AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 6, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------------
STATEWIDE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation or organization)
22-3397900
(I.R.S. Employer Identification No.)
70 SIP AVENUE, JERSEY CITY, NEW JERSEY 07306
(Address of principal executive offices) (Zip code)
1996 INCENTIVE STOCK OPTION PLAN
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1996 RECOGNITION AND RETENTION PLAN FOR EXECUTIVE OFFICERS
AND EMPLOYEES
1996 RECOGNITION AND RETENTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
VICTOR M. RICHEL
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
STATEWIDE FINANCIAL CORP.
70 SIP AVENUE
JERSEY CITY, NEW JERSEY 07306
(Name and address of agent for service)
(201) 795-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to Registered Offering Price Aggregate Registration
be Registered (1) Per Share Offering Price Fee
------------- ----------- ---------------- --------------- -----------
Common Stock, 740,600 $11.6875 $8,655,763 $2,984.75
no par value
per share
(1) Maximum number of shares authorized for issuance pursuant to
the grant of plan share awards or the grant and exercise of
stock options as follows: (i) options to purchase up to
370,300 shares of common stock under the Registrant's 1996
Incentive Stock Option Plan; (ii) options to purchase up to
158,700 shares of common stock under the Registrant's 1996
Stock Option Plan for Outside Directors; (iii) plan share
awards for up to 148,120 shares of common stock under the
Registrant's 1996 Recognition and Retention Plan for
Executive Officers and Employees; and (iv) plan share awards
for up to 63,480 shares of common stock under the
Registrant's 1996 Recognition and Retention Plan for Outside
Directors. This Registration Statement also relates to such
indeterminate number of additional shares of Common Stock of
the Registrant as may be issuable as a result of stock
splits, stock dividends or similar transactions, as
described in such Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC are hereby incorporated by
reference into this Registration Statement:
(a) the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(b) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996;
(c) the Registrant's Current Reports on Form 8-K filed on
February 8, 1996, April 26, 1996, June 13, 1996, July 16,
1996 and August 1, 1996; and
(d) the description of the Registrant's Common Stock, no par
value per share, of the Registrant contained in the
Registrant's Registration Statement on Form 8-A, as filed
with the Securities and Exchange Commission on August 1,
1995, to register the Common Stock under Section 12(g) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
In addition, all documents subsequently filed by the Registrant with
the SEC pursuant to Sections 12, 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the effective date of this Registration Statement,
but 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 to be
incorporated by reference in this Registration Statement and to be
part hereof from the respective date of filing of such documents.
Any statement contained 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 is deemed to be incorporated by
reference herein modified or superseded 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The objective of the following indemnification provision is to assure
that indemnification can be invoked by the Registrant for its
directors, officers, employees and agents and former officers,
directors, employees and agents who incur expenses in proving their
honesty and integrity, provided they meet minimum qualifications
touching upon the concept of wrong doing.
In accordance with the New Jersey Business Corporation Act (being
Title 14A of the New Jersey Statutes), Article XI of the Registrant's
Certificate of Incorporation provides as follows:
ARTICLE XI
Indemnification
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any
other persons serving at the request of the Corporation as an officer,
director, employee or agent of another corporation, association,
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees, judgments, fines and amounts paid
in settlement) incurred in connection with any pending or threatened
action, suit, or proceeding, whether civil, criminal, administrative
or investigative, with respect to which such officer, director,
employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey Business
Corporation Act. The indemnification provided herein (i) shall not be
deemed exclusive of any other right to which any person seeking
indemnification may be entitled under any by-law, agreement, or vote
of shareholders or disinterested directors or otherwise, both as to
action in his or her official capacity and as to action in any other
capacity, and (ii) shall inure to the benefit of the heirs, executors,
and the administrators of any such person. The Corporation shall have
the power, but shall not be obligated, to purchase and maintain
insurance on behalf of any person or persons enumerated above against
any liability asserted against or incurred by them or any of them
arising out of their status as corporate directors, officers,
employees, or agents whether or not the Corporation would have the
power to indemnify them against such liability under the provisions of
this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any
action, suit or proceeding referred to in this article, upon receipt
of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the
director or officer establishes that the director's or officer's acts
or omissions (i) constitute a breach of the director's or officer's
duty of loyalty to the corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv)
resulted in the director or officer receiving an improper personal
benefit, or (v) were otherwise of such a character that New Jersey law
would require that such amount(s) be repaid.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
-------------- ----------------------
4(a) 1996 Incentive Stock Option Plan
4(b) 1996 Stock Option Plan for Outside
Directors
4(c) 1996 Recognition and Retention Plan for
Executive Officers and Employees
4(d) 1996 Recognition and Retention Plan for
Outside Directors
5(a) Opinion of McCarter & English
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of McCarter & English (included
in the opinion filed as Exhibit 5(a)
hereto)
24(a) Power of Attorney
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
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; and
(3) To remove from registration by means of 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 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 the 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 in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of 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 Jersey City,
State of New Jersey on August 2, 1996.
STATEWIDE FINANCIAL CORP.
By: /s/Victor M. Richel
-------------------
Victor M. Richel,
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed by
the following persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/Victor M. Richel Chairman of the Board, August 2, 1996
------------------- President and Chief
Victor M. Richel Executive Officer
/s/Bernard F. Lenihan Senior Vice President August 2, 1996
--------------------- and Chief Financial
Bernard F. Lenihan Officer (Principal
Accounting Officer)
/s/Maria Ramirez Director August 2, 1996
----------------
Maria Ramirez
/s/Walter G. Scott Director August 2, 1996
------------------
Walter G. Scott
/s/Stephen R. Tilton Director August 2, 1996
--------------------
Stephen R. Tilton
/s/Thomas V. Whelan Director August 2, 1996
-------------------
Thomas V. Whelan <PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
---------------------------------------------------
OF
--
STATEWIDE FINANCIAL CORP.
-------------------------
Exhibit No. Name of Document
----------- ----------------
4(a) 1996 Incentive Stock Option Plan
4(b) 1996 Stock Option Plan for Outside
Directors
4(c) 1996 Recognition and Retention Plan for
Executive Officers and Employees
4(d) 1996 Recognition and Retention Plan for
Outside Directors
5(a) Opinion of McCarter & English
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Deloitte & Touche LLP
23(c) Consent of McCarter & English (included
in the opinion filed as Exhibit 5(a)
hereto)
24(a) Power of Attorney
Exhibit 4(a)
STATEWIDE FINANCIAL CORP.
1996 INCENTIVE STOCK OPTION PLAN
1. PURPOSE
The purpose of the Statewide Financial Corp. (the "Company") 1996
Incentive Stock Option Plan (the "Plan") is to advance the interests
of the Company and its shareholders by providing those key employees
of the Company and its Affiliates, including Statewide Savings Bank,
S.L.A. (the "Association"), upon whose judgment, initiative and
efforts the successful conduct of the business of the Company and its
affiliates largely depends, with additional incentive to perform in a
superior manner. A purpose of the Plan is also to attract people of
experience and ability to the service of the Company and its
Affiliates.
2. DEFINITIONS
(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member, and (ii) an
unincorporated trade or business which is under common control with
the Company as determined in accordance with Section 414(c) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations issued thereunder. For purposes hereof, a "controlled
group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to
Section 1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Non-statutory Stock Options or
Incentive Stock Options under the provisions of this Plan.
(c) "Board of Directors" or "Board" means the Board of Directors
of the Company.
(d) "Committee" means a committee consisting of those members of
the Compensation/Benefits Committee of the Company who are
non-employee members of the Board of Directors, all of whom are
"disinterested persons" as such term is defined" under Rule 16b-3 of
the Exchange Act, as promulgated by the Securities and Exchange
Commission.
(e) "Common Stock" means the Common Stock of the Company, no par
value per share.
(f) "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.
(g) "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an employee to
perform the work customarily assigned to him. Additionally, a medical
doctor selected or approved by the Board of Directors must advise the
Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said
participant's lifetime.
(h) "Fair Market Value" means, with respect to shares of Common
Stock, the fair market value as determined by the Committee in good
faith and in a manner established by the Committee from time to time;
provided, however, that if the shares of Common Stock are last sale
reported over the counter securities, then the "fair market value" of
such shares on any date shall be the average closing price for such
securities for the five (5) trading days immediately preceding the
date in question, as reported on the NASDAQ system.
(i) "Incentive Stock Option" means an Option granted by the
Committee to a Participant, which Option is designated by the
Committee as an Incentive Stock Option pursuant to Section 8 and is
intended to qualify as an Incentive Stock Option Plan under Section
422 of the Code.
(j) "Non-statutory Stock Option" means an Option granted by the
Committee to a Participant pursuant to Section 7, which is not
designated by the Committee as an Incentive Stock Option or which is
redesignated by the Committee under Section 8.1(6) as a Non-statutory
Stock Option.
(k) "Option" means Award granted under Section 7 or 8.
(l) "Participant" means an employee of the Company or its
affiliates chosen by the Committee to participate in the Plan.
(m) "Plan Year(s)" means a calendar year or years commencing on
or after January 1, 1996.
(n) "Retirement" means retirement at the normal or early
retirement date as set forth in any tax-qualified or non-tax qualified
retirement plan of the Company or as determined under any retirement
policy of the Company.
(o) "Section 16" means Section 16 of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
(p) "Termination for Cause" means termination because of
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.
3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to select
participants, to determine the amount of Awards, to establish the
terms and conditions of such Awards, to establish such rules and
regulations as it deems necessary for the proper administration of the
Plan, subject to Subsection 8, to impose a vesting schedule and to
make whatever determinations and interpretations in connection with
the Plan it sees as necessary or advisable. All determinations and
interpretations made by the Committee shall be binding and conclusive
on all Participants in the plan and on their legal representatives and
beneficiaries.
4. TYPES OF AWARDS
Awards under the Plan may be granted in any one or a combination of
Non-statutory Stock Options and/or Incentive Stock Options.
5. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 14, the maximum number of
shares reserved hereby for purchase pursuant to the exercise of
options granted under the Plan shall not exceed 370,300 shares of
Common Stock of the Company. These shares of Common Stock may be
either authorized but unissued shares or shares previously issued and
reacquired by the Company. To the extent that options granted under
the Plan terminate, expire or are canceled without having been
exercised, new awards may be made with respect to these shares.
6. ELIGIBILITY
Officers and other employees of the Company or its affiliates shall be
eligible to receive Awards and Directors who are not employees or
officers of the Company or its affiliates shall not be eligible to
receive Awards under the Plan.
7. NON-STATUTORY STOCK OPTIONS
7.1 Grant of Non-statutory Stock Options.
-------------------------------------
The Committee may, from time to time, grant Non-statutory Stock
Options to eligible employees and upon such terms and conditions
as the Committee may determine, and may grant Non-statutory Stock
Options in exchange for and upon surrender of previously granted
Awards under this Plan. Non-statutory Stock Options granted
under this Plan are subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Non-statutory Stock
Option shall be determined by the Committee on the date the
options granted. Such purchase price shall not be less than
100% of the Fair Market Value of the Company's Common Stock
on the Date of Grant. Shares may be purchased only upon
full payment of the purchase price. Payment of the purchase
price may be made, in whole or in part, through the
surrender of shares of the Common Stock of the Company at
the Fair Market Value of such shares on the date of
surrender.
(b) Terms of Options. The term during which each
Non-statutory Stock Option may be exercised shall be
determined by the Committee, but in no event shall a
Non-statutory Stock Option be exercisable in whole or in
part more than 10 years from the Date of Grant.
(c) Termination of Employment. Except as provided in
Section 7.1(d) hereof, unless otherwise determined by the
Committee, upon the termination of a Participant's service
for any reason other than Disability, death or Termination
for Cause, the Participant's Non-statutory Stock Options
shall be exercisable only as to those shares which were
immediately exercisable by the participant at the date of
termination and only for a period of three months following
termination. Notwithstanding any provision set forth herein
nor contained in any Agreement relating to the award of an
Option, in the event of Termination for Cause, all rights
under the Participant's Non-statutory Stock Options shall
expire upon termination. In the event of death or
termination of service as a result of Disability of any
Participant, all Non-statutory Stock Options held by the
Participant, whether or not exercisable at such time, shall
be exercisable by the Participant or his legal
representatives or beneficiaries of the Participant for one
year or such longer period as determined by the Committee
following the date of the Participant's death or termination
of employment due to Disability, provided that in no event
shall the period extend beyond the expiration of the
Non-statutory Stock Option term.
(d) Exception for Retirement. Notwithstanding the general
rule contained in Section 7.1(c) above, all options which
have become fully vested under the terms of Section 9 hereof
held by a Recipient whose employment with the Company or an
Affiliate terminates due to Retirement may be exercised for
the lesser of (i) the remaining term of the option, or (ii)
12 months. Any Incentive Stock Option exercised more than 3
months after a Participant's retirement will be treated as a
Non-statutory Stock Option.
8. INCENTIVE STOCK OPTIONS
8.1 Grant of Incentive Stock Options.
---------------------------------
The Committee may, from time to time, grant Incentive Stock
Options to eligible employees. Incentive Stock Options granted
pursuant to the Plan shall be subject to the following terms and
conditions:
(a) Price. The purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option
shall be not less than 100% of the Fair Market Value of the
Company's Common Stock on the Date of Grant. However, if a
Participant owns stock possessing more than 10% of the total
combined voting power of all classes of Common Stock of the
Company, the purchase price per share of Common Stock
deliverable upon the exercise of each Incentive Stock Option
shall not be less than 110% of the Fair Market Value of the
Company's Common Stock on the Date of Grant. Shares may be
purchased only upon payment of the full purchase price.
Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Common Stock of
the Company at the Fair Market Value of such shares on the
date of surrender.
(b) Amounts of Options. Incentive Stock Options may be
granted to any eligible employee in such amounts as
determined by the Committee. In the case of an option
intended to qualify as an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time the
option is granted) of the Common Stock with respect to which
Incentive Stock Options granted are exercisable for the
first time by the Participant during any calendar year shall
not exceed $100,000. The provisions of this Section 8.1(b)
shall be construed and applied in accordance with Section
422(d) of the Code and the regulations, if any, promulgated
thereunder. To the extent an award is in excess of such
limit, it shall be deemed a Non-statutory Stock Option. The
Committee shall have discretion to redesignate options
granted as Incentive Stock Options as Non-statutory options.
(c) Terms of Options. The term during which each Incentive
Stock Option may be exercised shall be determined by the
Committee, but in no event shall an Incentive Stock Option
be exercisable in whole or in part more than 10 years from
the Date of Grant. If at the time an Incentive Stock Option
is granted to an employee, the employee owns Common Stock
representing more than 10% of the total combined voting
power of the Company (or, under Section 422(d) of the Code,
is deemed to own Common Stock representing more than 10% of
the total combined voting power of all such classes of
Common Stock, by reason of the ownership of such classes of
Common Stock, directly or indirectly, by or for any brother,
sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate
or trust of which such employee is a shareholder, partner or
beneficiary), the Incentive Stock Option granted to such
employee shall not be exercisable after the expiration of
five years from the Date of Grant. No Incentive Stock Option
granted under this Plan is transferable except by will or
the laws of descent and distribution and is exercisable in
his lifetime only by the Participant to whom it is granted.
(d) Termination of Employment. Except as provided in
Section 8.1(e) hereof, upon the termination of a
Participant's service for any reason other than Disability,
death or Termination for Cause, the Participant's Incentive
Stock Options shall be exercisable by the Participant at the
date of termination and only for a period of three months
following termination. Notwithstanding any provisions set
forth herein nor contained in any Agreement relating to an
award of an Option, in the event of Termination for Cause
all rights under the Participant's Incentive Stock Options
shall expire immediately upon termination.
Unless otherwise determined by the Committee, in the event
of death or termination of service as a result of Disability
of any Participant, all Incentive Stock Options held by such
Participant, whether or not exercisable at such time, shall
be exercisable by the Participant or the participant's legal
representatives or beneficiaries of the Participant for one
year following the date of the participant's death or
termination of employment as a result of Disability. In no
event shall the exercise period extend beyond the expiration
of the Incentive Stock Option term.
(e) Exception for Retirement. Notwithstanding the general
rule contained in Section 8.1(d) above, all options which
have become fully vested under the terms of Section 9 hereof
held by a Participant whose employment with the Company or
an Affiliate terminates due to Retirement may be exercised
for the lesser of (i) the remaining term of the option or
(ii) 12 months. Any Incentive Stock Option exercised more
than 3 months after a Participant's Retirement will be
treated as a Non-statutory Stock Option.
(f) Compliance with Code. The options granted under this
Section 8 of the Plan are intended to qualify as incentive
stock options within the meaning of Section 422 of the Code,
but the Company makes no warranty as to the qualification of
any option as an incentive stock option within the meaning
of Section 422 of the Code.
9. VESTING REQUIREMENTS
Notwithstanding anything contained in Section 3 hereof, in compliance
with the regulations of the Office of Thrift Supervision, all options
granted hereunder, whether under Section 7 or Section 8, shall be
subject to the following minimum vesting schedule:
All options shall be subject to a five-year vesting schedule, vesting
20 percent a year, with vesting commencing on the first anniversary of
the date of grant. By the fifth anniversary of the date of grant, all
options shall have vested; provided, however, that in the event of a
participant's disability or death, all options then held by such
participant or his estate shall become immediately exercisable for the
terms set forth in Sections 7 and 8 hereof.
The Committee shall have the authority in its discretion, to impose
greater vesting requirements than those set forth above.
10. SURRENDER OPTION
In the event of a Participant's termination of employment as a result
of death, disability or Retirement, the Participant (or the
Participant's personal representative(s), heir(s), or devisee(s)) may,
in a form acceptable to the Committee, make application to surrender
all or part of options held by such Participant in exchange for a cash
payment from the Company of an amount equal to the difference between
the Fair Market Value of the Common Stock on the date of termination
of employment and the exercise price per share of the option on the
Date of Grant. Although it is anticipated that the Committee will not
unreasonably object to such an application, whether the Committee
accepts such application or determines to make payment, in whole or
part is within its absolute and sole discretion, it being expressly
understood that the Committee is under no obligation to any
Participant whatsoever to make such payments. In the event that the
Committee accepts such application and the Company determines to make
payment, such payment shall be in lieu of the exercise of the
underlying option and such option shall be canceled.
11. RIGHTS OF A SHAREHOLDER: NONTRANSFERABILITY
No Participant shall have any rights as a shareholder with respect to
any shares covered by a Non-statutory and/or Incentive Stock Option
until the date of issuance of a stock certificate for such shares.
Nothing in this Plan or in any Award granted confers on any person any
right to continue in the employ of the Company or its Affiliates or to
continue to perform services for the Company or its Affiliates or
interferes in any way with the right of the Company or its Affiliates
to terminate a Participant's services as an officer or other employee
at any time.
No Award under the Plan shall be transferable by the Participant other
than by will or the laws of descent and distribution and may only be
exercised during his lifetime by the Participant or by a guardian or
legal representative.
12. AGREEMENT WITH GRANTEES
Each Award of Options will be evidenced by a written agreement,
executed by the Participant and the Company which describes the
conditions for receiving the Awards including the date of Award, the
exercise price, applicable vesting and exercise periods, and any other
terms and conditions as may be required by the Board of Directors or
applicable securities law.
13. DILUTION AND OTHER ADJUSTMENTS
a) In the event of any change in the outstanding shares of
Common Stock of the Company by reason of any stock dividend or split,
recapitalization, 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 Company, the Committee will
make such adjustments to previously granted Awards, to prevent
dilution or enlargement of the rights of the Participant, including
any or all of the following:
(a) adjustments in the aggregate number or kind of shares of
Common Stock which may be awarded under the Plan;
(b) adjustments in the aggregate number or kind of shares of
Common Stock covered by Awards already made under the Plan;
and/or
(c) adjustments in the purchase price of outstanding Incentive
and/or Non-statutory Stock Options, or any Limited Rights
attached to such options.
No such adjustments may, however, materially change the value of
benefits available to a Participant under a previously granted Award.
b) In the event of a consolidation, reorganization, merger or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash
or other property of any other corporation or business entity or in
the event of a liquidation of the Company, the Committee and the Board
of Directors will take one or more of the following actions, as to
outstanding options: (i) provide that such options shall be assumed,
or equivalent options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof), provided that any
such options substituted for Incentive Stock Options shall meet the
requirements of Section 424(a) of the Code, or (ii) in the event of a
merger under the terms of which holders of the Common Stock of the
Company will receive upon consummation thereof a cash payment for each
share surrendered in the merger (the "Merger Price"), make or provide
for a cash payment to the Participants equal to the difference between
(A) the Merger Price times the number of shares of Common Stock
subject to such outstanding Options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate
exercise price of all such outstanding Options in exchange for the
termination of such Options.
14. TAX WITHHOLDING
The Participant shall pay to the Company, or make provision
satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of options under the Plan no later than
the date of the event creating the tax liability. In the Committee's
sole discretion, a Participant (other than a Participant subject to
Section 16, who shall be subject to the following sentence) may elect
to have such tax obligations paid, in whole or in part, in shares of
Common Stock, including shares retained from the option creating the
tax obligation. With respect to Participants subject to Section 16,
upon the issuance of shares of Common Stock in respect of an option,
such number of shares issuable shall be reduced by the number of
shares necessary to satisfy such Participant's federal, and where
applicable, state withholding tax obligations. For withholding tax
purposes, the value of the shares of Common Stock shall be the Fair
Market Value on the date the withholding obligation is incurred. The
Company may, to the extent permitted by law, deduct any such tax
obligations from any payment of any kind otherwise due to the
Participant.
15. AMENDMENT OF THE PLAN
The Committee may at any time, and from time to time, modify or amend
the Plan in any respect; provided that shareholder approval shall be
required for any such modification or amendment which:
(a) materially increases the maximum number of shares for which
options may be granted under the Plan (subject, however, to
the provisions of Section 13 hereof);
(b) reduces the exercise price at which Awards may be granted
(subject, however, to the provisions of Section 13 hereof);
(c) extends the period during which options may be granted or
exercised beyond the times originally prescribed; or
(d) changes the persons eligible to participate in the Plan.
Failure to ratify or approve amendments or modifications to
subsections (a) through (d) of this Section by shareholders shall be
effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of
this Plan will remain in full force and effect.
No such termination, modification or amendment may affect the rights
of a Participant under an outstanding Award.
16. APPROVAL AND EFFECTIVE DATE OF PLAN
Pursuant to OTS regulations, if the Plan is to be implemented on or
before September 29, 1996, the Plan must be approved by a majority of
the shares eligible to be voted at a meeting of the Company's
stockholders and then submitted to the OTS for its review and
approval. This Plan will be effective as of the first day after its
approval by the Company's stockholders and the OTS, assuming it is so
approved. If the Plan receives the approval of less than a majority
of the shares eligible to be voted at such meeting, but receives the
approval of a majority of the shares actually voted at the meeting,
the Plan will be effective as of October 1, 1996.
17. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate ten (10) years
after the Effective Date of the Plan. The Board of Directors has the
right to suspend or terminate the Plan at any time, provided that no
such action will, without the consent of a Participant, adversely
affect his rights under a previously granted Award.
18. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State
of New Jersey.
19. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by
the Committee fail to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
Notwithstanding any other provision of the Plan, in order to qualify
for the exemption provided by Rule 16b-3 of the Act, any Common Stock
acquired by a Participant subject to Section 16 of the Act (a "Section
16 Participant") upon exercise of an Option the common stock acquired
may not be sold for six (6) months after the date of grant of the
Option.
Exhibit 4(b)
STATEWIDE FINANCIAL CORP.
1996 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
I. PURPOSES
The purposes of the Statewide Financial Corp. (the "Company") 1996
Stock Option Plan for Outside Directors of the Company and its
affiliates, including the outside directors of Statewide Savings Bank,
S.L.A. (the "Association") (the "Directors' Option Plan" or the
"Plan") are to promote the growth and profitability of the Company and
the Association by providing outside directors of the Company and its
affiliates with an incentive to achieve long-term objectives of the
Company and to attract and retain non-employee directors of
outstanding competence by providing such outside directors with an
opportunity to acquire an equity interest in the Company.
II. GRANT OF OPTIONS
(a) Initial Grant. Each outside director (for purposes of this
Directors' Option Plan, the term "Outside Director" shall mean a
member of the Board of Directors of the Company (the "Board") or any
of its affiliates who is not also serving as a full-time employee of
the Company or any of its affiliates), who is serving in such capacity
on the date of the Company's initial public offering and at the
effective date of this Directors' Option Plan, is hereby granted
non-statutory stock options to purchase 26,450 shares of common stock
of the Company ("Common Stock").
The purchase price per share of the Common Stock deliverable upon the
exercise of each non-statutory stock option shall be the Fair Market
Value, as defined in Section II(d), of the Common Stock on the date of
grant. The effective date of these initial grants shall be the
effective date of the Directors' Option Plan as defined in Section V
hereof ("Effective Date").
(b) Grants to Subsequent Outside Directors. To the extent
options are available for grant under the Directors' Option Plan, each
outside director who is first appointed as a director of the Company
subsequent to the Effective Date (a "Subsequent Outside Director") is
hereby granted, as of the date on which such Subsequent Outside
Director is qualified and first begins to serve, non-statutory stock
options to purchase 26,450 shares of Common Stock, subject to
adjustment pursuant to Section IV, or to purchase such lesser number
of shares of Common Stock as remain in this Directors' Option Plan.
The purchase price per share of the Common Stock deliverable upon
exercise of such option shall equal the Fair Market value of the
Common Stock on the date of the grant of this option as determined
under paragraph (d) of this Section II.
If options for sufficient shares are not available under the
Directors' Option Plan to fulfill the grant under Section II(b)
hereof to any Subsequent Outside Director first elected subsequent to
the Effective Date, and thereafter options become available under the
Directors' Option Plan, such Subsequent Outside Director shall then
receive options to purchase an amount of shares of Common Stock
determined by dividing equally among each Subsequent Outside Director,
options for the number of shares then available under the Outside
Directors' Plan, not to exceed options for shares with the values set
forth in the preceding two paragraphs with respect to Subsequent
Outside Directors, subject to adjustment under Section IV as
appropriate. The date of grant shall be the date options for such
shares become available. The purchase price per share of the Common
Stock deliverable upon exercise of such options shall equal the Fair
Market Value of the Common Stock on the date the option is granted as
determined under the paragraph (d) of this Section II.
(c) Ineligibility. An option under the Directors' Option Plan
shall not be granted to any Outside Director who at any previous time
was an employee of either the Company or the Association and in such
capacity was eligible to receive any options to purchase Common Stock.
(d) Fair Market Value. "Fair Market Value" means, with respect
to shares of Common Stock, the fair market value as determined by the
Committee in good faith and in a manner established by the Committee
from time to time; provided, however, if the shares of Common Stock
are last sale reported over the counter securities, then the "fair
market value" of such shares on any date shall be the average closing
price for such securities for the five (5) trading days immediately
preceding the date in question, as reported on the NASDAQ system.
III. TERMS AND CONDITIONS
(a) Option Agreement. Each option shall be evidenced by a
written option agreement between the Company and the recipient
specifying the numbers of shares of Common Stock that may be acquired
through its exercise and containing such other terms and conditions
which are not inconsistent with the terms of this grant.
(b) Vesting. Each option granted pursuant to Section II(a) or
(b) hereof shall become exercisable in five annual installments of
twenty percent (20%). The first installment of options granted
pursuant to Section II(a) or (b) shall vest one year from the date of
grant.
(c) Manner of Exercise. The option, when vested, may be
exercised from time to time, in whole or in part, by delivering a
written notice of exercise to the Chief Financial Officer of the
Company signed by the recipient. Such notice is irrevocable and must
be accompanied by full payment of the exercise price (as determined
under Section II(a) or (b) hereof) in cash or shares of previously
acquired Common Stock at the Fair Market Value of such shares
determined on the exercise date.
(d) Transferability. Each option granted hereby may be
exercised only by the recipient to whom it is issued, or in the event
of the Outside Director's death, his or her personal representative(s)
or designee(s), heir(s) or devisee(s) pursuant to the terms of Section
III(e) hereof or as otherwise provided by Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(e) Termination of Service. Upon the termination of a
recipient's service for any reason other than Disability or death, the
recipient's stock options shall be exercisable only as to those shares
which were immediately exercisable by the recipient at the date of
termination of service. Unless such termination of service was for
cause, such options shall remain exercisable for the lesser of (i) the
remaining term of the option or (ii) 12 months. If a recipient is
removed for cause, all options granted to such recipient hereunder
shall immediately terminate.
In the event of death or termination of service due to Disability of
any recipient, all stock options held by such recipient, whether or
not exercisable at such time, shall become immediately exercisable by
the recipient or the recipient's legal representatives or
beneficiaries and shall remain exercisable by the recipient or his/her
estate for the lesser of (i) the remaining term of the option or (ii)
12 months.
For purposes of this Plan, "Disability" means the permanent and total
inability by reason of mental or physical infirmity, or both, of an
outside director to participate in the work of the Board and any
Committees thereof to which he/she may be assigned, including
attending meetings of the Board and such Committees. Additionally, a
medical doctor selected or approved by the Board of Directors must
advise the Board that it is either not possible to determine when such
disability will terminate or that it appears probable that such
disability will be permanent during the remainder of said recipient's
lifetime. "Cause" means the removal of an Outside Director or
Subsequent Outside Director because of a material loss to the Company
or one of its affiliates caused by the Outside Director or Subsequent
Outside Director's personal dishonesty, willful misconduct, any breach
of fiduciary duty involving personal profit, intentional failure to
perform stated duties, or the willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or
final cease and desist order.
(f) Termination of Option. Options shall expire one hundred and
twenty (120) months following the date of grant.
IV. COMMON STOCK SUBJECT TO THE DIRECTORS' OPTION PLAN
(a) Subject to adjustment as provided in paragraph (b) hereof,
the maximum number of shares reserved hereby for purchase pursuant to
the exercise of options granted under the Plan shall not exceed
158,700 shares of Common Stock of the Company. These shares of Common
Stock may be either authorized but unissued shares or shares
previously issued and reacquired by the Company. To the extent that
options granted under the Plan terminate, expire or are canceled
without having been exercised, new awards may be made with respect to
these shares.
(b) In the event of any change or changes in the outstanding
Common Stock of the Company effected without receipt of consideration
by the Company or payment of consideration by the Company, such as by
any stock dividend or split, recapitalization, reorganization,
combination or any similar corporate change, or other increase or
decrease in such shares the number of shares of Common Stock which may
be issued under this Directors' Option Plan, the number of shares of
Common Stock subject to options granted under this Directors' Option
Plan and the option price of such options, shall be automatically
adjusted to prevent dilution or enlargement of the rights granted to
recipient under the Directors' Option Plan.
(c) In the event of a consolidation, merger, reorganization or
sale of all or substantially all of the assets of the Company in which
outstanding shares of Common Stock are exchanged for securities, cash
or other property of any other corporation or business entity or in
the event of a liquidation of the Company (collectively an
"Extraordinary Event"), the following rules shall apply: (i) holders
of Options shall continue to have the right to exercise their
unexercised but currently exercisable Options on or before the day
before the date of consummation of the Extraordinary Event, (ii) if
any Option holders shall not have exercised their Options on or before
the date of such consummation and if, under the terms of the
Extraordinary Event holders of the Common Stock of the Company will
receive upon consummation thereof payment in cash, securities or other
property (the "Event Payment") for each share surrendered in the
Extraordinary Event (the "Event Price"), then an Event Payment equal
to the difference between (A) the Event Price times the number of
shares of Common Stock subject to each Non-Employee Director's
outstanding Options (to the extent then exercisable at prices not in
excess of the Event Price) and (B) the aggregate exercise price of all
such outstanding Options shall be made to each Non-Employee Director
in exchange for the termination of such Options, (iii) notwithstanding
the foregoing provisions of clause (ii), if the Extraordinary Event
involves an exchange by the acquiring party solely of its voting
securities in a reorganization pursuant to which holders of the Common
Stock will not recognize gain or loss on the exchange of such
securities until such holders dispose of the new voting securities
acquired in such exchange, then the acquiring party shall have the
right to provide that such Options shall be assumed, or equivalent
options shall be substituted by the acquiring or succeeding
corporation (or an affiliate thereof); provided that the Non-Employee
Director shall not, as a result of such provision, be required to
recognize gain or loss on the exchange of Options, (iv) in no event
shall the operation of the foregoing provisions be permitted to cause
the Non-Employee Director or the Plan to fail to comply with Rule
16b-3 of the Act, and (v) in the unlikely event any Options shall
remain outstanding after giving effect to the foregoing provisions
such Options shall terminate on the date the Extraordinary Event is
consummated.
V. APPROVAL AND EFFECTIVE DATE OF THE PLAN
Pursuant to OTS regulations if the Plan is to be implemented on or
before September 29, 1996, the Plan must be approved by a majority of
the shares eligible to be voted at a meeting of the Company's
stockholders at which the Plan is submitted for stockholder approval
and by the OTS. The Plan will become effective upon the first day it
is so approved by the stockholders and the OTS. If the Plan receives
the approval of less than a majority of the shares eligible to be
voted at such meeting, but receives the approval of a majority of the
shares actually voted at the meeting, the Plan will be effective as of
October 1, 1996.
VI. TERMINATION OF THE PLAN
The right to grant options under the Directors' Option Plan will
terminate automatically ten years after the Effective Date of the
Plan. A majority of the outstanding shares of the Common Stock
entitled to vote is required to terminate the Directors' Option Plan
for any other reason; provided, however, no such termination shall,
without the consent of the affected recipient, affect such recipient's
rights under a previously granted option.
VII. TAXES
There may be deducted from each distribution of Common Stock under the
Plan sufficient amounts to cover for any applicable tax obligations
incurred as a result of the exercise of options under the Plan.
VIII. AMENDMENT OF THE PLAN
The Directors' Option Plan may be amended form time to time by
the Board of Directors of the Company provided that Sections II and
III hereof shall not be amended more than once every six months other
than to comport with the Internal Revenue Code of 1986, as amended, or
the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder. Except as provided in Section IV hereof, rights
and obligations under any option granted before an amendment shall not
be altered or impaired by such amendment without the written consent
of the optionee. If any amendment would require shareholder approval
under Rule 16(b)-3, such amendment shall be presented to shareholders
for ratification, provided, however, that the failure to obtain
shareholder ratification shall not affect the validity of this Plan as
so amended and the options granted thereunder.
IX. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State
of New Jersey.
X. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent that any provision of the Plan fails to
so comply, such provision shall be deemed null and void, to the extent
permitted by law. Notwithstanding any other provision of the Plan, in
order to qualify for the exemption provided by Rule 16b-3 under the
Exchange Act, any Common Stock acquired by a Non-Employee Director
upon exercise of an Option may not be sold for six (6) months after
the date of grant of the Option. The Committee shall have no
authority to take any action if the authority to take such action, or
the taking of such action, would disqualify the Plan from the
exemption provided by Rule 16b-3 under the Act.
Exhibit 4(c)
STATEWIDE FINANCIAL CORP.
1996 RECOGNITION AND RETENTION PLAN
FOR EXECUTIVE OFFICERS AND EMPLOYEES
1. PURPOSE
The purpose of the Statewide Financial Corp. (the "Company") 1996
Recognition and Retention Plan for Executive Officers and
Employees(the "Plan") is to advance the interests of the Company and
its shareholders by providing those key employees of the Company and
its Affiliates, including Statewide Savings Bank, S.L.A. (the
"Association"), upon whose judgment, initiative and efforts the
successful conduct of the business of the Company and its affiliates
largely depends, with additional incentive to perform in a superior
manner. A purpose of the Plan is also to attract people of experience
and ability to the service of the Company and its Affiliates.
2. DEFINITIONS
(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member, and (ii) an
unincorporated trade or business which is under common control with
the Company as determined in accordance with Section 414(c) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations issued thereunder. For purposes hereof, a "controlled
group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to
Section 1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Restricted Stock under the
provisions of this Plan.
(c) "Board of Directors" or "Board" means the Board of Directors
of the Company.
(d) "Committee" means a committee consisting of those members of
the Compensation/Benefits Committee of the Company who are
non-employee members of the Board of Directors, all of whom are
"disinterested persons" as such term is defined" under Rule 16b-3 of
the Exchange Act, as promulgated by the Securities and Exchange
Commission.
(e) "Common Stock" means the common stock of the Company, no par
value per share.
(f) "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.
(g) "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an employee to
perform the work customarily assigned to him. Additionally, a medical
doctor selected or approved by the Board of Directors must advise the
Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such
Disability will be permanent during the remainder of said
participant's lifetime.
(h) "Participant" means an employee of the Company or its
affiliates chosen by the Committee to participate in the Plan.
(i) "Restricted Stock" means shares of the Common Stock granted
hereunder and subject to the restrictions of Sections 6.2 and 6.3
hereof.
(j) "Restriction Period" shall mean the period of time during
which the Restricted Stock is subject to the restrictions of the Plan,
to be set at the Committee's discretion subject to Section 6.3 hereof.
(k) "Retirement" means retirement at the normal or early
retirement date as set forth in any tax-qualified or non-tax qualified
retirement plan of the Company or as determined under any retirement
policy of the Company.
(l) "Section 16" means Section 16 of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.
3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to select
participants, to determine the amount of Awards, to establish the
terms and conditions of such Awards, to establish such rules and
regulations as it deems necessary for the proper administration of the
Plan and to make whatever determinations and interpretations in
connection with the Plan it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be
binding and conclusive on all Participants in the plan and on their
legal representatives and beneficiaries.
4. STOCK SUBJECT TO THE PLAN
The maximum number of shares reserved for issuance pursuant to Awards
hereunder is 148,120 shares of Common Stock of the Company, subject to
adjustment pursuant to Section 6.5 hereof. These shares of Common
Stock may be either authorized but unissued shares or shares
previously issued and reacquired by the Company. To the extent that
Awards granted under the Plan are canceled prior to the end of their
applicable Restriction Period, new Awards may be made with respect to
these shares.
5. ELIGIBILITY
Officers and other employees of the Company or its Affiliates shall be
eligible to receive Awards and Directors who are not employees or
officers of the Company or its affiliates shall not be eligible to
receive Awards under the Plan.
6. GRANTS OF RESTRICTED STOCK
6.1 Awards
------
Each Participant shall execute and deliver to the Committee an
agreement as required under Section 8, an escrow agreement
satisfactory to the Committee and the appropriate blank stock
powers with respect to the Restricted Stock covered by such
agreements. The Committee shall then cause stock certificates
registered in the name of the Participant to be issued and
deposited together with the stock powers with an escrow agent to
be designated by the Committee. The Committee shall cause the
escrow agent to issue to the Participant a receipt evidencing any
stock certificate held by it registered in the name of the
Participant.
6.2 Restrictions
------------
(a) Restricted Stock awarded to a Participant shall be subject
to the following restrictions until the expiration of the
Restriction Period: (i) a Participant shall be issued, but shall
not be entitled to delivery of the stock certificate; (ii) the
shares of Common Stock shall be subject to the restrictions on
transferability set forth in Section 7; (iii) the shares of
Common Stock shall be forfeited and the stock certificates shall
be returned to the Company and all rights of the Participant to
such shares and as a shareholder shall terminate without further
obligation on the part of the Company when a Participant leaves
the employ of the Company, except in the case of Disability or
death; and (iv) any other restrictions which the Committee may
determine in advance are necessary or appropriate, including
termination of Restricted Stock Awards to Grantees other than
Employees.
(b) The Committee shall have the authority to remove any or all
of the restrictions on the Restricted Stock whenever it may
determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Restricted
Stock Award, such action is appropriate.
6.3 Restriction Period
------------------
Notwithstanding anything contained in Section 3 hereof, in
compliance with the regulations of the Office of Thrift
Supervision, all Awards granted hereunder, shall be subject to
the following minimum Restriction Period:
All Awards shall be subject to a five-year Restriction Period,
with restrictions lapsing on 20 percent of the Restricted Stock
per year, commencing on the first anniversary of the date of the
Award. Common Stock on which restrictions have lapsed shall not
be subject to the provisions of Section 6.2 hereof. By the fifth
anniversary of the date of grant, all restrictions shall have
lapsed, provided, however, that in the event of a Participant's
Disability or death, the remaining Restriction Period for any
Award shall lapse and the shares of Common Stock held by such
Participant shall become unrestricted.
The Committee shall have the authority in its discretion, to
impose a greater Restriction Period for any Award than those set
forth above.
6.4 Delivery of Shares of Common Stock
----------------------------------
At the expiration of the Restriction Period, a stock certificate
evidencing the Restricted Stock with respect to which the
Restriction Period has expired (to the nearest full share) shall
be delivered without charge to the Participant or his personal
representative free of all restrictions under the Plan.
6.5 Dilution and Adjustments
------------------------
(a) In the event of any change or changes in the outstanding
Common Stock of the Company is effected without receipt of
consideration by the Company or payment of consideration by the
Company, such as by any stock dividend or split,
recapitalization, reorganization, combination or any similar
corporate change, or other increase or decrease in such shares,
the number of shares of Common Stock which may be issued under
this Plan shall be automatically adjusted.
(b) In the event of a consolidation, merger, reorganization or
sale of all or substantially all of the assets of the Company in
which outstanding shares of Common Stock are exchanged for
securities, cash or other property or any other corporation or
business entity (the "Surviving Corporation"), the Committee and
the Board of Directors will provide that this Plan be assumed by
the Surviving Corporation in such transaction, and that shares of
the common stock of such Surviving Corporation shall be issued in
exchange for shares of Common Stock subject to Awards hereunder
and still subject to the restrictions of Section 6.2. Such
replacement shares will remain subject to the restrictions of
Section 6.2 for their remaining Restriction Period. The number
of replacement shares issued in exchange for the Common Stock
will be determined based upon the per share price paid all
shareholders of the Company by the Surviving Corporation.
7. NONTRANSFERABILITY
Nothing in this Plan or in any Award granted confers on any person any
right to continue in the employ of the Company, the Association or its
Affiliates or to continue to perform services for the Company, the
Association or its Affiliates or interferes in any way with the right
of the Company or its Affiliates to terminate a Participant's services
as an officer or other employee at any time.
No Restricted Stock subject to an Award under the Plan shall be
transferable by the participant other than by will or the laws of
descent and distribution and may only be exercised during his lifetime
by the Participant or by a guardian or legal representative.
8. AGREEMENT WITH PARTICIPANTS
Each Award will be evidenced by a written agreement, executed by the
Participant and the Company which describes the conditions for
receiving the Awards including the date of Award, the applicable
Restriction Period, and any other terms and conditions as may be
required by the Board of Directors or applicable securities law.
9. TAX WITHHOLDING
Whenever shares of Common Stock are to be issued or delivered pursuant
to the Plan, the Company shall have the right, in its sole discretion,
to either (i) require the Participant to remit to the Company or (ii)
withhold from any salary, wages or other compensation payable by the
Company to the Participant, an amount sufficient to satisfy federal,
state, and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. Whenever payments
are to be made in cash, such payments shall be net of an amount
sufficient to satisfy federal, state and local withholding tax
requirements and authorized deductions.
10. AMENDMENT OF THE PLAN
The Committee may at any time, and from time to time, modify or amend
the Plan in any respect; provided that shareholder approval shall be
required for any such modification or amendment which:
(a) materially increases the maximum number of shares for which
Awards may be granted under the Plan; or
(b) changes the persons eligible to participate in the Plan.
Failure to ratify or approve amendments or modifications to
subsections (a) and (b) of this Section by shareholders shall be
effective only as to the specific amendment or modification requiring
such ratification. Other provisions, sections, and subsections of
this Plan will remain in full force and effect.
No such termination, modification or amendment may affect the rights
of a Participant under an outstanding Award.
11. APPROVAL AND EFFECTIVE DATE OF PLAN
Pursuant to OTS regulations, if the Plan is to be implemented on or
before September 29, 1996, the Plan must be approved by a majority of
the shares eligible to be voted at a meeting of the Company's
stockholders and then submitted to the OTS for its review and
approval. Assuming it is so approved, this Plan will be effective as
of the first day after its approval by the Company's stockholders and
the OTS. If the Plan receives the approval of less than a majority of
the shares eligible to be voted at such meeting, but receives the
approval of a majority of the shares actually voted at such meeting,
the Plan will be effective as of October 1, 1996.
12. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate ten (10) years
after the Effective Date of the Plan. The Board of Directors has the
right to suspend or terminate the Plan at any time, provided that no
such action will, without the consent of a Participant, adversely
affect his rights under a previously granted Award.
13. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State
of New Jersey.
14. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by
the Committee fail to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
Exhibit 4(d)
STATEWIDE FINANCIAL CORP.
1996 RECOGNITION AND RETENTION PLAN
FOR OUTSIDE DIRECTORS
7. PURPOSE
The purpose of the Statewide Financial Corp. (the "Company") 1996
Recognition and Retention Plan for Outside Directors (the "Plan") is
to promote the growth and profitability of the Company and its
subsidiary, Statewide Savings Bank, S.L.A. (the "Association") by
providing outside directors of the Company and its Affiliates with an
incentive to achieve long-term objectives of the Company and to
attract and retain non-employee directors of outstanding competence by
providing such outside directors with an opportunity to acquire an
equity interest in the Company.
8. DEFINITIONS
(a) "Affiliate" means (i) a member of a controlled group of
corporations of which the Company is a member, and (ii) an
unincorporated trade or business which is under common control with
the Company as determined in accordance with Section 414(c) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the
regulations issued thereunder. For purposes hereof, a "controlled
group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to
Section 1563(a)(4) and (e)(3)(C).
(b) "Award" means a grant of Restricted Stock under the
provisions of this Plan.
(c) "Board of Directors" or "Board" means the Board of Directors
of the Company.
(d) "Committee" means a committee consisting of those members of
the Compensation/Benefits Committee of the Company.
(e) "Common Stock" means the common stock of the Company, no par
value per share.
(f) "Date of Grant" means the date an Award granted by the
Committee is effective pursuant to the terms hereof.
(g) "Disability" means the permanent and total inability by
reason of mental or physical infirmity, or both, of an outside
director to participate in the work of the Board and any Committees
thereof to which he may be assigned, including attending meetings of
the Board and such Committees. Additionally, a medical doctor
selected or approved by the Board of Directors must advise the Board
that it is either not possible to determine when such disability will
terminate or that it appears probable that such disability will be
permanent during the remainder of said recipient's lifetime.
(h) "Participant" means an Outside Director (as defined in
Section 5.1 (a)) or a Subsequent Outside Director (as defined in
Section 5.1(b) hereof) who participates in the Plan.
(i) "Restricted Stock" means shares of the Common Stock granted
hereunder and subject to the restrictions of Sections 5.2 and 5.3
hereof.
(j) "Restriction Period" shall mean the period of time during
which the Restricted Stock is subject to the restrictions of the Plan
set forth in Section 5.3 hereof.
(k) "Section 16" means Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder.
9. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee is
authorized, subject to the provisions of the Plan, to establish such
rules and regulations as it deems necessary for the proper
administration of the Plan and to make whatever determinations and
interpretations in connection with the Plan it deems necessary or
advisable. All determinations and interpretations made by the
Committee shall be binding and conclusive on all Participants in the
plan and on their legal representatives and beneficiaries.
10. STOCK SUBJECT TO THE PLAN
The maximum number of shares reserved for issuance pursuant to Awards
hereunder is 63,480 shares of Common Stock of the Company, subject to
adjustment pursuant to Section 5.4. These shares of Common Stock may
be either authorized but unissued shares or shares previously issued
and reacquired by the Company. To the extent that Awards granted
under the Plan are canceled prior to the end of their applicable
Restriction Period, new Awards may be made with respect to these
shares.
11. GRANTS OF RESTRICTED STOCK
5.1 Awards
------
(a) Initial Awards. Each outside director (for purposes of this
Plan, the term "Outside Director" shall mean a member of the
Board of Directors or any of its Affiliates who is not also
serving as a full-time employee of the Company or any of its
Affiliates), who is serving in such capacity on the effective
date of this Plan, is hereby granted an Award of 10,580 shares of
Restricted Stock.
The effective date of these initial Awards shall be the effective
date of the Plan as defined in Section 10 hereof ("Effective
Date").
(b) Awards to Subsequent Outside Directors. To the extent
shares of Restricted Stock are available for Awards under the
Plan, each Outside Director who is first appointed as a director
of the Company subsequent to the Effective Date (a "Subsequent
Outside Director") is hereby granted, as of the date on which
such Subsequent Outside Director is qualified and first begins to
serve as an Outside Director, an Award of 10,580 shares of
Restricted Stock or such lesser number of shares of Common Stock
as remain in this Plan.
If sufficient shares are not available under the Plan to fulfill
Awards under Section 6.1(b) hereof to any Subsequent Outside
Director and thereafter shares become available, such Subsequent
Outside Director shall then receive Awards of Restricted Stock
determined by dividing equally among each Subsequent Outside
Director, Awards for the number of shares then available under
the Plan. The date of grant shall be the date Awards for such
shares become available.
(c) Ineligibility. An Award under the Plan shall not be granted
to any Outside Director who at any previous time was an employee
of either the Company or the Association and in such capacity was
eligible to receive any options to purchase Common Stock.
5.2 Restrictions
------------
(a) Restricted Stock awarded to a Participant shall be subject
to the following restrictions until the expiration of the
Restriction Period: (i) a Participant shall be issued, but shall
not be entitled to delivery of the stock certificate; (ii) the
shares of Common Stock shall be subject to the restrictions on
transferability set forth in Section 7; and (iii) the shares of
Common Stock shall be forfeited and the stock certificates shall
be returned to the Company and all rights of the Participant to
such shares and as a shareholder shall terminate without further
obligation on the part of the Company when a Participant leaves
service with the Board of Directors of the Company or its
Affiliates, except in the case of Disability or death.
(b) The Committee shall have the authority to remove any or all
of the restrictions on the Restricted Stock whenever it may
determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Restricted
Stock Award, such action is appropriate.
5.3 Restriction Period
------------------
In compliance with the regulations of the Office of Thrift
Supervision, all Awards granted hereunder, shall be subject to
the following Restriction Period:
All Awards shall be subject to a five-year Restriction Period,
with restrictions lapsing on 20 percent of the Restricted Stock
per year, commencing on the first anniversary of the date of the
Award. Common Stock on which restrictions have lapsed shall not
be subject to the provisions of Section 5.2 hereof. By the fifth
anniversary of the date of grant, all restrictions shall have
lapsed, provided, however, that in the event of a Participant's
Disability or death, the remaining Restriction Period for any
Award shall lapse and the shares of Common Stock held by such
Participant shall become unrestricted.
5.4 Dilution and Adjustments
------------------------
(a) In the event of any change or changes in the outstanding
Common Stock of the Company is effected without receipt of
consideration by the Company or payment of consideration by the
Company, such as by any stock dividend or split,
recapitalization, reorganization, combination or any similar
corporate change, or other increase or decrease in such shares,
the number of shares of Common Stock which may be issued under
this Plan shall be automatically adjusted.
(b) In the event of a consolidation, merger, reorganization or
sale of all or substantially all of the assets of the Company in
which outstanding shares of Common Stock are exchanged for
securities, cash or other property or any other corporation or
business entity (the "Surviving Corporation"), the Committee and
the Board of Directors will provide that this Plan be assumed by
the Surviving Corporation in such transaction, and that shares of
the common stock of such Surviving Corporation shall be issued in
exchange for shares of Common Stock subject to Awards hereunder
and still subject to the restrictions of Section 5.2. Such
replacement shares will remain subject to the restrictions of
Section 5.2 for their remaining Restriction Period. The number
of replacement shares issued in exchange for the Common Stock
will be determined based upon the per share price paid all
shareholders of the Company by the Surviving Corporation.
5.5 Delivery of Shares of Common Stock
----------------------------------
At the expiration of the Restriction Period, a stock certificate
evidencing the Restricted Stock with respect to which the
Restriction Period has expired (to the nearest full share) shall
be delivered without charge to the Participant or his personal
representative free of all restrictions under the Plan.
6. NONTRANSFERABILITY
Nothing in this Plan or in any Award granted confers on any person any
right to continue as a Director the Company or its Affiliates or to
continue to perform services for the Company or its Affiliates.
7. AGREEMENT WITH PARTICIPANTS
Each Award will be evidenced by a written agreement, executed by the
Participant and the Company which describes the conditions for
receiving the Awards including the date of Award, the applicable
Restriction Period, and any other terms and conditions as may be
required by the Board of Directors or applicable securities law.
8. TAX WITHHOLDING
Whenever shares of Common Stock are to be issued or delivered pursuant
to the Plan, the Company shall have the right, in its sole discretion,
to either (i) require the Participant to remit to the Company or (ii)
withhold from any salary, wages or other compensation payable by the
Company to the Participant, an amount sufficient to satisfy federal,
state, and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares. Whenever payments
are to be made in cash, such payments shall be net of an amount
sufficient to satisfy federal, state and local withholding tax
requirements and authorized deductions.
9. AMENDMENT OF THE PLAN
This Plan may be amended form time to time by the Board of Directors
of the Company provided that Section 5 hereof shall not be amended
more than once every six months other than to comport with the
Internal Revenue Code of 1986, as amended. If any amendment would
require shareholder approval under Rule 16(b)-3, such amendment shall
be presented to shareholders for ratification, provided, however, that
the failure to obtain shareholder ratification shall not affect the
validity of this Plan as so amended and the options granted
thereunder.
10. APPROVAL AND EFFECTIVE DATE OF PLAN
Pursuant to OTS regulations, if the Plan is to be implemented on or
prior to September 29, 1996, the Plan must be approved by a majority
of the shares eligible to be voted at a meeting of the Company's
stockholders and then submitted to the OTS for its review and
approval. If the Plan is so approved, the Plan will become effective
45 days after its approval by the Company stockholders and the OTS.
If the Plan receives the approval of less than a majority of the
shares eligible to be voted at such meeting but receives the approval
of a majority of shares actually voted at such meeting, the Plan will
be effective as of October 1, 1996.
11. TERMINATION OF THE PLAN
The right to grant Awards under the Plan will terminate ten (10) years
after the Effective Date of the Plan. The Board of Directors has the
right to suspend or terminate the Plan at any time, provided that no
such action will, without the consent of a Participant, adversely
affect his rights under a previously granted Award.
13. APPLICABLE LAW
The Plan will be administered in accordance with the laws of the State
of New Jersey.
14. COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT
Transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provisions of the Plan or action by
the Committee fail to so comply, it shall be deemed null and void, to
the extent permitted by law and deemed advisable by the Committee.
Exhibit 5(a)
August 1, 1996
RE: Statewide Financial Corp.
Registration Statement on Form S-8
----------------------------------
Statewide Financial Corp.
70 Sip Avenue
Jersey City, NJ 07306
Dear Sirs:
We have acted as counsel for Statewide Financial Corp., a New Jersey
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 being filed by the Company with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as
amended, relating to an aggregate of 740,600 shares of Common Stock,
no par value per share, of the Company (the "Shares"), (i) up to
370,300 of which are reserved for issuance and sale pursuant to the
Company's 1996 Incentive Stock Option Plan (the "ISO Shares"); (ii) up
to 158,700 of which are reserved for issuance and sale pursuant to the
Company's 1996 Stock Option Plan for Outside Directors (the "Outside
Director Shares"); (iii) up to 148,120 of which are reserved for
issuance pursuant to the Company's 1996 Recognition and Retention Plan
for Executive Officers and Employees (the "Executive RRP Shares"); and
(iv) up to 63,480 of which are reserved for issuance pursuant to the
Company's 1996 Recognition and Retention Plan for Outside Directors
(the "Outside Director RRP Shares"). Each of the 1996 Incentive Stock
Option Plan and the 1996 Stock Option Plan for Outside Directors are
herein referred to as an "Option Plan". Each of the 1996 Recognition
and Retention Plan for Outside Directors and the 1996 Recognition and
Retention Plan for Executive Officers and Employees are herein
referred to a "RRP Plan".
In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our
satisfaction, of the Certificate of Incorporation and By-laws of the
Company, each Option Plan and RRP Plan, and such other certificates,
records, instruments and documents, and have made such other and
further investigations, as we have deemed necessary or appropriate to
enable us to express the opinion set forth below. In such
examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such latter documents.
Based upon the foregoing, we are of the opinion that:
1. Upon issuance and delivery by the Company of the ISO Shares
pursuant to the exercise of stock options and payment of the exercise
price therefor in accordance with the terms set forth in such options
and the Company's 1996 Incentive Stock Option Plan, in cash or other
consideration permitted under Section 14A:7-5 of the New Jersey
Business Corporation Act (the "Act"), the ISO Shares issued thereunder
will be legally issued, fully paid and non-assessable;
2. Upon issuance and delivery by the Company of the Outside
Director Shares pursuant to the exercise of stock options and payment
of the exercise price therefor in accordance with the terms set forth
in such options and the Company's 1996 Stock Option Plan for Outside
Directors, in cash or other consideration permitted under Section
14A:7-5 of the Act, the Outside Director Shares issued thereunder will
be legally issued, fully paid and non-assessable;
3. Upon issuance and delivery by the Company of the Executive RRP
Shares pursuant to the terms of the Company's 1996 Recognition and
Retention Plan for Executive Officers and Directors, the Executive RRP
Shares issued thereunder will be legally issued, fully paid and
non-assessable, subject, however, to the potential for forfeiture of
the Executive RRP Shares pursuant to the terms of the RRP Plan; and
4. Upon issuance and delivery by the Company of the Outside
Director RRP Shares pursuant to the terms of the Company's 1996
Recognition and Retention Plan for Outside Directors, the Outside
Director RRP Shares issued thereunder will be legally issued, fully
paid and non-assessable, subject, however, to the potential for
forfeiture of the Executive RRP Shares pursuant to the terms of the
RRP Plan.
The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not
admit that we are in 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
promulgated thereunder.
Very truly yours,
McCarter & English
Exhibit 23(a)
INDEPENDENT ACCOUNTANTS' CONSENT
--------------------------------
The Board of Directors
Statewide Financial Corp.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Statewide Financial Corp. of our report dated January
26, 1996, relating to the consolidated financial statements of
Statewide Financial Corp. and subsidiary as of December 31, 1995 and
March 31, 1995, and for the nine-month period ended December 31, 1995
and the year ended March 31, 1995, and also relating to the
adjustments that were applied to restate the March 31, 1994
consolidated financial statements, as described in the notes to those
financial statements, which report appears in the December 31, 1995
Transition Report on Form 10-K of Statewide Financial Corp.
Our report refers to a change in the method of accounting for certain
investments in debt and equity securities effective April 1, 1994.
KPMG Peat Marwick LLP
Short Hills, New Jersey
August 1, 1996
Exhibit 23(b)
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration
Statement of Statewide Financial Corp. on Form S-8 of our report dated
June 3, 1994 (which expresses an unqualified opinion and includes an
explanatory paragraph relating to a change in the method of accounting
for income taxes) relating to the consolidated statements of income,
shareholders' equity and cash flows of Statewide Savings Bank, S.L.A.
for the year ended March 31, 1994, before the restatement for the
change in the method of goodwill amortization and the change in the
method of accounting for impaired loans resulting from the adoption
SFAS No. 114 as amended by SFAS No. 118 (not presented herein)
appearing in the Registrant's Annual Report on Form 10-K for the nine
month period ended December 31, 1995, as filed with the Securities and
Exchange Commission on March 27, 1996.
Deloitte & Touche LLP
Parsippany, New Jersey
July 31, 1996
Exhibit 24(a)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Victor M. Richel as his 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 and all amendments and post-effective
amendments to that certain Registration Statement of Statewide
Financial Corp. on Form S-8, and to file the same with all exhibits
thereto, and grants unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as 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.
This Power of Attorney may be executed in one or more counterparts.
The foregoing Power of Attorney was prepared in conjunction with the
Registration Statement on Form S-8 and has been duly signed by the
following persons in the capacities and dates indicated.
Signature Title Date
--------- ----- ----
/s/Thomas V. Whelan Director August 2, 1996
--------------------
Thomas V. Whelan
/s/Maria Ramirez Director August 2, 1996
----------------
Maria Ramirez
/s/Walter G. Scott, Jr. Director August 2, 2996
-----------------------
Walter G. Scott, Jr.
/s/Stephen R. Tilton Director August 2, 1996
--------------------
Stephen R. Tilton
