EXHIBIT 4.7
AMENDMENT NO. 1 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT
THIS AMENDMENT NO. 1 to Senior Management Stock Option Agreement is made to
be effective as of the 1st day of January 1992 by and between Imperial Credit
Industries, Inc., (the "Corporation") and H. Xxxxx Xxxxxxx (the "Optionee").
R E C I T A L S
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WHEREAS, effective as of January 1, 1992, the parties hereto executed a
Senior Management Stock Option Agreement (the "Option Agreement") whereby
Optionee was granted Senior Management Stock Options (the "Options"); and
WHEREAS, the parties hereto and Imperial Bank, the Corporation's principal
shareholder, acknowledge that their intention at the time such Options were
granted was that such Options would be exercisable in the event of a Change of
Control (as defined herein) of the Corporation.
WHEREAS, due to clerical error at the time such Option Agreement was
drafted, such "Change of Control" provision did not appear in the Option
Agreement when originally drafted.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.
2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:
"This Option shall be exercisable at any time after January 1, 1997
(subject to the provisions of Section 1(b), (c), (d) and (e) herein)
and until December 31, 2001, unless sooner terminated as herein
provided;"
3. Section 1(e) is hereby added to the Option Agreement to read in full
as follows:
"(e) Notwithstanding the provisions of Section 1.1(a) herein, in the
event of a "Change of Control" of the Corporation, Optionee may
exercise all or part of the of the unexercised portion of this Option
at any time until the expiration of this Option. For purposes of this
Section 1(e), a "Change of
Control" of the Corporation means the occurrence of any of the
following events: (A) the acquisition of the Corporation by merger,
tender offer or otherwise by any person other than Imperial Bank or
any affiliate thereof (a "Third Party"); (B) the acquisition by a
Third Party of all or substantially all of the assets of the
Corporation or of Southern Pacific Thrift and Loan Association, the
Corporation's subsidiary; or (C) the acquisition by a Third Party of a
majority of the outstanding shares of the common stock of the
Corporation (including shares of common stock issuable upon conversion
of any outstanding shares of preferred stock).
4. No other provisions of the Option Agreement are affected by this
Amendment No. 1.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 1 to Stock Option Agreement effective as of the date first written
hereinabove.
"Corporation"
IMPERIAL CREDIT INDUSTRIES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, its President
"Optionee"
/s/ H. Xxxxx Xxxxxxx
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H. Xxxxx Xxxxxxx
