
contrary, the Committee may revoke, rescind and terminate any Plan Share Award,
or portion thereof, to the extent Plan Shares (whether or not yet vested) have
not been delivered thereunder, awarded to an Employee or Officer who is
discharged from the Company or an Affiliate for Cause, or who is discovered
after termination of employment or service to have engaged in conduct that would
have justified termination for Cause.
(d) CHANGE IN CONTROL. All Plan Shares subject to a Plan Share Award held by
a Participant shall become 100% vested upon a Change in Control.
7.2 ACCRUAL OF DIVIDENDS. Dividends received on Plan Shares shall be held in
the Trust until the Plan Shares to which they relate are distributed. Whenever
Plan Shares are distributed to a Participant or
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Beneficiary, such Participant or Beneficiary shall also be entitled to receive,
with respect to each Plan Share distributed, an amount attributable to any cash
dividends and a number of shares of Common Stock equal to any stock dividends
declared and paid with respect to a share of Common Stock between the date the
Participant's Plan Share Award was granted and the date the Plan Shares subject
to the award are distributed. There shall also be distributed an appropriate
amount of net earnings, if any, of the Trust with respect to any dividends so
distributed.
7.3 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTION. Plan Shares shall be distributed to the
Participant or his Beneficiary, as the case may be, as soon as practicable after
they become vested.
(b) FORM OF DISTRIBUTION. All Plan Shares, together with any shares
representing stock dividends, shall be distributed in the form of Common Stock.
One share of Common Stock shall be distributed for each Plan Share vested and
distributable. Payments representing accumulated dividends (and earnings
thereon, if any) shall be made in cash or Common Stock.
(c) WITHHOLDING. The Trustee shall withhold from any payment or distribution
made under the Plan sufficient amounts of cash or shares of Common Stock to
cover any applicable withholding and employment taxes, and if the amount of such
payment is insufficient, the Trustee may require the Participant or Beneficiary
to pay to the Trustee the amount required to be withheld as a condition of
delivering the Plan Shares. The Trustee shall pay over to the Affiliate which
employs or employed such Participant any such amount withheld from or paid by
the Participant or Beneficiary. If this Plan is qualified under 17 C.F.R.
Section 240.16b-3 of the Exchange Act Rules, then any withholding shall comply
with 17 C.F.R. Section 240.16b-3(e).
7.4 VOTING OF PLAN SHARES. All unvested shares of Common Stock held by the
Trustee shall be voted by the Trustee.
ARTICLE VIII
MISCELLANEOUS
8.1 ADJUSTMENTS FOR CAPITAL CHANGES. In the event of any change in the
outstanding shares of Common Stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, reorganization, combination or
exchange of shares, or other similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company, the Committee shall adjust the aggregate number of Plan Shares
available for issuance pursuant to the Plan and shall adjust the number of
shares to which any Plan Share Award relates to prevent dilution or enlargement
of the rights granted to a Participant under the Plan.
8.2 AMENDMENT AND TERMINATION OF PLAN. The Board may at any time amend or
terminate the Plan. Except as otherwise provided, rights and obligations under
any Plan Share Award granted before an amendment shall not be altered or
impaired by such amendment without the written consent of the Participant. If
the Plan becomes qualified under 17 C.F.R. Section 16b-3 of the rules and
regulations promulgated under the Exchange Act and an amendment would require
stockholder approval under such Rule 16b-3 to retain the Plan's qualification,
then such amendment shall be presented to stockholders for ratification,
provided, however, that, to the extent set forth in the amendment, the failure
to obtain stockholder ratification shall not affect the validity of the Plan as
so amended and the Plan Share Awards
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granted thereunder. The power to amend or terminate shall include any part of
the assets of the Trust, including proceeds from the sale of shares of Common
Stock held in the Plan Share Reserve, as well as shares of Common Stock and
other assets subject to Plan Share Awards made to Participants. The termination
of the Trust shall not affect a Participant's right to vest in his Plan Share
Awards and to the distribution of Common Stock relating thereto, including
earnings thereon, in accordance with the terms of the Plan and the grant by the
Committee. Notwithstanding the foregoing, the Plan shall in all instances be
administered and interpreted to comply with the regulations of the Office of
Thrift Supervision, Department of the Treasury, and any successor thereto.
8.3 NONTRANSFERABLE. Plan Share Awards and rights to Plan Shares shall not be
transferable by a Participant except by will or the laws of descent and
distribution, and during the lifetime of the Participant, Plan Shares may only
be vested in and paid to the Participant who was notified in writing of the
Award by the Committee pursuant to Section 6.3.
8.4 EMPLOYMENT RIGHTS. Neither the Plan nor any grant of a Plan Share Award
or Plan Shares nor any action taken by the Trustee, the Committee or the Board
in connection with the Plan shall create any right on the part of any Officer or
Employee to continue in the employ of the Company or any Affiliate.
8.5 VOTING AND DIVIDEND RIGHTS. No Participant shall have any voting or
dividend rights or other rights of a stockholder in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Sections 7.2 and
7.4, prior to the time such Plan Shares are actually distributed to him.
8.6 GOVERNING LAW. The Plan and Trust shall be governed by the laws of the
State of Illinois to the extent not preempted by the laws of the United States.
8.7 EFFECTIVE DATE. This Plan is effective upon approval of the Plan by the
affirmative vote of a majority of the securities of the Company present, or
represented, and entitled to vote at a duly called annual or special meeting of
the stockholders of the Company, or any adjournment thereof, held no earlier
than six months after completion of the Conversion but within 12 months of the
effective date of the Conversion. No Plan Share Award may be granted hereunder
prior to the effective date of the Plan.
8.8 TERM OF PLAN. This Plan shall remain in effect until the earlier of
(i) termination by the Board, or (ii) the distribution of all assets of the
Trust. Termination of the Plan shall not affect any Plan Share Awards previously
granted, and such awards shall remain valid and in effect until they have been
earned and paid, or by their terms expire or are forfeited.
8.9 COMPLIANCE WITH SECTION 16. If the Plan is subject to 17 C.F.R. Section
240.16b-3 of the Exchange Act Rules, with respect to persons subject to Section
16 of the Exchange Act, transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the Exchange
Act. No Plan Shares shall be distributed unless and until all of the
requirements of all applicable laws and regulations shall have been fully
complied with, including the receipt of approval of the Plan by the stockholders
of the Company by such vote, if any, as may be required by applicable laws and
regulations. Notwithstanding the foregoing, the Plan shall in all instances be
administered and interpreted to comply with the regulations of the Office of
Thrift Supervision, Department of the Treasury, and any successor thereto.
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IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer and the corporate seal to be affixed and duly attested
as of the day of , 19 .
STANDARD FINANCIAL, INC.
By:
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Its:
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Attest:
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