1997 Nonemployee Director Stock Option Agreement

EXHIBIT 10.57


1997 NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT


AGREEMENT made as of the 1/st/ day of May, 1997 between Bank Plus Corporation, a Delaware corporation (the "Company"), and [NAME_OF_NONEMPLOYEE_DIRECTOR] (the "Optionee"), a nonemployee director of the Company or its wholly-owned subsidiary, Fidelity Federal Bank, a Federal Savings Bank ("Fidelity").


WITNESSETH:


WHEREAS, the Company's stockholders approved certain amendments to the Bank Plus Corporation Stock Option and Equity Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit A and the terms of which are
--------- incorporated herein by reference, at the annual meeting of stockholders held on April 30, 1997; and


WHEREAS, the Plan, as so amended, provides for annual awards of stock options to be made to the nonemployee directors of the Company and Fidelity on the first business day after the date of the annual meeting of the Company's stockholders.


NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth and other good and valuable consideration, the Company and the Optionee agree as follows:


1. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Optionee the option (the "Option") to purchase, from time to time, all or a part of 2,500 shares (the "Option Shares") of the Company's common stock ($0.01 par value) (the "Common Stock"). The Option is fully vested, and shall expire at the close of business on April 30, 2007, unless sooner terminated pursuant to sections 3 or 4 of this Agreement. The Option is exercisable at a purchase price of $10.25 per Option Share.


2. The Option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution, and is exercisable, during the Optionee's lifetime, only by the Optionee.


3. In the event that the Optionee shall cease to serve on the board of directors of the Company and/or Fidelity for any reason other than removal for cause, the Optionee may exercise the Option at any time within 90 days following such cessation, but not later than the date of expiration of the Option, whichever shall first occur. In the event of the removal of the Optionee from the board of directors ...