-----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, BkuSbSbQGPrxVT6gZ71U6Rj17RaM2SVHcqm7kzh1Ed4qtuNvG4YeDc14mLMLpYjw mI5fyODhN2hw4bK6B6B1xA== 0000928385-97-001021.txt : 19970611 0000928385-97-001021.hdr.sgml : 19970611 ACCESSION NUMBER: 0000928385-97-001021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970610 EFFECTIVENESS DATE: 19970610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITLA CAPITAL CORP CENTRAL INDEX KEY: 0001000234 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 952864759 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28905 FILM NUMBER: 97622021 BUSINESS ADDRESS: STREET 1: 700 N CENTRAL AVE STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185510600 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 S-8 1 RECOGNITION AND RETENTION PLAN As filed with the Securities and Exchange Commission on June 10, 1997 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 ------------------ ITLA CAPITAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-2864759 (State or otherjurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7979 IVANHOE AVENUE, LA JOLLA, CALIFORNIA 92037 (Address of principal executive offices) (Zip Code) ITLA CAPITAL CORPORATION RECOGNITION AND RETENTION PLAN (Full title of the plan) DAVE M. MUCHNIKOFF, P.C. SILVER, FREEDMAN & TAFF, L.L.P. (A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS) SUITE 700 EAST 1100 NEW YORK AVENUE, N.W. WASHINGTON, D.C. 20005-3934 (Name and address of agent for service) (202) 414-6100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=============================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 300,000 shares $15.25(2) $4,575,000(2) $1,387(2) ===============================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the Plan, may become subject to the Plan. (2) Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee, based upon the average of the high and low prices respectively, of the Common Stock on the Nasdaq National Market System on June 5, 1997. PURPOSE ------- The purpose of this registration statement is to register on Form S-8 shares of common stock, par value $.01 per share (the "Common Stock") of ITLA Capital Corporation (the "Corporation") to be granted under the Recognition and Retention Plan of Imperial Thrift and Loan Association (the "Association"), which it assumed pursuant to the terms and conditions of a Merger Agreement and Plan of Reorganization (the "Reorganization") dated as of May 3, 1996 by and between the Corporation, ITLA Corp. and the Association, whereby the Association became a wholly-owned subsidiary of the Corporation. The Reorganization occurred on October 1, 1996. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the ITLA Capital Corporation Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- The following documents previously or concurrently filed by the Corporation with the Commission are hereby incorporated by reference in this Registration Statement: (a) the Annual Report of the Corporation on Form 10-K for the year ended December 31, 1996 (File No. 0-26960) filed pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed by the Corporation pursuant to Section 13 or 15(d) of the Exchange Act since the end of the period covered by the Report referred to above; and (c) the description of the Common Stock of the Corporation contained in the Corporation's Registration Statement on Form S-4 (File No. 333-03551) filed with the Commission on May 10, 1996 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus. The Corporation shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Mr. Michael L. Mayer, Secretary, ITLA Capital Corporation, 7979 Ivanhoe Avenue, La Jolla, California 92037, (619) 551-0990. II-1 All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Article ELEVENTH of the Corporation's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Article ELEVENTH also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith, (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate, (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite standard of conduct. Such determination may be made (i) by the corporation's board II-2 of directors by a majority vote of a quorum consisting of directors not at the time parties to such proceeding; or (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent legal counsel in a written opinion; or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Under a directors' and officers' liability insurance policy, directors and officers of the Corporation are insured against certain liabilities. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable. Item 8. Exhibits. --------
SEQUENTIAL PAGE REFERENCE TO NUMBER WHERE REGULATION PRIOR FILING OR ATTACHED EXHIBITS S-K EXHIBIT EXHIBIT NUMBER ARE LOCATED IN NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8 - ---------- ----------------------------------------------------- --------------- ----------------- 4.1 ITLA Capital Corporation Recognition and Retention Attached as Page 13 Plan and form of Restricted Stock Agreement Exhibit 4.1 4.2 Specimen form of common stock certificate of ITLA * Not applicable Capital Corporation 4.3 ITLA Capital Corporation Certificate of * Not applicable Incorporation 4.4 Bylaws of ITLA Capital Corporation * Not applicable 5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 24 Exhibit 5
II-3
SEQUENTIAL PAGE REFERENCE TO NUMBER WHERE REGULATION PRIOR FILING OR ATTACHED EXHIBITS S-K EXHIBIT EXHIBIT NUMBER ARE LOCATED IN NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8 - ----------- ----------------------------------------------------- --------------- ----------------- 23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 26 Exhibit 23.1 23.2 Consent of Arthur Andersen LLP Attached as Page 28 Exhibit 23.2 23.3 Consent of Grant Thornton, LLP Attached as Page 30 Exhibit 23.3 24 Power of Attorney Contained on Page 8 Signature Page
* Filed as an exhibit to the Corporation's Form S-4 registration statement filed on May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of 1933. Such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-4 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of La Jolla, State of California, on June 5, 1997. ITLA Capital Corporation By: /s/ George W. Haligowski ------------------------------------ George W. Haligowski President, Chief Executive Officer and Chairman of the Board (Duly Authorized Representative) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Haligowski and Michael A. Sicuro and either of them, as our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. /s/ George W. Haligowski /s/ Michael A. Sicuro - ---------------------------------------------- ---------------------------------------------- George W. Haligowski Michael A. Sicuro President, Chief Executive Officer and Senior Vice President and Chief Chairman of the Board Financial Officer (Principal Executive and Operating Officer) Date: June 5, 1997 Date: June 5, 1997 --------------------------------------- --------------------------------------- /s/ Sandor X. Mayuga /s/ Hirotaka Oribe - ---------------------------------------------- ---------------------------------------------- Sandor X. Mayuga Hirotaka Oribe Director Director Date: June 5, 1997 Date: June 5, 1997 --------------------------------------- --------------------------------------- /s/ Jeffrey L. Lipscomb /s/ Robert R. Reed - ---------------------------------------------- ---------------------------------------------- Jeffrey L. Lipscomb Robert R. Reed Director Director Date: June 5, 1997 Date: June 5, 1997 --------------------------------------- ---------------------------------------
II-6 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 ----------------- ITLA CAPITAL CORPORATION ================================================================================ EXHIBIT INDEX
SEQUENTIAL PAGE REFERENCE TO NUMBER WHERE REGULATION PRIOR FILING OR ATTACHED EXHIBITS S-K EXHIBIT EXHIBIT NUMBER ARE LOCATED IN NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8 - ---------- ----------------------------------------------------- --------------- ----------------- 4.1 ITLA Capital Corporation Recognition and Retention Attached as Page 13 Plan and form of Restricted Stock Agreement Exhibit 4.1 4.2 Specimen form of common stock certificate of ITLA * Not applicable Capital Corporation 4.3 ITLA Capital Corporation Certificate of * Not applicable Incorporation 4.4 Bylaws of ITLA Capital Corporation * Not applicable 5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 24 Exhibit 5 23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 26 Exhibit 23.1 23.2 Consent of Arthur Andersen LLP Attached as Page 28 Exhibit 23.2 23.3 Consent of Grant Thornton, LLP Attached as Page 30 Exhibit 23.3 24 Power of Attorney Contained on Page 9 Signature Page
* Filed as an exhibit to the Corporation's Form S-4 registration statement filed on May 1, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of 1933. Such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. EX-4.1 2 RECOGNITION AND RETENTION STOCK AGMT Exhibit 4.1 ITLA CAPITAL CORPORATION RECOGNITION AND RETENTION PLAN 1. Plan Purpose. The purpose of the Plan is to promote the long-term ------------ interests of the Company and its stockholders by providing a means for attracting and retaining officers and employees of the Company and its Affiliates. 2. Definitions. The following definitions are applicable to the Plan: ----------- "Affiliate" - means any "parent corporation" or "subsidiary corporation" of the Company, as such terms are defined in Section 424(e) and (f), respectively, of the Code. "Association" - means Imperial Thrift and Loan Association, a California thrift and loan and its predecessors and successors. "Award" - means the grant by the Committee of Restricted Stock, as provided in the Plan. "Code" - means the Internal Revenue Code of 1986, as amended. "Committee" - means the Committee referred to in Section 7 hereof. "Company" - means ITLA Capital Corporation, a Delaware corporation. "Continuous Service" - means the absence of any interruption or termination of service as an officer or employee of the Company or any Affiliate. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or any Affiliate or in the case of transfers between payroll locations of the Company or between the Company, its subsidiaries or its successor. "ERISA" - means the Employee Retirement Income Security Act of 1974, as amended. "Non-Employee Director" - means a director who a) is not currently an officer or employee of the Company; b) is not a former employee of the Company who receives compensation for prior services (other than from a tax-qualified retirement plan); c) has not been an officer of the Company; d) does not receive remuneration from the Company in any capacity other than as a director; and e) does not possess an interest in any other transactions or is not engaged in a business relationship for which disclosure would be required under Item 404(a) or (b) of Regulation S-K. "Participant" - means any officer or employee of the Company or any Affiliate who is selected by the Committee to receive an Award. "Plan" - means the Recognition and Retention Plan of the Company. "Performance Requirements" - means the minimum requirements which must be met by the Association as set forth in Section 13. "Restricted Period" - means the period of time selected by the Committee for the purpose of determining when restrictions are in effect under Section 3 hereof with respect to Restricted Stock awarded under the Plan. "Restricted Stock" - means Shares which have been contingently awarded to a Participant by the Committee subject to the restrictions referred to in Section 3 hereof, so long as such restrictions are in effect. "Shares" - means the common stock of the Company, par value $.01 per share, or of any successor corporation or other legal entity assuming or adopting the Plan. 3. Terms and Conditions of Restricted Stock. The Committee shall have ---------------------------------------- full and complete authority, subject to the limitations of the Plan, to grant awards of Restricted Stock and, in addition to the terms and conditions contained in paragraphs (a) through (f) of this Section 3, to provide such other terms and conditions (which need not be identical among Participants) in respect of such Awards, and the vesting thereof, as the Committee shall determine. (a) At the time of an award of Restricted Stock, the Committee shall establish for each Participant a Restricted Period, during which or at the expiration of which, as the Committee shall determine and provide in the agreement referred to in paragraph (d) of this Section 3, the Shares awarded as Restricted Stock shall vest, and subject to any such other terms and conditions as the Committee shall provide. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, except as hereinafter provided, during the Restricted Period. Except for such restrictions, and subject to paragraphs (c) and (e) of this Section 3 and Section 4 hereof, the Participant as owner of such shares shall have all the rights of a stockholder, including but not limited to the right to receive all dividends paid on such shares and the right to vote such shares. The Committee shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect thereto, or to remove any or all of such restrictions, whenever it may determine that such action is appropriate by reason of changes in applicable tax or other laws or other changes in circumstances occurring after the commencement of such Restricted Period. (b) Except as provided in Section 5 hereof, if a Participant maintain Continuous Service for any reason (other than death, total or partial disability or normal or early retirement), unless the Committee shall otherwise determine, all Shares of Restricted Stock theretofore awarded to such Participant and which at the time of such termination of Continuous Service are subject to the restrictions imposed by paragraph (a) of this Section 3 shall upon such termination of Continuous Service be forfeited and returned to the Company. If a Participant ceases to maintain Continuous Service by reason of death, total or partial disability or normal or early retirement, Restricted Stock then still subject to restrictions imposed by paragraph (a) of this Section 3 will be free of those restrictions. 2 (c) Each certificate in respect of Shares of Restricted Stock awarded under the Plan shall be registered in the name of the Participant and deposited by the Participant, together with a stock power endorsed in blank, with the Company and shall bear the following (or a similar) legend: "The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Recognition and Retention Plan of ITLA Capital Corporation. Copies of such Plan are on file in the offices of the Secretary of ITLA Capital Corporation, 7979 Ivanhoe Avenue, La Jolla, California 92037. (d) At the time of any Award, the Participant shall enter into an Agreement with the Company in a form specified by the Committee, agreeing to the terms and conditions of the Award and such other matters as the Committee, in its sole discretion, shall determine (the "Restricted Stock Agreement"). (e) At the time of an award of shares of Restricted Stock, the Committee may, in its discretion, determine that the payment to the Participant of dividends declared or paid on such shares, or specified portions thereof, by the Company shall be deferred until the earlier to occur of (i) the lapsing of the restrictions imposed under paragraph (a) of this Section 3 or (ii) the forfeiture of such shares under paragraph (b) of this Section 3, and shall be held by the Company for the account of the Participant until such time. In the event of such deferral, there shall be credited at the end of each year (or portion thereof) interest on the amount of the account at the beginning of the year at a rate per annum as the Committee, in its discretion, may determine. Payment of deferred dividends to the Participant, together with interest accrued thereon, shall be made upon the lapsing of the Restricted Period imposed under paragraph (a) of this Section 3. (f) At the expiration of the restrictions imposed by paragraph (a) of this Section 3, the Company shall redeliver to the Participant (or where the relevant provision of paragraph (b) of this Section 3 applies in the case of a deceased Participant, to his legal representative, beneficiary or heir) the certificate(s) and stock power deposited with it pursuant to paragraph (c) of this Section 3 and the Shares represented by such certificate(s) shall be free of the restrictions referred to in paragraph (a) of this Section 3. 4. Adjustments Upon Changes in Capitalization. In the event of any ------------------------------------------ change in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or Shares of the Company, the maximum aggregate number and class of shares as to which Awards may be granted under the Plan and the number and class of shares with respect to which Awards theretofore have been granted under the Plan shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any shares of stock or other securities received, as a result of any of the foregoing, by a Participant with respect to Restricted Stock shall be subject to the same restrictions and the certificate(s) or other instruments representing or evidencing such shares or securities shall be legended and deposited with the Company in the manner provided in Section 3 hereof. 3 5. Effect of Change in Control. Each of the events specified in the --------------------------- following clauses (i) through (iii) of this Section 5 shall be deemed a "change of control": (i) any third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial owner of shares of the Company with respect to which 25% or more of the total number of votes may be cast for the election of the Board of Directors of the Company, (ii) as a result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company shall cease to constitute a majority of the Board of Directors of the Company, or (iii) the shareholders of the Company shall approve an agreement providing either for a transaction in which the Company will cease to be an independent publicly owned entity or for a sale or other disposition of all or substantially all the assets of the Company. If the Continuous Service of any Participant is involuntarily terminated for whatever reason, at any time within twelve months after a change in control, unless the Committee shall have otherwise provided, any Restricted Period and Performance Requirements with respect to Restricted Stock theretofore awarded to such Participant shall lapse upon such termination and all Shares awarded as Restricted Stock shall become fully vested in the Participant to whom such Shares were awarded. 6. Assignments and Transfers. No Award nor any right or interest of a ------------------------- Participant under the Plan in any instrument evidencing any Award under the Plan may be assigned, encumbered or transferred except, in the event of the death of a Participant, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA or the rules thereunder. 7. Administration. The Plan shall be administered by a Committee -------------- consisting of two or more members of the Board of Directors, each of whom shall be a Non-Employee Director. The members of the Committee shall be appointed by the Board of Directors of the Company. Except as limited by the express provisions of the Plan, the Committee shall have sole and complete authority and discretion to (i) select Participants and grant Awards; (ii) determine the number of shares to be subject to types of Awards generally, as well as to individual Awards granted under the Plan; (iii) determine the terms and conditions upon which Awards shall be granted under the Plan; (iv) prescribe the form and terms of instruments evidencing such grants; and (v) establish from time to time regulations for the administration of the Plan, interpret the Plan, and make all determinations deemed necessary or advisable for the administration of the Plan. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by a majority of the Committee without a meeting, shall be acts of the Committee. 8. Shares Subject to Plan. Subject to adjustment by the operation of ---------------------- Section 4 hereof, the maximum number of Shares with respect to which Awards may be made under the Plan are 300,000 shares. The shares with respect to which Awards may be made under the Plan may be either authorized and unissued shares or issued shares heretofore or hereafter reacquired and held as treasury shares. An Award shall not be considered to have been made under the Plan with respect to Restricted Stock which is forfeited and new Awards may be granted under the Plan with respect to the number of Shares as to which such forfeiture has occurred. 4 9. Employee Rights Under the Plan. No officer or employee shall have ------------------------------ a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant and no officer, employee or other person shall have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Company or any Affiliate. Neither the Plan nor any action taken thereunder shall be construed as giving any employee any right to be retained in the employ of the Company or any Affiliate. 10. Withholding Tax. Upon the termination of the Restricted Period --------------- with respect to any shares of Restricted Stock, the Company shall withhold from any payment or distribution made under this Plan sufficient Shares to cover any applicable withholding and employment taxes. The Company shall have the right to deduct from all dividends paid with respect to shares of Restricted Stock the amount of any taxes which the Company is required to withhold with respect to such dividend payments. No discretion or choice shall be conferred upon any Participant with respect to the form, timing or method of any such tax withholding. 11. Amendment or Termination. The Board of Directors of the Company ------------------------ may amend, suspend or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, suspension or termination shall impair the rights of any Participant, without his consent, in any Award theretofore made pursuant to the Plan. 12. Term of Plan. The Plan shall become effective upon its adoption ------------ by the Board of Directors of the Company. It shall continue in effect for a term of ten years unless sooner terminated under Section 11 hereof. 13. Performance Criteria. No Plan Shares shall be granted in any -------------------- fiscal year in which the Association fails to meet the following: a) a return on average assets of 50 basis points for the fiscal year; and b) the Association is treated as adequately capitalized (as defined by FDIC regulations). 5 ITLA CAPITAL CORPORATION RECOGNITION AND RETENTION PLAN RESTRICTED STOCK AGREEMENT -------------------------- RS No. __ Shares of Restricted Stock are hereby awarded on ________________, by ITLA Capital Corporation (the "Corporation"), to __________________ (the "Grantee"), in accordance with the following terms and conditions, and the conditions contained in the ITLA Capital Corporation Recognition and Retention Plan (the "Plan"): 1. Share Award. The Corporation hereby awards the Grantee _____ shares ----------- (the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of the Corporation pursuant to the Plan, as the same may from time to time be amended, and upon the terms and conditions and subject to the restrictions therein and hereinafter set forth. A copy of the Plan as currently in effect is incorporated herein by reference and is attached hereto. 2. Restrictions on Transfer and Restricted Period. During the period ---------------------------------------------- (the "Restricted Period") commencing on ____________, 199_, and terminating on ________________, the Shares may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee, except as hereinafter provided. Except as set forth below, the Shares will vest at a rate of __% of the Shares per year of Continuous Service (as defined in the Plan) commencing on ________________ pursuant to the following schedule: % of the Date of Vesting Shares Vested --------------- ------------- Notwithstanding the foregoing, no portion of the Shares shall vest on any of the foregoing dates if as of the preceding fiscal year end, the Association fails to meet the following: a) a return on average assets of 50 basis points for the fiscal; and b) the Association is treated as adequately capitalized (as defined by FDIC regulations). Subject to the restrictions set forth in the Plan, the Committee referred to in Section 7 of the Plan or its successor (the "Committee") shall have the authority, in its discretion, to accelerate the time at which any or all of the restrictions shall lapse with respect to any Shares thereto, or to remove any or all of such restrictions, whenever the Committee may determine that such action is appropriate by reason of changes in applicable tax or other laws, or other changes in circumstances occurring after the commencement of the Restricted Period as described in the Plan. 3. Termination of Service. If the Grantee ceases to maintain ---------------------- "Continuous Service" (as defined in the Plan) for any reason other than change of control, as described in Section 5 of the Plan, death, total or partial disability, or normal or early retirement, all shares which at the time of such termination of Continuous Service are subject to the restrictions imposed by Section 2 above shall upon such termination of Continuous Service be forfeited to the Corporation. If the Grantee ceases to maintain "Continuous Service" (as defined in the Plan) by reason of change of control, as described in Section 5 of the Plan, death, total or partial disability or normal or early retirement, the Shares then still subject to restrictions imposed by Section 2 of this Agreement shall be free of those restrictions as provided in the Plan. 4. Certificates for the Shares. The Corporation shall issue ____ --------------------------- certificates in the name of the Grantee, each in respect of __% of the Shares, and shall hold each such certificate on deposit for the account of the Grantee until the expiration of the Restricted Period with respect to the Shares represented thereby. Such certificates shall bear the following legend: The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) contained in the Recognition and Retention Plan of ITLA Capital Corporation. Copies of such Plan are on file in the offices of the Secretary of ITLA Capital Corporation, 7979 Ivanhoe Avenue, La Jolla, California 92037. The Grantee further agrees that simultaneously with the execution of this Agreement, the Grantee shall execute ____ stock powers in favor of the Corporation, each with respect to __% of the Shares, and shall promptly deliver such stock powers to the Corporation. 5. Grantee's Rights. Except as otherwise provided herein, the ---------------- Grantee, as owner of the Shares, shall have all rights of a stockholder. During the Restricted Period, the Grantee shall not vote such Shares as to which the Restricted Period has not yet lapsed or expired (the "Restricted Shares"). The Grantee hereby appoints a Trust Officer at _________________________________ to vote all Restricted Shares, in [his/her] sole discretion, at any annual and special meetings of the stockholders of the Corporation and at any continuations and adjournments of such meetings, upon any matters coming before such meetings or adjournments. The Grantee agrees that [he/she] shall from time to time appoint such other person or persons to vote the Restricted Shares as the Committee in its sole discretion may designate. The Grantee further agrees that with respect to Restricted Shares, [he/she] shall grant no proxy to vote such shares except pursuant to this Section 5 of this Agreement, nor shall [he/she] revoke any proxy granted pursuant to this Section 5 except with the consent of the Committee. Dividends, if any, paid on the Restricted Shares shall be held by the Corporation for the account of the Grantee. All such withheld dividends shall earn interest at an annual rate determined by the Committee. Such dividends and accrued interest thereon shall be paid to the Grantee as provided in the Plan. 6. Expiration of Restricted Period. Upon the lapse or expiration of ------------------------------- the Restricted Period with respect to a portion of the Shares, the Corporation shall deliver to the Grantee (or in the case of a deceased Grantee, to [his/her] legal representative) the certificate in respect of such shares and the related stock power held by the Corporation pursuant to Section 4 above. The Shares as to which the Restricted Period shall have lapsed or expired shall be free of the RS-2 restrictions referred to in Section 2 above and such certificate shall not bear the legend provided for in Section 4 above. 7. 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 reorganization, recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any change in the corporate structure of the Corporation or in the shares of Common Stock, the number and class of shares covered by this Agreement shall be appropriately adjusted by the Committee, whose determination shall be conclusive. Any shares of Common Stock or other securities received, as a result of the foregoing, by the Grantee with respect to Shares subject to the restrictions contained in Section 2 above also shall be subject to such restrictions and the certificate or other instruments representing or evidencing such shares or securities shall be legended and deposited with the Corporation in the manner provided in Section 4 above. 8. Plan and Plan Interpretations as Controlling. The Shares hereby -------------------------------------------- awarded 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 Grantee or [his/her] legal representatives with regard to any question arising hereunder or under the Plan. 9. Grantee Service. Nothing in this Agreement shall limit the right --------------- of the Corporation or any of its Affiliates to terminate the Grantee's service as a director, advisory director, director emeritus, officer or employee, or otherwise impose upon the Corporation or any of its Affiliates any obligation to employ or accept the services of the Grantee. 10. Withholding and Social Security Taxes. Upon the termination of the ------------------------------------- Restricted Period with respect to any Shares the Corporation may, in its sole discretion, withhold a sufficient number of Shares or withhold sufficient cash to cover any applicable withholding and employment taxes. Alternatively, the Corporation may require the Grantee to pay the Corporation the amount of any taxes which the Corporation is required to withhold with respect to the Shares. The Corporation shall have the right to deduct from all dividends paid on the Restricted Stock the amount of any taxes which the Corporation is required to withhold with respect to such dividend payments. 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 laws. 11. Grantee Acceptance. The Grantee shall signify [his/her] acceptance ------------------ of the terms and conditions of this Agreement by signing in the space provided below and signing the attached stock powers and returning a signed copy thereof and of the attached stock powers to the Corporation. IF A FULLY EXECUTED COPY HEREOF AND THE ATTACHED STOCK POWERS HAVE NOT BEEN RECEIVED BY THE CORPORATION, THE CORPORATION MAY REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS AGREEMENT. RS-3 IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK AGREEMENT to be executed as of the date first above written. ITLA CAPITAL CORPORATION By: --------------------------------- ACCEPTED: -------------------------------------- -------------------------------------- (Street Address) -------------------------------------- (City, State & Zip Code) RS-4 STOCK POWER ----------- For value recieved, I hereby sell, assign, and transfer to ITALA Capital Corpotation (the "Corporation") shares of the Corporation, standing in my name --- on the books and records of the capital stock of the Corporation, standing in my name on the books and records of the aforesaid Corporation, represented by Certificate No. and do hereby irrevocably constitute and appoint the Secretary --- of the Corporation attorney, with full power of substitution, to transfer this stock on the books and records of the aforsaid Corporation. ----------------------------- Dated: ---------------------- In presence of: - ---------------------------- SP-1 EX-5 3 OPINION OF COUNSEL Exhibit 5 June 6, 1997 Board of Directors ITLA Capital Corporation 7979 Ivanhoe Avenue, La Jolla, California 92037 Members of the Board: We have acted as counsel to ITLA Capital Corporation (the "Corporation") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 300,000 shares of the Corporation's Common Stock, $.01 par value per share (the "Common Stock"), to be offered pursuant to the Recognition and Retention Plan of the Corporation (the "Plan"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan and agreements thereto, the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and such other documents and corporate records as we deem appropriate for the purpose of rendering this opinion. Based upon the foregoing, it is our opinion that: 1. The shares of Common Stock being so registered have been duly authorized. 2. The shares of Common Stock to be offered by the Corporation will be, when and if issued, sold and paid for as contemplated by the Plan, legally issued, fully paid and non-assessable shares of Common Stock of the Corporation. Very truly yours, /s/SILVER, FREEDMAN & TAFF, L.L.P. ---------------------------------- SILVER, FREEDMAN & TAFF, L.L.P. EX-23.1 4 CONSENT OF SILVER FREEDMAN TAFF Exhibit 23.1 June 6, 1997 Board of Directors ITLA Capital Corporation 7979 Ivanhoe Avenue La Jolla, California 92037 Members of the Board: We hereby consent to the inclusion of our opinion as Exhibit 5 of this Registration Statement and the reference to our firm in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/SILVER, FREEDMAN & TAFF, L.L.P. ---------------------------------- SILVER, FREEDMAN & TAFF, L.L.P. EX-23.2 5 CONSENT OF ARTHUR ANDERSEN Exhibit 23.2 ARTHUR ANDERSEN LLP Board of Directors ITLA Capital Corporation 7979 Ivanhoe Avenue La Jolla, California 92037 Members of the Board: As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 19, 1997 included in the ITLA Capital Corporation's Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ------------------------ ARTHUR ANDERSEN LLP Los Angeles, California June 9, 1997 EX-23.3 6 CONSENT OF GRANT THORTON Exhibit 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated February 23, 1996 (except for the sixth paragraph of Note 13, as to which the date is March 11, 1996), accompanying the consolidated financial statements incorporated by reference in the Annual Report of ITLA Capital Corporation on Form 10-K for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said report in the Registration Statement of ITLA Capital Corporation on Form S-8 (effective June 9, 1997). /s/Grant Thornton LLP --------------------- Grant Thornton LLP Los Angeles, California June 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----