Exhibit 99.1
STANDARD FINANCIAL, INC.
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
1. PURPOSE.
The purpose of the Standard Financial, Inc. Stock Option Plan for Outside
Directors (the "Plan") is to advance the interests of the Company through
providing Directors of the Company and Affiliates who are not Employees with the
opportunity to acquire Shares. By encouraging such stock ownership, the Company
seeks to attract, retain and motivate the best available personnel for Director
positions and to provide additional incentive to Directors of the Company or any
Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean an agreement entered into in accordance
with Section 5(c).
(c) "Awards" shall mean grants of Options unless the context clearly
indicates a different meaning.
(d) "Bank" shall mean Standard Federal Bank for savings.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Cause" shall have the meaning set forth in any unexpired
employment or change in control agreement between the Participant and the
Company or an Affiliate (and, in the absence of any such agreement, shall mean
personal dishonesty, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or the willful
violation of any law, rule, or regulation or a final cease and desist order
which results in a material loss to the Company or any Affiliate.)
(g) "Change in Control" shall mean:
(1) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors
of the Company or the Bank cease for any reason to constitute a
majority thereof, unless the election or nomination for election
of each new director was approved by a vote of at least two-
thirds of the board members then still in office who were board
members at the beginning of the period or who were similarly
nominated;
(2) a change in control of the Company or the Bank as described
in 12 C.F.R. Section 574.4(a) occurs;
(3) the Board of Directors of the Company or the Bank adopts a
resolution to the effect that a Change in Control of the Company
or the Bank for purposes of this Plan has occurred;
(4) an event of a nature that the Company would be required to
report in response to item 1(a) of the current report on Form 8-K
as in effect on the date of this Plan, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), occurs;
(5) any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) is or becomes the "beneficial owner"
(as such term is defined in Rule 13d-3 of the Exchange Act),
directly or indirectly, of securities of the Company or the Bank
representing 20% or more of the Company's or the Bank's
outstanding securities except for any securities of the Bank
purchased by the Company in connection with the conversion of the
Bank to stock form, any securities purchased by the Bank's
employee stock ownership plan and trust and any person who
becomes a 20% beneficial owner solely as a result of stock
repurchases by the Company; or
(6) a plan of reorganization, merger, consolidation, sale or
liquidation of all or substantially all assets of the Company or
the Bank or a similar transaction occurs in which the Company or
the Bank is not the resulting entity.
(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(i) "Committee" shall mean the Committee appointed by the Board in
accordance with Section 5(a).
(j) "Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
(k) "Company" shall mean Standard Financial, Inc., a Delaware
corporation.
(l) "Continuous Service" shall mean continuous service without any
interruption or termination as a Director of the Company or an Affiliate.
(m) "Director" shall mean any member of the Board or the Advisory
Board of Directors of the Company, or the Board of Directors or the Advisory
Board of Directors of the Bank.
(n) "Disability" means permanent and total disability as defined in
Section 22(e)(3) of the Code.
(o) "Effective Date" shall mean the effective date referred to in
Section 12.
(p) "Employee" shall mean any person employed by the Company or an
Affiliate.
(q) "Exercise Price" shall mean the price per Optioned Share at which
an Option may be exercised.
(r) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Section 6(b).
(s) "Normal Retirement Age" shall mean attainment of age 65 and
completion of five years of service with the Company or any Affiliate.
(t) "Option" means an option to purchase Common Stock which meets the
requirements set forth in the Plan.
(u) "Optioned Shares" shall mean Shares subject to an Option.
(v) "Participant" shall mean any person who receives an Award.
(w) "Plan" shall mean the Standard Financial, Inc. Stock Option Plan
for Outside Directors.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Exchange Act.
(y) "Share" shall mean one share of Common Stock.
3. TERM.
The Plan shall remain in effect until the earlier of (i) termination by
the Board, or (ii) the distribution of all Shares subject to Awards; provided,
however, that in no event shall any Award be granted after ten years from the
Effective Date.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required by Section 7, the aggregate number of Shares
deliverable pursuant to Awards under this Plan and any other Company stock
option plan established during the one year period following the Bank's
conversion from mutual to stock form shall not exceed 10% of the Shares issued
in such conversion (the "Awardable Shares"). In addition, no Director may be
granted Awards in excess of 5% of the Awardable Shares. Such Shares may either
be authorized but unissued Shares or Shares held in treasury. If an Award
should expire, become unexercisable or be forfeited for any reason without
having been exercised or becoming vested in full, the Optioned Shares covered by
the Award shall, unless the Plan shall have been terminated, be available for
the grant of additional Awards under the Plan.
5. ADMINISTRATION.
(a) COMPOSITION OF THE COMMITTEE. The Plan shall be administered by the
Committee, which shall consist of not less than three members of the Board.
Members of the Committee shall serve at the pleasure of the Board. In the
absence at any time of a duly appointed Committee, the Plan shall be
administered by the Board.
(b) POWERS OF THE COMMITTEE. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (1) to interpret the Plan, (2) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (3)
to make determinations necessary or advisable for the administration of the
Plan. The Committee shall have and may exercise such other power and authority
as may be delegated to it by the Board from time to time.
A majority of the entire Committee shall constitute a quorum and the action of a
majority of the members present at any meeting as which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be deemed the action of the Committee. Notwithstanding the foregoing, the Plan
shall in all instances be administered and interpreted to comply with the
regulations of the Office of Thrift Supervision, Department of the Treasury, and
any successor thereto.
(c) AGREEMENT. Each Award shall be evidenced by an Agreement. Each Agreement
shall be in writing and shall contain such provisions as may be approved by the
Committee. Each Agreement shall constitute a binding contract between the
Company and the Participant, and every Participant, upon acceptance of an
Agreement, shall be bound by the terms and restrictions of the Plan and of such
Agreement. The terms of each Agreement shall be in accordance with the Plan, but
each Agreement may include such additional provisions and restrictions not
inconsistent with the terms of the Plan as may be determined by the Committee,
in its discretion. The Committee shall set forth in each Agreement the Exercise
Price of the Award and the number of Shares subject to, and the expiration date
of, the Award.
The Chairman of the Committee and such other officers as shall be
designated by the Committee are hereby authorized to execute Agreements on
behalf of the Company and to cause them to be delivered to Participants.
(d) EFFECT OF THE COMMITTEE'S DECISIONS. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
(e) INDEMNIFICATION. In addition to such other rights of indemnification as
they may have, the members of the Committee shall be indemnified by the Company
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Award to the
full extent provided for under the Company's charter or bylaws with respect to
the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) AUTOMATIC GRANTS. Each person who is a Director on the Effective Date
shall receive, on the Effective Date (provided he is not an Employee but is a
Director on said date), Options to purchase 1/11th of the Shares reserved under
Section 4, at an Exercise Price per Share equal to its Market Value on the date
of grant.
Each Director who joins the Board after the Effective Date and is not
then an Employee shall receive, on the date of joining the Board, Options to
purchase a number of Shares equal to the number of Shares with respect to which
Options were granted to each Director listed in paragraph (a) above on the
Effective Date (or, if less, the number of Shares remaining in the Shares
reserved under Section 4), at an Exercise Price per Share equal to its Market
Value on the date of grant.
(b) STANDARDS FOR DETERMINING EXERCISE PRICE. If the Common Stock is listed
on a national securities exchange (including the NASDAQ National Market System)
on the date in question, then the Market Value per Share shall be not less than
the average of the highest and lowest selling price on such exchange on such
date, or if there were no sales on such date, then the Exercise Price shall be
not less than the mean between the bid and asked price on such date. If the
Common Stock is traded otherwise than on a national securities exchange on the
date in question, then the Market Value per Share shall be not less than the
mean between the bid and asked price on such date, or, if there is no bid and
asked price on such date,
then on the next prior business day on which there was a bid and asked price. If
no such bid and asked price is available, then the Market Value per Share shall
be its fair market value as determined by the Committee, in its sole and
absolute discretion.
(c) VESTING.
(i) Each Award shall be vested at the rate of 20% on the first
anniversary of the date of grant and 20% annually thereafter as long as the
Participant has been in Continuous Service as a Director since such date. If the
Continuous Service of a Participant as a Director is terminated prior to the
time his Award is 100% vested for any reason except death, Disability, or after
attainment of Normal Retirement Age, the Participant shall forfeit the unvested
portion of such Award.
(ii) Each Award held by a Participant whose Continuous Service as a
Director terminates due to death, Disability or after attainment of Normal
Retirement Age, shall become 100% vested as of the Participant's last day of
Continuous Service as a Director.
(d) TERMS OF EXERCISE. Options may be exercised from time to time by
(i) written notice of intent to exercise the Option with respect to all or a
specified number of the vested Optioned Shares, and (ii) payment to the Company
(contemporaneously with the delivery of such notice), in cash, in Common Stock,
or a combination of cash and Common Stock, of the amount of the Exercise Price
for the number of the Optioned Shares with respect to which the Option is then
being exercised. Each such notice and payment shall be delivered, or mailed by
prepaid registered or certified mail, addressed to the Treasurer of the Company
at the Company's executive offices. Common Stock utilized in full or partial
payment of the Exercise Price for options shall be valued at its Market Value at
the date of exercise. An Option may not be exercised for a fractional Share.
Options may be exercised only while the Participant is a Director of the
Company, or within one year after termination of the Participant's Continuous
Service as a Director. In the event of such Director's death during the term of
his directorship, Options may be exercised within one year from the date of his
death by the personal representatives of his estate or person or persons to whom
his rights under such Option shall have passed by will or by laws of descent and
distribution, but in no event later than the date on which such Options would
otherwise expire.
In the event of the death of a Participant who holds exercisable Options,
the Committee may, in its sole and absolute discretion, within 90 days after the
Participant's death, redeem such Options by paying to the personal
representatives of his estate or to the person or persons to whom his rights
under such Option shall have passed by will or by laws of descent and
distribution, an amount equal to the difference between (i) the Market Value, as
of the date of the Participant's death, of the Shares subject to such Options,
and (ii) the Option Price of such Options.
(e) EFFECT OF THE COMMITTEE'S DECISIONS. The Committee's determination
whether a Participant's Continuous Service has ceased and the effective date
thereof shall be final and conclusive on all persons affected thereby.
7. EFFECT OF CHANGES IN COMMON STOCK.
(a) RECAPITALIZATIONS, STOCK SPLITS, ETC. The number and kind of shares
reserved for issuance under the Plan, the number and kind of shares subject to
outstanding Awards, and the Exercise Price thereof shall
be proportionately adjusted by the Committee for any stock dividend or split,
recapitalization, merger, consolidation spinoff reorganization, combination or
exchange of shares, or other similar corporate change, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Company.
(b) CORPORATE TRANSACTIONS. In the event of (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in which the Company
is not the surviving entity, or (iii) the sale or disposition of all or
substantially all of the Company's assets (any of the foregoing to be referred
to herein as a "Transaction"), all outstanding Awards shall be surrendered. With
respect to each Award so surrendered, the Committee shall in its sole and
absolute discretion determine whether the holder of the surrendered Award shall
receive --
(1) a modified or adjusted Award; or
(2) a cash payment (from the Company or the successor corporation),
in an amount equal to the Market Value of the Award on the date of the
Transaction, less the Exercise Price of the Award.
(c) CONDITIONS AND RESTRICTIONS. If, by reason of any adjustment made pursuant
to this section, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions which were applicable to the Shares pursuant to the Award before
the adjustment was made.
(d) OTHER ISSUANCES. Except as expressly provided in this section, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Awards or reserved for issuance under the Plan.
8. CHANGE IN CONTROL.
Notwithstanding the foregoing and any contrary provision of any Award,
for a period of 90 days beginning on the date of a Change in Control, all Awards
shall be immediately exercisable and fully vested. At the time of a Change in
Control, the Participant shall be entitled to receive cash in an amount equal to
the excess of the Market Value of the Common Stock subject to an Option over the
Exercise Price of such Shares, in exchange for the cancellation of such Options
by the Participant. In no event may an Option be cancelled in exchange for cash
within the six-month period following the date of its grant.
9. AWARDS NOT TRANSFERABLE.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution.
10. TIME OF GRANTING AWARDS.
The date of grant of an Award shall, for all purposes, be the date on
which the Committee grants such Award. Notice of the grant shall be given to
each Participant to whom an Award is so granted within a reasonable time after
the date of such grant.
11. EFFECTIVE DATE.
The Plan shall become effective upon approval of the Plan by the
stockholders of the Company. No Award may be made prior to such time.
12. APPROVAL BY STOCKHOLDERS.
The Plan shall be submitted for approval by the affirmative vote of a
majority of the securities of the Company present, or represented, or entitled
to vote at a duly called annual or special meeting of the stockholders of the
Company, or any adjournment thereof, held no earlier than six months after
completion of the Bank's conversion from mutual to stock form but within 12
months of the effective date of such conversion.
13. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder of
an Award any right or benefit which could not be conferred on him by the grant
of a new Award at such time, or impair the Award, without the consent of the
holder of the Award.
14. AMENDMENT AND TERMINATION.
The Board may at any time and from time to time amend the terms of the
Plan and, with respect to any Shares at the time not subject to Awards, suspend
or terminate the Plan; provided that (i) any amendment of the Plan shall be
approved by stockholders to the extent that such stockholder approval is
necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or NASD or
exchange listing requirements, (ii) no amendment may provide for an Exercise
Price below Market Value, and (iii) the Plan shall not be amended more than once
every six months.
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) COMPLIANCE WITH SECURITIES LAWS. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of such Shares
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the requirements of any
stock exchange upon which the Shares may then be listed. The Plan is intended to
comply with Rule 16b-3, and any provision of the Plan which the Committee
determines in its sole and absolute discretion to be inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative and null and
void, and shall not affect the validity of the remaining provisions of the Plan.
(b) SPECIAL CIRCUMSTANCES. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the nonissuance or sale of such
Shares. As a condition to the exercise of an Option, the Company may require the
person exercising the
Option to make such representations and warranties as may be necessary to assure
the availability of an exemption from the registration requirements of federal
or state securities law.
(c) COMMITTEE DISCRETION. The Committee shall have the discretionary authority
to impose in Agreements such restrictions on Shares as it may deem appropriate
or desirable, including but not limited to the authority to impose a right of
first refusal.
16. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available
a number of Shares sufficient to satisfy the requirements of the Plan.
17. NO CONTINUED SERVICE OR OTHER RIGHTS.
In no event shall a Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Director to continue service with the Company, the Bank, or any
Affiliate of such corporations. No Director shall have a right to be granted an
Award, except to the extent provided in the Plan. However, a Director who has
been granted an Award may, if otherwise eligible, be granted an additional Award
or Awards.
18. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws
of the State of Illinois, except to the extent that federal law applies.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer and the corporate seal to be affixed and duly
attested as of the day of , 1996.
STANDARD FINANCIAL, INC.
By:
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Its:
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Attest:
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