EXHIBIT 4.3
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Form of Restricted Stock Award under the
PFF Bancorp, Inc. 2004 Equity Incentive Plan
PFF BANCORP, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD NOTICE
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NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
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STREET ADDRESS
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CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which an Award has been granted under the PFF Bancorp, Inc. 2004
Equity Incentive Plan. Set forth below are the specific terms and conditions
applicable to this Award. Attached as Exhibit A are its general terms and
conditions.
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Restricted Stock Award (A) (B) (C) (D) (E)
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Effective Date
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Class of Shares* Common Common Common Common Common
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No. of Awarded Shares*
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Type of Award (Escrow or
Legended Certificate)
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Vesting 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
Award upon the specified terms and conditions, and the Award Recipient
acknowledges receipt of this Restricted Stock Award Notice, 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. AWARD RECIPIENT
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 Award consists of shares granted with uniform terms
and conditions. Where shares granted under an Award are awarded on the same date
with varying terms and conditions (for example, varying vesting dates), the
awards 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
RESTRICTED STOCK AWARD
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GENERAL TERMS AND CONDITIONS
SECTION 1. SIZE AND TYPE OF AWARD. The shares of Common Stock, par
value $.01 per share, of PFF Bancorp, Inc. ("Shares") covered by this Award
("Awarded Shares") are listed on this Restricted Stock Award Notice. Your
Restricted Stock Award Notice designates the Awarded Shares as either "Escrow"
or "Legended Certificate".
(A) LEGENDED CERTIFICATE. If your Awarded Shares are designated
"Legended Certificate," a stock certificate evidencing the Awarded Shares
will be issued in your name. The stock certificate will bear a legend
indicating that it is subject to all of the terms and conditions of this
Award Notice and the Plan. You may elect to be taxed on the Fair Market
Value of the Awarded Shares as of the date they are placed in the brokerage
account in your name, pursuant to section 83(b) of the Internal Revenue
Code of 1986. You must make this election in writing, in the manner
required by applicable Internal Revenue Service Regulations, and file it
with the Internal Revenue Service and the Company within 30 days after the
date on which the Awarded Shares are placed in your brokerage account.
(B) ESCROW. If your Awarded Shares are designated "Escrow," the Awarded
Shares will either be held in the name of the Plan Funding Agent on a
pooled basis with other Awarded Shares that have been designated "Escrow,"
or they will be evidenced by a legended stock certificate in your name that
will be held on your behalf. You will not be permitted to elect to be taxed
currently on the Fair Market Value of the Awarded Shares and instead will
be subject to income tax on the Awarded Shares as and when they become
vested.
SECTION 2. VESTING.
(A) VESTING DATES. The Vesting Dates for your Awarded Shares are
specified on this Award Notice. On each Vesting Date, you will obtain
unrestricted ownership of the Awarded Shares that vest on that Vesting
Date. A stock certificate (or a book entry listing) evidencing your
unrestricted ownership of the vested Awarded Shares will be distributed to
you or placed in a brokerage account on your behalf. If a legended stock
certificate evidencing these Awarded Shares was previously placed in your
brokerage account, it will be exchanged for an unrestricted certificate or
book entry listing.
(B) FORFEITURES. If you terminate service with the Company prior to a
Vesting Date, you will forfeit any Awarded Shares that are scheduled to
vest on that date. When you forfeit Awarded Shares, all of your interest in
the Awarded Shares will be canceled and any stock certificate or other
evidence of ownership that was placed in a brokerage account for you will
be returned to the Plan Funding Agent to be used for future awards to
others. You agree to take any action and execute and deliver any document
that the Company requests to effect the return of your unvested Awarded
Shares. In the event you do not cooperate with the Company in this regard,
you hereby appoint and designate the Company as your attorney-in-fact for
the purpose of taking any action and signing any document, in your name,
which the Company determines is necessary to enforce the forfeiture.
(C) ACCELERATED VESTING. Your Awarded Shares that have not previously
vested will become fully vested immediately, and 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
Awarded Shares that have not vested will become fully and immediately
vested in the event a Change of Control occurs before you terminate service
with the Company; provided, that these unvested Awarded Shares shall
accelerate vesting only if no substitute award is made pursuant to section
8.3(c) of the Plan. In addition, any unvested Awarded Shares 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. You may
designate a Beneficiary to receive any Awarded Shares that vest upon your
death using the Beneficiary Designation attached as Appendix A.
(D) DEFINITION OF SERVICE. For purposes of determining the vesting of
your Awarded Shares, you will be deemed to be in the service of the Company
for so long as you serve in any capacity as an employee, officer,
non-employee director of the Company or PFF Bank & Trust.
SECTION 3. DIVIDENDS. If your Awarded Shares are in the form of
Legended Certificates, any dividends declared by the Company with a record date
that is after the Effective Date specified in this Award Notice will be credited
to your brokerage account for your benefit on an unrestricted basis. If your
Awarded Shares are designated "Escrow", you will receive the dividends on an
unrestricted basis, but they will be paid to you by, and will be taxable in the
same manner as other compensation paid to you by, the Company; by signing this
Award Notice and accepting its terms, you direct the Employee Compensation and
Benefits Committee and/or the Plan Funding Agent to remit to the Company for
payment to you any dividends that either of them may receive as the record
holder of your unvested Awarded Shares.
SECTION 4. VOTING RIGHTS. You shall have the right to control all
voting rights relating to all unvested Awarded Shares. If your Awarded Shares
are placed in your brokerage account, you will receive proxy materials for
voting in the same manner as other shareholders with Shares in brokerage
accounts. If your unvested Awarded Shares are held by the Employee Compensation
and Benefits Committee or the Plan Funding Agent, such entity will ask you for
voting directions and will follow your directions in voting your unvested
Awarded Shares.
SECTION 5. AMENDMENT. This Award Notice 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 agreement between you and the Company.
SECTION 6. PLAN PROVISIONS CONTROL. This Award Notice, 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 Award Notice, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Award
Notice, you acknowledge receipt of a copy of the Plan and a copy of the
Prospectus for the Plan dated October 29, 2004.
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
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
SHARES AVAILABLE FOR DISTRIBUTION 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), 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 with respect to all
outstanding Awarded Shares:
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 Awarded Shares.
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