EXHIBIT 10.2
H.F. AHMANSON & COMPANY
1993 STOCK INCENTIVE PLAN
Section 1. PURPOSE OF PLAN
The purpose of this 1993 Stock Incentive Plan ("Plan") of H.F.
Ahmanson & Company, a Delaware corporation (the "Company"), is to enable the
Company to attract, retain and motivate its employees by providing for or
increasing the proprietary interests of such employees in the Company.
Section 2. PERSONS ELIGIBLE UNDER PLAN
Any person, including any director of the Company, who is an employee
of the Company or any of its subsidiaries (an "Employee") shall be eligible to
be considered for the grant of Awards (as hereinafter defined) hereunder.
Section 3. AWARDS
(a) The Committee (as hereinafter defined), on behalf of the Company,
is authorized under this Plan to enter into any of the following types of
arrangement with an Employee involving shares of common stock of the Company
("Common Shares") or a value derived from the value of the Common Shares: (i)
stock options; (ii) stock appreciation rights; (iii) sales or bonuses of stock
and (iv) restricted stock. The entering into of any such arrangement is
referred to herein as the "grant" of an "Award." Awards may be made alone or
two or more in tandem or in the alternative.
(b) Awards may be issued, and Common Shares may be issued pursuant to
an Award, for any lawful consideration as determined by the Committee,
including, without limitation, services rendered by the recipient of such Award.
(c) Subject to the provisions of this Plan, the Committee, in its sole
and absolute discretion, shall determine all of the terms and conditions of each
Award granted under this Plan, which terms and conditions may include, among
other things:
(i) a provision permitting the recipient of such Award, including any
Employee recipient who is a director or officer of the Company, to pay the
purchase price of the Common Shares or other property issuable pursuant to such
Award, or such recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the following:
(A) the delivery of cash;
(B) the delivery of other property deemed acceptable by the
Committee;
(C) the delivery of previously owned shares of capital stock of
the Company (including "pyramiding") or other property;
(D) a reduction in the amount of Common Shares or other property
otherwise issuable pursuant to such Award; or
(E) the delivery of a promissory note, the terms and conditions
of which shall be determined by the Committee;
(ii) a provision conditioning or accelerating the receipt of benefits
pursuant to such Award, either automatically or in the discretion of the
Committee, upon the occurrence of specified events, including, without
limitation, a change of control of the Company, an acquisition of a
specified percentage of the voting power of the Company, the dissolution or
liquidation of the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in Section 6
hereof; or
(iii) provisions required in order for such Award to qualify as an
incentive stock option (an "Incentive Stock Option") under Section 422 of
the Internal Revenue Code (the "Code").
(d) Notwithstanding Section 3(b), in the event any Award is made while
this Plan is subject to Rule 16b-3 as in effect on April 30, 1991 and under
which Common Shares are or may in the future be issued for any type of
consideration other than as a bonus without the payment of any consideration,
the amount of such consideration shall be equal to (i) the amount (such as par
value) required to be received by the Company in order to assure compliance with
applicable state law, or (ii) an amount equal to or greater than 50% of the fair
market value of such shares on the date of grant of such Award.
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Section 4. STOCK SUBJECT TO PLAN
(a) Subject to adjustment as provided in Section 6 hereof, the
aggregate number of Common Shares that may be issued as restricted stock shall
not exceed 3,500,000.
(b) Subject to adjustment as provided in Section 6 hereof, the
aggregate number of Common Shares issued and issuable pursuant to all Awards
(including all Incentive Stock Options) granted under this Plan shall not exceed
8,000,000, provided, however, that any adjustments pursuant to Section 6 hereof
with respect to Incentive Stock Options shall be limited to those that will not
adversely affect the status of such options as Incentive Stock Options under
Section 422 of the Code.
(c) Subject to adjustment as provided in Section 6 hereof, the
maximum number of shares of Common Stock issuable pursuant to all Awards granted
to any Employee during any calendar year shall be 300,000. This limitation is
intended to satisfy the requirements of Section 162(m) of the Code so that
compensation attributable to Awards hereunder qualify as performance-based
compensation under Section 162(m) of the Code. Adjustments to the maximum under
this Subsection (c) pursuant to Section 6 hereof shall be limited to the extent
permitted under Section 162(m) of the Code.
(d) The aggregate number of Common Shares issued and issuable pursuant
to Awards granted under this Plan shall at any time be deemed to be equal to the
sum of the following:
(i) the number of Common Shares that were issued prior to such time
pursuant to Awards granted under this Plan, other than Common Shares that
were subsequently reacquired by the Company pursuant to the terms and
conditions of such Awards and with respect to which the holder thereof
received no benefits of ownership such as dividends; plus
(ii) the number of Common Shares that were otherwise issuable prior to
such time pursuant to Awards granted under this Plan, but that were
withheld by the Company as payment of the purchase price of the Common
Shares issued pursuant to such Awards or as payment of the recipient's tax
withholding obligation with respect to such issuance; plus
(iii) the maximum number of Common Shares that are or may be issuable
at or after such time pursuant to Awards granted under this Plan prior to
such time.
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Section 5. ADMINISTRATION OF PLAN
(a) This Plan shall be administered by a committee (the "Committee")
of the Board of Directors of the Company (the "Board") consisting of two or more
directors, each of whom: (i) is a "disinterested person" (as such term is
defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule may be
amended from time to time), and (ii) is not (1) a current employee of the
Company, or any Parent or Subsidiary (as hereinafter defined) of the Company,
(2) a former employee of such entities who is receiving compensation therefrom
for prior services (other than qualified plan benefits), (3) a former officer of
such entities, or (4) a person receiving compensation from such entities for
personal services in any capacity other than as a director. For purposes of the
preceding sentence, "Parent" and "Subsidiary" refer to "parent corporation" and
"subsidiary corporation," respectively, as such terms are defined in Section
424(f) of the Code.
(b) Subject to the provisions of this Plan, the Committee shall be
authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan, including, without limitation, the
following:
(i) adopt, amend and rescind rules and regulations relating to this
Plan;
(ii) determine which persons are Employees and to which of such
Employees, if any, Awards shall be granted hereunder;
(iii) grant Awards to Employees and determine the terms and conditions
thereof, including the number of Common Shares issuable pursuant thereto;
(iv) determine whether, and the extent to which adjustments are
required pursuant to Section 6 hereof; and
(v) interpret and construe this Plan and the terms and conditions of
any Award granted hereunder.
Section 6. ADJUSTMENTS
If the outstanding securities of the class then subject to this Plan
are increased, decreased or exchanged for or converted into cash, property or a
different number or kind of
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securities, or if cash, property or securities are distributed in respect of
such outstanding securities, in either case as a result of a reorganization,
merger, consolidation, recapitalization, restructuring, reclassification,
dividend (other than a regular, quarterly cash dividend) or other distribution,
stock split, reverse stock split or the like, or if substantially all of the
property and assets of the Company are sold, then, unless the terms of such
transaction shall provide otherwise, the Committee shall make appropriate and
proportionate adjustments in (a) the number and type of shares or other
securities or cash or other property that may be acquired pursuant to Incentive
Stock Options and other Awards theretofore granted under this Plan, (b) the
maximum number and type of shares or other securities that may be issued
pursuant to Incentive Stock Options and other Awards thereafter granted under
this Plan, and (c) the maximum number of Common Shares issuable pursuant to all
Awards granted to any Employee during any calendar year.
Section 7. AMENDMENT AND TERMINATION OF PLAN
The Board may amend or terminate this Plan at any time and in any
manner; provided, however, that no such amendment or termination shall deprive
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the recipient of any Award theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto; provided, further, that if an amendment to the Plan would
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increase the number of Common Shares subject to the Plan or the maximum number
of Common Shares issuable pursuant to all Awards during any calendar year (as
adjusted under Section 6), change the class of persons eligible to receive
Awards under the Plan, or otherwise materially increase the benefits accruing to
participants in a manner not specifically contemplated herein or affect the
Plan's compliance with Rule 16b-3 under the Exchange Act or applicable
provisions of the Code, the amendment shall be approved by the Company's
stockholders to the extent required to comply with Rule 16b-3 under the Exchange
Act or applicable provisions of or rules under the Code.
Section 8. EFFECTIVE DATE OF PLAN
This Plan shall be effective as of November 23, 1993, the date upon
which it was approved by the Board; provided, however, that no Common Shares may
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be issued under this Plan until it has been approved, directly or indirectly, by
the affirmative votes of the holders of a majority of the securities
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of the Company present, or represented, and entitled to vote at a meeting duly
held in accordance with the laws of the State of Delaware.
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