EXHIBIT 10.7
PFF BANCORP, INC.
1996 INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
FOR OFFICERS AND EMPLOYEES
This agreement ("Agreement") between PFF Bancorp, Inc. ("Company") and
[ ] ("Recipient") shall evidence an award made on
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("Award"). For purposes of this Agreement, the terms contained herein shall have
the same meanings as those contained in the PFF Bancorp, Inc. 1996 Incentive
Plan ("Plan"). This Agreement shall be qualified by the terms of the Plan which
shall govern, except where this Agreement represents the discretionary
determinations of the Committee as permitted in the Plan and where this
Agreement represents the interpretation of Plan terms by the Committee as
provided in Section 2 of the Plan.
WHEREAS, a purpose of the Plan is to provide officers and employees of the
Company and its affiliates an incentive to achieve the long-term objectives of
the Company by providing such key personnel with a proprietary interest in the
Company and its affiliates, including Pomona First Federal Bank & Trust
("Bank"); and
WHEREAS, the Committee has determined to grant the Recipient an option to
purchase shares of common stock of the Company ("Common Stock") ("Option"),
which Option is intended to be an Incentive Stock Option to the extent allowable
under the Internal Revenue Code of 1986, as amended (the "Code"), such grant
being made under the terms of the Plan;
THEREFORE, to evidence the grant of this Option, and subject to the terms
and conditions of the Plan and this Agreement, the Company and the Recipient
hereby agree as follows:
1. Grant of Award. This Agreement hereby evidences and confirms the
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grant to the Recipient on ("Date of Grant"), of an Incentive
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Stock Option (for those underlying shares to the extent allowable under the
Code) to purchase shares of Common Stock at an exercise price of $
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per share (the "Exercise Price"), which was the Fair Market Value of the
underlying shares of Common Stock on the Date of Grant. Simultaneously with the
grant of this Incentive Stock Option, this Agreement hereby evidences and
confirms the grant of related Limited Rights and Equitable Adjustment Rights as
described under Paragraphs 5 and 6 below.
2. Term of Option. The term of the Option shall not exceed a period of 10
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years, beginning on , and ending on . Incentive Stock
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Options granted to any person who is the beneficial owner of more than 10% of
the outstanding voting stock may not be exercised after the date that is five
years from the Date of Grant and the Exercise Price must be at least equal to
110% of the Fair Market Value of the underlying Common Stock on the Date of
Grant.
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3. Vesting of Option. Except as provided in Paragraph 10 herein, the
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Option shall vest and become exercisable on a cumulative basis in equal
installments at a rate of twenty percent (20%) per year commencing on
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and twenty percent (20%) on each thereafter. Underlying
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fractional shares shall be aggregated and shall vest in the last installment
of the Option on the last on which the Award vests. Except in
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the case of death or Disability, the Option may be earned by the Recipient only
while serving as an officer or employee of the Company or the Bank. In the event
the Recipient's service or employment is terminated other than due to death or
Disability prior to the time all installments of the Option have vested, any
installment of the Option which has not yet vested as of the last day of service
shall be forfeited. If the Recipient is Terminated for Cause, all rights and
Awards under this Agreement shall expire upon the date of termination. Any
unexercised or undistributed Awards shall be forfeited.
If the Recipient's service or employment terminates due to death or
Disability, all options subject to this Agreement shall be deemed vested as of
the Recipient's last day of service or employment with the Company or an
affiliate and be exercisable for one year after such date.
4. Manner of Exercise of the Option.
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(a) Notice. The Option or any portion thereof may be exercised by
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written notice pursuant to Paragraph 11 hereof delivered to the Company signed
by the Recipient or the person or persons eligible to exercise the Option under
the terms of this Agreement and the Plan. Such notice shall state the number of
shares of Common Stock with respect to which the Option is being exercised, the
nature of the Option being exercised (i.e., Incentive Stock Option or Non-
statutory Stock Option), Exercise Price and such written covenants, agreements
and representations as the Committee administering the plan may from time to
time deem necessary or desirable in order to ensure compliance with applicable
laws, regulations or governmental authority and requirements of any stock market
or exchange upon which the Common Stock is traded. Such notice shall be
accompanied by payment of the full Exercise Price. In the event the Option is
exercised by any person other than by the Recipient pursuant to this Agreement
and the terms of the Plan, the notice of exercise of the Option shall be
accompanied by proof satisfactory to the Committee administering the Plan of the
right of such person to exercise the Option. As soon as practicable after such
notice and payment shall have been received, the Company shall deliver a
certificate or certificates representing the number of shares of Common Stock
with respect to which the Option was exercised in the name of the person or
persons exercising the Option.
(b) Consideration. Payment of the Exercise Price shall be made in
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cash or by check, or, in whole or in part, through the tender of shares of
Common Stock which will be valued at their Fair Market Value on he date prior
to the date of exercise of the Option or portion thereof. All shares of Common
Stock that shall be purchased upon the exercise of the Option as provided herein
shall be fully paid and nonassessable.
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The Exercise Price, upon the election of the Recipient, may be paid by
such Recipient's broker dealer if such broker dealer is to be repaid with the
proceeds of the sale of a portion of the shares of Common Stock underlying the
exercised Options as permitted under Section 16(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules promulgated
thereunder ("Cashless Exercise").
(c) No Stockholder Rights Before Exercise. The Recipient shall not
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be entitled to any rights as a stockholder with respect to such shares of Common
Stock being acquired pursuant to the exercise of the Option unless and until
certificates evidencing such Common Stock are issued. No adjustments shall be
made for dividends or distributions or other rights for which the record date is
prior to the date such certificates are issued except pursuant to the related
Equitable Adjustment Right, as provided in Paragraph 6 hereof, or as otherwise
provided in Paragraph 11.
(d) Exercise Period. Subject to the condition that the Option shall
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not be exercisable for more than ten years from the date of grant, the Recipient
may exercise the Option only while in the continuous employ or service of the
Company or its affiliates or in the case of Incentive Stock Options within three
months after the last day on which the Recipient is employed by the Company or
its affiliates (unless the Recipient is terminated for Cause or on account of
death or Disability). The grant of the Option shall impose no obligation upon
the Recipient to exercise all or any portion of the Option. If the Recipient's
employment is terminated by reason of Disability or death, the Recipient or his
or her beneficiary or personal representative, shall have the right to exercise
the Option for all of the shares covered by the Option for a period of one year
from the last day on which the Recipient is employed by the Company or its
affiliates. In the event of Termination for Cause all rights under the Incentive
Stock Options shall expire immediately upon termination.
5. Limited Rights. The Recipient, for each share underlying the Option
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granted in Paragraph 1 herein, has also been granted one Limited Right, subject
to the terms and conditions set out in Section 8 of the Plan and the following:
(a) In no event shall a Limited Right be exercisable in whole or in
part before the expiration of six months from the Date of Grant. A Limited Right
may be exercised only in the event of a Change in Control of the Company.
(b) The Limited Right may be exercised only when the related Option
is eligible to be exercised, and only when the Fair Market Value of the
underlying shares on the date of exercise is greater than the Exercise Price of
the related Option.
(c) Upon exercise of a Limited Right, the Option with respect to
such underlying shares shall cease to be exercisable. Upon exercise or
termination of this Option, the Limited Rights for the related shares shall
terminate. The Limited Rights shall be for no more than 100% of the difference
between the Exercise Price and the Fair market Value of the shares of underlying
Common Stock remaining subject to this Option when the Limited Right is
exercised. The Limited Right is transferable only when this Option is
transferable and under the same conditions.
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(d) Upon exercise of a Limited Right, the Recipient shall promptly
receive from the Company an amount of cash or some other payout alternative set
forth under Section 13 of the Plan equal to the difference between the Exercise
Price on the Date of Grant of the Option and the Fair Market Value of the
underlying shares on the date the Limited Right is exercised, multiplied by the
number of shares with respect to which such Limited Right is being exercised.
Payments shall be less any applicable tax withholding as set forth in Section 18
of the Plan.
6. Equitable Adjustment Right. In connection with each Option granted in
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Paragraph 1 herein, an Equitable Adjustment Right has been granted in accordance
with Section 11 of the Plan. Upon the payment of an Extraordinary Dividend (as
such term is defined in Section 10(c) of the Plan), the Committee may adjust the
number of shares and/or the Exercise Price of the related Options underlying the
Equitable Adjustment Right, as the Committee deems appropriate.
7. Compliance with the Federal Securities Laws. Notwithstanding anything
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herein to the contrary, the Company shall not be obligated to cause to be issued
or delivered any certificate evidencing shares of Common Stock purchased
pursuant to the exercise of the Option, unless and until the Company is advised
by its counsel that the issuance and delivery of such certificates is in
compliance with all applicable laws, regulations and governmental authority and
requirements of any exchange or stock market upon which the Common Stock is
traded or listed. The Company shall in no event be obligated to register any
securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) (the "Securities Act") or to take any other affirmative
action in order to cause the issuance and delivery of such certificates to
comply with any such law, regulation or requirement.
Also under current law, depending upon the nature of the Recipient's
transactions in the Common Stock, the grant of the option and/or sale of the
underlying shares may be deemed to be a purchase and sale, respectively, under
Section 16 of the Securities Exchange act of 1934, as amended, ("Exchange Act")
and therefore may incur short swing profit recovery under this Act and the
regulations promulgated thereunder. If the Recipient is subject to Section 16,
he or she should consult with the Company or his or her own counsel prior to he
Sale of Common Stock received pursuant to this Award.
8. Non-Transferability. Except as permitted under the Code and the
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rules promulgated pursuant to Section 16(b) of the Exchange Act or any successor
statutes or rules, no Award under this Agreement shall be transferable by the
Recipient other than by will or the laws of intestate succession or pursuant to
a qualified domestic relations order unless determined otherwise by the
Committee.
9. Designation of Beneficiary. The Recipient may designate a person or
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persons to receive, in the event of death, any rights that may be available to
the Recipient pursuant to the Plan under this Agreement. Such designation must
be made in writing and delivered to the Company and may be revoked by the
Recipient in writing. If the Recipient fails effectively to designate a
beneficiary, then the Recipient's estate will be deemed to be the beneficiary.
The Recipient may designate a beneficiary or beneficiaries in this Agreement or
otherwise in writing to the person designated in Paragraph 11 hereof.
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10. Dilution and Other Adjustments. In the event of any change in the
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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
Company, the Committee will make such proportionate and equitable adjustments to
the Option and to the Exercise Price per share covered by the Option as provided
for in Section 17 of the Plan to prevent dilution or enlargement of the rights
of the Recipient under this Agreement.
11. Notice. Any notice required or permitted under this Agreement shall be
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deemed given when delivered in person or when mailed by registered mail with
return receipt requested to the Company addressed to PFF Bancorp, Inc., ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ATTN: Chief Executive Officer, (or,
if the Recipient is the Chief Executive Officer, "ATTN: Secretary") and to the
Recipient or beneficiary at the addresses given below or at such address as the
Recipient may subsequently designate in writing to the Company.
12. Holding Period. The Recipient hereby acknowledges that in order to have
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the tax treatment provided for Incentive Stock Options under Section 422 of the
Internal Revenue Code apply, the Recipient may not dispose of shares acquired
under this Option (i) for two (2) years from the Date of Grant and (ii) for one
(1) year after the date the shares of Common Stock are transferred to the
Recipient. The Recipient agrees and is required hereby to notify, pursuant to
Paragraph 12 herein, the Company within 30 days of a disqualifying disposition
of an Incentive Stock Option.
13. Modification and Waiver. Neither this Agreement nor any provision
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hereof can be changed, modified, amended, terminated or waived orally or by any
course of dealing or purported course of dealing, but only by an agreement in
writing signed by the Recipient or his legal representative and the Company. The
waiver of or failure to enforce any breach of this Agreement shall not be deemed
to a waiver or acquiescence in any other breach thereof. Nothing herein,
however, shall be construed to prevent the Board of Directors at any time, and
from time to time, to terminate, modify or amend the Plan in any respect,
prospectively or retroactively; provided however, no such termination,
modification or amendment may affect the rights of the Recipient under this
Agreement without the written permission of such Recipient.
14. Governing Law. This Award shall be governed by and construed in
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accordance with the laws of the State of Delaware and applicable federal law.
15. Withholding. There shall be deducted from each distribution of cash
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and/or Common Stock under the Plan an amount of cash or stock relating to
withholding tax, if any, imposed by any federal or state government in
accordance with Section 18 of the Plan.
16. Rights of the Recipient. Nothing in the Plan or this Agreement confers
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on the Recipient any right to continue in the employment of the Company or its
Affiliates or interferes in any way with the right of the Company or its
Affiliates to terminate the Recipient's services as an employee at any time.
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17. Recipient Acknowledgment. The Recipient hereby acknowledges that all
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decisions, determinations and interpretations of the Board of Directors, or the
Committee thereof, in respect of the Plan and this Award shall be final and
conclusive.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed, and said Recipient has hereunto set his hand, the day and year first
above written.
PFF BANCORP, INC.
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President and
Chief Executive Officer
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Witness Recipient
Date:
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Address
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I hereby designate as my Beneficiary under the terms of the Plan the
following person(s) in the designated portions:
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Name Percentage Relationship Address
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Date: Signed:
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Witness
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