EXHIBIT 99.4
HIGHLAND BANCORP, INC.
AMENDMENT TO STOCK OPTION AGREEMENT
This Amendment to Stock Option Agreement (the "Amendment") is dated as of
the __ day of January, 1998, by and among Highland Bancorp, Inc., a Delaware
corporation (the "Company"), Highland Federal Bank, a federally chartered
savings bank (the "Bank"), and ________________ (the "Optionee").
WHEREAS, the Optionee holds an incentive [non-qualified] stock option (the
"Bank Option") issued by the Bank to acquire _______ shares of the common stock
of the Bank, $1.00 par value per share (the "Bank Common Stock"), at the
exercise price of $_____ per share, upon the terms and conditions set forth in a
written option agreement (the "Stock Option Agreement"), a copy of which is
attached hereto and incorporated herein by reference, subject to the provisions
of the Bank's 1994 Stock Option and Performance Share Award Plan (the "Plan").
WHEREAS, the Company, the Bank and Highland Federal Interim Savings Bank,
an interim federal savings bank organized for the sole purpose of effecting the
reorganization of the Bank into a holding company form of organization (the
"Reorganization"), have entered into that certain Plan of Reorganization and
Agreement of Merger dated December 11, 1997, pursuant to which the
Reorganization was completed December 16, 1997.
WHEREAS, in connection with the Reorganization, the Company has agreed to
assume the Bank Option held by the Optionee subject to, among other things, the
amendment of the Stock Option Agreement to provide for the issuance of shares of
the common stock of the Company, $0.01 par value per share (the "Company Common
Stock"), in lieu of Bank Common Stock upon exercise of the option.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises of the parties and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Assumption/Substitution of Option. The Company hereby issues to the
Optionee as an assumption of and in substitution for the Bank Option granted to
the Optionee pursuant to the Plan an option (the "Company Option") to purchase,
upon and subject to the same terms and conditions set forth in the Stock Option
Agreement, all or any part of a number of shares of Company Common Stock equal
to the number of shares of Bank Common Stock subject to the Bank Option, minus
any number of shares of Bank Common Stock acquired as a result of the exercise
of the Bank Option prior to completion of the Reorganization. The exercise
price per share of the Company Option shall be the same exercise price per share
as the Bank Option being assumed. The effective date of the issuance of the
Company Option shall be the date of completion of the Reorganization.
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2. Cancellation of Bank Option. Effective as of the completion of the
Reorganization, the terms and conditions of this Amendment are wholly
substituted for and replace the terms and conditions of the Stock Option
Agreement, except to the extent that the Stock Option Agreement is incorporated
by reference herein. To the extent that the terms and conditions of this
Amendment are inconsistent with any provision of the Stock Option Agreement, the
terms and conditions of this Amendment shall govern.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
HIGHLAND BANCORP, INC.
By:____________________________________________
HIGHLAND FEDERAL BANK
By:____________________________________________
_______________________________________________
Optionee
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