-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WaebhxS67PqFZFhH0zK7rYkMtHTCZFAQBUt75eDkI8i+GtHlohdnll5vXmhA1RRu b0mz3111LplnRPuxYJp+RQ== 0000927089-05-000350.txt : 20050809 0000927089-05-000350.hdr.sgml : 20050809 20050809171254 ACCESSION NUMBER: 0000927089-05-000350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050808 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050809 DATE AS OF CHANGE: 20050809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITLA CAPITAL CORP CENTRAL INDEX KEY: 0001000234 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 954596322 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26960 FILM NUMBER: 051010914 BUSINESS ADDRESS: STREET 1: 888 PROSPECT STREET STREET 2: SUITE 110 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 8585510511 MAIL ADDRESS: STREET 1: 700 N CENTRAL AVE STREET 2: STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL THRIFT & LOAN ASSOCIATION DATE OF NAME CHANGE: 19950907 8-K 1 i8k0809.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) August 8, 2005


ITLA CAPITAL CORPORATION


(Exact name of registrant as specified in its charter)


Delaware 0-26960 95-4596322

(State or other jurisdiction
of incorporation)
(Commission File No.) (IRS Employer
Identification No.)


888 Prospect Street, Suite 110, La Jolla, California 92037

(Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (858) 551-0511



N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 1.01 Entry Into a Material Definitive Agreement

     See Item 5.02 below.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On August 9, 2005, ITLA Capital Corporation (the "Company") announced that Lyle C. Lodwick was appointed Executive Managing Director and Chief Operating Officer of the Company and its subsidiary, Imperial Capital Bank (the "Bank"), and that Timothy M. Doyle, the Company's and the Bank's Chief Financial Officer, was promoted to Executive Managing Director of the Company and the Bank. The Company also announced the resignation of Don Nickbarg as Senior Managing Director and Chief Banking Officer of the Company and the Bank. A copy of the press release announcing these changes, which were effective August 8, 2005, is attached as Exhibit 99.

     Mr. Lodwick, age 51, has 28 years of experience in the financial services industry. He joins the Company from Sunwest Bank, where he served as Executive Vice President and Chief Operating Officer. Formerly, he held several senior executive positions with Pacific Crest Capital, Inc., parent company of Pacific Crest Bank, from 1985 until the sale of that company in 2004, including Executive Vice President and Chief Credit Officer from 1992 through 2004. From 1977 to 1985, Mr. Lodwick was employed by Commercial Credit Corporation, serving as Assistant Regional Credit Manager, Western Region, from 1982 to 1985. Mr. Lodwick is a member of the Small Business Institute Advisory Board for California State University, Channel Islands, and is a member of the Board of Directors of the Santa Clarita Community Development Corporation.

     Mr. Lodwick will receive an annual base salary of $200,000 and be eligible for a prorated discretionary bonus of up to 50% of base salary, based on individual, department and Company performance. Effective August 8, 2005, Mr. Lodwick was granted an immediately exercisable ten-year option to purchase 35,000 shares of the Company's common stock under the Company's 2005 Re-Designated, Amended and Restated Employee Stock Incentive Plan (the "Employee Stock Incentive Plan"), and was allocated 1,000 immediately vested shares of common stock under the Company's Supplemental Executive Retirement Plan. Copies of the forms of incentive stock option and non-qualified stock option agreements under the Employee Stock Incentive Plan are attached as Exhibits 10.1 and 10.2, respectively. Mr. Lodwick also will participate in the Company's corporate vehicle program, pursuant to which he will have the choice of the use of a Company-purchased vehicle, with the Company covering the purchase cost up to $62,000 and the costs of operating the vehicle, or a monthly allowance of $1,600 intended to cover the costs of the operation of Mr. Lodwick's own vehicle for business use. Mr. Lodwick also may receive a relocation reimbursement of up to $25,000, to be repaid by him if his employment with the Company ends within one year due to his resignation or for performance-related reasons.



Item 9.01  Financial Statements and Exhibits


            (c)     Exhibits

10.1 Form of Incentive Stock Option Agreement
10.2 Form of Non-Qualified Stock Option Agreement
99 Press Release dated August 9, 2005




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SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ITLA CAPITAL CORPORATION


Date: August 9, 2005 By: /s/ Timothy M. Doyle
Timothy M. Doyle
Executive Managing Director and
Chief Financial Officer































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EXHIBIT INDEX



Exhibit Number
Description
10.1 Form of Incentive Stock Option Agreement
10.2 Form of Non-Qualified Stock Option Agreement
99 Press Release dated August 9, 2005


























4
end
EX-10.1 2 ex10-1iso.htm

EXHIBIT 10.1

ITLA CAPITAL CORPORATION

2005 RE-DESIGNATED, AMENDED AND RESTATED

EMPLOYEE STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

ISO NO. ___

This option is granted on _________, 200_ (the "Grant Date") by ITLA Capital Corporation (the "Corporation") to ______________________ (the "Optionee"), in accordance with the following terms and conditions:

         1. Option Grant and Exercise Period. The Corporation hereby grants to the Optionee an Incentive Stock Option (the "Option") to purchase, pursuant to the Corporation's 2005 Re-Designated, Amended and Restated Employee Stock Incentive Plan, as the same may be from time to time amended (the "Plan"), and upon the terms and conditions therein and hereinafter set forth, an aggregate of ______ shares (the "Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of the Corporation at the price (the "Exercise Price") of $______ per share. A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Plan.

         This Option shall be exercisable only during the period (the "Exercise Period") commencing on the dates set forth below and ending at 5:00 p.m., La Jolla, California time, on the date ten years after Grant Date, such later time and date being hereinafter referred to as the "Expiration Date," subject to Section 5 below. Except as provided in Section 7 below, this Option shall vest and become exercisable according to the following schedule:

Date of
Vesting
Amount of
Initial
Award Vested



During the Exercise Period, only the vested portion of this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement, and further subject to the condition that the aggregate Fair Market Value (as defined in the Plan and as determined as of the Grant Date) of the shares of Common Stock with respect to which Incentive Stock Options (as defined in the Plan) are exercisable for the first time by the Optionee in any calendar year shall not exceed One Hundred Thousand Dollars ($100,000.00). To the extent that this Option, or any part hereof, does not qualify as an Incentive Stock Option for any reason, it shall become a Non-Qualified Stock Option under the Plan.

         2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by giving written notice to the Corporation specifying the number of Option Shares to be purchased. The notice must be in the form prescribed by the committee referred to in Section 4 of the Plan or its successor (the "Committee") and directed to the address set forth in Section 10 below. The date of exercise is the date on which such notice is received by the Corporation. Such notice must be accompanied by payment in full of the Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made in one of the following ways: (i) in cash, which may be in the form of a check, bank draft, or money order payable to the Corporation; (ii) in Common Stock valued at its Fair Market Value on the date of exercise; (iii) by a combination of (i) and (ii); (iv) by having shares withheld from t he total number of shares of Common Stock to be delivered upon exercise; or (v) by delivering a properly executed notice together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the exercise price.

ISO-1
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         3. Non-Transferability of This Option. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except, in the event of the death of the Optionee, by will or the laws of descent and distribution. This Option is exercisable during the Optionee's lifetime only by the Optionee. The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Corporation and any person to whom this Option is transferred by will or by the laws of descent and distribution.

         4. Restrictions on Stock Transferability. The Committee shall impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of this Option as it may deem advisable, including, without limitation, restrictions under applicable federal securities law, under the requirements of any stock exchange, stock market or quotation system on which such shares of Common Stock are then listed and under any blue sky or state securities laws applicable to such shares.

         5. Early Termination of Options. Except as provided in this Section 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable unless the Optionee, at the time he exercises this Option, has remained continuously in the employ of the Corporation or any Affiliate of the Corporation (as described in the Plan) since the Grant Date.

         If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation for any reason (excluding death, Disability, Retirement and termination of employment by the Corporation or any Affiliate of the Corporation for cause), this Option will continue to vest and will remain exercisable for three months immediately succeeding such cessation of employment or until the Expiration Date, whichever period is shorter, at the end of which period this Option shall terminate. If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation because of termination of employment by the Corporation or any Affiliate of the Corporation for cause, this Option shall terminate and all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.

         If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation by reason of death or Disability, this Option will continue to vest and will remain exercisable (in the case of the death of the Optionee, by the person to whom this Option is transferred by will or the laws of descent and distribution) for one year immediately succeeding such cessation of employment or until the Expiration Date, whichever period is shorter, at the end of which period this Option shall terminate.

         If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation by reason of Retirement, this Option will continue to vest and will remain exercisable for six months immediately succeeding such cessation of employment or until the Expiration Date, whichever period is shorter, at the end of which period this Option shall terminate.

         The Optionee understands that under federal income tax laws as in effect as of the date of this Agreement, this Option will cease to qualify as an Incentive Stock Option under Section 422 of the Code if this Option is exercised more than three months following termination of employment due to Retirement.

         6. Adjustments for Changes in Capitalization of the Corporation. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of shares of Common Stock subject to this Option and the Exercise Price shall be adjusted appropriately by the Committee, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

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         7. Change in Control. In the event of a change in control (as defined in the Plan), this Option shall vest 100% and shall, to the extent it is not theretofore exercisable, be immediately exercisable; provided, however, that that this Option shall not become exercisable to the extent it has previously been exercised or otherwise terminated.

         8. Stockholder Rights Not Granted by This Option. The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Corporation or to notice of meetings of stockholders or to notice of any other proceedings of the Corporation.

         9. Withholding Tax. Upon the exercise of this Option, the Corporation shall have the right to require the Optionee or such other person as is entitled to exercise this Option to pay to the Corporation the amount of any taxes which the Corporation or any Affiliate of the Corporation is required to withhold with respect to such Option Shares, or, in lieu thereof, to retain, or sell without notice, a sufficient number of such shares to cover the amount required to be withheld or in lieu of any of the foregoing, to withhold a sufficient sum from the Optionee's compensation payable by the Corporation or any Affiliate of the Corporation to satisfy such withholding requirements. The Corporation's method of satisfying its withholding obligations shall be solely in the discretion of the Corporation, subject to applicable federal, state and local law.

         10. Notices. All notices hereunder to the Corporation shall be delivered or mailed to it addressed to the Secretary of the Corporation at 888 Prospect Street, Suite 110, La Jolla, California 92037. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee's address noted below. Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Corporation or to the Optionee, as the case may be.

         11. Notice of Sale. The Optionee or any person to whom this Option shall have been transferred pursuant to Section 3 shall give notice to the Secretary of the Corporation at the address set forth in Section 10 above in the event of the sale or other disposition of Option Shares within the later of (i) two years from the Grant Date or (ii) one year from the date of exercise of this Option. Such notice shall be given no later than 15 days from the date or dates of such sale or other disposition and the consideration received, if any. Upon notification from the Corporation, the Optionee or any person to whom this Option shall have been transferred pursuant to Section 3 shall promptly forward to the Secretary of the Corporation any amount requested by the Corporation for the purpose of satisfying its liability, if any, to withhold federal, state or local income or earnings tax or any other applicable tax or assessment (plus interest or penalties thereon, if any, caused by delay in making such payment) incurred by reason of such disposition.

         12. Plan and Plan Interpretations as Controlling. This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.

         13. Optionee Service. Nothing in this Option shall limit the right of the Corporation or any of its Subsidiaries to terminate the Optionee's service as an officer or employee, or otherwise impose upon the Corporation or any of its Subsidiaries any obligation to employ or accept the services of the Optionee.

         14. Optionee Acceptance. The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Corporation at the address set forth in Section 10 above.

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         IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be executed as of the date first above written.

ITLA CAPITAL CORPORATION


By:  



ACCEPTED:





(Name of Optionee)



(Street Address)



(City, State and Zip Code)




ISO-4
End


EX-10.2 3 ex10-2nqso.htm

EXHIBIT 10.2

ITLA CAPITAL CORPORATION

2005 RE-DESIGNATED, AMENDED AND RESTATED

EMPLOYEE STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

NQSO NO. ___

         This option is granted on _________, 200_ (the "Grant Date") by ITLA Capital Corporation (the "Corporation") to ______________________ (the "Optionee"), in accordance with the following terms and conditions:

         1. Option Grant and Exercise Period. The Corporation hereby grants to the Optionee a Non-Qualified Stock Option (the "Option") to purchase, pursuant to the Corporation's 2005 Re-Designated, Amended and Restated Employee Stock Incentive Plan, as the same may be from time to time amended (the "Plan"), and upon the terms and conditions therein and hereinafter set forth, an aggregate of ______ shares (the "Option Shares") of the Common Stock, par value $.01 per share ("Common Stock"), of the Corporation at the price (the "Exercise Price") of $______ per share. A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Plan.

         This Option shall be exercisable only during the period (the "Exercise Period") commencing on the dates set forth below and ending at 5:00 p.m., La Jolla, California time, on the date ten years after Grant Date, such later time and date being hereinafter referred to as the "Expiration Date," subject to Section 5 below. Except as provided in Section 7 below, this Option shall vest and become exercisable according to the following schedule:

Date of
Vesting
Amount of
Initial
Award Vested




During the Exercise Period, only the vested portion of this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.

         2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by giving written notice to the Corporation specifying the number of Option Shares to be purchased. The notice must be in the form prescribed by the committee referred to in Section 4 of the Plan or its successor (the "Committee") and directed to the address set forth in Section 10 below. The date of exercise is the date on which such notice is received by the Corporation. Such notice must be accompanied by payment in full of the Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made in one of the following ways: (i) in cash, which may be in the form of a check, bank draft, or money order payable to the Corporation; (ii) in Common Stock valued at its Fair Market Value on the date of exercise; (iii) by a combination of (i) and (ii); (iv) by having shares withheld from the total number of shares of Common Stock to be delivered upon exercise; or (v) by delivering a properly executed notice together with irrevocable instructions to a broker to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the exercise price.


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         3. Non-Transferability of This Option. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except, (i) in the event of the death of the Optionee, by will or the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, [or (iii) by gift to any member of the Optionee's immediate family (defined as the Optionee's spouse, children or grandchildren) or to a trust for the benefit of one or more of such immediate family members]. This Option is exercisable during the Optionee's lifetime only by the Optionee unless it has been transferred as permitted hereby, in which case it shall be exercisable only by such transferee. The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Corporation and any person to whom this Option is transferred in accordance with this Section 3.

         4. Restrictions on Stock Transferability. The Committee shall impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of this Option as it may deem advisable, including, without limitation, restrictions under applicable federal securities law, under the requirements of any stock exchange, stock market or quotation system on which such shares of Common Stock are then listed and under any blue sky or state securities laws applicable to such shares.

         5. Early Termination of Options. Except as provided in this Section 5 and notwithstanding any other provision of this Option to the contrary, this Option shall not be exercisable unless the Optionee, at the time he exercises this Option, has remained continuously in the employ of the Corporation or any Affiliate of the Corporation (as described in the Plan) since the Grant Date.

         If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation for any reason (excluding death, Disability, Retirement and termination of employment by the Corporation or any Affiliate of the Corporation for cause), this Option will continue to vest and will remain exercisable for three months immediately succeeding such cessation of employment or until the Expiration Date, whichever period is shorter, at the end of which period this Option shall terminate. If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation because of termination of employment by the Corporation or any Affiliate of the Corporation for cause, this Option shall terminate and all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.

         If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation by reason of death or Disability, this Option will continue to vest and will remain exercisable (in the case of the death of the Optionee, by the person to whom this Option is transferred by will or the laws of descent and distribution) for one year immediately succeeding such cessation of employment or until the Expiration Date, whichever period is shorter, at the end of which period this Option shall terminate.

         If the Optionee shall cease to be employed by the Corporation or any Affiliate of the Corporation by reason of Retirement, this Option will continue to vest and will remain exercisable for six months immediately succeeding such cessation of employment or until the Expiration Date, whichever period is shorter, at the end of which period this Option shall terminate.

         6. Adjustments for Changes in Capitalization of the Corporation. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of shares of Common Stock subject to this Option and the Exercise Price shall be adjusted appropriately by the Committee, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

         7. Change in Control. In the event of a change in control (as defined in the Plan), this Option shall vest 100% and shall, to the extent it is not theretofore exercisable, be immediately exercisable; provided, however, that that this Option shall not become exercisable to the extent it has previously been exercised or otherwise terminated.

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         8. Stockholder Rights Not Granted by This Option. The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Corporation or to notice of meetings of stockholders or to notice of any other proceedings of the Corporation.

         9. Withholding Tax. Upon the exercise of this Option, the Corporation shall have the right to require the Optionee or such other person as is entitled to exercise this Option to pay to the Corporation the amount of any taxes which the Corporation or any Affiliate of the Corporation is required to withhold with respect to such Option Shares, or, in lieu thereof, to retain, or sell without notice, a sufficient number of such shares to cover the amount required to be withheld or in lieu of any of the foregoing, to withhold a sufficient sum from the Optionee's compensation payable by the Corporation or any Affiliate of the Corporation to satisfy such withholding requirements. The Corporation's method of satisfying its withholding obligations shall be solely in the discretion of the Corporation, subject to applicable federal, state and local law.

         10. Notices. All notices hereunder to the Corporation shall be delivered or mailed to it addressed to the Secretary of the Corporation at 888 Prospect Street, Suite 110, La Jolla, California 92037. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee's address noted below. Such addresses for the service of notices may be changed at any time provided written notice of the change is furnished in advance to the Corporation or to the Optionee, as the case may be.

         11. Plan and Plan Interpretations as Controlling. This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.

         12. Optionee Service. Nothing in this Option shall limit the right of the Corporation or any of its Subsidiaries to terminate the Optionee's service as an officer or employee, or otherwise impose upon the Corporation or any of its Subsidiaries any obligation to employ or accept the services of the Optionee.

         13. Optionee Acceptance. The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Corporation at the address set forth in Section 10 above.






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         IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK OPTION AGREEMENT to be executed as of the date first above written.

ITLA CAPITAL CORPORATION


By:  



ACCEPTED:





(Name of Optionee)



(Street Address)



(City, State and Zip Code)




NQSO-4
End


EX-99 4 ex99.htm

EXHIBIT 99



Contact:

Timothy M. Doyle
Executive Managing Director, CFO
858.551.0511

FOR IMMEDIATE RELEASE

ITLA CAPITAL CORPORATION ANNOUNCES CHANGES IN EXECUTIVE
MANAGEMENT TEAM

La Jolla, California (August 9, 2005) --- ITLA Capital Corporation (NASDAQ-ITLA) today announced the hiring of Lyle C. Lodwick as Executive Managing Director and Chief Operating Officer. Mr. Lodwick has 28 years of industry experience and joins ITLA after a distinguished 19 year career with Pacific Crest Bank, where he served as Executive Vice President and Chief Credit Officer. During his tenure at Pacific Crest Bank, his responsibilities included operational oversight of their commercial real estate lending division, loan servicing and underwriting department, retail banking, specialized assets, information systems, compliance, and corporate administration. Most recently, Mr. Lodwick served as Executive Vice President and Chief Operating Officer at Sunwest Bank. Mr. Lodwick will be based at our corporate headquarters in La Jolla, California.

The Company also announced today the promotion of Timothy M. Doyle as Executive Managing Director and Chief Financial Officer. Mr. Doyle's existing responsibilities will be expanded to include oversight of additional banking operations. Mr. Doyle has been with the Company since 1996 and has previously served on the Company's management team as Senior Managing Director, Chief Financial Officer and Managing Director, Chief Administration Officer.

President and Chief Executive Officer George W. Haligowski stated "We are excited by today's announcement regarding the addition of Lyle to our executive team and the promotion of Tim Doyle to Executive Managing Director. Lyle's extensive experience in the industry will greatly contribute to the success of our strategic initiatives and operations. Tim's leadership and service with the Company has made him a critical component of the Company's management team and I expect him to provide outstanding leadership and continuity for the Company in his new position. I look forward to working closely with both on the Company's initiatives."

Separately, the Company also announced the departure of Don Nickbarg, Senior Managing Director and Chief Banking Officer. Haligowski commented that, "Don has resigned to pursue personal interests. We thank him for his dedication and contributions during his past seven years with the Company, and wish him success in his future endeavors."

"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995:
This release contains forward looking statements that are subject to risks and uncertainties, including, but not limited to, changes in economic conditions in the Company's market areas, changes in policies by regulatory agencies, the impact of competitive loan products, loan demand risks, the quality or composition of the loan or investment portfolios, increased costs from pursuing the national expansion of our small balance multi-family lending platform and operational challenges inherent in implementing this expansion strategy, fluctuations in interest rates, and changes in the relative differences between short and long term interest rates, levels of nonperforming assets, and operating results, the economic impact of terrorist actions and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause the Company's actual results for 2005 and beyond to differ materially from those expressed in any forward looking statements by, or on behalf of, the Company.


















ITLA Capital Corporation Announces Changes in Executive Management Team
August 9, 2005
Page 2 of 2

ITLA Capital Corporation is the largest financial services company headquartered in San Diego, California, and conducts its operations through Imperial Capital Bank and Imperial Capital Real Estate Investment Trust. Imperial Capital Bank has seven retail branch locations and 24 loan production offices serving the Western United States, the Southeast, the Mid-Atlantic States, the Ohio Valley, the Metro New York area and New England.

For additional information, contact Timothy M. Doyle, Executive Managing Director and Chief Financial Officer, at (858) 551-0511.






















www.itlacapital.com
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