<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SOBIESKI BANCORP, INC.
(Exact name of registrant as specified in its charter)
Delaware 35-1942803
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2930 West Cleveland Road, South Bend, Indiana 46628
Address of principal executive offices) (Zip Code)
SOBIESKI BANCORP, INC.
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Robert L. Freedman, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional
corporations)
7th Floor - East Tower
1100 New York Avenue NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================
==========
Proposed
maximum Proposed
offering maximum Amount of
Title of securities Amount to be price aggregate registration
to be registered registered(1) per share(2) offering price(2) fee (2)
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 38,640 shares $19.25 $743,820 $226
=====================================================================
==========
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, at $19.25 per share, which was the
average of the closing bid and ask price per share of the Common Stock on
the Nasdaq Stock Market on November 21, 1997.
</TABLE>
<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 Sobieski Bancorp, Inc. 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 NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents previously or concurrently filed by Sobieski
Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement and the Prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been or
will be delivered to the Participants in the Plan covered by this Registration
Statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1997 (File No. 0-25518) 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
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the Annual Report referred to above;
(c) the description of the Common Stock of the Company
contained in the Company's Registration Statement on Form
8-A (File No. 0-25518) filed on February 7, 1995, 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 the Prospectus and to be a
part hereof and 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 Marsha Nafrady, Secretary, Sobieski Bancorp, Inc., 2930 West
Cleveland Road, South Bend, Indiana 46628, telephone number (219) 271-8300.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
II-1
<PAGE>
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article ELEVENTH of the Company's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, expenses
and attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw. Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceeding upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Regulation
S-B Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
<S> <C> <C>
4.1 Specimen form of common *
stock certificate of
Sobieski Bancorp, Inc.
4.2 Certificate of *
Incorporation of
Sobieski Bancorp, Inc.
4.3 Bylaws of Sobieski *
Bancorp, Inc.
5 Opinion of Silver, Attached as Exhibit 5
Freedman & Taff, L.L.P.
23.1 Consent of Silver, Contained in Exhibit 5
Freedman & Taff, L.L.P.
23.2 Consent of Cooper's & Attached as Exhibit 23.2
Lybrand LLP
24 Power of Attorney Contained on Signature
Page
99 Sobieski Bancorp, Inc. Attached as Exhibit 99
Recognition and
Retention Plan
* Filed as exhibits to the Registrant's Registration Statement
on Form S-1 (File No. 33-88078) filed with the Commission on
December 30, 1994 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-B.
II-3
<PAGE>
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement; notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant of
expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
II-4
<PAGE>
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
II-5<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of South Bend, State of Indiana, on
November 25, 1997.
SOBIESKI BANCORP, INC.
By:/s/ Thomas F. Gruber
THOMAS F. GRUBER, President and
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas F. Gruber, his true and lawful attorney-
in-fact and agent, with full power of substitution and re-substitution, for him
and in his name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said 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, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorney-in-fact and agent or his substitutes
or substitute may lawfully do or cause to be done by virtue hereof.
II-5<PAGE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/ Thomas F. Gruber /s/ Leonard J. Dobosiewicz
THOMAS F. GRUBER LEONARD J. DOBOSIEWICZ
President, Chief Executive Director
Officer and Director
(Principal Executive Officer)
Date: November 25, 1997 Date: November 25, 1997
/s/ George J. Aranowski /s/ Joseph F. Nagy
GEORGE J. ARANOWSKI JOSEPH F. NAGY
Director
Date: November 25, 1997 Date: November 25, 1997
/s/ Joseph A. Gorny /s/ Robert J. Urbanski
JOSEPH A. GORNY ROBERT J. URBANSKI
Director Director
Date: November 25, 1997 Date: November 25, 1997
/s/ Arthur Skale
ARTHUR SKALE
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: November 25, 1997
II-6
</TABLE>
<PAGE>
November 25, 1997
Board of Directors
Sobieski Bancorp, Inc.
2930 W. Cleveland Road
South Bend, Indiana 46628
Members of the Board:
We have acted as counsel to Sobieski Bancorp, Inc., (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 38,640 shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), to be offered
pursuant to the Recognition and Retention Plan of the Company (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Company's
Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and
such other documents and corporate records as we have deemed appropriate for
the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Company will be, when
and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the
Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 to this
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
[LETTERHEAD OF COOPERS & LYBRAND, LLP]
We consent to the incorporation by reference in this Registration
Statement of Sobieski Bancorp, Inc. on Form S-8 of our report dated August 22,
1997, on our audits of the consolidated financial statements of Sobieski
Bancorp, Inc. and subsidiary as of June 30, 1997 and 1996 and for the years
ended June 30, 1997, 1996 and 1995, which report is included in the Annual
Report on Form 10-KSB of Sobieski Bancorp, Inc. for its fiscal year ended June
30,1997.
/s/ COOPERS & LYBRAND, LLP
South Bend, Indiana
November 24, 1997
<PAGE>
SOBIESKI BANCORP, INC.
RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining officers and directors of the Corporation and its
Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Award" - means the grant of Restricted Stock by the Committee, as
provided in the Plan.
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e)
and (f), respectively, of the Code.
"Association" - means Sobieski Federal Savings and Loan Association
of South Bend, a savings institution and its predecessors and successors.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 6 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as a director, advisory director, officer or employee of
the Corporation or any Affiliate. Service shall not be considered interrupted
in the case of sick leave, military leave or any other leave of absence
approved by the Corporation or any Affiliate or in the case of transfers
between payroll locations of the Corporation or between the Corporation, its
subsidiaries or its successor.
"Corporation" - means Sobieski Bancorp, Inc., a Delaware
corporation.
"Disinterested Person" - means any member of the Board of Directors
of the Corporation who is not being and within the prior year has not been,
granted any awards related to the shares under this Plan or any other plan of
the Corporation or any of its Affiliates except for awards which (i) are
calculated in accordance with a formula as contemplated in paragraph (c)(2)(ii)
of Rule 16b-3 ("Rule 16b-3") under the Securities Exchange Act of 1934, as
amended; (ii) result from participation in an ongoing securities acquisition
plan meeting the conditions of paragraph (d)(2) of Rule 16b-3; or (iii) arise
from an election by a director to receive all or part of his board fees in
securities.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
<PAGE>
"Participant" - means any director, officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award and any director or advisory director of the Corporation who is granted
an Award pursuant to Section 12 hereof.
"Plan" - means the Recognition and Retention Plan of the
Corporation.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 3 hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" - means Shares which have been contingently
awarded to a Participant by the Committee subject to the restrictions referred
to in Section 3 hereof, so long as such restrictions are in effect.
"Shares" - means the common stock, par value $0.01 per share, of
the Corporation.
3. Terms and Conditions of Restricted Stock. The Committee shall have
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 3, to provide such
other terms and conditions (which need not be identical among Participants) in
respect of such Awards, and the vesting thereof, as the Committee shall
determine.
(a) At the time of an award of Restricted Stock, the Committee
shall establish for each Participant a Restricted Period, during which or at
the expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 3, the Shares awarded as
Restricted Stock shall vest, and subject to any such other terms and conditions
as the Committee shall provide, shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c) and (e) of this Section 3 and
Section 4 hereof, the Participant as owner of such shares shall have all the
rights of a stockholder. No director who is not an employee of the Corporation
or the Association shall be granted Awards with respect to more than 5% of the
total shares subject to the Plan. All non-employee directors of the
Corporation, in the aggregate, may not be granted Awards with respect to more
than 30% of the total shares subject to the Plan and no individual shall be
granted Awards with respect to more than 25% of the total shares subject to the
Plan. No Awards shall begin vesting earlier than one year from the date the
Plan is ratified by stockholders of the Corporation and no Awards shall vest at
a rate in excess of 20% per year beginning from the date of grant. In the
event Office of Thrift Supervision Regulations are amended (the "Amended
Regulations") to permit shorter vesting periods, any Award made pursuant to
this Plan, which Award is subject to the requirements of such Amended
Regulations, may vest, at the sole discretion of the Committee, in accordance
with such Amended Regulations. Subject to compliance with Office of Thrift
Supervision Regulations, the Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the restrictions
shall lapse with respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by
<PAGE>
reason of changes in applicable tax or other laws or other changes in circum-
stances occurring after the commencement of such Restricted Period.
(b) If a Participant ceases to maintain Continuous Service for any
reason (other than death or disability), all Shares of Restricted Stock awarded
to such Participant and which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this
Section 3 shall upon such termination of Continuous Service be forfeited and
returned to the Corporation. If a Participant ceases to maintain Continuous
Service by reason of death or disability, Restricted Stock then still subject
to restrictions imposed by paragraph (a) of this Section 3 will be free of
those restrictions.
(c) Each certificate in respect of Shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power endorsed in blank,
with the Corporation and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) contained in the Recognition and Retention
Plan of Sobieski Bancorp, Inc. Copies of such Plan are on file
in the offices of the Secretary of Sobieski Bancorp, Inc., 740
South Walnut Street, South Bend, Indiana 46619-3800."
(d) At the time of any Award, the Participant shall enter into an
agreement with the Corporation in a form specified by the Committee, agreeing
to the terms and conditions of the Award and such other matters as the
Committee, in its sole discretion, shall determine (the "Restricted Stock
Agreement").
(e) At the time of an award of shares of Restricted Stock, the
Committee shall determine that the payment to the Participant of dividends
declared or paid on such shares by the Corporation shall be deferred until the
lapsing of the restrictions imposed under paragraph (a) of this Section 3, and
shall be held by the Corporation for the account of the Participant until such
time. There shall be credited at the end of each year (or portion thereof)
interest on the amount of the account at the beginning of the year at a rate
per annum as the Committee, in its discretion, may determine. Payment of
deferred dividends, together with interest accrued thereon, shall be made upon
the earlier to occur of the lapsing of the restrictions imposed under
paragraph (a) of this Section 3 or upon death or disability of the Participant.
(f) At the expiration of the restrictions imposed by paragraph (a)
of this Section 3, the Corporation shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 3 applies in the case
of a deceased Participant, to his legal representative, beneficiary or heir)
the certificate(s) and stock power deposited with it pursuant to paragraph (c)
of this Section 3 and the Shares represented by such certificate(s) shall be
free of the restrictions referred to in paragraph (a) of this Section 3.
<PAGE>
4. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number and class of shares with respect to which Awards have been granted under
the Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any shares of stock or other securities received, as a
result of any of the foregoing, by a Participant with respect to Restricted
Stock shall be subject to the same restrictions and the certificate(s) or other
instruments representing or evidencing such shares or securities shall be
legended and deposited with the Corporation in the manner provided in Section 3
hereof.
5. Assignments and Transfers. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the
Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or
Title I of ERISA or the rules thereunder.
6. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested
Person. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express provisions of
the Plan, the Committee shall have sole and complete authority and discretion,
subject to Office of Thrift Supervision Regulations, to (i) select Participants
and grant Awards; (ii) determine the number of shares to be subject to types of
Awards generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted under the
Plan; (iv) prescribe the form and terms of instruments evidencing such grants;
and (v) establish from time to time regulations for the administration of the
Plan, interpret the Plan, and make all determinations deemed necessary or
advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
7. Shares Subject to Plan. Subject to adjustment by the operation of
Section 4 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 4% of the total Shares sold in the Association's
conversion to stock form, subject to the Association's capital level meeting
OTS regulatory requirements at the time of submission to stockholders. The
shares with respect to which Awards may be made under the Plan may be either
authorized and unissued shares or issued shares reacquired and held as treasury
shares. An Award shall not be considered to have been made under the Plan with
respect to Restricted Stock which is forfeited and new Awards may be granted
under the Plan with respect to the number of Shares as to which such forfeiture
has occurred.
<PAGE>
8. Employee Rights Under the Plan. No director, officer or employee
shall have a right to be selected as a Participant nor, having been so
selected, to be selected again as a Participant and no director, officer,
employee or other person shall have any claim or right to be granted an Award
under the Plan or under any other incentive or similar plan of the Corporation
or any Affiliate. Neither the Plan nor any action taken thereunder shall be
construed as giving any employee any right to be retained in the employ of the
Corporation, the Association or any Affiliate.
9. Withholding Tax. Upon the termination of the Restricted Period
with respect to any shares of Restricted Stock (or at any such earlier time, if
any, that an election is made by the Participant under Section 83(b) of the
Code, or any successor provision thereto, to include the value of such shares
in taxable income), the Corporation may withhold from any payment or
distribution made under this Plan sufficient Shares or may withhold or cause to
be paid by the Participant sufficient cash to cover any applicable withholding
and employment taxes. The Corporation shall have the right to deduct from all
dividends paid with respect to shares of Restricted Stock the amount of any
taxes which the Corporation is required to withhold with respect to such
dividend payments. No discretion or choice shall be conferred upon any
Participant with respect to the form, timing or method of any such tax
withholding.
10. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time, subject to Office of Thrift Supervision Regulations, provided,
however, that no such amendment, suspension or termination shall impair the
rights of any Participant, without his consent, in any Award made pursuant to
the Plan.
Notwithstanding anything in this Plan to the contrary, to the extent
that the Plan provides for formula awards, as defined in Rule 16b-3(c)(2)(ii)
under the Securities Exchange Act of 1934, as amended, such provisions may not
be amended more than once every six months, other than to comport with changes
in the Code, ERISA or the rules thereunder.
11. Term of Plan. The Plan shall become effective upon its
ratification by stockholders of the Corporation, following completion of the
Association's conversion to stock form. It shall continue in effect for a term
of ten years unless sooner terminated under Section 10 hereof.
12. Initial Grants. By, and simultaneously with, the ratification of
this Plan by the stockholders of the Corporation, each member of the Board of
Directors of the Corporation and each advisory director of the Corporation at
the time of stockholder ratification, who is not a full-time Employee, is
hereby granted an Award of 1,932 Shares of Restricted Stock. Each such Award
shall be evidenced by a Restricted Stock Agreement in a form approved by the
Committee administering this Plan and shall be subject in all respects to the
terms and conditions of this Plan, which are controlling. In addition, each
non-employee director of the Corporation first elected subsequent to the time
of stockholder ratification of this Plan, shall be issued an Award equal to the
fair market value of 1,932 Shares as determined at the time of stockholder
ratification of this Plan, subject to availability. All Awards of Restricted
Stock granted pursuant to this Section 12 shall be rounded down to the nearest
whole share to the extent necessary to ensure that no shares
<PAGE>
of Restricted Stock representing fractional shares are issued. Each of the
Awards granted in this Section 12 shall vest in five equal annual installments,
with the first installment vesting on the one year anniversary of the date of
the grant. Awards granted pursuant to this Section 12 are subject to the
conditions of the Plan, including the requirement that the director maintain
Continuous Service with the Corporation, provided that no Awards shall be
earned in any fiscal year in which the Association fails to meet all of its
fully phased-in capital requirements.
