AMERICAN BANCORP OF NEVADA
1995 STOCK APPRECIATION RIGHTS PLAN
1. Purpose of Plan
The purpose of the 1995 Stock Appreciation Rights Plan (the "Plan") is
to provide key employees and directors with long-term compensation
based on the long-term growth and profitability of American Bancorp of
Nevada (the "Company"). Specific objectives of the Plan include:
o Motivating participants to maximize shareholder value
o Providing a long-term orientation in the participant's
decision-making
o Retaining participants over a long period
o Rewarding the participants for the Company's outstanding performance
2. Administration
The Board of Directors (the "Board") will administer the Plan. The
Board has the authority to interpret the Plan and all provisions
relating to the Plan as deemed necessary.
3. Eligibility
Key employees of the Company or any of its subsidiaries, and members of
the Board are eligible to participate in the Plan. The Board will
determine who will participate in the Plan.
4. Rights Set Aside
The Plan will allocate a maximum of 350,000 Stock Appreciation Rights
("Rights"). In the event that a Right previously granted shall for any
reason lapse or be canceled without being exercised, the referenced
Right shall be restored to the total number of Rights to be granted
under the Plan.
5. Grants
The Board shall have the exclusive power to determine the number of
Rights to be granted to the participants and when Rights will be
granted. Rights shall be subject to such terms and conditions as set
forth in the Plan.
6. Exercise Price
The exercise price of each Right granted shall be the fair market value
of a share of common stock of the Company at the date of grant.
7. Rights Account
Rights granted to the participants shall be credited to a Rights
Account (the "Account") established and maintained for each of the
participants. The Account of a participant shall record the value of
the Rights granted to a participant under the Plan, is solely for
accounting purposes, and shall not require a segregation of any of the
Company's assets. Each Right shall be valued in the manner provided in
Section 10.
8. Performance Period
The performance period of the Rights shall be for a period of up to
five years from the date of the grant of the Right (the "Performance
Period"). The Performance Period shall extend from the date the Rights
are granted until the earliest of the following events:
o Death, disability or retirement
o Termination, liquidation or dissolution of the Company
o Sale of substantially all of the assets and/or common stock of the
Company
o The Company merges or consolidates with any other corporation and
the Company is not the surviving corporation
o A participant is voluntarily or involuntarily terminated from the
Company with respect to Rights granted to such participant in the
capacity as an employee
o A participant ceases his or her directorship with the Company with
respect to Rights granted to such participant in the capacity as a
director
o The participant exercises the Right
o Five years from the date of grant has elapsed
5. Vesting of Rights
Rights granted to the participants shall vest in accordance with the
following schedule of years of employment or directorship that the
participant has had with the Company since the date of the grant of
such Rights.
Percentage Years Following
of Rights Date of Grant
---------- ---------------
25% 1 year
50% 2 years
75% 3 years
100% 4 years
Notwithstanding the above provision, all Rights granted to the
participants shall become fully vested upon (I) death, disability or
retirement; (ii) termination, liquidation or dissolution of the
Company; (iii) sale of substantially all of the assets and/or common
stock of the Company; or (iv) the merger or consolidation of the
Company with any other corporation wherein the Company is not the
surviving corporation.
For the purposes of the Plan: (I) a participant will be considered
disabled if, in the sole determination of the Board, the participant is
subject to a physical or mental condition which is expected to render
the participant unable to perform the participant's usual duties or any
comparable duties on behalf of the Company or a subsidiary of the
Company for a period in excess of one year; and (ii) the participant
will be considered retired if the participant's employment with the
Company or a subsidiary of the Company terminates at or after the date
the participant attains the age of 65.
If a participant voluntarily or involuntarily terminates employment
with, or directorship of the Company, all unvested Rights will be
canceled, and such Rights shall be restored to the total number of
Rights to be granted under the Plan.
10. Valuation of Rights
The value of each Right shall be equal to the excess of (I) the average
of the daily average of the closing bid and asked prices of the
Company's common stock for the five consecutive business days beginning
with the third business day after the date of filing of the Company's
10-Q or 10-K, as applicable, that is filed prior to the nearest in time
to the end of the Performance Period, over (ii) the fair market value
of an outstanding share of common stock of the Company at the date the
Right was granted.
11. Exercise of Rights
Participants can exercise any vested Rights at any time during the
Performance Period. Participants shall exercise rights by delivering a
written notice, in a form and in a manner substantially as shown in
Exhibit A hereto, and specifying the number of Rights to be exercised.
Upon receipt of the notice of exercise, the Company shall have thirty
days to pay the participant. For purposes of the valuation in Section
10 above, the Rights which are exercised pursuant to this Section 11
shall be deemed to be exercised as of the date provided in the notice
of exercise or the date such notice is received by the Company,
whichever is earlier.
12. Payment of Rights
Upon the end of the Performance Period of granted Rights, the
participant shall be entitled to receive from the Company an amount,
with respect to each vested Right in each participant's Account, equal
to the value of each Right as determined pursuant to Section 10 above.
13. Changes in Capital and Corporate Structure
In the event of any change in the outstanding shares of common stock of
the Company by reason of an issuance of additional shares,
recapitalization, reclassification, reorganization, redemption, stock
split, reverse stock split, combination of shares, stock dividend or
similar transaction, the Board shall proportionately adjust, in an
equitable manner, the number of Rights held by the participants under
the Plan and the fair market value of an outstanding share of common
stock of the Company at the date the Right was granted.
14. Forfeiture of Rights
If the employment of a participant is terminated for any reason other
than death, disability or retirement, the participant's interest in
Rights which have not vested on or prior to the date of the termination
of employment shall be forfeited or canceled, and neither the
participant nor the participant's heirs, personal representatives, or
successors shall have any future rights with respect to any such
Rights.
Notwithstanding any other provision of the Plan, all rights to any
future payments to be made hereunder to a participant will be forfeited
and canceled, and the Company will have no further obligation hereunder
to such participant, if the participant is discharged from employment
with the Company "for cause". However, the Board in its sole
discretion, may reinstate the Rights of the participant as of the date
of the termination of employment, provided that the Board takes such
action within thirty days of the date of termination of employment of
such participant.
The participant shall be deemed to have been terminated "for cause" if
the participant's employment is involuntarily terminated because of
either the participant's willful malfeasance or the participant's gross
negligence in a matter of material importance to the Company, or if the
participant's employment is terminated, whether voluntarily or
involuntarily, because of his commission of a felonious act against the
Company. The Board's determination of a participant's termination "for
cause" for purposes of this Plan shall be final, conclusive and binding
on all persons including the participant.
15. Termination of Plan
In the event that (I) the owners of a majority of the shares of the
common stock of the Company terminate the business of, or liquidate or
dissolve, the Company, (ii) the Company merges or consolidates with
another corporation and the Company is not the surviving corporation of
such merger or consolidation, (iii) substantially all the assets of the
Company are sold, (iv) the Company sells shares of common stock of the
Company in an amount that is equal to more than 51% of the Company's
outstanding shares of common stock or (v) more than 51% of the
Company's outstanding shares of common stock or voting rights thereto
are purchased or acquired by any person, entity or group of persons
and/or entities acting in concert, then this Plan shall terminate, all
Rights that have been granted under the Plan shall become vested, and
the Company shall make payment for the Rights as provided in Section
12.
16. Nontransferability
Rights granted under the Plan, and any rights and privileges pertaining
thereto, may not be transferred, assigned, pledged or hypothecated in
any manner, by operation of law or otherwise, other than by will or by
the laws of descent and distribution, and shall not be subject to
execution, attachment or similar process. In the event of a
participant's death, payment of any amount due under the Plan shall be
made to the duly appointed and qualified executor or other personal
representative of the participant to be distributed in accordance with
the participant's will or applicable law of descent and distribution.
17. Withholding
The Company shall have the right to deduct from all amounts paid
pursuant to the Plan any taxes required by law to be withheld with
respect to such amounts.
18. Voting and Dividend Rights
The participants shall not be entitled to any voting rights or to
receive any dividends with respect to the Company's common stock in
connection with the Rights granted under the Plan.
19. Miscellaneous Provisions
a. No employee or other person shall have any claim or right to be made
a participant under the Plan. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee or person any
right to be retained in the employ of the Company.
b. ThePlan shall at all times be entirely unfunded, and no provision
shall at any time be made with respect to segregating assets of the
Company for payment of any benefits hereunder. The participants
shall not have any interest in any particular asset or assets of the
Company by reason of the right to receive a benefit under the Plan,
and the participants shall have only the rights of general unsecured
creditors of the Company with respect to any Rights under the Plan.
c. Except when otherwise required by the context, any masculine
terminology in this document shall include the feminine, and any
singular terminology shall include the plural.
d. The Plan shall be governed and construed in accordance with the laws
of the State of Nevada.
e. Nothing contained herein shall be deemed to exclude the participants
from any supplemental compensation, bonus, profit sharing,
insurance, severance pay, or other benefit which a participant
otherwise might be or might become entitled to as an employee or
director of the Company.
20. Effectiveness and Terms of Plan
The effective date of the Plan shall be January 1, 1995. The Board may
terminate the Plan at any time, and unless terminated sooner by the
Board, the Plan shall terminate on December 31, 1999. No Rights shall
be granted pursuant to the Plan after the date of termination of the
Plan, although after such date, payments shall be made with respect to
Rights granted prior to the date of termination.
EXHIBIT A
NOTICE OF STOCK APPRECIATION REIGHT EXERCISE
Mr. James V. Bradham
American Bancorp of Nevada
President/Chief Executive Officer
4425 Spring Mountain Road
Las Vegas, Nevada 89102
Dear Mr. Bradham:
Pursuant to the my Stock Appreciation Rights Agreement dated ("Agreement"), I am
exercising (#) Rights. I understand that payment pursuant to the terms and
conditions of the Agreement shall be made to me within thirty days of the
receipt of this notice by American Bancorp of Nevada.
I further acknowledge that American Bancorp of Nevada makes no representations
as to federal or state tax matters, and that I am to consult my own tax attorney
or tax accountant for advice with respect to the exercise of my stock
appreciation rights.
Sincerely,
Name of Grantee
AMERICAN BANCORP OF NEVADA
STOCK APPRECIATION RIGHTS AGREEMENT
This Stock Appreciation Rights Agreement (the "Agreement") is made and
entered into as of the _____ day of _____________, 19___, by and between
American Bancorp of Nevada, a Nevada corporation (the "Bancorp"), and
____________________________, ("Grantee");
WHEREAS, pursuant to the American Bancorp of Nevada 1995 Stock
Appreciation Rights Plan (the "Plan"), a copy of which is attached hereto and
incorporated by reference, the Board of Directors of the Bancorp has authorized
granting to Grantee ________ stock appreciation rights ("Rights"), such grant
shall be for the term and upon the terms and conditions hereinafter stated;
NOW, THEREFORE, it is hereby agreed: 1. Grant of Rights. Pursuant to
said action of the Board of Directors, the Bancorp hereby grants to Grantee
________ Rights, whereby each Right, subject to the terms and conditions herein
and in the Plan, entitles the Grantee to receive in cash the difference between
(I) the average of the daily average of the closing bid and asked prices of the
Company's common stock for the five consecutive business days beginning with the
third business day after the date of filing of the Company's 10-Q or 10-K, as
applicable, which is filed prior to and nearest in time to the end of the
Performance Period as defined in the Plan for such Right and (ii) $__________
(the fair market value of an outstanding share of common stock of Bancorp at the
date the Rights were granted). 10-1(8)
2. Exercisability. The Rights shall be exercisable as to twenty-five
percent (25%) of the total number of Rights granted hereby on the first
anniversary date of the date of the grant of the Rights, an additional
twenty-five percent (25%) of the total number of Rights on the second
anniversary date of the date of the grant of the Rights, an additional
twenty-five percent (25%) of the total number of Rights on the third anniversary
date of the date of the grant of the Rights, and the remaining twenty-five
percent (25%) of the total number of Rights on the fourth anniversary date of
the date of the grant of the Rights.
Unless the Rights have expired or terminated earlier in accordance with
the provisions hereof or in the Plan, the Rights which have vested shall remain
exercisable until ___________, ______ ("Expiration Date") which date shall not
be later than five years from the date the Rights were granted.
3. Exercise of Rights. Rights which have vested may be exercised by
written notice (substantially in the form as that which is attached as Exhibit
A) delivered to the Bancorp stating the number of Rights which are being
exercised. Upon exercise, Grantee shall make appropriate arrangements and shall
be responsible for the withholding of any federal and state taxes then due.
4. Cessation of Directorship or Employment. Except as provided in
Paragraphs 2 and 5 hereof, if Grantee shall cease to be a director or employee
of the Bancorp or a subsidiary corporation for any reason including Grantee's
death or disability, the Performance Period of the Rights shall expire at the
time of such cessation of employment or directorship.
5. Termination of Employment for Cause. If Grantee's employment with
the Bancorp or a subsidiary corporation is terminated for cause as defined in
the Plan, the Rights accrued by Grantee as of such termination date shall
terminate and shall no longer be exercisable. However, the Board of Directors of
Bancorp within thirty days from the date of such termination, in its sole
discretion, may reinstate the Rights of Grantee that were vested as of the date
of such termination.
6. Nontransferability. The Rights shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable during
Grantee's lifetime only by Grantee.
7. Employment. This Agreement shall not obligate the Bancorp or a
subsidiary corporation to employ Grantee for any period, nor shall it interfere
in any way with the right of the Bancorp or a subsidiary corporation to reduce
Grantee's compensation.
8. Representations of Grantee. Grantee represents that the Bancorp. its
directors, officers, employees and agents have not and will not provide tax
advice with respect to the Rights, and Grantee agrees to consult with his or her
own tax advisor as to the specific tax consequences of the Rights, including the
application and effect of federal, state, local and other tax laws.
9. Notices. Any notice to the Bancorp provided for in this Agreement
shall be addressed to it in care of its President or Chief Financial Officer at
its main office and any notice to Grantee shall be addressed to Grantee's
address on file with the Bancorp or a subsidiary corporation, or to such other
address as either may designate to the other in writing. Any notice shall be
deemed to be duly given if and when enclosed in a properly sealed envelope and
addressed as stated above and deposited, postage prepaid, with the United States
Postal Service. In lieu of giving notice by mail as aforesaid, any written
notice under this Agreement may be given to Grantee in person, and to the
Bancorp by personal delivery to its President or Chief Financial Officer.
10. Participant as an Unsecured Creditor. The Grantee acknowledges and
agrees that he or she shall have no interest in any particular asset or assets
of the Company by reason of the Rights, and furthermore the Grantee acknowledges
and agrees that he or she shall have only the rights of a general unsecured
creditor of the Bancorp with Respect to the Rights.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
GRANTEE AMERICAN BANCORP OF NEVADA
By By
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By
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