Item 1.01 Entry into a Material Definitive Agreement.Amendment to Performance-Based Awards As described in our Form 8-K filed with the Securities and Exchange Commission on June 1, 2005, certain employees, including executive officers, of PFF Bancorp, Inc. (the "Registrant"), on May 24, 2005 were granted performance-based awards pursuant to the Registrant's 2004 Equity Incentive Plan (the "Plan"). Three sets of awards were granted, the first payable after March 31, 2006, the second payable after March 31, 2007 and the third payable after March 31, 2008. The awards were structured such that the Registrant must achieve certain targets in three of the following six performance criteria during the applicable measurement period for awards to be vested: (i) return on average equity, (ii) total return, (iii) diluted earnings per share growth percentage, (iv) efficiency ratio, (v) increase in number of deposit households, and (vi) growth in the "Four-Cs" (commercial, construction and land, commercial real estate and equity based consumer loans). Notwithstanding the foregoing, no award would vest and be paid if the Registrant did not achieve the financial target in the diluted earnings per share growth percentage category. A detailed description of the awards can be found in our Form 8-K filed on June 1, 2005. On August 24, 2005, the Employee Compensation and Benefits Committee of the Registrant's Board of Directors, as administrator of the Plan, amended the awards. The extent of the amendment was to substitute "change in net interest margin" for "total return" as one of the six performance criteria in the awards. This change was instituted to avoid possible adverse accounting consequences that could result from the use of "total return" as one of the performance criteria, which could be viewed a market-based criteria rather than a criteria based on the Registrant's performance. Forms of the Amended and Restated 2006 Award Agreement, the Amended and Restated 2007 Award Agreement and the Amended and Restated 2008 Award Agreement are filed herewith. Item 9.01 Financial Statements and Exhibits (c) Exhibit No. Description 10.15 Form of Amended and Restated Performance-Based Award Agreement payable March 31, 2006 10.16 Form of Amended and Restated Performance-Based Award Agreement payable March 31, 2007 10.17 Form of Amended and Restated Performance-Based Award Agreement payable March 31, 2008
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