As filed with the Securities and Exchange Commission on December 9, 2013
     
 
Registration Statement No. 333-______
     
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
     
 
FORM S-8
 
     
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
     
PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
     
Delaware
 
33-0704889
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
3756 Central Avenue, Riverside, California
 
92506
(Address of principal executive offices)
 
(Zip code)
     
Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
(Full title of the plan)
     
Donavon P. Ternes
President, Chief Operating Officer
and Chief Financial Officer
Provident Financial Holdings, Inc.
3756 Central Avenue
Riverside, California 92506
(951) 686-6060
 
John F. Breyer, Jr., Esquire
Breyer & Associates PC
8180 Greensboro Drive
Suite 785
McLean, Virginia 22102
(703) 883-1100
(Name, address and telephone number of agent for service)

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
  Large accelerated filer [ ]   Accelerated filer [ Ö ]
  Non-accelerated filer [ ]  Smaller reporting company [ ] 
     
     
                                                  
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be registered
Proposed maximum offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common stock,
$.01 par value per share
 
600,000 (1)
 
$14.65 (2)
 
$8,790,000
 
$1,133
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of the registrant.
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, calculated on the basis of $14.65 per share, the average of the high and low sale prices per share of the registrant’s common stock on the Nasdaq Global Select Market on December 5, 2013.

 
 
 
 
 
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 Provident Financial Holdings, Inc. 2013 Equity Incentive Plan, as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933.  This document is not being filed with the Commission, but constitutes (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.
 
 
 

 
I-1
 
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3 .   Incorporation of Documents by Reference

The following documents previously or concurrently filed by Provident Financial Holdings, Inc. (the “Registrant”) with the Commission are hereby incorporated by reference into this Registration Statement and the prospectus to which this Registration Statement relates (the “Prospectus”):

 
(a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 (File No. 000-28304), filed with the Commission on September 13, 2013;

 
(b)
the Registrant’s Quarterly Report on Form 10-Q (File No. 000-28304) for the fiscal quarter ended September 30, 2013, filed with the Commission on November 12, 2013;

 
(c)
the Registrant’s Current Reports on Form 8-K filed with the Commission on October 29, 2013 and October 31, 2013; and

 
(d)
the description of the Registrant’s common stock, par value $0.01 per share, set forth in its Registration Statement on Form 8-A, registering its common stock, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and all amendments thereto or reports filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (excluding any portions of such documents that have been “furnished” and not “filed” for purposes of the Exchange Act) after the filing of this Registration Statement, 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 the Prospectus and to be a part hereof and 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 Registrant 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:  Investor Relations, Provident Financial Holdings, Inc., 3756 Central Avenue, Riverside, California 92506, telephone number (951) 686-6060.

All information appearing in this Registration Statement is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein by reference.

Item 4 .   Description of Securities

Not Applicable

Item 5 .   Interests of Named Experts and Counsel

Not Applicable
 
 
 
II-1
 

Item 6 .   Indemnification of Directors and Officers

Article XVII of the Registrant’s Certificate of Incorporation requires indemnification of any person who is or was a director, officer or employee of the Registrant for expenses actually and reasonably incurred in connection with the defense or settlement of any threatened, pending or completed action, suit or proceeding, including, but not limited to, expenses (including attorneys’ fees), amounts paid in settlement, judgments and fines.  The person seeking indemnification must meet the minimum standard of behavior, as set forth in the Certificate of Incorporation.

Section 145 of the Delaware General Corporation Law provides for permissible and mandatory indemnification of directors, officers, employees and agents in certain circumstances.  Section 145(a) provides a corporation with the power to indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding (other than a derivative action), by reason of the fact that the person is or was a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.  Section 145(b) provides similarly with respect derivative actions; however no indemnification shall be made if the person seeking indemnification has been adjudged to be liable to the corporation unless the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145(c) provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 145(a) and 145(b), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.  Section 145(d) provides that any indemnification under Sections 145(a) and 145(b) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct.  Section 145(j) provides that the indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The Registrant maintains liability insurance for the benefit of its officers and directors.

The above discussion of the Registrant’s Certificate of Incorporation and the Delaware General Corporation Law is not intended to be exhaustive and is qualified in its entirety by such Certificate of Incorporation and statutes.

Item 7 .   Exemption From Registration Claimed

Not Applicable


 
 
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Item 8 .   Exhibits

The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8:

Exhibit
Number
 
 
Description of Document
     
    4.1(a)
 
Certificate of Incorporation of the Registrant (1)
     
    4.1(b)
 
Certificate of Amendment to Certificate of Incorporation of the Registrant as filed with the Delaware Secretary of State on November 24, 2009 (2)
     
4.2
 
Bylaws of the Registrant (3)
     
4.3
 
Form of Certificate of Common Stock of the Registrant (1)
     
5
 
Opinion of Breyer & Associates PC
     
10.1
 
Provident Financial Holdings, Inc. 2013 Equity Incentive Plan (4)
     
10.2
 
Form of Incentive Stock Option Agreement under the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
     
10.3
 
Form of Non-Qualified Stock Option Agreement under the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
     
10.4
 
Form of Restricted Stock Agreement under the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
     
23.1
 
Consent of Deloitte & Touche LLP
     
23.2
 
Consent of Breyer & Associates PC (contained in its opinion filed as Exhibit 5)
     
24
 
Power of attorney (contained in the signature page of the Registration Statement)
     
(1)
Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 (333-2230).
(2)
Incorporated by reference to Exhibit 3.1(b) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013.
(3)
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 5, 2013.
(4)
Included as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting of Shareholders held on November 27, 2013.

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: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change in such information in the Registration Statement; provided, however, that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

2.      That, for the purposes 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 the initial bona fide offering thereof.
 
 
 
II-3
 
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.

(b)   The undersigned Registrant hereby undertakes that, for the 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to 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, officer and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

 
 
II-4
 
 
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 of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Riverside, State of California, on December 9, 2013.
 
 
PROVIDENT FINANCIAL HOLDINGS, INC.
   
   
 
By:  /s/ Craig G. Blunden                                              
          Craig G. Blunden
 
       Chairman and Chief Executive Officer
       (Duly Authorized Representative)
 
POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.  Each person whose signature appears below hereby makes, constitutes and appoints Craig G. Blunden his or her true and lawful attorney, with full power to sign for such person and in such person’s name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorney to any and all amendments.

Signature
 
Title
 
Date
 
/s/ Craig G. Blunden  
       
Craig G. Blunden
 
Chairman and Chief Executive Officer (Principal Executive Officer)
 
December 9, 2013
 
/s/ Donavon P. Ternes  
       
Donavon P. Ternes
 
President, Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)
 
December 9, 2013
 
/s/ Joseph P. Barr  
       
Joseph P. Barr
 
 
Director
 
December 9, 2013
 
/s/ Bruce W. Bennett  
       
Bruce W. Bennett
 
 
Director
 
December 9, 2013
 
/s/ Judy A. Carpenter  
       
Judy A. Carpenter
 
Director
 
December 9, 2013
 
/s/ Debbi H. Guthrie  
       
 
Debbi H. Guthrie
 
 
Director
 
December 9, 2013
 
/s/ Roy H. Taylor  
       
Roy H. Taylor
 
 
Director
 
December 9, 2013
 
/s/ William E. Thomas  
       
William E. Thomas
 
 
Director
 
December 9, 2013


 
 
II-5
 
PROVIDENT FINANCIAL HOLDINGS, INC.

EXHIBIT INDEX

Exhibit
Number
 
 
Description of Document
     
5
 
Opinion of Breyer & Associates PC
     
10.2
 
Form of Incentive Stock Option Agreement under the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
     
10.3
 
Form of Non-Qualified Stock Option Agreement under the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
     
10.4
 
Form of Restricted Stock Agreement under the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
     
23.1
 
Consent of Deloitte & Touche LLP
     
23.2
 
Consent of Breyer & Associates PC (contained in its opinion filed as Exhibit 5)
     
24
 
Power of attorney (contained in the signature page of the Registration Statement)
 
 
II-6

Exhibit 5
 [Letterhead of Breyer & Associates PC]
 
December 9, 2013



Board of Directors
Provident Financial Holdings, Inc.
3756 Central Avenue
Riverside, California 92506

Ladies and Gentlemen:

We have acted as special counsel to Provident Financial Holdings, Inc., a Delaware 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, as amended (the “Registration Statement”) relating to the 600,000 shares of the Corporation’s common stock, par value $.01 per share (the “Common Stock”), to be offered pursuant to the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan (the “Plan”).

In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Corporation’s certificate of incorporation and bylaws, resolutions of the Corporation’s Board of Directors and such other documents and corporate records as we deemed appropriate for the purpose of rendering this opinion.  We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies.  We have further assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers, and individuals and statements of fact, on which we are relying, and have made no independent investigations thereof.

Based upon the foregoing, it is our opinion that:
 
1.   The shares of Common Stock being so registered have been duly authorized.
 
2.   Such shares will be, when and if issued, sold and paid for as contemplated by the Plan, validly issued, fully paid and non-assessable.
 
In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the Delaware General Corporation Law, as currently in effect.  This opinion is limited to the facts bearing on this opinion as they exist on the date of this letter.  We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement.  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.
 
  Sincerely, 
   
   
  /s/Breyer & Associates PC 
   
 
BREYER & ASSOCIATES PC
 
 


Exhibit 10.2

Form of Incentive Stock Option Agreement under the
Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PROVIDENT FINANCIAL HOLDINGS, INC.
 
2013 EQUITY INCENTIVE PLAN
 
INCENTIVE STOCK OPTION AGREEMENT


ISO No. _____

This Option is granted on ___________ (the “Grant Date”), by Provident Financial Holdings, Inc. (the “Company”), to _______________ (the “Optionee”), in accordance with the following terms and conditions:

1.   Option Grant and Exercise Period .  The Company hereby grants to the Optionee an Incentive Stock Option (“Option”) to purchase, pursuant to the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of ___ shares (the “Option Shares”) of the common stock of the Company (“Common Stock”) at the price of $______ per share (the “Exercise Price”).  A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Award Agreement.

This Option shall be exercisable only during the period (the “Exercise Period”) commencing on the dates set forth in Section 2 below, and ending at 5:00 p.m., Riverside, California time, on the date ten years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date, ” subject to earlier expiration in accordance with Section 5 in the event of a Termination of Service.  The aggregate Fair Market Value (as determined on the Grant Date) of the Option Shares with respect to which Incentive Stock Options are exercisable for the first time by the Optionee during any calendar year (under this Plan or any other plan of the Company or an Affiliate) shall not exceed One Hundred Thousand Dollars ($100,000.00).  To the extent that this Option does not qualify as an Incentive Stock Option for any reason, it shall be deemed ab initio to be a Non-Qualified Stock Option.

2.   Method of Exercise of This Option .  This Option may be exercised during the Exercise Period, with respect to not more than the cumulative number of Option Shares set forth below on or after the dates indicated, by giving written notice to the Company as hereinafter provided specifying the number of Option Shares to be purchased.  The number of Option Shares that are exercisable on a particular date pursuant to this Section 2 shall not be accelerated by the Committee (as defined in the Plan) except in connection with a Change in Control as set forth in Section 9 of this Award Agreement, or in the event of the death or Disability of the Optionee.
 
Cumulative Number of Option 
          Shares Exercisable         
Date
   


The notice of exercise of this Option shall be in the form prescribed by the Committee referred to in Article IV of the Plan and directed to the address set forth in Section 12 below.  The date of exercise is the date on which such notice is received by the Company.  Such notice shall be accompanied by payment in full of the Exercise Price for the Option Shares to be purchased upon such exercise.  Payment shall be made (i) in cash, which may be in the form of a check, money order, cashier's check or certified check, payable to the Company, (ii) by delivering shares of Common Stock already owned by the Optionee for a period of more than six months having a Fair Market Value equal to
 
 
 
 
the Exercise Price, (iii) by the Company withholding shares of Common Stock otherwise issuable upon exercise having a Fair Market Value equal to the aggregate Exercise Price or (iv) a combination of the above.  Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the shares of Common Stock so purchased or cause the shares of Common Stock to be issued by book entry procedures, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law.

3.   Delivery and Registration of Shares of Common Stock .  The Company's obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the Optionee’s compliance with the terms and provisions of Article V of the Plan.

4.   Nontransferability of This Option .  This Option may not be assigned, encumbered, transferred, pledged or hypothecated except, (i) in the event of the death of the Optionee, by will or the applicable laws of descent and distribution or (ii) pursuant to a Domestic Relations Order.  This Option is exercisable during the Optionee’s lifetime only by the Optionee or a person acting with the legal authority of 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 Company and any person acting with the legal authority of the Optionee or to whom this Option is transferred in accordance with this Section 4.

5.   Termination of Service or Death of the Optionee .  Except as provided in this Section 5 and Section 9 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise.

If the Optionee incurs a Termination of Service for any reason excluding Termination for Cause, the Optionee may, but only within the period of three months (or one year in the case of death, Disability or Retirement) immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service.  If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of his termination, except as provided in Section 9 below.

In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the three-month period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death, exercise this Option at any time within one year following the death of the Optionee, but in no event after the Expiration Date.  Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred by will or by the laws of descent and distribution, the amount by which the Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised.  Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option and of the Plan.

 
2
 
6.   Notice of Sale .  The Optionee or any person to whom the Option Shares shall have been transferred shall promptly give notice to the Company 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 specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 12 below.

7.   Adjustments for Changes in Capitalization of the Company .  In the event of any change in the outstanding shares of Common Stock by reason of any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of shares or other securities, stock split, stock dividend, special cash dividend or other special and nonrecurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the number and class of shares covered by this Option and the Exercise Price shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

8.   Effect of Merger or Other Reorganization .  In the event of any merger, consolidation or combination of the Company with or into another corporation (other than a merger, consolidation or combination in which the Company is the continuing corporation and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Optionee shall have the right (subject to the provisions of the Plan and the limitations contained herein), thereafter and during the Exercise Period, to receive upon exercise of this Option an amount equal to the excess of the Fair Market Value on the date of such exercise of the securities, cash or other property, or combination thereof, receivable upon such merger, consolidation or combination in respect of a share of Common Stock over the Exercise Price, multiplied by the number of Option Shares with respect to which this Option shall have been exercised.  Such amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in such merger, consolidation or combination, or partly in cash and partly in one or more of such kind or kinds of property, all in the discretion of the Committee.

9.   Effect of Change in Control .  If a Change in Control shall occur, and the Optionee incurs an Involuntary Termination within the 12-month period commencing with the effective date of the Change in Control, this Option shall (to the extent it is not then exercisable) become exercisable in full upon the happening of such events; provided, however, that this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

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

11.   Withholding Tax .  The Company shall have the power and the right to deduct or withhold, or require a Person to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any grant, exercise or payment made under or as a result of the Plan.  In this regard, where any Person is entitled to receive Shares, the Company shall have the right to require such Person to pay to the Company or any of its Affiliates the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld.

12.   Notices .  All notices to the Company shall be delivered or mailed to it addressed to the Secretary of Provident Financial Holdings, Inc., 3756 Central Avenue, Riverside, California
 
 
3
 
92506.  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 Company or to the Optionee, as the case may be.

13.   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.  Capitalized terms used herein which are not defined in this Award Agreement shall have the meaning ascribed to such terms in the Plan.  All determinations and interpretations made in the discretion of the Committee shall be final and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.

14.   Optionee Service .  Nothing in this Option shall limit the right of the Company or any of its Affiliates to terminate the Optionee’s service as a director, advisory director, or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Optionee.

15.   Amendment .  The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Award Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision hereof which may adversely affect the Optionee without the Optionee’s (or his legal representative’s) written consent.

16. 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 Company at the address set forth in Section 12 above.

IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be executed as of the date first above written.

 
PROVIDENT FINANCIAL HOLDINGS, INC.


 
By: ______________________________________
 
Its:   ______________________________________

 
ACCEPTED:



 
_________________________________________
 
(Signature)

 
_________________________________________
 
(Street Address)

 
_________________________________________
 
(City, State and Zip Code)
 
 
 
 
 
4
Exhibit 10.3
 
Form of Non-Qualified Stock Option Agreement under the
Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

PROVIDENT FINANCIAL HOLDINGS, INC.
 
2013 EQUITY INCENTIVE PLAN
 
NON-QUALIFIED STOCK OPTION AGREEMENT

NQSO No. ____

This Option is granted on __________, ____ (the “Grant Date”), by Provident Financial Holdings, Inc. (the “Company”), to ____________ (the “Optionee”), in accordance with the following terms and conditions:

1.   Option Grant and Exercise Period .  The Company hereby grants to the Optionee a Non-Qualified Stock Option (“Option”) to purchase, pursuant to the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of ________ shares (the “Option Shares ” ) of the common stock of the Company (“Common Stock”) at the price of $_____ per share (the “Exercise Price”).  A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Award Agreement.

This Option shall be exercisable only during the period (the “Exercise Period”) commencing on the dates set forth in Section 2 below, and ending at 5:00 p.m., Riverside, California time, on the date ten years after the Grant Date, such later time and date being hereinafter referred to as the “Expiration Date,” subject to earlier expiration in accordance with Section 5 in the event of a Termination of Service.

2.   Method of Exercise of This Option .  This Option may be exercised during the Exercise Period, with respect to not more than the cumulative number of Option Shares set forth below on or after the dates indicated, by giving written notice to the Company as hereinafter provided specifying the number of Option Shares to be purchased.  The number of Option Shares that are exercisable on a particular date pursuant to this Section 2 shall not be accelerated by the Committee (as defined in the Plan) except, to the extent provided in this Award Agreement, in the event of the death or Disability of the Optionee, or in connection with a Change in Control.

Cumulative Number of
Option Shares Exercisable                                                                             Date




The notice of exercise of this Option shall be in the form prescribed by the Committee referred to in Article IV of the Plan and directed to the address set forth in Section 11 below.  The date of exercise is the date on which such notice is received by the Company.  Such notice shall be accompanied by payment in full of the Exercise Price for the Option Shares to be purchased
 
 
 
 
upon such exercise.  Payment shall be made (i) in cash, which may be in the form of a check, money order, cashier’s check or certified check, payable to the Company, (ii) by delivering shares of Common Stock already owned by the Optionee for a period of more than six months having a Fair Market Value equal to the aggregate Exercise Price, (iii) by the Company withholding shares of Common Stock otherwise issuable upon exercise having a Fair Market Value equal to the Exercise Price or (iv) a combination of the above.  Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the shares of Common Stock so purchased or cause the shares of Common Stock to be issued by book entry procedures, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law.

3.   Delivery and Registration of Shares of Common Stock .  The Company’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the Optionee’s compliance with the terms and provisions of Article V of the Plan.

4.   Nontransferability of This Option .  This Option may not be assigned, encumbered, transferred, pledged or hypothecated except, (i) in the event of the death of the Optionee, by will or the applicable laws of descent and distribution, or (ii) pursuant to a Domestic Relations Order, or (iii) in a gift to a Family Member of the Optionee, if such transfer is approved by the Committee.  During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee or a person acting with the legal authority of 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 Company and any person acting with the legal authority of the Optionee or to whom this Option is transferred in accordance with this Section 4.

5.   Termination of Service or Death of the Optionee .  Except as provided in this Section 5 and Section 8 below, and notwithstanding any other provision of this Option to the contrary, this Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time of such exercise.

If the Optionee incurs a Termination of Service for any reason (including death, Disability or Retirement) excluding Termination for Cause, the Optionee may, but only within the period of one year immediately succeeding such Termination of Service and in no event after the Expiration Date, exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of Termination of Service.  If the Optionee incurs a Termination of Service for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of his termination, except as provided in Section 8 below.

In the event of the death of the Optionee prior to the Optionee’s Termination of Service or during the one year period referred to in the immediately preceding paragraph, the person or persons to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the Optionee was entitled to exercise this Option on the date of the Optionee’s death,
 
 
2
 
exercise this Option at any time within one year following the death of the Optionee, but in no event after the Expiration Date.  Following the death of the Optionee, the Committee may, in its sole discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom this Option is transferred pursuant to Section 4 the amount by which the Fair Market Value per share of Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option Share, multiplied by the number of Option Shares with respect to which this Option is properly exercised.  Any such settlement of this Option shall be considered an exercise of this Option for all purposes of this Option and of the Plan.

6.   Adjustments for Changes in Capitalization of the Company .  In the event of any change in the outstanding shares of Common Stock by reason of any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of shares or other securities, stock split, stock dividend, special cash dividend or other special and nonrecurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the number and class of shares covered by this Option and the Exercise Price shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

7.   Effect of Merger or Other Reorganization .  In the event of any merger, consolidation or combination of the Company with or into another corporation (other than a merger, consolidation or combination in which the Company is the continuing corporation and which does not result in the outstanding shares of Common Stock being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Optionee shall have the right (subject to the provisions of the Plan and the limitations contained herein), thereafter and during the Exercise Period, to receive upon exercise of this Option an amount equal to the excess of the Fair Market Value on the date of such exercise of the securities, cash or other property, or combination thereof, receivable upon such merger, consolidation or combination in respect of a share of Common Stock over the Exercise Price, multiplied by the number of Option Shares with respect to which this Option shall have been exercised.  Such amount may be payable fully in cash, fully in one or more of the kind or kinds of property payable in such merger, consolidation or combination, or partly in cash and partly in one or more of such kind or kinds of property, all in the discretion of the Committee.

8.   Effect of Change in Control .  If a Change in Control shall occur, and the Optionee incurs an Involuntary Termination within the 12-month period commencing with the effective date of the Change in Control, this Option shall (to the extent it is not then exercisable) become exercisable in full upon the happening of such events; provided, however, that this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

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

10.   Withholding Tax .  The Company shall have the power and the right to deduct or withhold, or require a Person to remit to the Company, an amount sufficient to satisfy Federal, state and local taxes (including the Participant’s FICA obligation) required by law to be withheld
 
 
3
 
with respect to any grant, exercise or payment made under or as a result of the Plan.  In this regard, where any Person is entitled to receive Shares, the Company shall have the right to require such Person to pay to the Company or any of its Affiliates the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the minimum amount required to be withheld.

11.   Notices .  All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Provident Financial Holdings, Inc., 3756 Central Avenue, Riverside, California 92506.  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 Company or to the Optionee, as the case may be.

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.  Capitalized terms used herein which are not defined in this Award Agreement shall have the meaning ascribed to such terms in the Plan.  All determinations and interpretations made in the discretion of the Committee shall be final 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 Company or any of its Affiliates to terminate the Optionee’s service as a director, advisory director, director emeritus, or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Optionee.

14.   Amendment .  The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Award Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision hereof which may adversely affect the Optionee without the Optionee’s (or his legal representative’s) written consent.

15.   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 Company at the address set forth in Section 11 above.
 
 

 
 
4
 

IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be executed as of the date first above written.

PROVIDENT FINANCIAL HOLDINGS, INC.



By: ____________________________
Its: ____________________________



ACCEPTED:


____________________________________
(Signature)


____________________________________
(Street Address)


____________________________________
(City, State and Zip Code)
 
 
 
 
 
5
Exhibit 10.4

Form of Restricted Stock Agreement under the
Provident Financial Holdings, Inc. 2013 Equity Incentive Plan
 
 
 
 
 
 
PROVIDENT FINANCIAL HOLDINGS, INC.
 
2013 EQUITY INCENTIVE PLAN
 
RESTRICTED STOCK AGREEMENT

RS No. __

Shares of Restricted Stock are hereby awarded on ___________, ____, by Provident Financial Holdings, Inc. (the “Company”), to ______________ (the “Grantee”), in accordance with the following terms and conditions:

1.            Share Award .  The Company hereby awards to the Grantee _________ shares (“Shares”) of common stock of the Company (“Common Stock”) pursuant to the Provident Financial Holdings, Inc. 2013 Equity Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions and subject to the restrictions in the Plan and as 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 the date of this Award Agreement and terminating on ___________, ____, Shares with respect to which the Restricted Period has not lapsed may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Grantee except, in the event of the death of the Grantee, by will or the laws of descent and distribution, pursuant to a D omestic Relations Order, pursuant to a Family Member as and to the extent permitted by the Plan, or as hereinafter provided.  Shares with respect to which the Restricted Period has lapsed shall sometimes be referred to herein as “Vested.”

Provided that the Grantee does not incur a Termination of Service, Shares shall become Vested in accordance with the following schedule:

Date of Vesting
Number of Shares Vested
   



The Committee referred to in Article IV of the Plan 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 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, changes in circumstances occurring after the commencement of the Restricted Period, or any other reason.

3.            Termination of Service .  Except as provided in Section 8 below, if the Grantee incurs a Termination of Service for any reason (other than death or Disability), all Shares which
 
 
 
 
are not Vested at the time of such Termination of Service shall upon such Termination of Service be forfeited to the Company.  If the Grantee incurs a Termination of Service by reason of death or Disability, all Shares awarded pursuant to this Award Agreement shall become Vested at the time of such termination, and the Shares shall not thereafter be forfeited.

4.            Certificates for the Shares .  The Company shall issue ____________ [same as number of vesting periods] certificates in respect of the Shares in the name of the Grantee, as the Shares represented thereby become Vested.

5.            Grantee’s Rights .  Subject to all limitations provided in this Award Agreement, the Grantee, as owner of the Shares during the Restricted Period, shall have all the rights of a stockholder, except the right to receive dividends paid on the Shares and the right to vote such Shares (which dividend and voting rights are described 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 Company shall deliver to the Grantee (or in the case of a deceased Grantee, to his legal representative) the certificate in respect of such Shares.  The Shares as to which the Restricted Period shall have lapsed or expired shall be free of the restrictions referred to in Section 2 above.

7.            Adjustments for Changes in Capitalization of the Company .  In the event of any change in the outstanding shares of Common Stock by reason of any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, exchange of shares or other securities, stock split, stock dividend, special cash dividend or other special and nonrecurring dividend or distribution, liquidation, dissolution or other similar corporate transaction or event, the number and class of Shares covered by this Award 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 shall also be subject to such restrictions.

8.            Effect of Change in Control .  If a Change in Control shall occur, and the Grantee incurs an Involuntary Termination within the 12-month period commencing with the effective date of the Change in Control, all previously unvested Shares shall vest in full upon the happening of such events; provided, however, that no Shares which have previously been forfeited shall thereafter become Vested.

9.            Delivery and Registration of Shares of Common Stock .  The Company’s obligation to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the Grantee’s compliance with the terms and provisions of Article VI of the Plan.

10.            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.  Capitalized terms used herein which are not defined in this Award Agreement shall have the meaning ascribed to such terms in the Plan.  All determinations and
 
 
2
 
interpretations made in the discretion of the Committee shall be binding and conclusive upon the Grantee or his legal representatives with regard to any question arising hereunder or under the Plan.

11.            Grantee Service .  Nothing in this Award Agreement shall limit the right of the Company or any of its Affiliates to terminate the Grantee’s service as a director, advisory director, director emeritus, or employee, or otherwise impose upon the Company or any of its Affiliates any obligation to employ or accept the services of the Grantee.

12.            Withholding Tax .  Upon the termination of the Restricted Period with respect to any Shares (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Code, or any successor thereto), the Company may withhold from any payment or distribution made under the 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 the amount of any taxes which the Company is required to withhold with respect to such dividend payments.

13.            Amendment .  The Committee may waive any conditions of or rights of the Company or modify or amend the terms of this Award Agreement; provided, however, that the Committee may not amend, alter, suspend, discontinue or terminate any provision hereof which may adversely affect the Grantee without the Grantee’s (or his legal representative’s) written consent.

14.            Grantee Acceptance .  The Grantee shall signify his acceptance of the terms and conditions of this Award Agreement by signing in the space provided below, by signing the attached stock powers, and by returning a signed copy hereof and of the attached stock powers to the Company.
 
 
 
 

 
 
3
 
IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be executed as of the date first above written.

PROVIDENT FINANCIAL HOLDINGS, INC.



By: ____________________________
Its: ____________________________



ACCEPTED:


____________________________________
(Signature)


____________________________________
(Street Address)


____________________________________
(City, State and Zip Code)

 
 

 
4
Exhibit 23.1
 
[Letterhead of Deloitte & Touche LLP]




CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated September 13, 2013, relating to the consolidated financial statements of Provident Financial Holdings, Inc. and subsidiary (the “Corporation”) and the effectiveness of the Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Corporation for the year ended June 30, 2013, which is incorporated by reference in this Registration Statement.

/s/Deloitte & Touche LLP

Costa Mesa, California
December 6, 2013