a8k020309ex10.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    K-Fed
Bancorp

    2004
STOCK OPTION PLAN

    


    STOCK
OPTION AGREEMENT

    (EMPLOYEES)

    


    A.           STOCK
OPTIONS for a total of _______ shares of Common Stock, par value $0.01 per
share, of K-Fed Bancorp (the “Company”) are hereby granted to
______________________________ (the “Participant” or
“you”).    The grant and terms of the Options shall be
subject in all respects to the K-Fed Bancorp 2004 Stock Option Plan (the “Stock
Option Plan”).  The terms of this Stock Option Agreement are subject
to the terms and conditions of the Stock Option Plan.

    B.           The
Option exercise price of the Common Stock is $___.__ per share, the Fair Market
Value (as defined in the Stock Option Plan) of the Common Stock on__________ __,
____, the date of grant.

    C.           The
Options granted hereunder shall vest ratably in five (5) approximately equal
installments commencing on the first anniversary of the date of grant, or
__________ __, ____,  and continuing each anniversary thereafter
through __________ __, ____ .  The Options
granted hereunder may be exercised for up to ten (10) years from the date of
grant, subject to sub-paragraph D below.

    D.           If
you terminate Continuous Service with the Company or its affiliates for any
reason other than death, disability, termination for cause, termination upon
normal retirement, or termination following a change in control, Options will be
exercisable only as to those Options in which you are vested at the time of such
termination for a period of up to three months following such
termination.  If you terminate Continuous Service with the Company due
to death or disability, or following a change in control or due to normal
retirement, your Options, whether or not exercisable at such time, will become
exercisable by you (or your legal representative or beneficiary) for one (1)
year following your cessation of Continuous Service.  In no event will
the period of exercise extend beyond the expiration of the Option
term.  If you are terminated for cause, all rights under this Stock
Option Agreement shall expire upon your termination.

    E.           Options
may not be exercised if the issuance of shares of Common Stock of the Company
upon such exercise would constitute a violation of any applicable federal or
state securities or other law or regulation.  The Participant, as a
condition to exercise of the Options, shall represent to the Company that the
shares of Common Stock of the Company that he acquires pursuant to such exercise
are being acquired by such Participant for investment and not with a present
view to distribution or resale, unless counsel for the Company is then of the
opinion that such a representation is not required under the Securities Act of
1933 or any other applicable law, regulation, or rule of any governmental
agency.

    F.           All
Options granted to you as Incentive Stock Options may not be transferred in any
manner otherwise than by will or the laws of descent and distribution, and may
be exercised by you during your lifetime.

    G.           A
copy of the Stock Option Plan is enclosed and your attention is invited to all
the provisions of the plan.  You will observe that you are not
required to exercise the Options as to any particular number or shares at one
time, but the Options must be exercised, if at all and to the extent exercised,
by no later than ten years from the date of grant.  The Options may be
exercised during such term only in accordance with the terms of the
plan.  In the event of any inconsistency between this Stock Option
Agreement and the Stock Option Plan, the terms of the Stock Option Plan will
control.

    H.           All
Options granted to you shall be deemed to be Incentive Stock Options, to the
extent permitted under the Internal Revenue Code and regulations.  Any
Incentive Stock Option which is not exercised within three (3) months of
termination of employment for reasons other than death or disability shall
become a Non-statutory Stock Option.  Any Incentive Stock Option not
exercised within one (1) year of termination of employment due to disability
shall become a Non-statutory Stock Option.  In order to obtain
Incentive Stock Option treatment for an Option exercised by the heirs or
devisees of an optionee, the death of the optionee must have occurred while the
optionee is employed by the Company or an affiliate, or within three (3) months
of the optionee’s termination of employment.

    
      	
              I.           
       

            	
               All
      exercises of the Options must be made by executing and
      returning

            


    

    the
Notice of Exercise of Stock Options attached hereto as Exhibit A, and upon
receipt of any shares of Common Stock upon the exercise of any Options the
recipient shall complete and return to the Company the Acknowledgment of Receipt
of Stock Option Shares attached hereto as Exhibit B.

    J.      Any
awards made hereunder pursuant to the terms of the Stock Option Plan shall, to
the extent necessary to comply with the American Jobs Creation Act of 2004 (the
“Act”) and subsequent guidance to be issued by the Treasury Department, be
deemed to be made in compliance with the Act from the date of grant and any
provisions inconsistent therewith shall be retroactively modified (if
modification is permitted within the terms of the Act) or stricken, if
necessary, to maintain compliance with the Act.  Such modification or
striking will include, by way of example and not limitation, the restructuring
of vesting provisions, if necessary, to comply with the Act.

    


    Dated:
_________________________

    


    
      	
              ATTEST:

            	
              K-FED
      BANCORP

            


    

    


    


    
      	
              By:
      ___________________________

            	
              By:________________________________

            


    


     


    
      
         


      

      
        
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    The
Participant acknowledges receipt of a copy of the K-Fed Bancorp 2004 Stock
Option Plan and represents that he is familiar with the terms and provisions
thereof.  The Participant hereby accepts the Options subject to all
the terms and provi­sions of such Stock Option Plan.  The
Participant hereby agrees to accept as binding, conclusive, and final all
decisions and interpretations of the committee established to administer such
Stock Option Plan upon any questions arising under such plan.

    


    Dated:  ______________

    


    By_________________________________

    Participant’s
Signature

     

                                                                            _________________________________

    Print Name

    



    
      
        
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