EXHIBIT 4.2
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Form of Option Agreement under the PFF Bancorp, Inc.
2004 Equity Incentive Plan
PFF BANCORP, INC.
2004 EQUITY INCENTIVE PLAN
STOCK OPTION CERTIFICATE
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NAME OF OPTIONEE SOCIAL SECURITY NUMBER
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STREET ADDRESS
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CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the PFF Bancorp, Inc. 2004 Equity
Incentive Plan. Set forth below are the specific terms and conditions applicable
to this Stock Option. Attached as Exhibit A are its general terms and
conditions.
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Option Grant (A) (B) (C) (D) (E)
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Grant Date:
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Class of Optioned Shares* Common Common Common Common Common
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No. of Optioned Shares*
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Exercise Price Per Share*
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Option Type (ISO or NQSO)
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VESTING
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Earliest Exercise Date*
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Option Expiration Date*
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*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, PFF Bancorp, Inc. (the "Company") grants this
Stock Option upon the specified terms and conditions, and the Optionee
acknowledges receipt of this Stock Option Agreement, including Exhibit A, and
agrees to observe and be bound by the terms and conditions set forth herein and
acknowledges receipt of a Prospectus dated October 29, 2004 for the PFF Bancorp,
Inc. 2004 Equity Incentive Plan.
PFF BANCORP, INC. OPTIONEE
By
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NAME:
TITLE:
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INSTRUCTIONS: This page should be completed by or on behalf of the Employee
Compensation and Benefits Committee. Any blank space intentionally left blank
should be crossed out. An option grant consists of a number of optioned shares
with uniform terms and conditions. Where options are granted on the same date
with varying terms and conditions (for example, varying exercise prices or
earliest exercise dates), the options should be recorded as a series of grants
each with its own uniform terms and conditions.
EXHIBIT A
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PFF BANCORP, INC. 2004 EQUITY INCENTIVE PLAN
STOCK OPTION CERTIFICATE
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GENERAL TERMS AND CONDITIONS
SECTION 1. OPTION SIZE AND TYPE. The number of shares of Common Stock,
par value $0.01 per share ("Shares"), that have been optioned to you under the
PFF Bancorp, Inc. 2004 Equity Incentive Plan (the "Plan") is specified in this
Stock Option Certificate. If the "Option Type" shown for your stock option is
"ISO", then your stock option has been designed with the intent that it qualify
to the maximum permissible extent for the special tax benefits applicable to
incentive stock options under the Internal Revenue Code of 1986. If the "Option
Type" shown for your stock options is "NQSO", then incentive stock option tax
treatment is not applicable.
SECTION 2. EXERCISE PRICE. The Exercise Price for your stock options is
the price per Share at which you may acquire the Shares that have been optioned
to you and is specified in this Stock Option Certificate. As a general rule, the
Exercise Price for your stock options will not change unless there is a stock
split, stock dividend, merger or other major corporate event that justifies an
adjustment.
SECTION 3. VESTING.
(a) EARLIEST EXERCISE DATE. You may not exercise your stock
options until they are vested. The date on which your stock options
become vested is specified in this Stock Option Certificate as the
Earliest Exercise Date. As a general rule, you must be in the service
of the Company on an Earliest Exercise Date in order to be vested in
the stock options that vest on that date. You may acquire the Shares
that have been optioned to you by exercising your stock options at any
time during the period beginning on the Earliest Exercise Date and
continuing until the applicable Option Expiration Date, by completing
and filing the Notice of Exercise of Stock Option that is attached to
this Stock Option Certificate as Appendix A and by following the
procedures outlined therein.
(b) FORFEITURES. If you terminate service with the Company
prior to an Earliest Exercise Date, you will forfeit any stock options
that are scheduled to vest on that date. When you forfeit stock
options, you relinquish any and all rights that you have to acquire the
Shares that were optioned to you.
(c) ACCELERATED VESTING. Your outstanding stock options that
have not previously vested will become fully and immediately vested,
without any further action on your part, in the event of your death or
Disability before your termination of service with the Company.
Similarly, all of your outstanding stock options that have not
previously vested will become fully and immediately vested if a Change
of Control occurs before your termination of service with the Company;
provided, that these unvested stock options shall accelerate vesting
only if no substitute grant is made pursuant to section 8.3(b) of the
Plan. In addition, any unvested stock options shall vest upon the date
your employment terminates not for Cause if such termination of
employment occurs within eighteen months of a Change of Control. If
vesting accelerates, the accelerated vesting date will be the
applicable Earliest Exercise Date. You may designate a beneficiary to
inherit your rights to any vested, unexercised stock options that are
outstanding to you at your death using the Beneficiary Designation
attached as Appendix B.
SECTION 4. OPTION EXPIRATION DATE. To derive any benefit from your
stock options, you must exercise them during the period that begins on the
applicable Earliest Exercise Date and ends on the Option Expiration Date. The
Option Expiration Date for your stock options is specified in this Stock Option
Certificate. Your Option Expiration Date may be accelerated in the event of your
termination of service with the Company. Your stock options will expire on the
earliest of (i) the Option Expiration Date, (ii) three months after your
termination of service with the Company for any reason other than death,
Disability (as defined in the Plan), or Termination for Cause (as defined in the
Plan); (iii) one year after your termination of service due to death or
Disability; and (iv) the date and time of your Termination for Cause.
NOTE: To qualify for the favorable tax treatment accorded to incentive
stock options, you (or, in the event of your death, your estate or designated
beneficiaries) must exercise any stock options that are designated as ISOs
within three months after you terminate service as a common-law employee of the
Company and its affiliates for any reason other than death or disability and
within one year after you terminate service as common-law employee due to your
death or disability. If they are exercised later, they will be subject to tax as
if they were designated as NQSOs.
SECTION 5. AMENDMENT. This Certificate may be amended, in whole or in
part and in any manner not inconsistent with the provisions of the Plan, at any
time and from time to time, by written Certificate between the Company and you.
SECTION 6. PLAN PROVISIONS CONTROL. This Certificate and the rights and
obligations created hereunder shall be subject to all of the terms and
conditions of the Plan. In the event of any conflict between the provisions of
the Plan and the provisions of this Certificate, the terms of the Plan, which
are incorporated herein by reference, shall control. Capitalized terms in this
Certificate have the meaning defined in the Plan, as amended from time to time,
unless stated otherwise. By signing this Certificate, you acknowledge receipt of
a copy of the Plan and a copy of the related Prospectus dated October 29, 2004.
APPENDIX A TO STOCK OPTION CERTIFICATE
PFF BANCORP, INC. 2004 EQUITY INCENTIVE PLAN
NOTICE OF EXERCISE OF STOCK OPTION
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USE THIS NOTICE TO INFORM PFF BANCORP, INC. THAT YOU ARE EXERCISING YOUR RIGHT
TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF PFF BANCORP, INC. PURSUANT TO
AN OPTION ("OPTION") GRANTED UNDER THE PFF BANCORP, INC. 2004 EQUITY INCENTIVE
PLAN ("PLAN"). IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED ("OPTION
RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE
OPTION GRANTED UNDER THE STOCK OPTION CERTIFICATE ENTERED INTO BETWEEN PFF
BANCORP, INC. AND THE OPTION RECIPIENT ("CERTIFICATE"). THIS NOTICE SHOULD BE
PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO:
PFF BANCORP, INC., 350 SOUTH GAREY AVENUE, POMONA, CA 91766, ATTENTION: EMPLOYEE
COMPENSATION AND BENEFITS COMMITTEE. THE EFFECTIVE DATE OF THE EXERCISE OF THE
OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE THIS NOTICE IS
RECEIVED BY PFF BANCORP, INC. ("EFFECTIVE DATE"). EXCEPT AS SPECIFICALLY
PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS
ASSIGNED TO THEM UNDER THE PLAN.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY
PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK
OPTION CERTIFICATES.
NAME OF OPTION RECIPIENT: ____________________________________________
OPTION GRANT DATE: ________________, __________
(MONTH AND DAY) (YEAR)
EXERCISE PRICE PER SHARE: $_________.____
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF
PAYMENT.
TOTAL EXERCISE PRICE ________________ x $__________.______ = $____________________
(No. of Shares) (Exercise Price) Total Exercise Price
METHOD OF PAYMENT
|_| I enclose a certified check, money order, or bank draft payable to the order of
PFF Bancorp, Inc, in the amount of $____________________
|_| I enclose Shares I have owned for at least six months duly endorsed for transfer
to PFF Bancorp, Inc. with all stamps attached and having a fair market value of $____________________
Total Exercise Price $____________________
SUBJECT TO COMMITTEE APPROVAL AS AN ACCEPTABLE METHOD OF PAYMENT
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased
pursuant to section 2 above be issued to the following person(s) in the amount
specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO. OF SHARES
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WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK
OPTIONS ONLY. BENEFICIARIES SHOULD NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and local
taxes required to be withheld with respect to the Shares to be issued to me
pursuant to this Notice, but that I may request PFF Bancorp, Inc. to retain or
sell a sufficient number of such Shares to cover the amount to be withheld. I
hereby request that any taxes required to be withheld be paid in the following
manner [check one]:
|_| With a certified or bank check that I will deliver to PFF
Bancorp, Inc. on the day after the Effective Date of my
Option exercise.
|_| With the proceeds from a sale of Shares that would
otherwise be distributed to me.
|_| Retain shares that would otherwise be distributed to me and
that have a value equal to the minimum amount required to
be withheld by law.
I understand that the withholding elections I have made on this form are not
binding on the Committee, and that the Committee will decide the amount to be
withheld and the method of withholding and advise me of its decision prior to
the Effective Date. I further understand that the Committee may request
additional information or assurances regarding the manner and time at which I
will report the income attributable to the distribution to be made to me. I
further understand that if I have elected to have Shares sold to satisfy tax
withholding, I may be asked to pay a minimal amount of such taxes in cash in
order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
I understand that I must rely on, and consult with, my own tax and
legal counsel (and not PFF Bancorp, Inc.) regarding the application
S H of all laws -- particularly tax and securities laws -- to the
I E transactions to be effected pursuant to my Option and this Notice.
G R I understand that I will be responsible for paying any federal,
N E state and local taxes that may become due upon the sale (including
a sale pursuant to a "cashless exercise") or other disposition of
Shares issued pursuant to this Notice and that I must consult with
my own tax advisor regarding how and when such income will be
reportable.
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Signature DATE
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Received [CHECK ONE]: |_| By Hand |_| By Mail Post Marked ________________________________
DATE OF POST MARK
By ___________________________________________________________________ ________________________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
APPENDIX B TO STOCK OPTION CERTIFICATE
PFF BANCORP, INC.
2004 EQUITY INCENTIVE PLAN
BENEFICIARY DESIGNATION FORM
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GENERAL
INFORMATION
USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO WILL RECEIVE
VESTED STOCK OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR DEATH.
Name of
Award Recipient _________________________ Social Security Number ___-__-____
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE
DESIGNATION SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED
BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE
INCREASED PROPORTIONATELY.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person(s) as my
primary Beneficiary(ies) under the Plan, reserving the right to change or revoke
this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTH DATE SHARE
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Total = 100%
B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my
contingent Beneficiary(ies) under the Plan to receive benefits only if all of my
primary Beneficiaries should predecease me, reserving the right to change or
revoke this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTH DATE SHARE
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Total = 100%
I understand that this Beneficiary Designation shall be
effective only if properly completed and received by the
Employee Compensation and Benefits Committee of PFF Bancorp, Inc.
prior to my death, and that it is subject to all of the terms and
conditions of the Plan. I also understand that an effective
Beneficiary designation revokes my prior designation(s) with
S H respect to all outstanding stock options.
I E
G R
N E _________________________________________ ___________________
YOUR SIGNATURE DATE
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This Beneficiary Designation was received by the Employee Compensation and Comments
Benefits Committee of PPF Bancorp, Inc. on the date indicated.
By
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AUTHORIZED SIGNATURE DATE