<PAGE> 1
Registration No. 333-
Filed April 16, 1999 ---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Fidelity Financial of Ohio, Inc.
- -------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Articles of Incorporation)
Ohio 31-1455721
- -------------------------- --------------------------------
(State of incorporation) (IRS Employer Identification No.)
5535 Glenway Avenue
Cincinnati, Ohio 45238
- -------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Options to purchase Common Stock of the Registrant issued by the Registrant
pursuant to an Agreement of Merger, dated as of September 28, 1998, among the
Registrant, Fidelity Acquisition Corporation and Glenway Financial Corporation
("Glenway"), upon conversion of options to purchase Common Stock of Glenway
under Glenway's 1990 Stock Option and Incentive Plan
- -------------------------------------------------------------------------------
(Full Title of the Plan)
<TABLE>
<S> <C>
Robert R. Sudbrook Copies to:
President and Chief Executive Officer Jeffrey D. Haas, Esq.
Fidelity Financial of Ohio, Inc. Patricia J. Wohl, Esq.
5535 Glenway Avenue Elias, Matz, Tiernan & Herrick L.L.P.
Cincinnati, Ohio 45238 734 15th Street, N.W.
(513) 922-5959 Washington, D.C. 20005
- -------------------------------------- (202) 347-0300
(Name, address and telephone number of
agent for service)
</TABLE>
Page 1 of 29 pages
Index to Exhibits is located on page 7
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Title of
Securities Amount Proposed Maximum Proposed Maximum
to be to be Offering Price Aggregate Amount of
Registered Registered(1) Per Share Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 90,036(2) $ 7.98(3) $ 718,487(3) $199.74
Common Stock,
par value $.10 68,250(4) $12.19(5) $ 831,968(5) 231.29
------ ------- ------
Total 158,286 $1,550,455 $431.03
======= ========= ======
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares of common stock, par value $.10 per
share ("Common Stock"), of Fidelity Financial of Ohio, Inc. (the "Company" or
"Registrant") registered hereby as a result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock.
(2) Represents the number of shares of Common Stock of the Company reserved
for issuance as a result of the conversion of outstanding options to purchase
common stock of Glenway Financial Corporation ("Glenway") into options to
purchase Common Stock of the Company pursuant to an Agreement of Merger, dated
as of September 28, 1998, among the Company, Fidelity Acquisition Corporation
and Glenway (the "Agreement").
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed Maximum
Offering Price Per Share is equal to the weighted average exercise price for
the options, as converted, to purchase shares of Common Stock.
(4) Represents the number of shares of Common Stock of the Company reserved
for issuance as a result of the conversion of options to purchase common stock
of Glenway which are authorized but unissued into options to purchase Common
Stock of the Company pursuant to the Agreement.
(5) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act. The Proposed
Maximum Offering Price Per Share for 68,250 shares for which stock options have
not been granted under the 1990 Stock Option and Incentive Plan is equal to the
average of the high and low prices of the Common Stock of the Company on April
12, 1999 on the National Association of Securities Dealers Automated Quotation
("Nasdaq") National Market.
--------------------------
This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) All reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since the end of the fiscal year covered by the Form 10-K referred
to in clause (a) above.
(c) The description of the Common Stock of the Company
contained in the Company's Registration Statement on Form S-4 (File No.
333-69293) filed on December 18, 1998.
(d) All documents filed by the Company 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 have been sold or which deregisters all securities
then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein,
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable because the Common Stock is registered under Section 12 of
the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
3
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the Registrant's Articles of Incorporation provides as
follows:
The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party, to any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative, or investigative,
including actions by or in the right of the Corporation, by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit, or proceeding to
the full extent permissible under Ohio law.
Section 1701.13 of the Ohio General Corporation Law provides as follows
with respect to indemnification:
(E) (1) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any person
who was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation. to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, against expenses, including attorney's
fees, actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
4
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interests of the corporation, except that no indemnification shall be made in
respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that, the court of
common pleas or the court in which such action or suit was brought determines,
upon application, that, despite the adjudication of liability, but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or such
other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, or in defense of any claim, issue, or matter therein, he
shall be indemnified against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification of
the director, trustee, officer, employee, member, manager, or agent is proper
in the circumstances because he has met the applicable standard of conduct set
forth in division (E)(1) or (2) of this section. Such determination shall be
made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or threatened
with the action, suit or proceeding referred to in division (E)(1) or (2) of
this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of disinterested
directors so directs, in a written opinion by independent legal counsel other
than an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation or any person to
be indemnified within the past five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of this
section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under
5
<PAGE> 6
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of common
pleas or the court in which such action or suit was brought to review the
reasonableness of such determination.
(5) (a) Unless at the time of a director's act or omission that is
the subject of an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, the articles or the regulations of a corporation state, by
specific reference to this division, that the provisions of this division do
not apply to the corporation and unless the only liability asserted against a
director in an action, suit or proceeding referred to in division (E)(1) or (2)
of this section is pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending the action,
suit, or proceeding shall be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director in which he agrees to
do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the corporation or undertaken with reckless disregard for the
best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in defending
any action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance of the
final disposition of the action, suit, or proceeding, as authorized by the
directors in the specific case, upon the receipt of an undertaking by or on
behalf of the director, trustee, officer, employee, member, manager, or agent
to repay such amount, if it ultimately is determined that he is not entitled to
be indemnified by the corporation.
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement a
vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity while
holding their offices or positions, and shall continue as to a person who has
ceased to be a director, trustee, officer, employee, member, manager, or agent
and shall inure to the benefit of the heirs, executors, and administrators of
such a person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to, trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent or another corporation, domestic or foreign,
nonprofit or for profit, a limited liability
6
<PAGE> 7
company, or a partnership, joint venture, trust, or other enterprise, against
any liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under this section. Insurance
may be purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that may
be provided pursuant to divisions (E)(5), (6), and (7) of this section.
Divisions (E)(1) and (2) of this section do not create any obligation to repay
or return payments made by the corporation pursuant to division (E)(5), (6), or
(7).
(9) As used in division (E) of this section, "corporation" includes
all constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic
or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same
capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable because no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
<TABLE>
<CAPTION>
No. Exhibit
--- -------
<S> <C>
4 Specimen Stock Certificate of Fidelity Financial of Ohio, Inc. (1)
5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)
23.2 Consents of Grant Thornton LLP
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
No. Exhibit
--- -------
<S> <C>
24 Power of attorney for any subsequent amendments
(located in the signature pages of this
Registration Statement).
99 Glenway Financial Corporation 1990 Stock Option
and Incentive Plan
----------------------
(1) Incorporated herein by reference from the Company's Form10-K
filed with the Commission on April 1, 1996.
</TABLE>
ITEM 9. UNDERTAKINGS.
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 the 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 Exchange
Act that are incorporated by reference 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.
4. 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 Exchange Act 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.
8
<PAGE> 9
5. 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 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.
9
<PAGE> 10
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 Cincinnati, State of Ohio, on this 16th day of
April 1999.
FIDELITY FINANCIAL OF OHIO, INC.
By: /s/Robert R. Sudbrook
-----------------------------
Robert R. Sudbrook, President
and Chief Executive Officer
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 Robert R. Sudbrook his 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.
/s/ John R. Reusing April 16, 1999
- -------------------------------------------------------
John R. Reusing, Chairman of the Board
/s/ Robert R. Sudbrook April 16, 1999
- -------------------------------------------------------
Robert R. Sudbrook, President,
Chief Executive Officer and Director
(principal executive officer)
/s/ Michael W. Jordan April 16, 1999
- -------------------------------------------------------
Michael W. Jordan, Director
/s/ David A. Luecke April 16, 1999
- -------------------------------------------------------
David A. Luecke, Director
10
<PAGE> 11
April __, 1999
- -------------------------------------------------------
Constantine N. Papadakis, Director
/s/ Paul D. Staubach April 16, 1999
- -------------------------------------------------------
Paul D. Staubach, Senior Vice President
and Chief Financial Officer
(principal financial and accounting officer)
April __, 1999
- -------------------------------------------------------
Robert W. Zumbiel, Director
/s/ Joseph D. Hughes April 16, 1999
- -------------------------------------------------------
Joseph D. Hughes, Executive Vice
President and Director
/s/ Thomas N. Spaeth April 16, 1999
- -------------------------------------------------------
Thomas N. Spaeth, Director
/s/ Edgar A. Rust April 16, 1999
- -------------------------------------------------------
Edgar A. Rust, Director
April __, 1999
- -------------------------------------------------------
Daniel W. Geeding, Director
April __, 1999
- -------------------------------------------------------
Kenneth C. Lichtendahl, Director
April __, 1999
- -------------------------------------------------------
John L. Torbeck, Director
11
<PAGE> 1
EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
Telephone (202) 347-0300
April 16, 1999
Board of Directors
Fidelity Financial of Ohio, Inc.
5535 Glenway Avenue
Cincinnati, Ohio 45238
Re: Registration Statement on Form S-8
158,286 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Fidelity Financial of Ohio, Inc., an
Ohio corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to the registration of up to (i) 90,036
shares of common stock, par value $.10 per share ("Common Stock"), to be issued
upon exercise of options previously granted by Glenway Financial Corporation
("Glenway") pursuant to its 1990 Stock Option and Incentive Plan (the "Plan"),
and converted into options to purchase Common Stock of the Corporation upon the
merger of equals of the Corporation and Glenway on March 19, 1999 (the "Merger
of Equals") pursuant to an Agreement of Merger, dated as of September 28, 1998,
among the Corporation, Fidelity Acquisition Corporation and Glenway (the
"Agreement"); and (ii) 68,250 shares of Common Stock to be issued upon exercise
of options previously authorized but unissued by Glenway pursuant to its Plan
and converted into options to purchase Common Stock of the Corporation upon the
Merger of Equals pursuant to the Agreement (collectively, the "Options"). The
Registration Statement also registers an indeterminate number of additional
shares which may be necessary to adjust the number of shares registered thereby
for issuance as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock. We have been requested to furnish
an opinion to be included as an exhibit to the Registration Statement.
In this regard, we have reviewed the Amended and Restated Articles of
Incorporation, Code of Regulations and Bylaws of the Corporation, the Plan, the
Agreement, a specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we have deemed
appropriate for the purposes of this opinion. We are relying upon the
originals, or copies certified or otherwise identified to our satisfaction, of
the corporate records of the
<PAGE> 2
Board of Directors
April 16, 1999
Page 2
Corporation and such other instruments, certificates and representations of
public officials, officers and representatives of the Corporation as we have
deemed applicable or relevant as a basis for the opinions set forth below. In
addition, we have assumed, without independent verification, the genuineness of
all signatures and the authenticity of all documents furnished to us and the
conformance in all respects of copies to originals. Furthermore, we have made
such factual inquiries and reviewed such laws as we determined to be relevant
for the purposes of this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to the exercise of the Options will continue to
be validly authorized on the dates the Common Stock is issued pursuant to the
exercise of the Options; (ii) on the dates the Options are exercised, the
Options will constitute valid, legal and binding obligations of the Corporation
and will (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the enforceability
of creditors' rights generally) be enforceable as to the Corporation in
accordance with their terms; (iii) the Options are exercised in accordance with
their terms and the exercise price therefor is paid in accordance with the
terms thereof; (iv) no change occurs in applicable law or the pertinent facts;
and (v) the provisions of "blue sky" and other securities laws as may be
applicable have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the exercise of the Options, upon receipt by the
Corporation of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /s/ Jeffrey D. Haas
----------------------------------------
Jeffrey D. Haas, a Partner
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Fidelity Financial of Ohio, Inc. of our report, dated
February 10, 1999, incorporated by reference in the December 31, 1998 Annual
Report on Form 10-K of Fidelity Financial of Ohio, Inc.
/s/ Grant Thornton LLP
Cincinnati, Ohio
April 14, 1999
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Fidelity Financial of Ohio, Inc. of our report, dated
August 31, 1998, relating to the consolidated financial statements of Glenway
Financial Corporation for the year ended June 30, 1998, which report appears in
the June 30, 1998 Annual Report on Form 10-KSB of Glenway Financial Corporation
incorporated by reference in the Current Report on Form 8-K of Fidelity
Financial of Ohio, Inc. filed on March 23, 1999.
/s/ Grant Thornton LLP
Cincinnati, Ohio
April 14, 1999
<PAGE> 1
EXHIBIT 99
CENTENNIAL FINANCIAL CORP.
1990 Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, officers and employees of the Corporation
and its Affiliates. It is intended that designated Options granted pursuant to
the provisions of this Plan to persons employed on a full-time basis will
qualify as Incentive Stock Options. Options granted to persons who are not
full-time employees will be Non-Qualified Stock Options.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section 425(e)
and (f), respectively, of the Code.
"Association" - means Centennial Savings Bank, fsb.
"Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreciation Right, a Limited Stock
Appreciation Right, or of Restricted Stock, or any combination thereof, as
provided in the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3 hereof.
"Continuous Service" - means the absence of any interruption or
termination of service as a director, officer or employee of the Corporation or
an Affiliate, except that when used with respect to persons granted an
Incentive Option means the absence of any interruption or termination of
service as a full-time employee of the Corporation or an Affiliate. Service
shall not be considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Corporation or in the case of
transfers between payroll locations of the Corporation or between the
Corporation, its parent, its subsidiaries or its successor.
"Corporation" - means Centennial Financial Corp., a Delaware
corporation.
"Disinterested Person" - means any member of the Board of Directors
of the Corporation who, at the time discretion under the Plan is exercised
has not at any time within one year prior thereto received grants or awards
under the Plan or any other plan of the Corporation or any of its affiliates
(as the term is used in the Exchange Act) except as provided in Rule
16b-3(c)(2)(i) under the Exchange Act and is not selected as a Participant in
the Plan; provided, however,
<PAGE> 2
that no recipient of a stock award granted pursuant to Section 21 hereof shall
be deemed not to be a disinterested Person solely by reason of such grant.
"Employee" - means any person, including an officer or director, who
is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of 1974,
as amended.
"Exchange Act" - means the Securities Exchange Act of 1934, as
amended.
"Exercise Price" - means (i) in the case of an Option, the price per
Share at which the Shares subject to such Option may be purchased upon exercise
of such Option and (ii) in the case of a Right, the price per Share (other than
the Market Value per Share on the date of exercise and the Offer Price per
Share as defined in Section 10 hereof) which, upon grant, the Committee
determines shall be utilized in calculating the aggregate value which a
Participant shall be entitled to receive pursuant to Sections 9, 10 or 13
hereof upon exercise of such Right.
"Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422A of the Code.
"Limited Stock Appreciation Right" - means a stock appreciation
right with respect to Shares granted by the Committee pursuant to Sections 6
and 10 hereof.
"Market Value" - means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date,
on the last preceding date on which any reported sale occurred) of a Share on
the Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on
such date the Shares are not quoted on the Composite Tape, on the New York
Stock Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any such
exchange, the mean between the closing high bid and low asked quotations with
respect to a Share on such date on the National Association of Securities
Dealers, Inc., Automated Quotations System, or any similar system then in use,
or, if no such quotations are available, the fair market value on such date of
a Share as the Committee shall determine.
"Non-Qualified Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof, which option is not
intended to qualify under Section 422A of the Code.
"Option" - means an Incentive Stock Option or a NonQualified Stock
Option.
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<PAGE> 3
"Participant" - means any officer or employee of the Corporation or
any Affiliate who is selected by the Committee to receive an Award and any
director of the Corporation who is granted an Award pursuant to Section 21
hereof.
"Plan" - means the 1990 Stock Option and Incentive Plan of the
Corporation.
"Related" - means (i) in the case of a Right, a Right which is
granted in connection with, and to the extent exercisable, in whole or in part,
in lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in whole
or in part, in lieu thereof has been granted.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 11 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 11 hereof, so long as such restrictions are in effect.
"Right" - means a Limited Stock Appreciation Right or a Stock
Appreciation Right.
"Shares" - means the shares of common stock of the Corporation.
"Senior Officer" - means the Corporation's president, principal
financial officer, or principal accounting officer, any vice president of the
Corporation in charge of a principal business unit, division or function (such
as sales, administration or finance), any other officer who performs a
policy-making function, or any other person who performs similar policy-making
functions for the Corporation. Officers of the Corporation's Affiliates shall
be deemed senior officers of the Corporation if they perform such policy-making
functions for the Corporation.
"Stock Appreciation Right" - means a stock appreciation right with
respect to Shares granted by the Committee pursuant to Sections 6 and 9 hereof.
"Ten Percent Beneficial Owner" - means the beneficial owner of more
than ten percent of any class of the Corporation's equity securities registered
pursuant to Section 12 of the Exchange Act.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Disinterested
Person. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. 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
3
<PAGE> 4
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. The Committee may maintain, and update from
time to time as appropriate, a list designating selected directors, as
Disinterested Persons. The purpose of such list shall be to evidence the status
of such individuals as Disinterested Persons, and the Board of Directors may
appoint to the Committee any individual actually qualifying as a Disinterested
Person, regardless of whether identified as such on said list.
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.
4. Participation in Committee Awards. The Committee may select from
time to time Participants in the Plan from those officers and employees (other
than Disinterested Persons), of the Corporation or its Affiliates who, in the
opinion of the Committee, have the capacity for contributing to the successful
performance of the Corporation or its Affiliates.
5. Shares Subject to Plan. Subject to adjustment by the operation of
Section 12 hereof, the maximum number of Shares with respect to which Awards
may be made under the Plan is 10% of the total Shares issued in the
Association's conversion to the capital stock form. 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. Shares which are subject to Related Rights and Related Options shall be
counted only once in determining whether the maximum number of Shares with
respect to which Awards may be granted under the Plan has been exceeded. An
Award shall not be considered to have been made under the Plan with respect to
any Option or Right which terminates or 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 termination or forfeiture has occurred.
6. General Terms and Conditions of Options and Rights. The Committee
shall have full and complete authority and discretion, except as expressly
limited by the Plan, to grant Options and/or Rights and to provide the terms
and conditions (which need not be identical among Participants) thereof. In
particular, the Committee shall prescribe the following terms and conditions:
(i) the Exercise Price of any Option or Right, which shall not be less than the
Market Value per Share at the date of grant of such Option or Right, (ii) the
number of Shares subject to, and the expiration date of, any Option or Right,
which expiration date shall not exceed ten years from the date of grant, (iii)
the manner, time and rate (cumulative or otherwise) of exercise of such Option
or Right, and (iv) the restrictions, if any, to be placed upon such Option or
Right or upon Shares which may be issued upon exercise of such Option or Right.
The Committee may, as a condition of granting any Option or Right, require that
a Participant agree not to thereafter exercise one or more Options or Rights
previously granted to such Participant.
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<PAGE> 5
7. Exercise of Options or Rights.
(a) An Option or Right granted under the Plan shall be exercisable
during the lifetime of the Participant to whom such Option or Right was granted
only by such Participant and, except as provided in paragraphs (c) and (d) of
this Section 7, no such Option or Right may be exercised unless at the time
such Participant exercises such Option or Right, such Participant has
maintained Continuous Service since the date of grant of such Option or Right.
Cash settlements of Rights may be made only in accordance with any applicable
restrictions pursuant to Rule 16b-3(e) under the Securities Exchange Act of
1934 or any similar or successor provision.
(b) To exercise an Option or Right under the Plan, the Participant
to whom such Option or Right was granted shall give written notice to the
Corporation in form satisfactory to the Committee (and, if partial exercises
have been permitted by the Committee, by specifying the number of Shares with
respect to which such Participant elects to exercise such Option or Right)
together with full payment of the Exercise Price, if any and to the extent
required. The date of exercise shall be the date on which such notice is
received by the Corporation. Payment, if any is required, shall be made either
(i) in cash (including check, bank draft or money order) or (ii) if permitted
by the Committee, by delivering (A) Shares already owned by the Participant and
having a fair market value equal to the applicable exercise price, such fair
market value to be determined in such appropriate manner as may be provided by
the Committee or as may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a combination of
cash and such Shares.
(c) If a Participant to whom an Option or Right was granted shall
cease to maintain Continuous Service for any reason (including total or partial
disability and normal or early retirement, but excluding death and termination
of employment by the Corporation or any Affiliate for cause), such Participant
may, but only within the period of three months immediately succeeding such
cessation of Continuous Service and in no event after the expiration date of
such Option or Right, exercise such Option or Right to the extent that such
Participant was entitled to exercise such Option or Right at the date of such
cessation, provided, however, that such right of exercise after cessation of
Continuous Service shall not be available to a Participant if the Committee
otherwise determines and so provides in the applicable instrument or
instruments evidencing the grant of such Option or Right. If the Continuous
Service of a Participant to whom an Option or Right was granted by the
Corporation is terminated for cause, all rights under any Option or Right of
such Participant shall expire immediately upon the giving to the Participant of
notice of such termination.
(d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three month
period referred to in paragraph (c) of this Section 7, the person to whom any
Option or Right held by the Participant at the time of his death is transferred
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 may, but only to the extent such Participant was entitled to
exercise such Option or Right immediately prior to his death, exercise such
Option or Right at any time within a period of one year succeeding the date of
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<PAGE> 6
death of such Participant, but in no event later than ten years from the date
of grant of such Option or Right. Following the death of any Participant to
whom an Option was granted under the Plan, irrespective of whether any Related
Right shall have theretofore been granted to the Participant or whether the
person entitled to exercise such Related Right desires to do so, the Committee
may, as an alternative means of settlement of such Option, elect to pay to the
person to whom such Option is transferred by will or by the laws of descent and
distribution the amount by which the Market Value per Share on the date of
exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is
properly exercised. Any such settlement of an Option shall be considered an
exercise of such Option for all purposes of the Plan.
8. Incentive Stock Options. Incentive Stock Options may be granted only
to Participants who are Employees. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the
Corporation and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such
Incentive Stock Option is granted other than 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 and shall be exercisable
during such Participant's lifetime only by such Participant, (iv) no Incentive
Stock Option shall be granted to any individual who, at the time such Incentive
Stock Option is granted, owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Corporation or any
Affiliate unless the Exercise Price of such Incentive Stock Option is at least
110 percent of the Market Value per Share at the date of grant and such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted, and (v) the aggregate
Market Value (determined as of the time any Incentive Stock Option is granted)
of the Shares with respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not exceed $100,000.
9. Stock Appreciation Rights. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination thereof, as the
Committee in its discretion shall determine, the aggregate value of which
(i.e., the sum of the amount of cash and/or Market Value of such Shares on date
of exercise) shall equal (as nearly as possible, it being understood that the
Corporation shall not issue any fractional shares) the amount by which the
Market Value per Share on the date of such exercise shall exceed the Exercise
Price of such Stock Appreciation Right, multiplied by the number of Shares with
respect of which such Stock Appreciation Right shall have been exercised. A
Stock Appreciation Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in each
case determine. At the time of grant of an Option the Committee shall determine
whether and to what extent a Related Stock Appreciation Right shall be granted
with respect thereto; provided, however, and notwithstanding any other
provision of the
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<PAGE> 7
Plan, that if the Related Option is an Incentive Stock Option, the Related
Stock Appreciation Right shall satisfy all the restrictions and limitations of
Section 8 hereof as if such Related Stock Appreciation Right were an Incentive
Stock Option and as if other rights which are Related to Incentive Stock
Options were Incentive Stock Options. In the case of a Related Option, such
Related Option shall cease to be exercisable to the extent of the Shares with
respect to which the Related Stock Appreciation Right was exercised. Upon the
exercise or termination of a Related Option, any Related Stock Appreciation
Right shall terminate to the extent of the Shares with respect to which the
Related Option was exercised or terminated. Notwithstanding the foregoing, no
Stock Appreciation Right shall be exercisable by a Ten Percent Beneficial
Owner, director or Senior Officer of the Corporation within six months of the
date of its grant.
10. Limited Stock Appreciation Rights. At the time of grant of an Option
or Stock Appreciation Right to any Participant, the Committee shall have full
and complete authority and discretion to also grant to such Participant a
Limited Stock Appreciation Right which is Related to such Option or Stock
Appreciation Right; provided, however and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Limited Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Limited Stock Appreciation
Right were an Incentive Stock Option and as if all other Rights which are
Related to Incentive Stock Options were Incentive Stock Options.
Notwithstanding any other provision of the Plan, a Limited Stock Appreciation
Right shall be exercisable only during the period beginning on the first day
following the date of expiration of any "offer" (as such term is hereinafter
defined) and ending on the forty-fifth day following such date, provided,
however, that no Limited Stock Appreciation Right shall be exercisable by a Ten
Percent Beneficial Owner, director or Senior Officer of the Corporation within
six months of the date of its grant.
A Limited Stock Appreciation Right shall, upon its exercise, entitle the
Participant to whom such Limited Stock Appreciation Right was granted to
receive an amount of cash equal to the amount by which the "Offer Price per
Share" (as such term is hereinafter defined) or the Market Value on the date of
such exercise, as shall have been provided by the Committee in its discretion
at the time of grant, shall exceed the Exercise Price of such Limited Stock
Appreciation Right, multiplied by the number of Shares with respect to which
such Limited Stock Appreciation Right shall have been exercised. Upon the
exercise of a Limited Stock Appreciation Right, any Related Option and/or
Related Stock Appreciation Right shall cease to be exercisable to the extent of
the Shares with respect to which such Limited Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option or Related
Stock Appreciation Right, any Related Limited Stock Appreciation Right shall
terminate to the extent of the Shares with respect to which such Related Option
or Related Stock Appreciation Right was exercised or terminated.
For the purposes of this Section 10, the term "Offer" shall mean any
tender offer or exchange offer for Shares other than one made by the
Corporation, provided that the corporation, person or other entity making the
offer acquires pursuant to such offer either (i) 25% of the Shares outstanding
immediately prior to the commencement of such offer or (ii) a number of Shares
which, together with all other Shares acquired in any tender offer or exchange
offer (other than one made by the
7
<PAGE> 8
Corporation) which expired within sixty days of the expiration date of the
offer in question, equals 25% of the Shares outstanding immediately prior to
the commencement of the offer in question. The term "Offer Price per Share" as
used in this Section 10 shall mean the highest price per Share paid in any
Offer which Offer is in effect any time during the period beginning on the
sixtieth day prior to the date on which a Limited Stock Appreciation Right is
exercised and ending on the date on which such Limited Stock Appreciation Right
is exercised. Any securities or property which are part or all of the
consideration paid for Shares in the Offer shall be valued in determining the
Offer Price per Share at the higher of (A) the valuation placed on such
securities or property by the corporation, person or other entity making such
Offer or (B) the valuation placed on such securities or property by the
Committee.
11. 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 11, 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 and provide in the agreement referred to in paragraph (d) of this
Section 11.
(a) At the time of an Award of Restricted Stock, the Committee
shall establish for each Participant a Restricted Period of not less than six
months 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 11, 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),
(d) and (e) of this Section 11 and Section 12 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 to any shares of Restricted Stock prior to the expiration of the
Restricted Period 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 14 hereof, if a Participant
ceases to maintain Continuous Service for any reason (other than death, total
or partial disability or normal or early retirement) unless the Committee shall
otherwise determine and provide in the agreement referred to in paragraph (d)of
this Section 11, 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 11 shall
upon such termination of Continuous Service be forfeited and returned to the
Corporation. Unless the Committee shall have provided in the agreement referred
to in paragraph (d) of this Section 11 for a ratable lapse of restrictions with
respect to an award of shares of Restricted Stock during the Restricted Period,
if a Participant ceases
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<PAGE> 9
to maintain Continuous Service by reason of death, total or partial disability
or normal or early retirement, such portion of such shares of Restricted Stock
awarded to such Participant which at the time of such termination of Continuous
Service are subject to the restrictions imposed by paragraph (a) of this
Section 11 as shall be equal to the portion of the Restricted Period with
respect to such shares which shall have elapsed at the time of such termination
of Continuous Service shall be free of restrictions and shall not be forfeited.
(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 Corporation 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 1990 Stock Option and Incentive
Plan of Centennial Financial Corp. and an Agreement entered into
between the registered owner and Centennial Financial Corp. Copies of
such Plan and Agreement are on file in the offices of the Secretary of
Centennial Financial Corp., 3916 Harrison Avenue, Cheviot, Ohio 45211."
(d) At the time of an award of shares of Restricted Stock, the
Participant shall enter into an Agreement with the Corporation in a form
specified by the Committee, agreeing to the terms and conditions of the award
and such other matters as the Committee shall in its sole discretion determine.
(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 portion thereof, by
the Corporation shall be deferred until the earlier to occur of (i) the lapsing
of the restrictions imposed under paragraph (a) of this Section 11 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 11, and shall be
held by the Corporation 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, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph
(a) of this Section 11, the Corporation shall redeliver to the Participant (or
where the relevant provision of paragraph (b) of this Section 11 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 11 and the Shares represented by such
certificate(s) shall be free of the restrictions referred to in paragraph (a)
of this Section 11.
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<PAGE> 10
12. 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 Corporation, 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 or 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 Corporation in the manner
provided in Section 11 hereof.
13. Effect of Merger on Options or Rights. In the event of any
merger or consolidation of the Corporation (other than a merger or
consolidation in which the Corporation is the continuing entity and which does
not result in the outstanding Shares being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions
contained in the certificate of incorporation, to receive the appraised or fair
value of their holdings), any Participant to whom an Option or Right has been
granted at least 6 months prior to such event shall have the right (subject to
the provisions of the Plan and any limitation applicable to such Option or
Right), thereafter and during the term of each such Option or Right, to receive
upon exercise of any such Option or Right 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 over the Exercise Price of such Right or
Option, multiplied by the number of Shares with respect to which such Option or
Right 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.
14. Effect of Change in Control. Each of the events specified in
the following clauses (i) through (iii) of this Section 14 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 Corporation with respect to which 25% or more
of the total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of
the Corporation shall cease to constitute a majority of the Board of Directors
of the Corporation or (iii) the shareholders of the Corporation shall approve
an agreement providing either for a transaction in which the Corporation 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 Corporation;
provided, however, that the occurrence of any such events shall not be deemed a
"change in control" if, prior to such occurrence, a resolution specifically
approving such occurrence shall have been adopted by at least
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<PAGE> 11
a majority of the Board of Directors of the Corporation. If the Continuous
Service of any Participant of the Corporation or any Affiliate is involuntarily
terminated for whatever reason, at any time within eighteen months after a
change in control, unless the Committee shall have otherwise provided in the
agreement referred to in paragraph (d) of Section 11 hereof, any Restricted
Period 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.
If a tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if the event specified in clause (iii) above
shall occur, unless the Committee shall have otherwise provided in the
instrument evidencing the grant of an Option or Stock Appreciation Right, all
Options and Stock Appreciation Rights theretofore granted and not fully
exercisable shall become exercisable in full upon the happening of such event
and shall remain so exercisable for a period of sixty days following such date,
after which they shall revert to being exercisable in accordance with their
terms; provided, however, that no Option or Stock Appreciation Right shall be
exercisable by a Ten Percent Beneficial Owner, a director or Senior Officer of
the Corporation within six months of the date of grant of such Option or Stock
Appreciation Right and no Option or Stock Appreciation Right which has
previously been exercised or otherwise terminated shall become exercisable.
15. 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.
16. Employee Rights Under the Plan. No director, 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 director, 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 Corporation
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
Corporation or any Affiliate.
17. Delivery and Registration of Stock. The Corporation's
obligation to deliver Shares with respect to an Award shall, if the Committee
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of the Securities Act of 1933 or any
other Federal, state or local securities legislation or regulation. It may be
provided that any representation requirement shall become inoperative upon a
registration of the Shares or other action eliminating the necessity of such
representation under such Securities Act or other securities legislation. The
Corporation shall not be required to deliver any Shares under the Plan prior to
(i) the admission of such shares to listing on any stock exchange on which
Shares may then be listed, and (ii) the completion of such registration or
other qualification of such Shares under any state or Federal law, rule or
regulation, as the Committee shall determine to be necessary or advisable.
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The Plan is intended to comply with Rule 16b-3 under the Securities
Exchange Act of 1934. Any provision of the Plan which is inconsistent with said
Rule shall, to the extent of such inconsistency, be inoperative and shall not
affect the validity of the remaining provisions of the Plan.
18. Withholding Tax. Upon the termination of the Restricted Period
with respect to any shares of Restricted Stock (or at any such earlier time, if
any, that an election is made by the Participant under Section 83(b) of the
Code, or any successor provision thereto, to include the value of such shares
in taxable income), the Corporation shall have the right to require the
Participant or other person receiving such shares to pay the Corporation the
amount of any taxes which the Corporation is required to withhold with respect
to such shares, or, in lieu thereof, to retain or sell without notice, a
sufficient number of shares held by it to cover the amount required to be
withheld. The Corporation shall have the right to deduct from all dividends
paid with respect to shares of Restricted Stock the amount of any taxes which
the Corporation is required to withhold with respect to such dividend payments.
The Corporation shall have the right to deduct from all amounts paid
in cash with respect to the exercise of a Right under the Plan any taxes
required by law to be withheld with respect to such cash payments. Where a
Participant or other person is entitled to receive Shares pursuant to the
exercise of an Option or Right pursuant to the Plan, the Corporation shall have
the right to require the Participant or such other person to pay the
Corporation the amount of any taxes which the Corporation is required to
withhold with respect to such Shares.
19. Amendment or Termination. The Board of Directors of the
Corporation may amend, suspend or terminate the Plan or any portion thereof at
any time, but (except as provided in Section 12 hereof) no amendment shall be
made without approval of the stockholders of the Corporation which shall (i)
materially increase the aggregate number of Shares with respect to which Awards
may be made under the Plan, (ii) materially increase the aggregate number of
Shares which may be subject to Awards to Participants who are not Employees or
(iii) change the class of persons eligible to participate in the Plan;
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.
20. Effective Date and Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors of the Corporation,
subject to the Association converting to a stock institution and, if required
in order to qualify the Plan for an exemption from Section 16 of the Securities
Exchange Act of 1934, approval of the Plan by vote of the holders of a majority
of the outstanding shares of the Corporation entitled to vote on the adoption
of the Plan. It shall continue in effect for a term of ten years unless sooner
terminated under Section 19 hereof.
21. Initial Grant. By, and simultaneously with, the adoption of
this Plan, each member of the Board of Directors of the Corporation at the time
of the Association's conversion to stock form who is not a full-time Employee
is hereby granted Restricted Stock, effective as of the date of the
Association's conversion to stock form, equal to 6.0% of the total number of
Shares reserved for
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issuance under the Plan. Each Share of Restricted Stock shall be evidenced by a
Restricted Stock Agreement in a form approved by the Board of Directors and
shall be subject in all respects to the terms and conditions of this Plan,
which are controlling. All Shares of Restricted Stock granted pursuant to this
Section 21 shall be rounded down to the nearest whole share to the extent
necessary to ensure that no options to purchase or restricted stock
representing fractional shares are issued. The Restricted Stock granted hereby
shall be restricted for a period of 4 years and the restrictions on such shares
of Restricted Stock shall lapse at a rate of 25% per year of Continuous Service
completed following the date of issue, provided however, that in the event of a
"change in control," as defined in Section 14 hereof, all shares of Restricted
Stock awarded pursuant to this Section 21 shall become fully vested in the
Participant. Dividends paid, if any, with respect to Restricted Stock granted
pursuant to Section 21 shall be distributed to the Participants immediately
following the payment date.
22. Formula Awards. Notwithstanding anything else in this Plan to
the contrary, to the extent that the Plan provides for formula awards, as
defined in Rule 16b-3(c)(2)(ii) under the Exchange Act, such provisions may not
be amended more than once every six months, other than to comport with changes
in the Code, ERISA or the rules thereunder.
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AMENDMENT TO CENTENNIAL FINANCIAL CORP.
1990 STOCK OPTION AND INCENTIVE PLAN
The Board of Directors of Centennial Financial Corp., now known as
Glenway Financial Corporation (the "Company"), adopted the Centennial Financial
Corp. 1990 Stock Option and Incentive Plan (the "Plan") in connection with the
mutual to stock conversion of Centennial Savings Bank, fsb, now know as
Centennial Savings Bank. The Plan was amended July 23, 1993, to increase the
number of shares with respect to which awards may be made under the plan. The
Board of Directors of the Company has determined that it is in the best
interest of the Company and its stockholders to amend the Plan in certain
respects. Pursuant to the authority granted to the Board of Directors under
section 19 of the Plan, the following Amendment was adopted by resolution of
the Board of Directors of Glenway Financial Corporation as of the 21st day of
July, 1998.
1. The name of the Plan shall be the Glenway Financial Corporation 1990
Stock Option and Incentive Plan.
2. Section 7(c) of the Plan is hereby amended to read as follows:
(c) If a Participant to whom an Option or Right was granted
shall cease to maintain Continuous Service for any reason (including
total or partial disability and normal or early retirement, but
excluding death and termination of employment by the Corporation or
any Affiliate for cause), such Participant may, but only within the
period of three months immediately succeeding such cessation of
Continuous Service, exercise such Option or Right to the extent that
such Participant was entitled to exercise such Option or Right at
the date of such cessation. Notwithstanding the foregoing, (i) in no
event shall an Option or Right be exercisable after the expiration
date of such Option or Right, (ii) the right of a Participant to
exercise an Option or Right after cessation of Continuous Service
shall not be available to a Participant if the Committee otherwise
determines and so provides in the applicable instrument or
instruments evidencing the grant of such Option or Right, (iii) the
Committee, in its sole discretion, may extend the three-month period
in which in Option or Right can be exercised after cessation of
Continuous Service, provided such extension is set forth in writing
in the instrument or instruments evidencing the grant of such Option
or Right, or in an amendment to such instrument or instruments; and
(iv) if the Continuous Service of a Participant to whom an Option or
Right was granted by the Corporation is terminated for cause, all
rights under any Option or Right of such Participant shall expire
immediately upon the giving to the Participant of notice of such
termination.
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