<PAGE> 1
As filed with the Securities and Exchange Commission on September 4, 1998
Registration No. 33-
-----------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SGV BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6035 95-4524789
(State of (Primary Standard (IRS Employer
Incorporation) Classification Identification No.)
Code Number)
225 NORTH BARRANCA STREET
WEST COVINA, CALIFORNIA 91791
(626) 859-4200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
SGV BANCORP, INC. AMENDED 1997 STOCK-BASED INCENTIVE PLAN
(Full Title of the Plan)
BARRETT G. ANDERSEN COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER LORI M. BERESFORD, ESQ.
SGV BANCORP, INC. THOMAS P. HUTTON, ESQ.
225 NORTH BARRANCA STREET MULDOON, MURPHY & FAUCETTE
WEST COVINA, CALIFORNIA 91791 5101 WISCONSIN AVENUE, N.W
(626) 859-4200 WASHINGTON, D.C. 20016
(NAME, ADDRESS AND TELEPHONE (202) 362-0840
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|
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Title of Securities Proposed Amount Proposed Maximum Offering Maximum Amount of
to be Registered to be Registered (1) Price Per Share (2) Aggregate Registration Fee
Offering Price
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value 285,373 shares(3) $12.28 $3,504,380 $1,034
- -----------------------------------------------------------------------------------------------------------------------------
(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 SGV Bancorp, Inc. Amended 1997 Stock-Based Incentive Plan (the "1997 Plan") as
the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of SGV Bancorp,
Inc. pursuant to 17 C.F.R. ss.230.416(a).
(2) Weighted average determined by the average exercise price of $12.88 per share at which options for 15,275 shares under
the plan has been granted as of February 21, 1997 and by $12.25, the market value of the Common Stock on
September 2, 1998, as determined by the average of the high and low prices listed on the NASDAQ Stock Market as
reported in the Wall Street Journal, for 270,098 shares for which options have not yet been granted under the plans.
(3) The total number of shares currently reserved or available for future issuance pursuant to the 1997 Plan.
The 1997 Plan provides for 1% of the fully diluted shares outstanding at the end of the prior fiscal year to be
available for grants of options in each year from 1997 through 2006. The number being registered is an estimate.
</TABLE>
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Amended 1997
Stock-Based Incentive Plan (the "Plan") required by Part I of the Registration
Statement will be sent or given to the participants in the Plan as specified
by Rule 428(b)(1). Such documents are not filed with the Securities and
Exchange Commission (the "SEC") either as a part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:
(a) SGV Bancorp, Inc.'s (the "Holding Company" or the "Registrant")
Annual Report on Form 10-K for the fiscal year ended June 30, 1997, which
includes the consolidated statements of financial condition of the Holding
Company and subsidiary as of June 30, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended June 30, 1997, together with the
related notes and the report of Deloitte & Touche LLP, independent auditors
filed with the SEC (File No. 0-25664) on September 29, 1997.
(b) The Form 10-Q reports filed by the Registrant for the fiscal
quarters ended September 30, 1997, December 31, 1997 and March 31, 1998
(File No. 0-025664), filed with the SEC on November 12, 1997, February 12, 1998,
and May 14, 1998, respectively.
(c) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 0-025664), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder, declared effective on May 9, 1995, as
incorporated by reference from the Registrant's Registration Statement on Form
S-1 (SEC No. 33-90018) filed on March 6, 1995.
(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
2
<PAGE> 3
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Common Stock offered hereby has been passed by
Muldoon, Murphy & Faucette, Washington, D.C. for the Registrant.
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 Board of Directors who
administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
- -----
A. Each person who was or is made a party or is threatened to be made a party
to or is 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 an
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
3
<PAGE> 4
incurred or suffered by such indemnitee in connection therewith; provided,
however, that, except as provided in Section C hereof with respect to
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 TENTH
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 TENTH 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 Section A or B of this Article TENTH 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 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 TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH 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.
4
<PAGE> 5
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 TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
- --------
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
corporate 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 repeal 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
5
<PAGE> 6
ITEM 8. EXHIBITS.
The exhibits filed with or incorporated by reference into this Registration
Statement on Form S-8 (numbering corresponds generally to the Exhibit Table in
Item 601 of Regulation S-K).
(a) List of Exhibits (filed herewith unless otherwise noted)
3.1 Certificate of Incorporation of the Registrant.1
3.2 Bylaws of the Registrant.1
5 Opinion of Muldoon, Murphy & Faucette as to the legality of the
Common Stock registered hereby.
10 Form of SGV Bancorp, Inc. Amended 1997 Stock-Based Incentive Plan.
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (contained on the signature pages).
- -----------------------
1 Incorporated herein by reference from Exhibits 3.1 and 3.2,
respectively, contained in the Registration Statement on Form S-1 (SEC
No. 33-90018), as amended and declared effective by the Securities and
Exchange Commission on May 9, 1995.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act 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; and
(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 unless the information required by (i) and
(ii) is contained in periodic reports filed by the Registrant
pursuant to
6
<PAGE> 7
Section 13 or 15(d) of the Exchange Act that are incorporated
by reference into 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; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the Offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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.
7
<PAGE> 8
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, as amended, SGV
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Covina, State of California, on
September 3, 1998.
SGV BANCORP, INC.
By:/s/ Barrett G. Andersen
-----------------------------------
Barrett G. Andersen
President, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Barrett G. Andersen or Royce A. Stutzman, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things 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 that said attorney-in-fact and
agent or his 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 the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Barrett G. Andersen President and Chief September 3, 1998
- --------------------------- Executive Officer
Barrett G. Andersen (principal executive officer)
/s/ Ronald A. Ott Executive Vice President and September 3, 1998
- --------------------------- Chief Financial Officer
Ronald A. Ott (principal accounting officer)
<PAGE> 9
/s/ Edie J. Beachboard Corporate Secretary and September 3, 1998
- --------------------------- Vice President Human Resources
Edie J. Beachboard
/s/ Irven G. Reynolds Director September 3, 1998
- ---------------------------
Irven G. Reynolds
/s/John D. Randall, Ed.D Director September 3, 1998
- ---------------------------
John D. Randall, Ed.D.
/s/ Benjamin S. Wong, Ph.D. Director September 3, 1998
- ---------------------------
Benjamin S. Wong, Ph.D.
/s/ Thomas A. Patronite Director September 3, 1998
- ---------------------------
Thomas A. Patronite
/s/ Royce A. Stutzman Director September 3, 1998
- ---------------------------
Royce A. Stutzman
<PAGE> 1
Exhibit 5
Opinion of Muldoon, Murphy & Faucette
as to the legality of the Common Stock registered hereby
<PAGE> 2
September 4, 1998
Board of Directors
SGV Bancorp, Inc.
225 North Barranca Street
West Covina, California 91791
Re: SGV Bancorp, Inc. Amended Stock-Based Incentive Plan
Registration Statement on Form S-8 for 285,373 Shares of Common Stock
Gentlemen:
We have acted as counsel for SGV Bancorp, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 285,373 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), that may be issued under the SGV Bancorp, Inc. Amended
1997 Stock-Based Incentive Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary, First Federal Savings and Loan Association
of San Gabriel Valley.
Based on the foregoing and limited in all respects to Delaware law and the
facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and upon payment for and the
issuance of the Shares in the manner described in the Plan, will be legally
issued, fully paid and nonassessable.
<PAGE> 3
Board of Directors
SGV Bancorp, Inc.
September 4, 1998
Page 2
The following provisions of the Company's Certificate of Incorporation may
not be given effect by a court applying Delaware law, but in our opinion the
failure to give effect to such provisions will not affect the duly authorized,
validly issued, fully paid and nonassessable status of the Shares:
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of
Article EIGHTH, which grant the Board of Directors the authority to
construe and apply the provisions of those Articles, Subsection C.4
of Article FOURTH, to the extent that subsection obligates any
person to provide the Board of Directors the information such
subsection authorizes the Board to demand, and the provision of
Subsection C.7 of Article EIGHTH authorizing the Board of Directors
to determine the Fair Market Value of property offered or paid for
the Company's stock by an Interested Stockholder, in each case to
the extent, if any, that a court applying Delaware law were to
impose equitable limitations upon such authority; and
(b) Article NINTH of the Certificate of Incorporation, which authorizes
the Board of Directors to consider the effect of any offer to
acquire the Company on constituencies other than stockholders in
evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned registration statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
<PAGE> 1
Exhibit 10
Form of SGV Bancorp, Inc. Amended 1997 Stock-Based Incentive Plan
<PAGE> 2
SGV BANCORP, INC. AMENDED
1997 STOCK-BASED INCENTIVE PLAN
(AS AMENDED ON JULY 24, 1998)
1. DEFINITIONS.
-----------
(a) "Affiliate" means any "subsidiary corporation" of the Holding Company,
as such term is defined in Section 424(f) of the Code.
(b) "Association" means First Federal Savings and Loan Association of San
Gabriel Valley.
(c) "Award" means, individually or collectively, a grant under the Plan of
Non-Statutory Stock Options, Incentive Stock Options, Limited Rights and Stock
Awards.
(d) "Award Agreement" means an agreement evidencing and setting forth the
terms of an Award granted under the Plan.
(e) "Board of Directors" means the board of directors of the Holding
Company.
(f) "Change in Control" means a change in control of the Association or
Holding Company 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 Sections 13 or 15(d) of the Exchange Act; (ii) results in a
"change of control" or "acquisition of control" within the meaning of the
regulations promulgated by the Office of Thrift Supervision ("OTS") (or its
predecessor agency) found at 12 C.F.R. Part 574, as in effect on the date
hereof; PROVIDED, HOWEVER, that in applying the definition of change in control
as set forth under such regulations the Board of Directors shall substitute its
judgment for that of the OTS; or (iii) without limitation 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 Association or the Holding Company
representing 20% or more of the Association's or the Holding Company's
outstanding securities except for any securities of the Association purchased by
the Holding Company and any securities purchased by any tax-qualified employee
benefit plan of the Association; or (B) individuals who constitute the Board of
Directors 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 a nominating committee serving under the 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 Association or the Holding Company or
similar transaction occurs in which the Association 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 Association 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 are exchanged for or converted into
cash or property or
<PAGE> 3
securities not issued by the Association or the Holding Company; or (E) a tender
offer is made and accepted for 20% or more of the voting securities of the
Association or the Holding Company.
(g) "Code" means the Internal Revenue Code of 1986, as amended.
(h) "Committee" means the committee designated by the Board of Directors
pursuant to Section 2 to administer the Plan.
(i) "Common Stock" means the Common Stock of the Holding Company, par
value, $.01 per share.
(j) "Date of Grant" means the effective date of an Award.
(k) "Disability" means any mental or physical condition with respect to
which the Participant qualifies for and receives benefits for under a long-term
disability plan of the Holding Company or an Affiliate.
(l) "Effective Date" means July 24, 1998. The original effective date for
the Plan was July 21, 1997.
(m) "Employee" means any person employed by the Holding Company or an
Affiliate. Directors who are employed by the Holding Company or an Affiliate
shall be considered Employees under the Plan.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(o) "Exercise Price" means the price at which a Participant may purchase a
share of Common Stock pursuant to an Option.
(p) "Fair Market Value" means the market price of Common Stock, determined
by the Committee as follows:
(i) If the Common Stock was traded on the date in question on The
Nasdaq Stock Market then the Fair Market Value shall be equal
to the last transaction price quoted for such date by The
Nasdaq Stock Market;
(ii) If the Common Stock was traded on a stock exchange on the date
in question, then the Fair Market Value shall be equal to the
closing price reported by the applicable composite
transactions report for such date; and
(iii) If neither of the foregoing provisions is applicable, then the
Fair Market Value shall be determined by the Committee in good
faith on such basis as it deems appropriate.
2
<PAGE> 4
Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in The Wall Street Journal. The
--------------------------
Committee's determination of Fair Market Value shall be conclusive and binding
on all persons.
(q) "Holding Company" means SGV BANCORP, INC.
(r) "Incentive Stock Option" means a stock option granted to a Participant
pursuant to Section 7 of the Plan that is intended to meet the requirements of
Section 422 of the Code.
(s) "Limited Right" means an Award granted to a Participant pursuant to
Section 8 of the Plan.
(t) "Non-Statutory Stock Option" means a stock option granted to a
Participant pursuant to the terms of the Plan but which is not intended to be
and is not identified as an Incentive Stock Option or a stock option granted
under the Plan which is intended to be and is identified as an Incentive Stock
Option but which does not meet the requirements of Section 422 of the Code.
(u) "Option" means an Incentive Stock Option or Non-Statutory Stock
Option.
(v) "Outside Director" means a member of the Board of Directors of the
Holding Company or an Affiliate who is not also an Employee of the Holding
Company or an Affiliate.
(w) "Participant" means any person who holds an outstanding Award.
(x) "Performance Award" means an Award granted to a Participant pursuant
to Section 10 of the Plan.
(y) "Plan" means the SGV BANCORP, INC. Amended 1997 Stock-Based Incentive
Plan.
(z) "Retirement" means retirement from employment with the Holding Company
or an Affiliate in accordance with the First Federal Savings and Loan
Association of San Gabriel Valley Employees' Savings and Profit Sharing Plan if
the individual were a participant in such Profit Sharing Plan or (ii) if the
individual was not a participant in such Profit Sharing Plan, under
circumstances designated as a Retirement by the Committee. "Retirement" with
respect to an Outside Director means the termination of service from the Board
of Directors of the Holding Company and any Affiliate following written notice
to the Board of Directors of such Outside Director's intention to retire.
(aa) "Stock Award" means an Award granted to a Participant pursuant to
Section 9 of the Plan.
(bb) "Termination for Cause" shall mean, in the case of an Outside
Director, removal from the Board of Directors by a vote of the Directors in
accordance with the Holding Company's Bylaws
3
<PAGE> 5
and Delaware law or, in the case of an Employee, unless defined differently
under any employment agreement between the Employee and the Holding Company or
an Affiliate, termination of employment 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, as determined by the Board of Directors. No act,
or 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 an
Affiliate.
(cc) "Trust" means a trust established by the Board of Directors in
connection with this Plan to hold Plan assets for the purposes set forth herein.
(dd) "Trustee" means any person or entity approved by the Board of
Directors to hold legal title to any of the Trust assets for the purposes set
forth under the Plan.
2. ADMINISTRATION.
--------------
(a) The Committee shall administer the Plan. The Committee shall consist
of two or more disinterested directors of the Holding Company, who shall be
appointed by the Board of Directors. A member of the Board of Directors shall be
deemed to be "disinterested" only if he satisfies (i) such requirements as the
Securities and Exchange Commission may establish for non-employee directors
administering plans intended to qualify for exemption under Rule 16b-3 (or its
successor) under the Exchange Act and (ii) such requirements as the Internal
Revenue Service may establish for outside directors acting under plans intended
to qualify for exemption under Section 162(m)(4)(C) of the Code. The Board of
Directors may also appoint one or more separate committees of the Board of
Directors, each composed of one or more directors of the Holding Company or an
Affiliate who need not be disinterested and who may grant Awards and administer
the Plan with respect to Employees and Outside Directors who are not considered
officers or directors of the Holding Company under Section 16 of the Exchange
Act or for whom Awards are not intended to satisfy the provisions of Section
162(m) of the Code.
(b) The Committee shall (i) select the Employees and Outside Directors who
are to receive Awards under the Plan, (ii) determine the type, number, vesting
requirements and other features and conditions of such Awards, (iii) interpret
the Plan and (iv) make all other decisions relating to the operation of the
Plan. The Committee may adopt such rules or guidelines as it deems appropriate
to implement the Plan. The Committee's determinations under the Plan shall be
final and binding on all persons.
(c) Each Award shall be evidenced by a written agreement ("Award
Agreement") containing such provisions as may be approved by the Committee. Each
Award Agreement shall constitute a binding contract between the Holding Company
or an Affiliate and the Participant, and every Participant, upon acceptance of
the Award Agreement, shall be bound by the terms and restrictions of the Plan
and the Award Agreement. The terms of each Award Agreement shall be in
4
<PAGE> 6
accordance with the Plan, but each Award Agreement may include such additional
provisions and restrictions determined by the Committee, in its discretion,
provided that such additional provisions and restrictions are not inconsistent
with the terms of the Plan. In particular, the Committee shall set forth in each
Award Agreement (i) the type of Award granted (ii) the Exercise Price of an
Option, (iii) the number of shares subject to the Award; (iv) the expiration
date of the Award, (v) the manner, time, and rate (cumulative or otherwise) of
exercise or vesting of such Award, and (vi) the restrictions, if any, placed
upon such Award, or upon shares which may be issued upon exercise of such Award.
The Chairman of the Committee and such other directors and officers as shall be
designated by the Committee is hereby authorized to execute Award Agreements on
behalf of the Company or an Affiliate and to cause them to be delivered to the
recipients of Awards.
(d) The Committee may delegate all authority for: (i) the determination of
forms of payment to be made by or received by the Plan and (ii) the execution of
any Award Agreement. The Committee may rely on the descriptions,
representations, reports and estimates provided to it by the management of the
Holding Company or an Affiliate for determinations to be made pursuant to the
Plan, including the satisfaction of any conditions of a Performance Award.
However, only the Committee or a portion of the Committee may certify the
attainment of conditions of a Performance Award intended to satisfy the
requirements of Section 162(m) of the Code.
3. TYPES OF AWARDS AND RELATED RIGHTS.
----------------------------------
The following Awards may be granted under the Plan:
(a) Non-Statutory Stock Options
(b) Incentive Stock Options
(c) Limited Rights
(d) Stock Awards
4. STOCK SUBJECT TO THE PLAN.
-------------------------
Subject to adjustment as provided in Section 15 hereof, for each calendar
year from and including 1997 through the year 2006, Common Stock equal to an
amount of up to one percent (1%) of the adjusted average common shares
outstanding of the Holding Company used to calculate fully diluted earnings per
share as reported in the annual report to shareholders for the preceding year,
shall become available for issuance under the Plan. In addition, (a) shares of
Common Stock available for issuance under the Plan in previous years but not
actually issued, shall be added to the aggregate number of shares of Common
Stock available for issuance in that calendar year under the Plan; and (b) any
shares of Common Stock which are exchanged by a Participant as full or partial
payment to the Holding Company in connection with the exercise of a stock option
awarded under the Plan shall be added to the aggregate number of shares of
Common Stock available for issuance in the following calendar year.
5
<PAGE> 7
However, for each calendar year from and including 1997 through the year
2006, in no event, except as subject to adjustment as provided in Section 15,
shall more than 230,000 shares of Common Stock be cumulatively available for
issuance pursuant to the exercise of Incentive Stock Options awarded under the
Plan.
Any shares issued under the Plan may consist in whole or in part of
authorized and unissued shares or of treasury shares, and no fractional shares
may be issued under the Plan.
5. ELIGIBILITY.
-----------
Subject to the terms of the Plan, the Committee, in its sole discretion,
may grant Awards to any or all Employees and Outside Directors, as well as to
consultants and advisors of the Holding Company or an Affiliate.
6. NON-STATUTORY STOCK OPTIONS.
---------------------------
The Committee may, subject to the limitations of this Plan and the
availability of shares of Common Stock reserved but not previously awarded under
the Plan, grant Non-statutory Stock Options upon such terms and conditions as it
may determine, consistent with the following provisions.
(a) Exercise Price. The Committee shall determine the Exercise Price of
---------------
each Non- statutory Stock Option. However, the Exercise Price shall not be less
than 100% of the Fair Market Value of the Common Stock on the Date of Grant.
(b) Terms of Non-statutory Stock Options. The Committee shall determine
--------------------------------------
the term during which a Participant may exercise a Non-statutory Stock Option,
but in no event may a Participant exercise a Non-statutory Stock Option, in
whole or in part, more than ten (10) years from the Date of Grant. The Committee
shall also determine the date on which each Non-statutory Stock Option, or any
part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy in order to exercise each Non-statutory Stock Option
prior to each Non-statutory Stock Option becoming exercisable. The shares of
Common Stock underlying each Non-statutory Stock Option or any portion thereof
which has become exercisable may be purchased in whole or in part by the
Participant at any time during the term of such Non-statutory Stock Option.
(c) Non-Transferability. Unless otherwise determined by the Committee in
-------------------
accordance with this Section 6(c), a Participant may not transfer, assign,
hypothecate, or dispose of in any manner, other than by will or the laws of
intestate succession, a Non-statutory Stock Option. The Committee may, however,
in its sole discretion, permit transferability or assignment of a Non- statutory
Stock Option if such transfer or assignment is, in its sole determination, for
valid estate planning purposes and such transfer or assignment is permitted
under the Code and Rule 16b-3 under the Exchange Act. For purposes of this
Section 6(c), a transfer for valid estate planning purposes includes, but is not
limited to: (a) a transfer to a revocable intervivos trust as to which the
Participant
6
<PAGE> 8
is both the settlor and trustee, (b) a transfer for no consideration to: (i) any
member of the Participant's Immediate Family, (ii) any trust solely for the
benefit of members of the Participant's Immediate Family, (iii) any partnership
whose only partners are members of the Participant's Immediate Family, and (iv)
any limited liability corporation or corporate entity whose only members or
equity owners are members of the Participant's Immediate Family. For purposes of
this Section 6(c), "Immediate Family" includes, but is not necessarily limited
to, a Participant's parents, grandparents, spouse, children, grandchildren,
siblings (including half bothers and sisters), and individuals who are family
members by adoption. Nothing contained in this Section 6(c) shall be construed
to require the Committee to give its approval to any transfer or assignment of
any Non- statutory Stock Option or portion thereof, and approval to transfer or
assign any Non-statutory Stock Option or portion thereof does not mean that such
approval will be given with respect to any other Non-statutory Stock Option or
portion thereof. The transferee or assignee of any Non-statutory Stock Option
shall be subject to all of the terms and conditions applicable to such
Non-statutory Stock Option immediately prior to the transfer or assignment and
shall be subject to any other conditions proscribed by the Committee with
respect to such Non-statutory Stock Option.
(d) Termination of Employment or Service (General). Unless otherwise
-------------------------------------------------
determined by the Committee and except as otherwise provided in the Plan, upon
the termination of a Participant's employment or service for any reason other
than Retirement, Disability or death, Change in Control, or Termination for
Cause, the Participant's Non-statutory Stock Options shall be exercisable only
as to those shares that were immediately exercisable by the Participant at the
date of termination and only for a period of three (3) months following the date
of such termination.
(e) Termination of Employment or Service (Retirement). Unless otherwise
--------------------------------------------------
determined by the Committee, in the event of a Participant's Retirement, the
Participant's Non-statutory Stock Options shall be exercisable only as to those
shares that were immediately exercisable by the Participant at the date of
Retirement and shall remain exercisable for a period of one (1) year following
the date of Retirement; provided however, that upon the Participant's
Retirement, the Committee, in its discretion, may determine that all
unexercisable Non-statutory Stock Options that were not exercisable by the
Participant as of such date shall continue to become exercisable in accordance
with the Award Agreement if the Participant is immediately engaged by the
Holding Company or an Affiliate as a consultant or advisor or continues to serve
the Holding Company or an Affiliate as a director or advisory director.
(f) Termination of Employment or Service (Disability or death). Unless
------------------------------------------------------------
otherwise determined by the Committee, in the event of the termination of a
Participant's employment or service due to Disability or death, all unvested
Non-statutory Stock Options held by such Participant shall immediately become
exercisable and remain exercisable for a period one (1) year following the date
of such termination.
(g) Termination of Employment or Service (Change in Control). In the event
--------------------------------------------------------
of a Change in Control, all unvested Non-statutory Stock Options held by such
Participant shall
7
<PAGE> 9
immediately become exercisable and remain exercisable for a period one (1) year
following the Change in Control.
(h) Termination of Employment or Service (Cause). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of a Participant's Termination for
Cause, all rights with respect to the Participant's Non-statutory Stock Options
shall expire immediately upon the effective date of such Termination for Cause.
(i) Payment. Payment due to a Participant upon the exercise of a
-------
Non-statutory Stock Option shall be made in the form of shares of Common Stock.
7. INCENTIVE STOCK OPTIONS.
-----------------------
The Committee may, subject to the limitations of the Plan and the
availability of shares of Common Stock reserved but unawarded under the Plan,
grant Incentive Stock Options to an Employee upon such terms and conditions as
it may determine consistent with the following provisions:
(a) Exercise Price. The Committee shall determine the Exercise Price of
---------------
each Incentive Stock Option. However, the Exercise Price shall not be less than
100% of the Fair Market Value of the Common Stock on the Date of Grant. However,
if at the time an Incentive Stock Option is granted, the Employee owns or is
treated as owning, for purposes of Section 422 of the Code, Common Stock
representing more than 10% of the total combined voting securities of the
Holding Company ("10% Owner"), the Exercise Price shall not be less than 110% of
the Fair Market Value of the Common Stock on the Date of Grant.
(b) Amounts of Incentive Stock Options. To the extent the aggregate Fair
-----------------------------------
Market Value of shares of Common Stock with respect to which Incentive Stock
Options that are exercisable for the first time by an Employee during any
calendar year under the Plan and any other stock option plan of the Holding
Company or an Affiliate exceeds $100,000, or such higher value as may be
permitted under Section 422 of the Code, such Options in excess of such limit
shall be treated as Non-statutory Stock Options. Fair Market Value shall be
determined as of the Date of Grant with respect to each such Incentive Stock
Option.
(c) Terms of Incentive Stock Options. The Committee shall determine the
---------------------------------
term during which a Participant may exercise an Incentive Stock Option, but in
no event may a Participant exercise an Incentive Stock Option, in whole or in
part, more than ten (10) years from the Date of Grant; provided, however, that
if at the time an Incentive Stock Option is granted to an Employee, the Employee
is a 10% Owner, the Incentive Stock Option granted to such Employee shall not be
exercisable after the expiration of five (5) years from the Date of Grant. The
Committee shall also determine the date on which each Incentive Stock Option, or
any part thereof, first becomes exercisable and any terms or conditions a
Participant must satisfy prior to the Incentive Stock Option becoming
exercisable. The shares of Common Stock underlying each Incentive Stock Option
may
8
<PAGE> 10
be purchased in whole or in part at any time during the term of such Incentive
Stock Option after such Option becomes exercisable.
(d) Non-Transferability. No Incentive Stock Option shall be transferable
-------------------
except by will or the laws of descent and distribution and is exercisable,
during his lifetime, only by the Employee to whom the Committee grants the
Incentive Stock Option. The designation of a beneficiary does not constitute a
transfer.
(e) Termination of Employment (General). Unless otherwise determined by
------------------------------------
the Committee and except as otherwise provided in the Plan, upon the termination
of an Employee's employment for any reason other than Retirement, Disability or
death, Change in Control or Termination for Cause, the Employee's Incentive
Stock Options shall be exercisable only as to those Incentive Stock Options that
were immediately exercisable by the Employee at the date of termination and only
for a period of three (3) months following such termination.
(f) Termination of Employment (Retirement). Unless otherwise determined by
--------------------------------------
the Committee, in the event of an Employee's Retirement, the Employee's
Incentive Stock Options shall be exercisable only as to those shares that were
immediately exercisable by the Employee at the date of Retirement and remain
exercisable for a period of one (1) year following the date of Retirement;
provided however, that upon the Employee's Retirement, the Committee, in its
discretion, may determine that all unexercisable Incentive Stock Options shall
continue to become exercisable in accordance with the Award Agreement if the
Employee is immediately engaged by the Holding Company or an Affiliate as a
consultant or advisor or continues to serve the Holding Company or an Affiliate
as a director or advisory director. Any Option originally designated as an
Incentive Stock Option shall be treated as a Non-statutory Stock Option to the
extent the Participant exercises such Option more than three (3) months
following the Participant's date of Retirement.
(g) Termination of Employment (Disability or death). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of the termination of an Employee's
service for Disability or death, all unvested Incentive Stock Options held by
such Employee shall immediately become exercisable and shall remain exercisable
for one (1) year after such termination.
(h) Termination of Employment (Change in Control). In the event of a
-------------------------------------------------
Change in Control, all unvested Incentive Stock Options held by such Employee
shall immediately become exercisable and shall remain exercisable for one (1)
year after such Change in Control, provided that any option originally
designated as an Incentive Stock Option shall be treated as a Non-statutory
Stock Option to the extent the Participant exercises such Option more than three
(3) months following the Change in Control.
(i) Termination of Employment (Cause). Unless otherwise determined by the
---------------------------------
Committee, in the event of an Employee's Termination for Cause, all rights under
such Employee's Incentive Stock Options shall expire immediately upon the
effective date of such Termination for Cause.
9
<PAGE> 11
(j) Payment. Payment due to a Participant upon the exercise of an
-------
Incentive Stock Option shall be made in the form of shares of Common Stock.
(k) Disqualifying Dispositions. Each Award Agreement with respect to an
---------------------------
Incentive Stock Option shall require the Participant to notify the Committee of
any disposition of shares of Common Stock issued pursuant to the exercise of
such Option under the circumstances described in Section 421(b) of the Code
(relating to certain disqualifying dispositions), within 10 days of such
disposition. As of the Effective Date of this Plan, a disqualifying disposition
means any disposition of the shares of Common Stock within two years from the
date of the grant of the Incentive Stock Option to which such shares relate or
within one year of the date such shares are transferred to the Participant
pursuant to his exercise of the Incentive Stock Option.
8. 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 of Common Stock covered
by such Option, 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 (6) 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 that is not to be accounted for as a
pooling of interests or in the event the Holding Company's independent auditors
opine that the exercise of such Limited Rights would not adversely affect the
accounting treatment intended for the Change in Control. 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 and shall be
terminated. Upon exercise or termination of an Option, any related Limited
Rights shall terminate. 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 or an Affiliate an amount of cash equal to the
difference between the Exercise Price of the underlying Option and the Fair
Market Value of the Common Stock subject to such 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.
10
<PAGE> 12
9. STOCK AWARDS.
------------
The Committee may, subject to the limitations of the Plan, make Stock
Awards which shall consist of the grant of some number of shares of Common Stock
to a Participant subject to the following terms and conditions:
(a) Grants of the Stock Awards. Stock Awards may only be made in whole
---------------------------
shares of Common Stock. Stock Awards may only be granted from shares reserved
under the Plan and available for award at the time the Stock Award is made to
the Participant.
(b) Terms of the Stock Awards. The Committee shall determine the dates on
-------------------------
which Stock Awards granted to a Participant shall vest and any terms or
conditions which must be satisfied prior to the vesting of any Stock Award or
portion thereof. Any such terms or conditions shall be determined by the
Committee as of the Date of Grant.
(c) Termination of Employment or Service (General). Unless otherwise
-------------------------------------------------
determined by the Committee and except as otherwise provided in the Plan, upon
the termination of a Participant's employment or service for any reason other
than Retirement, Disability or death,, Change in Control or Termination for
Cause, the Participant's unvested Stock Awards as of the date of termination
shall be forfeited and any rights the Participant had to such unvested Stock
Awards shall become null and void.
(d) Termination of Employment or Service (Retirement). Unless otherwise
--------------------------------------------------
determined by the Committee, in the event of a Participant's Retirement, the
Participant's unvested Stock Awards as of the date of Retirement shall be
forfeited and any rights the Participant had to such unvested Stock Awards shall
become null and void; provided however, that upon the Participant's Retirement,
the Committee, in its discretion, may determine that all unvested Stock Awards
shall continue to vest in accordance with the Award Agreement if the Participant
is immediately engaged by the Holding Company or an Affiliate as a consultant or
advisor or continues to serve the Holding Company or an Affiliate as a director
or advisory director.
(e) Termination of Employment or Service (Disability or death). Unless
------------------------------------------------------------
otherwise determined by the Committee, in the event of a termination of the
Participant's service due to Disability or death, all unvested Stock Awards held
by such Participant shall immediately vest as of the date of such termination.
(f) Termination of Employment or Service (Change in Control). In the event
--------------------------------------------------------
of a Change in Control, all unvested Stock Awards held by such Participant shall
immediately vest as of the date of the Change in Control.
(g) Termination of Employment or Service (Cause). Unless otherwise
-------------------------------------------------
determined by the Committee, in the event of the Participant's Termination for
Cause, all unvested Stock Awards
11
<PAGE> 13
held by such Participant as of the effective date of such Termination for Cause
shall be forfeited and any rights such Participant had to such unvested Stock
Awards shall become null and void.
(h) Issuance of Certificates. Unless otherwise held in Trust and
--------------------------
registered in the name of the Trustee, (i) reasonably promptly after the Date of
Grant with respect to shares of Common Stock pursuant to a Stock Award, the
Holding Company shall cause to be issued a stock certificate, registered in the
name of the Participant to whom such Stock Award was granted, evidencing such
shares; provided, that the Holding Company shall not cause such a stock
certificate to be issued unless it has received a stock power duly endorsed in
blank with respect to such shares. Each such stock certificate shall bear the
following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the restrictions, terms and
conditions (including forfeiture provisions and restrictions against
transfer) contained in the SGV Bancorp, Inc. Amended 1997
Stock-Based Incentive Plan and the Award Agreement entered into
between the registered owner of such shares and SGV Bancorp, Inc. or
its Affiliates. A copy of the Plan and Award Agreement is on file in
the office of the Corporate Secretary of SGV Bancorp, Inc., 225
North Barranca Street, West Covina, California 91791- 1080."
Such legend shall not be removed until such shares vest pursuant to the
terms of the Plan.
(ii) Each certificate issued pursuant to this Section 9(h), in connection
with a Stock Award, shall be held by the Holding Company or its Affiliates
unless the Committee determines otherwise.
(i) Non-Transferability. Except to the extent permitted by the Code, the
-------------------
rules promulgated under Section 16(b) of the Exchange Act or any successor
statutes or rules:
(i) The recipient of a Stock Award shall not sell, transfer,
assign, pledge, or otherwise encumber shares subject to the
Stock Award until full vesting of such shares has occurred.
For purposes of this section, the separation of beneficial
ownership and legal title through the use of any "swap"
transaction is deemed to be a prohibited encumbrance.
(ii) Unless determined otherwise by the Committee and except in the
event of the Participant's death or pursuant to a domestic
relations order, a Stock Award is not transferable and may be
earned in his lifetime only by the Participant to whom it is
granted. Upon the death of a Participant, a Stock Award is
transferable by will or the laws of descent and distribution.
The designation of a beneficiary shall not constitute a
transfer.
12
<PAGE> 14
(iii) If a recipient of a Stock Award is subject to the provisions
of Section 16 of the Exchange Act, shares of Common Stock
subject to such Stock Award may not, without the written
consent of the Committee (which consent may be given in the
Award Agreement), be sold or otherwise disposed of within six
(6) months following the date of grant of the Stock Award.
(j) Accrual of Dividends. Whenever shares of Common Stock underlying a
---------------------
Stock Award are distributed to a Participant or beneficiary thereof under the
Plan, such Participant or beneficiary shall also be entitled to receive, with
respect to each such share distributed, a payment equal to any cash dividends
and the number of shares of Common Stock equal to any stock dividends, declared
and paid with respect to a share of the Common Stock if the record date for
determining shareholders entitled to receive such dividends falls between the
date the relevant Stock Award was granted and the date the relevant Stock Award
or installment thereof is issued. There shall also be distributed an appropriate
amount of net earnings, if any, of the Trust with respect to any dividends paid
out on the shares related to the Stock Award.
(k) Voting of Stock Awards. After a Stock Award has been granted but for
-----------------------
which the shares covered by such Stock Award have not yet been vested, earned
and distributed to the Participant pursuant to the Plan, the Participant shall
be entitled to vote or to direct the Trustee to vote, as the case may be, such
shares of Common Stock which the Stock Award covers subject to the rules and
procedures adopted by the Committee for this purpose and in a manner consistent
with the Trust agreement.
(l) Payment. Payment due to a Participant upon the redemption of a Stock
-------
Award shall be made in the form of shares of Common Stock.
10. PERFORMANCE AWARDS
------------------
(a) The Committee may determine to make any Award under the Plan
contingent upon the achievement of any conditions related to the performance of
the Holding Company or its Affiliates. Each Performance Award shall be evidenced
in the Award Agreement, which shall set forth the applicable conditions of
performance applicable to the Award, the maximum amounts payable and such other
terms and conditions as are applicable to the Performance Award. Unless
otherwise determined by the Committee, each Performance Award shall be granted
and administered to comply with the requirements of Section 162(m) of the Code,
and shall be subject to the conditions set forth below in paragraphs (b) through
(f).
(b) Any Performance Award shall be made not later than 90 days after the
start of the period for which the Performance Award relates and shall be made
prior to the completion of 25% of such period. All determinations regarding the
achievement of any Performance criteria will be made by the Committee. The
Committee may not increase during a year the amount of a Performance Award that
would otherwise be payable upon achievement of the Performance criteria but may
reduce or eliminate the payments as provided for in the Award Agreement.
13
<PAGE> 15
(c) Nothing contained in the Plan will be deemed in any way to limit or
restrict the Committee from making any Award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in
effect.
(d) A Participant who receives a Performance Award payable in Common Stock
shall have no rights as a shareholder until the Common Stock is issued pursuant
to the terms of the Award Agreement. The Common Stock may be issued without cash
consideration.
(e) A Participant's interest in a Performance Award may not be sold,
assigned, transferred, pledged, hypothecated, or otherwise encumbered.
(f) No Award or portion thereof that is subject to the attainment or
satisfaction of a condition or Performance criteria shall be distributed or
considered to be earned or vested until the Committee certifies in writing that
the conditions or Performance criteria to which the distribution, earning or
vesting of such Award is subject has been achieved.
11. DEFERRED PAYMENTS
-----------------
The Committee, in its discretion, may permit a Participant to elect to
defer receipt of all or any part of any cash or stock payment under the Plan, or
the Committee may determine to defer receipt by some or all Participants, of all
or part of any such payment. The Committee shall determine the terms and
conditions of any such deferral, including the period of deferral, the manner of
deferral, and the method for measuring appreciation on deferred amounts until
their payout.
12. METHOD OF EXERCISE OF OPTIONS
-----------------------------
Subject to any applicable Award Agreement, any Option may be exercised by
the Participant in whole or in part at such time or times, and the Participant
may make payment of the Exercise Price in such form or forms, including, without
limitation, payment by delivery of cash, Common Stock or other consideration
(including, where permitted by law and the Committee, Awards) having a Fair
Market Value on the exercise date equal to the total Exercise Price, or by any
combination of cash, shares of Common Stock and other consideration, including
exercise by means of a cashless exercise arrangement with a qualifying
broker-dealer, as the Committee may specify in the applicable Award Agreement.
13. RIGHTS OF PARTICIPANTS
----------------------
No Participant shall have any rights as a shareholder with respect to any
shares of Common Stock covered by an Option until the date of issuance of a
stock certificate for such Common Stock. Nothing contained herein or in any
Award Agreement confers on any person any right to continue in the employ or
service of the Holding Company or an Affiliate or interferes in any way with the
right of the Holding Company or an Affiliate to terminate a Participant's
services.
14
<PAGE> 16
14. 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.
15. DILUTION AND OTHER ADJUSTMENTS.
------------------------------
In the event of any change in the outstanding shares of Common Stock 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 Company, or in the event an
extraordinary capital distribution is made, the Committee may make such
adjustments to previously granted Awards, to prevent dilution, diminution, 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 Common
Stock or other securities that may underlie future Awards under the
Plan;
(b) adjustments in the aggregate number or kind of shares of Common
Stock or other securities underlying Awards already made under the
Plan;
(c) adjustments in the Exercise 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. All Awards under
this Plan shall be binding upon any successors or assigns of the Holding
Company.
16. TAX WITHHOLDING.
---------------
(a) Whenever under this Plan, cash or shares of Common Stock are to be
delivered upon exercise or payment of an Award or any other event with respect
to rights and benefits hereunder, the Committee shall be entitled to require as
a condition of delivery (i) that the Participant remit an amount sufficient to
satisfy all federal, state, and local withholding tax requirements related
thereto, (ii) that the withholding of such sums come from compensation otherwise
due to the Participant or from any shares of Common Stock due to the Participant
under this Plan or (iii) any combination of the foregoing provided, however,
that no amount shall be withheld from any cash payment or shares of Common Stock
relating to an Award which was transferred by the Participant in accordance with
this Plan.
15
<PAGE> 17
(b) If any disqualifying disposition described in Section 7(k) is made
with respect to shares of Common Stock acquired under an Incentive Stock Option
granted pursuant to this Plan, or any transfer described in Section 6(c) is
made, or any election described in Section 17 is made, then the person making
such disqualifying disposition, transfer, or election shall remit to the Holding
Company or its Affiliates an amount sufficient to satisfy all federal, state,
and local withholding taxes thereby incurred; provided that, in lieu of or in
addition to the foregoing, the Holding Company or its Affiliates shall have the
right to withhold such sums from compensation otherwise due to the Participant,
or, except in the case of any transfer pursuant to Section 6(c), from any shares
of Common Stock due to the Participant under this Plan.
17. NOTIFICATION UNDER SECTION 83(b)
--------------------------------
The Committee may, on the Date of Grant or any later date, prohibit a
Participant from making the election described below. If the Committee has not
prohibited such Participant from making such election, and the Participant
shall, in connection with the exercise of any Option, or the grant of any Stock
Award, make the election permitted under Section 83(b) of the Code (i.e., an
election to include in such Participant's gross income in the year of transfer
the amounts specified in Section 83(b) of the Code), such Participant shall
notify the Committee of such election within 10 days of filing notice of the
election with the Internal Revenue Service, in addition to any filing and
notification required pursuant to regulations issued under the authority of
Section 83(b) of the Code.
18. AMENDMENT OF THE PLAN AND AWARDS.
--------------------------------
(a) Except as provided in paragraph (c) of this Section 18, the Board of
Directors may at any time, and from time to time, modify or amend the Plan in
any respect, prospectively or retroactively; provided however, that provisions
governing grants of Incentive Stock Options shall be submitted for shareholder
approval to the extent required by such law, regulation or interpretation.
Failure to ratify or approve amendments or modifications by shareholders shall
be effective only as to the specific amendment or modification requiring such
ratification. Other provisions of this Plan will remain in full force and
effect. No such termination, modification or amendment may adversely affect the
rights of a Participant under an outstanding Award without the written
permission of such Participant.
(b) Except as provided in paragraph (c) of this Section 18, the Committee
may amend any Award Agreement, prospectively or retroactively; provided,
however, that no such amendment shall adversely affect the rights of any
Participant under an outstanding Award without the written consent of such
Participant.
(c) In no event shall the Board of Directors amend the Plan or shall the
Committee amend an Award Agreement in any manner that has the effect of:
16
<PAGE> 18
(i) Allowing any Option to be granted with an exercise price below
the Fair Market Value of the Common Stock on the Date of
Grant.
(ii) Except as required under Section 15 hereof, allowing the
exercise price of any Option previously granted under the Plan
to be reduced subsequent to the Date of Award without receipt
of stockholder approval.
19. EFFECTIVE DATE OF PLAN.
----------------------
The Plan originally became effective on July 21, 1997; the Amended 1997
Stock-Based Incentive Plan became effective upon approval by the Board of
Directors of SGV Bancorp, Inc. on July 24, 1998.
20. TERMINATION OF THE PLAN.
-----------------------
The right to grant Awards under the Plan will terminate upon the earlier
of: (i) ten (10) years after the Effective Date; (ii) the issuance of a number
of shares of Common Stock pursuant to the exercise of Options or the
distribution of Stock Awards which together with the exercise of Limited Rights
is equivalent to the maximum number of shares reserved under the Plan as set
forth in Section 4 hereof. 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 a Participant's vested rights under a
previously granted Award.
21. APPLICABLE LAW.
--------------
The Plan will be administered in accordance with the laws of the state of
California and applicable federal law.
17
<PAGE> 19
IN WITNESS WHEREOF, the Holding Company has established this Plan,
as adopted by the Board of Directors of SGV Bancorp, Inc. on ,
---------------
1998.
ADOPTED BY SGV BANCORP, INC.
THE BOARD OF DIRECTORS:
- ---------------------------- By: ----------------------------------------
Date For the Entire Board of Directors
18
<PAGE> 1
Exhibit 23.2
Consent of Deloitte & Touche LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-306913 of SGV Bancorp, Inc. on Form S-8 of our report dated August 29, 1997,
appearing in the Annual Report on Form 10-K of SGV Bancorp, Inc. for the year
ended June 30, 1997.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Costa Mesa, California
August 31, 1998
