EXHIBIT 10.60
AMENDMENT NO. 1996-1
TO EMPLOYEE HOME LOAN PROGRAM
This Amendment No. 1996-1 is made to the Employee Home Loan
Program of Great Western Financial Corporation (Revised and Restated as of April
27, 1993) (the "Plan"). Capitalized terms used but not defined herein shall have
the meanings ascribed to them in the Plan.
WHEREAS, the Company has determined that it is in its best
interest and that of its stockholders to amend the Plan as set forth herein;
NOW THEREFORE, the Plan is amended as follows:
1. Section 9 of the Plan is amended in its
entirety to read as follows:
9. Disqualification. Except as provided below,
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employees will be disqualified if terminated or if work hours
are reduced below twenty and one-half hours a week, or if
assigned temporary or utility status, in which case the
modification agreement setting forth the special employee home
loan terms will be of no force and effect. Employees will not
be disqualified if they are terminated without cause or if
work hours are reduced below twenty and one-half hours a week
if such termination or reduction in hours occurs (a) within 24
months following a Change in Control or (b) during a Potential
Change in Control Period (as each term is defined in Section
14 hereof). Directors will be disqualified upon termination
from the Board except upon retirement (after five years'
service), as a result of being disabled, as a result of a
Change in Control (as defined in Section 14 hereof), or as a
result of being removed from the Board without cause within
24 months following a
Change in Control (as defined in Section 14 hereof).
2. Section 11 of the Plan is amended in its
entirety to read as follows:
11. Modification and Suspension. Great Western
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reserves the right to suspend or modify the provisions of the
Employee Home Loan Program at any time. However, no such
suspension or modification after a Change in Control or during
a Potential Change in Control Period (as each term is defined
in Section 14 hereof) shall detract from the benefit then
available or increase the otherwise applicable interest rate
under existing loans covered by the Employee Home Loan Program
(the "Program").
3. The Plan is amended by inserting the
following as a new Section 14:
14. Definitions: For purposes of the
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Program, the following definitions apply:
"Board of Directors" shall mean the Board of
Directors of Great Western Financial Corporation.
A "Change in Control" shall be deemed to have
occurred if the event set forth in any one of the following
paragraphs shall have occurred:
(a) Any Person is or becomes the Beneficial
Owner (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Great
Western Financial Corporation (not including in the
securities beneficially owned by such Person any
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securities acquired directly from Great Western
Financial Corporation or its affiliates) representing
25% or more of either the then outstanding shares of
common stock of Great Western Financial Corporation
or the combined voting power of Great Western
Financial Corporation's then outstanding securities,
excluding any Person who becomes such a beneficial
owner in connection with a transaction described in
clause (i) of paragraph (c) below; or
(b) The following individuals cease for any
reason to constitute a majority of the number of
directors then serving: individuals who, on December
10, 1996, constitute the Board of Directors and any
new director (other than a director whose initial
assumption of office is in connection with an actual
or threatened election contest, including but not
limited to a consent solicitation, relating to the
election of directors of Great Western Financial
Corporation) whose appointment or election by the
Board of Directors or nomination for election by
Great Western Financial Corporation's stockholders
was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were
directors on December 10, 1996, or whose appointment,
election or nomination for election was previously so
approved; or
(c) There is consummated a merger or
consolidation of Great Western Financial Corporation
with
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any other corporation, other than (i) a merger or
consolidation which would result in the voting
securities of Great Western Financial Corporation
outstanding immediately prior to such merger or
consolidation continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity or any
parent thereof) at least 60% of the combined voting
power of the voting securities of Great Western
Financial Corporation or such surviving entity or any
parent thereof outstanding immediately after such
merger or consolidation, or (ii) a merger or
consolidation effected to implement a
recapitalization of Great Western Financial
Corporation (or similar transaction) in which no
Person is or becomes the beneficial owner, directly
or indirectly, of securities of Great Western
Financial Corporation (not including in the
securities beneficially owned by such Person any
securities acquired directly from Great Western
Financial Corporation or its subsidiaries)
representing 25% or more of either the then
outstanding shares of common stock of Great Western
Financial Corporation or the combined voting power of
Great Western Financial Corporation's then
outstanding securities; or
(d) The stockholders of Great Western
Financial Corporation approve a plan of complete
liquidation or dissolution of Great Western Financial
Corporation or there is consummated an agreement for
the sale or
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disposition by Great Western Financial Corporation of
all or substantially all of Great Western Financial
Corporation's assets.
Notwithstanding the foregoing, a "Change in Control" shall not
be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions
immediately following which the record holders of the common
stock of Great Western Financial Corporation immediately prior
to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of Great
Western Financial Corporation immediately following such
transaction or series of transactions.
"Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
"Person" has the meaning given in Section 3(a)(9) of
the Exchange Act, as modified and used in Sections 13(d) and
14(d) thereof, except that such term shall not include (i)
Great Western Financial Corporation or any of its
subsidiaries, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of Great Western
Financial Corporation or any of its Subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of Great Western
Financial Corporation in substantially the same proportions as
their ownership of stock of Company.
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A "Potential Change in Control" shall be deemed to
have occurred if the event set forth in any one of the
following paragraphs shall have occurred:
(a) Great Western Financial Corporation
enters into an agreement, the consummation of which
would result in the occurrence of a Change in
Control;
(b) Great Western Financial Corporation or
any Person publicly announces an intention to take or
to consider taking actions which, if consummated,
would constitute a Change in Control;
(c) any Person becomes the beneficial owner,
directly or indirectly, of securities of Great
Western Financial Corporation (not including in the
securities beneficially owned by such Person any
securities acquired directly from Great Western
Financial Corporation or its affiliates) representing
15% or more of either the then outstanding shares of
common stock of Great Western Financial Corporation
or the combined voting power of Great Western's then
outstanding securities;
(d) the filing with the Federal Home Loan
Bank Board and/or the FSLIC or their successor of an
application for Change in Control; or
(e) the Board of Directors adopts a
resolution to the effect that, for purposes of this
Program, a
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Potential Change in Control has occurred.
A "Potential Change in Control Period" shall commence
upon the occurrence of a Potential Change in Control and shall
end six months following the earlier to occur of (i) a Change
in Control and (ii) the date on which such Potential Change in
Control ceases to exist (whether by resolution of the Board of
Directors or otherwise).
The effective date of this Amendment No. 1996-1 shall be
December 10, 1996. Except as herein modified, the Plan shall remain in full
force and effect.
GREAT WESTERN
FINANCIAL CORPORATION
By:/s/ J. Lance Erikson
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Executive Vice President,
General Counsel and
Secretary
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