Nonemployee Director's Stock Incentive Plan

EXHIBIT 10.19


H. F. AHMANSON & COMPANY


1996 NONEMPLOYEE DIRECTORS' STOCK INCENTIVE PLAN


1. Purpose of the Plan.


The purpose of the 1996 Nonemployee Directors' Stock Incentive Plan of H. F. Ahmanson & Company is to provide incentives that will attract and retain highly competent persons as nonemployee directors of the Company by providing them with opportunities to acquire a proprietary interest in the Company by the grant to such persons of nonqualified Stock Options which may result in their ownership of Common Stock of the Company.


2. Definitions.


(a) "Act" means the Securities Act of 1933, as amended.


(b) "Administrator" shall mean the Board or, if and to the extent the Board delegates any of its authority hereunder in accordance with Section 4(b) hereof, the Committee.


(c) "Board" means the Board of Directors of the Company.


(d) "Committee" means a committee appointed by the Board to administer the Plan pursuant to Section 4(b) hereof.


(e) "Common Stock" means the common stock, $0.01 par value, of the Company.


(f) "Company" means H. F. Ahmanson & Company


(g) "Date of Grant" means the date determined as set forth in Section 6 or 7 hereof, as the case may be.


(h) "Disability" means any medically determinable physical or mental impairment of a Participant, as determined by the Administrator, in its complete and sole discretion, which is expected to last for a period of at least 180 days, as a result of which such Participant is unable to engage in any substantial gainful activity. All determinations as to a Participant's disabled status or the date and extent of any disability shall be made by the Administrator upon the basis of such information as it deems necessary or desirable.


(i) "Eligible Participant" means a Nonemployee Director.


(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.


(k) "Fair Market Value" on a given date means (i) the mean between the highest and lowest reported sales prices for the Common Stock on that date (or, if there were no such sales on that date, on the next most recent date on which there were such sales) as reported by the New York Stock Exchange (or, if the Common Stock is not then listed on the New York Stock Exchange, such other national securities exchange on which the Common


Stock is then listed), (ii) if the Common Stock is not then listed on a national securities exchange, the mean between the closing bid and asked price quotations for the Common Stock on that date (or if none on that date, on the next most recent date) as reported by The Nasdaq National Market or any successor thereto, or (iii) if the Common Stock is not then listed on a national securities exchange or The Nasdaq National Market, the mean between the closing bid and asked price quotations for the Common Stock on that date (or if none on that date, on the next most recent date) as reported by the National Association of Securities Dealers Automatic Quotation System or any successor thereto.


(l) "Nonemployee Director" means a member of the Board who is not an officer or employee of the Company or any of its parent or subsidiary corporations at the time of determination.


(m) "Normal Board Retirement" means, in conjunction with termination of a Participant's services as a member of the Board for any reason other than death or Disability, the determination of the Administrator or the Nominating Committee of the Board that such termination constitutes Normal Board Retirement. In the absence of such a determination, termination of a Participant's services as a member of the Board shall be deemed to be for reasons other than Normal Board Retirement.


(n) "Option" or "Stock Option" means a stock option that does not qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.


(o) "Option Agreement" means an option agreement signed by the Company and the Participant in such form and including such terms and conditions not inconsistent with the Plan as the Administrator may in its discretion from time to time determine.


(p) "Participant" means any Eligible Participant who elects to receive Options pursuant to Section 6 or 7 hereof.


(q) "Plan" means the 1996 Nonemployee Directors' Stock Incentive Plan as set forth herein, and as it may be amended from time to time.


3. Shares of Common Stock Subject to the Plan.


(a) Subject to the provisions of Section 3(c) and Section 9 of the Plan, the aggregate number of shares of Common Stock that may be issued or transferred or exercised pursuant to Options granted under the Plan will not exceed 400,000.


(b) The shares to be delivered under the Plan will be made available, at the discretion of the Administrator, either from authorized but unissued shares of Common Stock or from previously issued shares of Common Stock reacquired by the Company, including shares purchased on the open market.


(c) Shares of Common Stock subject to an unexercised portion of any Stock Option granted under the Plan which expires or terminates or is canceled will again become available for the grant of further Options hereunder.


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4. Administration of the Plan.


(a) The Plan shall, to the extent possible, be self-effectuating. The Plan will be administered by the Board. The Board is authorized and empowered to administer the Plan, which administration shall include (but is not limited to) authority to (i) construe and interpret the Plan and any agreements defining the rights and obligations of the Company and Participants under the Plan; (ii) prescribe, amend and rescind rules and regulations relating to the Plan; (iii) further define the terms used in the Plan; (iv) determine the rights and obligations of Participants under the Plan; and (v) make all other determinations necessary or advisable for the administration of the Plan. Each Option granted under the Plan shall be evidenced by an Option Agreement.


(b) The Board of Directors may, in its discretion, delegate any or all of its authority under the Plan to a committee consisting of three or more directors of the Company each of whom has not been eligible at any time within one year before appointment to such committee to receive an Option under the Plan, except the Board may not delegate the powers set forth in Section 9, 11(a), or 12 hereof or powers which, under applicable law, are nondelegable.


(c) No member of the Board or the Committee will be liable for any action or determination made in good faith by the Board or the Committee with respect to the Plan or any Option under it, including, without limitation, adjustments pursuant to Section 9. In making determinations under the Plan, the Board or the Committee may obtain and may rely upon the advice of independent counsel and accountants and other advisors to the Company. No member of the Board or the Committee, nor an officer of the Company shall be liable for any such action or determination taken or made in good faith with respect to the Plan or any Option granted hereunder.


5. Participation.


Options shall be granted to each Nonemployee Director exclusively in accordance with the provisions set forth in Section 6 and 7 hereof.


6. Automatic Option Grants.


(a) Whenever any person shall become a Nonemployee Director, there shall be granted automatically (without any action by the Administrator) a Stock Option (the Date of Grant of which shall be the date such person shall have become a Nonemployee Director) to such person to purchase 2,000 shares of Common Stock (subject to adjustment pursuant to Section 9 hereof).


(b) On January 2 (or if January 2 is not a business day, on the next succeeding business day) in each calendar year after 1995 during the term of the Plan, there shall be granted automatically (without any action by the Administrator) a Stock Option (the Date of Grant of which shall be such date in January) to each Nonemployee Director then in office to purchase 2,000 shares of Common Stock (subject to adjustment pursuant to Section 9 hereof).


(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no Nonemployee Director shall receive more than one Stock Option under this Section 6 in any calendar year.


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7. Deferred Fees.


(a) Grants. Subject to Section 12 hereof, Stock Options shall be granted automatically (without any action by the Administrator) on January 2 (or if January 2 is not a business day on the next succeeding business day in each calendar year) to any Nonemployee Director who irrevocably elects, in accordance with this Se ...