EXHIBIT 10.3
H.F. AHMANSON & COMPANY NOVEMBER 15, 1996
EXECUTIVE STOCK OPTION AWARD GUIDELINES
OVERVIEW These guidelines govern annual stock options grants to selected
senior executives of the Company and its subsidiaries.
PARTICIPATION Stock option awards under these guidelines will be granted
CRITERIA annually on a date between November 1 and February 10 selected
by the Compensation Committee. Participation is limited to
officers of the Company and its subsidiaries with salary grade
levels of 58 or higher as of the date awards are made under
these guidelines.
STOCK OPTION Each participant will be awarded annual stock options based
AWARDS on the following table. The dollar amount determined by the
table will be converted into a number of stock options using a
Black-Scholes valuation model using as the base price the
average of the high and low trading prices of the Company's
common stock for the most recent thirty trading days ending on
the last day of the month preceding the date of grant
AWARD GUIDELINES
AWARD AS A
GRADE LEVEL OR POSITION PERCENT OF BASE SALARY
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CHIEF EXECUTIVE OFFICER 50%
CHIEF OPERATING OFFICER 45%
CHIEF FINANCIAL OFFICER 45%
GENERAL COUNSEL 45%
60-62 40%
58-59 30%
The salary and grade level used to determine the size of a
participant's stock option grant will be the participant's
annual base salary rate and grade level in effect as of the
date the options are granted by the Compensation Committee.
OPTIONS TERMS Options will be granted under the terms and conditions of the
Company's 1993 Stock Incentive Plan. Such options will become
exercisable in full six months after the date of grant, will
have a term of ten years and one month, and will have an
exercise price equal to the average of the high and low trading
prices of the Company's common stock on the date of grant.
LIMITATION No participant will be eligible to receive an annual stock
option grant unless the participant's individual performance is
considered satisfactory by the Compensation Committee for the
12 month period preceding the grant.
EMPLOYMENT Upon a participant's termination of employment from the Company
TERMINATION for any reason other than death, permanent disability, normal
retirement, or
retirement with the consent of the Company at an earlier date,
unexercised stock options previously granted to the participant
must be exercised within a period of 90 days following
termination of employment or be forfeited. Upon a participant's
termination of employment from the Company for reason of death,
permanent disability, normal retirement, or retirement with the
consent of the Company at an earlier date, options previously
granted to the participant may be exercised from time to time
until expiration of the original term of such options.
ADMINISTRATION The Compensation Committee shall administer these guidelines
and shall decide all questions arising in the administration,
interpretation and application thereof. The decision of the
Committee shall be conclusive and binding on all parties,
providing that the Committee acted in good faith.
INTENT It is the intent of the Company that awards under these
guidelines satisfy, and be interpreted in a manner that
satisfy, in the case of Participants who are or may be Covered
Employees (within the meaning of Internal Revenue Code section
162(m)), the applicable requirements of section 162(m), so that
the Company's tax deduction for remuneration in respect of an
Award for services performed by such Covered Employees is not
disallowed in whole or in part by the operation of such
section. If any provision of these guidelines or of any award
would otherwise frustrate or conflict with the intent expressed
herein, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such conflict. To
the extent of any remaining irreconcilable conflict with such
intent, such provisions shall be deemed void as applicable to
Covered Employees.
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