As filed with the Securities and Exchange
Commission on June 29, 1998 REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
BIG FOOT FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
ILLINOIS 36-4108480
------------------------------- ----------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1190 RFD
Long Grove, Illinois 60047-7304
(847) 634-2100
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
---------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
BIG FOOT FINANCIAL CORP. 1997 RECOGNITION AND RETENTION PLAN
(FULL TITLE OF THE PLAN)
---------------
Mr. George M. Briody
President and Chief Executive Officer
Big Foot Financial Corp.
1190 RFD
Long Grove, Illinois 60047-7304
(847) 634-2100
Copy to:
W. Edward Bright, Esq.
Thacher Proffitt & Wood
Two World Trade Center - 39th Floor
New York, New York 10048
(212) 912-7400
(NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER
AND AREA CODE, OF AGENT FOR SERVICE)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to be Registered Registered(1) Price Per Share (2) Aggregate Offering Price (2) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 351,785 shares ----- $5,697,661 $1,680.81
====================================================================================================================================
</TABLE>
(1) Based on 251,275 shares of common stock of Big Foot Financial Corp.
(the "Company") reserved for issuance upon exercise of options
granted pursuant to the Big Foot Financial Corp. 1997 Stock Option
Plan (the "Option Plan") and 100,510 shares of Company Common Stock
authorized for restricted stock awards under the Big Foot Financial
Corp. 1997 Recognition and Retention Plan (the "Restricted Stock
Plan"). In addition to such shares, this registration statement
also covers an undetermined number of shares of common stock of the
Company that, by reason of certain events specified in the Plans,
may become issuable upon exercise of options or grant of awards
through the application of certain anti-dilution provisions.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457 of the Securities Act of 1933, pursuant to
which 251,275 shares subject to outstanding options are deemed to
be offered at $15.625, the price at which such options may be
exercised, and shares that may be acquired under the Restricted
Stock Plan are deemed to be offered at $17.625 per share, the
average of the daily high and low sales prices of common stock of
the Company on the Nasdaq Stock Market at the close of trading on
June 22, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with
the Commission by the Company (File No. 0-21491) are incorporated by reference
in this registration statement:
(1) the Company's Registration Statement on Form S-1
(Registration No. 333-12083) as amended, which was
filed with the Commission pursuant to the
Securities Act of 1933, as amended;
(2) the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1997, which was filed
with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange
Act");
(3) the description of the Company's Common Stock (the
"Common Stock") contained in the Company's
Registration Statement on Form 8-A, dated October
4, 1996;
<PAGE>
(4) the Company's Quarterly Reports on Form 10-Q for
the quarters ended September 30, 1997, December
31, 1997 and March 31, 1998, which were filed with
the Commission pursuant to the Exchange Act; and
(5) the Company's Proxy Statement dated November 17,
1997 for its Annual Meeting of Shareholders held
on December 22, 1997, filed by the Company
pursuant to section 14 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after June 29, 1998 and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein 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
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request of any such person, a copy of any or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to Timothy L.
McCue, Vice President, Big Foot Financial Corp., 1190 RFD, Long Grove, Illinois
60047-7304. Telephone requests may be directed to (847) 634-2100.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Certificate of Incorporation of Big Foot
Financial Corp. provides that the Company shall indemnify to the fullest extent
permitted by the Business Corporation Act of the State of Illinois ("BCAI") any
person who is or was or has agreed to become a director or officer of the
Company, who was or is made a party to or is threatened to be made a party to
any
-2-
<PAGE>
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 Company) by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and the Company may indemnify any other person who is
or was or has agreed to become an employee or agent of the Company, who was or
is made a party to 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
Company) by reason of the fact that he or she is or was or has agreed to become
an employee or agent of the Company, or is or was serving or has agreed to serve
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The Company
is not obligated to indemnify any director or officer in connection with an
action, suit or proceeding, or part thereof, initiated by such person against
the Company unless such action, suit or proceeding, or part thereof, was
authorized or consented to by the Board of Directors.
To the fullest extent permitted by the BCAI, the Company shall
indemnify any person who is or was or has agreed to become a director or officer
of the Company 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
Company to procure a judgment in its favor by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Company, or is or
was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, and the Company may indemnify any other person who
is or was or has agreed to become an employee or agent of the Company, who was
or is made 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 Company to procure
a judgment in its favor by reason of the fact that he or she is or was or has
agreed to become an employee or agent of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him or her or
on his or her behalf in connection with the defense or settlement of such action
or suit and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, except no indemnification shall be made in respect of
any claim, issue or matter as to
-3-
<PAGE>
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which such court shall deem proper.
To the extent that a director, officer, employee or agent of
the Company has been successful, on the merits or otherwise (including, without
limitation, the dismissal of an action without prejudice), in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the Company will indemnify such person against all costs,
charges and expenses (including attorneys' fees and expenses) actually and
reasonably incurred by such person or on such person's behalf in connection
therewith. To the extent that any person who is or was or has agreed to become a
director or officer of the Company is made a witness to any action, suit or
proceeding to which he or she is not a party by reason of the fact that he or
she was, is or has agreed to become a director or officer of the Company, or is
or was serving or has agreed to serve as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
at the request of the Company, such person shall be indemnified against all
costs, charges and expenses actually and reasonably incurred by such person or
on such person's behalf in connection therewith.
Any indemnification under the Company's Certificate (unless
ordered by a court) shall be made, if at all, by the Company only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper under the circumstances because he or she
has met the applicable standard of conduct set forth in the appropriate section
of the Certificate. Costs, charges and expenses (including attorneys' fees and
expenses) incurred by or on behalf of a director or officer in defending a civil
or criminal action, suit or proceeding referred to above shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding.
The Company shall not be obligated to reimburse the costs, charges and expenses
of any settlement to which it has not agreed.
The Company has entered into an Employment Agreement dated
December 19, 1997 with each of George M. Briody, Timothy L. McCue and F. Gregory
Opelka, Michael Cahill, Robert Jones and Jerome Maher pursuant to which it has
undertaken contractually to provide indemnification and insurance coverage in
the manner described in the Company's Certificate. Big Foot Financial Corp.
maintains directors' and officers' liability insurance coverage for all
directors and officers of Big Foot Financial Corp. and its subsidiaries through
St. Paul Insurance Co. for a 1-year policy term ending November 18, 1998.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Big Foot Financial Corp. pursuant to the foregoing provisions, Big
Foot Financial Corp. has been informed, 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.
-4-
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Big Foot Financial Corp. 1997 Stock Option Plan.
4.2 Form of Stock Option Agreement for Outside Directors
under the Big Foot Financial Corp. 1997 Stock Option
Plan.
4.3 Form of Stock Option Agreement for Officers and
Employees under the Big Foot Financial Corp. 1997
Stock Option Plan.
4.4 Big Foot Financial Corp. 1997 Recognition and
Retention Plan.
4.5 Form of Restricted Stock Award Notice for Outside
Directors under the Big Foot Financial Corp. 1997
Recognition and Retention Plan.
4.6 Form of Restricted Stock Award Notice for Officers
and Employees under the Big Foot Financial Corp. 1997
Recognition and Retention Plan.
4.7 Certificate of Incorporation of the Company,
incorporated by reference to the Company's
Registration Statement on Form S-1, dated September
16, 1996, as amended (Registration No. 333-12083).
4.8 Bylaws of the Company, incorporated by reference to
the Company's Registration Statement on Form S-1,
dated September 16, 1996, as amended (Registration
No. 333-12083).
5.1 Opinion of Gomberg, Sharfman, Gold and Ostler, P.C.,
counsel for Company, as to the legality of the
securities being registered.
23.1 Consent of Gomberg, Sharfman, Gold and Ostler, P.C.
(included in Exhibit 5 hereof).
23.2 Consent of KPMG Peat Marwick LLP.
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. The undersigned Company 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;
-5-
<PAGE>
(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 to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining 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.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
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.
C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
Company hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
D. FILING OF REGISTRATION ON FORM S-8. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company for expenses incurred or paid by
-6-
<PAGE>
a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
-7-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Form S-8 and has duly authorized, in the City of
Long Grove, State of Illinois on June 16, 1998,
BIG FOOT FINANCIAL CORP.
(Registrant)
By:/s/ George M. Briody
------------------------------------------
George M. Briody
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ George M. Briody President and Chief Executive June 16, 1998
- -------------------------------- Officer, and Director
George M. Briody (Principal Executive Officer)
/s/ F. Gregory Opelka Executive Vice President and Director June 16, 1998
- --------------------------------
F. Gregory Opelka
/s/ Timothy L. McCue Vice President, Chief Financial June 16, 1998
- -------------------------------- Officer
Timothy L. McCue
/s/ Maurice F. Leahy Director June 16, 1998
- --------------------------------
Maurice F. Leahy
/s/ Eugene W. Pilawski Director June 16, 1998
- --------------------------------
Eugene W. Pilawski
/s/ Joseph J. Nimrod Director June 16, 1998
- --------------------------------
Joseph J. Nimrod
/s/ Walter E. Powers, M.D. Director June 16, 1998
- --------------------------------
Walter E. Powers, M.D.
/s/ William B. O'Connell Director June 16, 1998
- --------------------------------
William B. O'Connell
</TABLE>
-8-
BIG FOOT FINANCIAL CORP.
1997 STOCK OPTION PLAN
------------------------------
ADOPTED APRIL 22, 1997
EFFECTIVE AS OF JUNE 24, 1997
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE I
---------
PURPOSE
-------
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.................................... 1
ARTICLE II
----------
DEFINITIONS
-----------
SECTION 2.1 BANK........................................................... 1
SECTION 2.2 BOARD.......................................................... 1
SECTION 2.3 CHANGE IN CONTROL.............................................. 1
SECTION 2.4 CODE........................................................... 2
SECTION 2.5 COMMITTEE...................................................... 2
SECTION 2.6 COMPANY........................................................ 2
SECTION 2.7 DISABILITY..................................................... 2
SECTION 2.8 DISINTERESTED BOARD MEMBER..................................... 3
SECTION 2.9 EFFECTIVE DATE................................................. 3
SECTION 2.10 ELIGIBLE DIRECTOR.............................................. 3
SECTION 2.11 ELIGIBLE EMPLOYEE.............................................. 3
SECTION 2.12 EMPLOYER....................................................... 3
SECTION 2.13 EXCHANGE ACT................................................... 3
SECTION 2.14 EXERCISE PRICE................................................. 3
SECTION 2.15 FAIR MARKET VALUE.............................................. 3
SECTION 2.16 FAMILY MEMBER.................................................. 4
SECTION 2.17 INCENTIVE STOCK OPTION......................................... 4
SECTION 2.18 NON-PROFIT ORGANIZATION........................................ 4
SECTION 2.19 NON-QUALIFIED STOCK OPTION..................................... 4
SECTION 2.20 OPTION......................................................... 4
SECTION 2.21 OPTION PERIOD.................................................. 4
SECTION 2.22 OTS REGULATIONS................................................ 4
SECTION 2.23 PERSON......................................................... 4
SECTION 2.24 PLAN........................................................... 4
SECTION 2.25 RETIREMENT..................................................... 4
SECTION 2.26 SHARE.......................................................... 4
SECTION 2.27 TERMINATION FOR CAUSE.......................................... 5
ARTICLE III
-----------
AVAILABLE SHARES
----------------
SECTION 3.1 AVAILABLE SHARES............................................... 5
(i)
<PAGE>
Page
----
ARTICLE IV
----------
ADMINISTRATION
--------------
SECTION 4.1 COMMITTEE...................................................... 6
SECTION 4.2 COMMITTEE ACTION............................................... 6
SECTION 4.3 COMMITTEE RESPONSIBILITIES..................................... 7
ARTICLE V
---------
STOCK OPTIONS FOR ELIGIBLE DIRECTORS
------------------------------------
SECTION 5.1 IN GENERAL..................................................... 7
SECTION 5.2 EXERCISE PRICE................................................. 7
SECTION 5.3 OPTION PERIOD.................................................. 8
ARTICLE VI
----------
STOCK OPTIONS FOR ELIGIBLE EMPLOYEES
------------------------------------
SECTION 6.1 SIZE OF OPTION................................................. 9
SECTION 6.2 GRANT OF OPTIONS............................................... 9
SECTION 6.3 EXERCISE PRICE................................................. 10
SECTION 6.4 OPTION PERIOD.................................................. 10
SECTION 6.5 REQUIRED REGULATORY PROVISIONS................................. 10
SECTION 6.6 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK OPTIONS............. 12
ARTICLE VII
-----------
OPTIONS -- IN GENERAL
---------------------
SECTION 7.1 METHOD OF EXERCISE............................................. 13
SECTION 7.2 LIMITATIONS ON OPTIONS......................................... 14
ARTICLE VIII
------------
AMENDMENT AND TERMINATION
-------------------------
SECTION 8.1 TERMINATION.................................................... 15
SECTION 8.2 AMENDMENT...................................................... 15
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS REORGANIZATION.......... 15
(ii)
<PAGE>
Page
----
ARTICLE IX
----------
MISCELLANEOUS
-------------
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN............................. 16
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT............................... 16
SECTION 9.3 CONSTRUCTION OF LANGUAGE....................................... 17
SECTION 9.4 GOVERNING LAW.................................................. 17
SECTION 9.5 HEADINGS....................................................... 17
SECTION 9.6 NON-ALIENATION OF BENEFITS..................................... 17
SECTION 9.7 TAXES.......................................................... 17
SECTION 9.8 APPROVAL OF SHAREHOLDERS....................................... 17
SECTION 9.9 NOTICES........................................................ 18
ARTICLE X
---------
ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL
-------------------------------------------------------------
SECTION 10.1 ACCELERATED VESTING UPON RETIREMENT OR CHANGE IN CONTROL....... 19
SECTION 10.2 DISCRETION TO ESTABLISH VESTING SCHEDULES...................... 19
SECTION 10.3 ADJUSTMENTS FOR EXTRAORDINARY DIVIDENDS........................ 19
SECTION 10.4 NO EFFECT PRIOR TO SHAREHOLDER APPROVAL........................ 20
(iii)
<PAGE>
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
-----------------------------------------------
ARTICLE I
---------
PURPOSE
-------
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of Big Foot Financial Corp., to provide eligible directors,
certain key officers and employees of Big Foot Financial Corp. and its
affiliates with an incentive to achieve corporate objectives, to attract and
retain individuals of outstanding competence and to provide such individuals
with an equity interest in Big Foot Financial Corp.
ARTICLE II
----------
DEFINITIONS
-----------
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 BANK means Fairfield Savings Bank, F.S.B., a
federally chartered savings institution, and any successor thereto.
SECTION 2.2 BOARD means the board of directors of the Company.
SECTION 2.3 CHANGE IN CONTROL means any of the following
events:
(a) the occurrence of any event upon which any "person" (as
such term is used in sections 13(d) and 14(d) of the Exchange Act),
other than (A) a trustee or other fiduciary holding securities under an
employee benefit plan maintained for the benefit of employees of the
Company; (B) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company; or (C) any group constituting
a person in which employees of the Company are substantial members,
becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated
under the Exchange Act), directly or indirectly, of securities issued
by the Company representing 25% or more of the combined voting power of
all of the Company's then outstanding securities; or
<PAGE>
-2-
(b) the occurrence of any event upon which the individuals who
on the date the Plan is adopted are members of the Board, together with
individuals whose election by the Board or nomination for election by
the Company's shareholders was approved by the affirmative vote of at
least two-thirds of the members of the Board then in office who were
either members of the Board on the date this Plan is adopted or whose
nomination or election was previously so approved, cease for any reason
to constitute a majority of the members of the Board, but excluding,
for this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election contest
relating to the election of directors of the Company (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act); or
(c) the shareholders of the Company approve either:
(i) a merger or consolidation of the Company with any
other corporation, other than a merger or consolidation
following which both of the following conditions are
satisfied:
(A) either (I) the members of the Board of
the Company immediately prior to such merger or
consolidation constitute at least a majority of the
members of the governing body of the institution
resulting from such merger or consolidation; or (II)
the shareholders of the Company own securities of the
institution resulting from such merger or
consolidation representing 80% or more of the
combined voting power of all such securities of the
resulting institution then outstanding in
substantially the same proportions as their ownership
of voting securities of the Company immediately
before such merger or consolidation; and
(B) the entity which results from such
merger or consolidation expressly agrees in writing
to assume and perform the Company's obligations under
the Plan; or
(ii) a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all
or substantially all of its assets; and
(d) any event that would be described in section 2.3(a), (b)
or (c) if "the Bank" were substituted for "the Company" therein.
SECTION 2.4 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.5 COMMITTEE means the Committee described in section
4.1.
SECTION 2.6 COMPANY means Big Foot Financial Corp., a
corporation organized and existing under the laws of the State of Illinois, and
any successor thereto.
<PAGE>
-3-
SECTION 2.7 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with the Company which the
Committee shall have determined, on the basis of competent medical evidence, is
likely to be permanent.
SECTION 2.8 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of the Company or a subsidiary, (b) is
not a former employee of the Company who receives compensation for prior
services (other than benefits under a tax-qualified retirement plan) during the
taxable year, (c) has not been an officer of the Company, (d) does not receive
remuneration from the Company or a subsidiary, either directly or indirectly, in
any capacity other than as a director, and (e) does not possess an interest in
any other transaction, and is not engaged in a business relationship, for which
disclosure would be required pursuant to Item 404(a) or (b) of the proxy
solicitation rules of the Securities and Exchange Commission. The term
Disinterested Board Member shall be interpreted in such manner as shall be
necessary to conform to the requirements of section 162(m) of the Code or Rule
16b-3 promulgated under the Exchange Act.
SECTION 2.9 EFFECTIVE DATE means June 24, 1997.
SECTION 2.10 ELIGIBLE DIRECTOR means a member of the board of
directors of an Employer who is not also an employee or an officer of an
Employer.
SECTION 2.11 ELIGIBLE EMPLOYEE means any employee whom the
Committee may determine to be a key officer or employee of an Employer and
select to receive a grant of an Option pursuant to the Plan.
SECTION 2.12 EMPLOYER means the Company, the Bank and any
successor thereto and, with the prior approval of the Board, and subject to such
terms and conditions as may be imposed by the Board, any other savings bank,
savings and loan association, bank, corporation, financial institution or other
business organization or institution. With respect to any Eligible Employee or
Eligible Director, the Employer shall mean the entity which employs such person
or upon whose board of directors such person serves.
SECTION 2.13 EXCHANGE ACT means the Securities Exchange Act of
1934, as amended.
SECTION 2.14 EXERCISE PRICE means the price per Share at which
Shares subject to an Option may be purchased upon exercise of the Option,
determined in accordance with section 5.2 or 6.3.
SECTION 2.15 FAIR MARKET VALUE means, with respect to a Share
on a specified date:
(a) the final reported 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) as reported in the principal
consolidated reporting system with respect to securities listed or
admitted to trading on the principal United States securities exchange
on which the Shares are listed or admitted to trading; or
<PAGE>
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(b) if the Shares are not listed or admitted to trading on any
such exchange, the closing bid quotation with respect to a Share on
such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another
similar system, selected by the Committee, then in use; or
(c) if sections 2.15(a) and (b) are not applicable, the fair
market value of a Share as the Committee may determine.
SECTION 2.16 FAMILY MEMBER means the spouse, parent, child or
sibling of an Eligible Director or Eligible Employee.
SECTION 2.17 INCENTIVE STOCK OPTION means a right to purchase
Shares that is granted to Eligible Employees pursuant to section 6.1, that is
designated by the Committee to be an Incentive Stock Option and that is intended
to satisfy the requirements of section 422 of the Code.
SECTION 2.18 NON-PROFIT ORGANIZATION means any organization
which is exempt from federal income tax under section 501(c)(3), (4), (5), (6),
(7), (8) or (10) of the Code.
SECTION 2.19 NON-QUALIFIED STOCK OPTION means a right to
purchase Shares that is granted pursuant to section 5.1 or 6.1. For Eligible
Employees, an Option will be a Non-Qualified Stock Option if (a) it is not
designated by the Committee to be an Incentive Stock Option, or (b) it does not
satisfy the requirements of section 422 of the Code.
SECTION 2.20 OPTION means either an Incentive Stock Option or
a Non-Qualified Stock Option.
SECTION 2.21 OPTION PERIOD means the period during which an
Option may be exercised, determined in accordance with sections 5.3 and 6.4.
SECTION 2.22 OTS REGULATIONS means the regulations issued by
the Office of Thrift Supervision and applicable to the Plan, the Bank or the
Company.
SECTION 2.23 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.24 PLAN means the Big Foot Financial Corp. 1997
Stock Option Plan, as amended from time to time.
SECTION 2.25 RETIREMENT means retirement at or after the
normal or early retirement date set forth in any tax-qualified retirement plan
of the Bank or the Company.
SECTION 2.26 SHARE means a share of Common Stock, par value
$.01 per share, of Big Foot Financial Corp.
<PAGE>
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SECTION 2.27 TERMINATION FOR CAUSE means one of the following:
(a) for an Eligible Employee who is not an officer or employee
of any bank or savings institution regulated by the Office of Thrift
Supervision, "Termination for Cause" means termination of employment with the
Employer upon the occurrence of any of the following: (i) the employee
intentionally engages in dishonest conduct in connection with his performance of
services for the Employer resulting in his conviction of a felony; (ii) the
employee is convicted of, or pleads guilty or NOLO CONTENDERE to, a felony or
any crime involving moral turpitude; (iii) the employee willfully fails or
refuses to perform his duties under any employment or retention agreement and
fails to cure such breach within sixty (60) days following written notice
thereof from the Employer; (iv) the employee breaches his fiduciary duties to
the Employer for personal profit; or (v) the employee's willful breach or
violation of any law, rule or regulation (other than traffic violations or
similar offenses), or final cease and desist order in connection with his
performance of services for the Employer; and
(b) for an Eligible Employee who is an officer or employee of
a bank or savings institution regulated by the Office of Thrift Supervision,
"Termination for Cause" means termination of employment for personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease and desist order, or any material breach of this Plan, in each case
as measured against standards generally prevailing at the relevant time in the
savings and community banking industry; PROVIDED, HOWEVER, that such individual
shall not be deemed to have been discharged for cause unless and until he shall
have received a written notice of termination from the Board, which notice shall
be given to such individual not later than five (5) business days after the
board of directors of the Employer adopts, and shall be accompanied by, a
resolution duly approved by affirmative vote of a majority of the entire board
of directors of the Employer at a meeting called and held for such purpose
(which meeting shall be held not less than fifteen (15) days nor more than
thirty (30) days after notice to the individual), at which meeting there shall
be a reasonable opportunity for the individual to make oral and written
presentations to the members of the board of directors of the Employer, on his
own behalf, or through a representative, who may be his legal counsel, to refute
the grounds for the proposed determination) finding that in the good faith
opinion of the board of directors of the Employer grounds exist for discharging
the individual for cause.
ARTICLE III
-----------
AVAILABLE SHARES
----------------
SECTION 3.1 AVAILABLE SHARES.
Subject to section 8.3, the maximum aggregate number of Shares
with respect to which Options may be granted at any time shall be equal to the
excess of:
<PAGE>
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(a) 251,275 Shares; less
(b) the sum of:
(i) the number of Shares with respect to which
previously granted Options may then or may in the future be
exercised; plus
(ii) the number of Shares with respect to which
previously granted Options have been exercised.
A maximum aggregate of 201,020 Shares may be granted to Eligible Employees and
Options with respect to a maximum aggregate of 50,255 Shares may be granted to
Eligible Directors. For purposes of this section 3.1, an Option shall not be
considered as having been exercised to the extent that such Option terminates by
reason other than the purchase of related Shares; PROVIDED, HOWEVER, that for
purposes of meeting the requirements of section 162(m) of the Code, no Eligible
Employee who is a covered employee under section 162(m) of the Code shall
receive a grant of Options in excess of the amount specified under this section
3.1, computed as if any Option which is cancelled reduced the maximum number of
Shares.
ARTICLE IV
----------
ADMINISTRATION
--------------
SECTION 4.1 COMMITTEE.
The Plan shall be administered by the members of the
Compensation Committee of Big Foot Financial Corp. who are Disinterested Board
Members. If the Committee consists of fewer than two Disinterested Board
Members, then the Board shall appoint to the Committee such additional
Disinterested Board Members as shall be necessary to provide for a Committee
consisting of at least two Disinterested Board Members.
SECTION 4.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be binding upon the Company and all other interested
parties. Any Person dealing with the Committee shall be fully protected in
relying upon any written notice, instruction, direction or other communication
signed by the secretary of the Committee and one member of the Committee,
<PAGE>
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by two members of the Committee or by a representative of the Committee
authorized to sign the same in its behalf.
SECTION 4.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed from time to time by the Board, the Committee
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all
questions that may arise under the Plan as to eligibility for
participation in the Plan, the number of Shares subject to the Options,
if any, to be granted, and the terms and conditions thereof;
(b) to adopt rules and regulations and to prescribe forms for
the operation and administration of the Plan; and
(c) to take any other action not inconsistent with the
provisions of the Plan that it may deem necessary or appropriate.
ARTICLE V
---------
STOCK OPTIONS FOR ELIGIBLE DIRECTORS
------------------------------------
SECTION 5.1 IN GENERAL.
(a) On the Effective Date, each Eligible Director shall be
granted an Option to purchase 10,051 Shares.
(b) Any Option granted under this section 5.1 shall be
evidenced by a written agreement which shall specify the number of Shares
covered by the Option, the Exercise Price for the Shares subject to the Option
and the Option Period, all as determined pursuant to this Article V. The Option
agreement shall also set forth specifically or incorporate by reference the
applicable provisions of the Plan.
SECTION 5.2 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Director under section 5.1 may be exercised shall be the Fair Market Value of a
Share on the date on which the Option is granted.
<PAGE>
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SECTION 5.3 OPTION PERIOD.
(a) Subject to section 5.3(b), the Option Period during which
an Option granted to an Eligible Director under section 5.1 may be exercised
shall commence on the date the Option is granted and shall expire on the earlier
of:
(i) removal for cause in accordance with the
Employer's bylaws; or
(ii) the last day of the ten-year period commencing
on the date on which the Option was granted.
(b) During the Option Period, the maximum number of Shares as
to which an outstanding Option may be exercised shall be as follows:
(i) prior to the first anniversary of the date on
which the Plan is approved by shareholders pursuant to section
9.8, the Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to
the second anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of twenty percent (20%) of
the Shares subject to the Option;
(iii) on and after the second anniversary, but prior
to the third anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of forty percent (40%) of the
Shares subject to the Option, when granted, less any number of
optioned Shares purchased prior to such second anniversary;
(iv) on and after the third anniversary, but prior to
the fourth anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of sixty percent (60%) of the
Shares subject to the Option, when granted, less any number of
optioned Shares purchased prior to such third anniversary;
(v) on and after the fourth anniversary, but prior to
the fifth anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of eighty percent (80%) of
the Shares subject to the Option, when granted, less any
number of optioned Shares purchased prior to such fourth
anniversary; and
<PAGE>
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(vi) on and after the fifth anniversary of the date
on which the Plan is approved by shareholders pursuant to
section 9.8 and for the remainder of the Option Period, the
Option may be exercised as to the entire number of optioned
Shares not theretofore purchased;
PROVIDED, HOWEVER, that such Option(s) shall become fully exercisable, and all
optioned Shares not previously purchased shall become available for purchase, on
the date of the Option holder's death or Disability and remain exercisable for
the balance of the original ten year term.
ARTICLE VI
----------
STOCK OPTIONS FOR ELIGIBLE EMPLOYEES
------------------------------------
SECTION 6.1 SIZE OF OPTION.
Subject to sections 6.2 and 6.5 and such limitations as the
Board may from time to time impose, the number of Shares as to which an Eligible
Employee may be granted Options shall be determined by the Committee, in its
discretion. Except as provided in section 6.5, the maximum number of Shares that
may be optioned to any one individual under this Plan during its entire duration
shall be the entire number of Shares available under section 3.1 of the Plan.
SECTION 6.2 GRANT OF OPTIONS.
(a) Subject to the limitations of the Plan, the Committee may,
in its discretion, grant to an Eligible Employee an Option to purchase Shares.
The Option for such Eligible Employees must be designated as either an Incentive
Stock Option or a Non-Qualified Stock Option and, if not designated as either,
shall be a Non-Qualified Stock Option.
(b) Any Option granted under this section 6.2 shall be
evidenced by a written agreement which shall:
(i) specify the number of Shares covered by the
Option;
(ii) specify the Exercise Price, determined in
accordance with section 6.3, for the Shares subject to the
Option;
(iii) specify the Option Period determined in
accordance with section 6.4;
(iv) set forth specifically or incorporate by
reference the applicable provisions of the Plan; and
<PAGE>
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(v) contain such other terms and conditions not
inconsistent with the Plan as the Committee may, in its
discretion, prescribe with respect to an Option granted to an
Eligible Employee.
SECTION 6.3 EXERCISE PRICE.
The price per Share at which an Option granted to an Eligible
Employee shall be determined by the Committee, in its discretion; PROVIDED,
HOWEVER, that the Exercise Price shall not be less than the Fair Market Value of
a Share on the date on which the Option is granted.
SECTION 6.4 OPTION PERIOD.
Subject to section 6.5, the Option Period during which an
Option granted to an Eligible Employee may be exercised shall commence on the
date specified by the Committee in the Option agreement and shall expire on the
date specified in the Option agreement or, if no date is specified, on the
earliest of:
(a) the close of business on the last day of the three-month
period commencing on the date of the Eligible Employee's termination of
employment with the Employer, other than on account of death or
Disability, Retirement or a Termination for Cause;
(b) the close of business on the last day of the one-year
period commencing on the date of the Eligible Employee's termination of
employment due to death, Disability or Retirement;
(c) the date and time when the Eligible Employee ceases to be
an employee of the Employer due to a Termination for Cause; and
(d) the last day of the ten-year period commencing on the date
on which the Option was granted.
SECTION 6.5 REQUIRED REGULATORY PROVISIONS.
Notwithstanding anything contained herein to the contrary:
(a) no Option shall be granted to an Eligible Employee under
the Plan prior to shareholder approval under section 9.8;
(b) no Eligible Employee may be granted Options to purchase
more than 62,819 Shares.
<PAGE>
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(c) each Option granted to an Eligible Employee shall become
exercisable as follows:
(i) prior to the first anniversary of the date on
which the Plan is approved by shareholders pursuant to section
9.8, the Option shall not be exercisable;
(ii) on and after the first anniversary, but prior to
the second anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of twenty percent (20%) of
the Shares subject to the Option when granted;
(iii) on and after the second anniversary, but prior
to the third anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of forty percent (40%) of the
Shares subject to the Option when granted, less any optioned
Shares purchased prior to such second anniversary;
(iv) on and after the third anniversary, but prior to
the fourth anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of sixty percent (60%) of the
Shares subject to the Option when granted, less any optioned
Shares purchased prior to such third anniversary;
(v) on and after the fourth anniversary, but prior to
the fifth anniversary, of the date on which the Plan is
approved by shareholders pursuant to section 9.8, the Option
may be exercised as to a maximum of eighty percent (80%) of
the Shares subject to the Option when granted, less any
optioned Shares purchased prior to such fourth anniversary;
and
(vi) on and after the fifth anniversary of the date
on which the Plan is approved by shareholders pursuant to
section 9.8 and for the remainder of the Option Period, the
Option may be exercised as to the entire number of optioned
Shares not theretofore purchased;
PROVIDED, HOWEVER, that such an Option shall become fully exercisable,
and all optioned Shares not previously purchased shall become available
for purchase, on the date of the Option holder's death or Disability;
PROVIDED, FURTHER, that the Committee may establish a different vesting
schedule if not inconsistent with section 563b.3(g) of OTS Regulations.
(d) The Option Period of any Option granted to an Eligible
Employee hereunder, whether or not previously vested, shall be
suspended as of the time and date at which the Option holder has
received notice from the Board that his or her employment is subject to
a possible Termination for Cause. Such suspension shall remain in
effect until the Option holder receives official notice from the Board
that he or she has been cleared of any possible Termination for Cause,
at which time,
<PAGE>
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the original Exercise Period shall be reinstated without any adjustment
for the intervening suspended period. In the event that the Option
Period under section 6.4 expires during such suspension, the Company
shall pay to the Eligible Employee, within 30 days after his or her
reinstatement as an employee of the Company, damages equal to the value
of the expired Options less the Exercise Price of such Options.
(e) No Option granted to an Eligible Employee hereunder,
whether or not previously vested, shall be exercised after the time and
date at which the Option holder's employment with the Employer is
terminated in a Termination for Cause.
SECTION 6.6 ADDITIONAL RESTRICTIONS ON INCENTIVE STOCK
OPTIONS.
In addition to the limitations of section 7.2, an Option
granted to an Eligible Employee designated by the Committee to be an Incentive
Stock Option shall be subject to the following limitations:
(a) If, for any calendar year, the sum of (i) plus (ii)
exceeds $100,000, where (i) equals the Fair Market Value (determined as
of the date of the grant) of Shares subject to an Option intended to be
an Incentive Stock Option which first become available for purchase
during such calendar year, and (ii) equals the Fair Market Value
(determined as of the date of grant) of Shares subject to any other
options intended to be Incentive Stock Options and previously granted
to the same Eligible Employee which first become exercisable in such
calendar year, then that number of Shares optioned which causes the sum
of (i) and (ii) to exceed $100,000 shall be deemed to be Shares
optioned pursuant to a Non-Qualified Stock Option or Non-Qualified
Stock Options, with the same terms as the Option or Options intended to
be an Incentive Stock Option;
(b) The Exercise Price of an Incentive Stock Option granted to
an Eligible Employee who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company shall not be less than 110% of the
Fair Market Value of a Share, and if an Option designated as an
Incentive Stock Option shall be granted at an Exercise Price that does
not satisfy this requirement, the designated Exercise Price shall be
observed and the Option shall be treated as a Non-Qualified Stock
Option;
(c) The Option Period of an Incentive Stock Option granted to
an Eligible Employee who, at the time the Option is granted, owns
Shares comprising more than 10% of the total combined voting power of
all classes of stock of the Company, shall expire no later than the
fifth anniversary of the date on which the Option was granted, and if
an Option designated as an Incentive Stock Option shall be granted for
an Option Period that does not satisfy this requirement, the designated
Option Period shall be observed and the Option shall be treated as a
Non-Qualified Stock Option;
<PAGE>
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(d) An Incentive Stock Option that is exercised during its
designated Option Period but more than:
(i) three (3) months after the termination of
employment with the Company, a parent or a subsidiary (other
than on account of disability within the meaning of section
22(e)(3) of the Code or death) of the Eligible Employee to
whom it was granted; and
(ii) one (1) year after such individual's termination
of employment with the Company, a parent or a subsidiary due
to disability (within the meaning of section 22(e)(3) of the
Code);
may be exercised in accordance with the terms but shall at the time of
exercise be treated as a Non-Qualified Stock Option; and
(e) Except with the prior written approval of the Committee,
no individual shall dispose of Shares acquired pursuant to the exercise
of an Incentive Stock Option until after the later of (i) the second
anniversary of the date on which the Incentive Stock Option was
granted, or (ii) the first anniversary of the date on which the Shares
were acquired.
ARTICLE VII
-----------
OPTIONS -- IN GENERAL
---------------------
SECTION 7.1 METHOD OF EXERCISE.
(a) Subject to the limitations of the Plan and the Option
agreement, an Option holder may, at any time during the Option Period, exercise
his or her right to purchase all or any part of the Shares to which the Option
relates; PROVIDED, HOWEVER, that the minimum number of Shares which may be
purchased at any time shall be 100, or, if less, the total number of Shares
relating to the Option which remain unpurchased. An Option holder shall exercise
an Option to purchase Shares by:
(i) giving written notice to the Committee, in such
form and manner as the Committee may prescribe, of his intent
to exercise the Option;
(ii) delivering to the Committee full payment,
consistent with section 7.1(b), for the Shares as to which the
Option is to be exercised; and
(iii) satisfying such other conditions as may be
prescribed in the Option agreement.
<PAGE>
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(b) The Exercise Price of Shares to be purchased upon exercise
of any Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or, if and to the extent permitted
by the Committee, by one or more of the following: (i) in the form of Shares
already owned by the Option holder having an aggregate Fair Market Value on the
date the Option is exercised equal to the aggregate Exercise Price to be paid;
(ii) by requesting the Company to cancel without payment Options outstanding to
such Person for that number of Shares whose aggregate Fair Market Value on the
date of exercise, when reduced by their aggregate Exercise Price, equals the
aggregate Exercise Price of the Options being exercised; or (iii) by a
combination thereof. Payment for any Shares to be purchased upon exercise of an
Option may also be made by delivering a properly executed exercise notice to the
Company, together with a copy of irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds to pay the purchase
price. To facilitate the foregoing, the Company may enter into agreements for
coordinated procedures with one or more brokerage firms.
(c) When the requirements of section 7.1(a) and (b) have been
satisfied, the Committee shall take such action as is necessary to cause the
issuance of a stock certificate evidencing the Option holder's ownership of such
Shares. The Person exercising the Option shall have no right to vote or to
receive dividends, nor have any other rights with respect to the Shares, prior
to the date as of which such Shares are transferred to such Person on the stock
transfer records of the Company, and no adjustments shall be made for any
dividends or other rights for which the record date is prior to the date as of
which such transfer is effected, except as may be required under section 8.3.
SECTION 7.2 LIMITATIONS ON OPTIONS.
(a) An Option by its terms shall not be transferable by the
Option holder other than to Family Members or Non-profit Organizations or by
will or by the laws of descent and distribution and shall be exercisable, during
the lifetime of the Option holder, only by the Option holder, a Family Member or
a Non-profit Organization. Any such transfer shall be effected by written notice
to the Company given in such form and manner as the Committee may prescribe and
shall be recognized only if such notice is received by the Company prior to the
death of the person giving it. Thereafter, the transferee shall have, with
respect to such Option, all of the rights, privileges and obligations which
would attach thereunder to the transferor if the Option were issued to such
transferor. If a privilege of the Option depends on the life, employment or
other status of the transferor, such privilege of the Option for the transferee
shall continue to depend on the life, employment or other status of the
transferor. The Committee shall have full and exclusive authority to interpret
and apply the provisions of this Plan to transferees to the extent not
specifically described herein. Notwithstanding the foregoing, an Incentive Stock
Option is not transferable by an Eligible Employee other than by will or the
laws of descent and distribution, and is exercisable, during his lifetime,
solely by him.
(b) The Company's obligation to deliver Shares with respect to
an Option shall, if the Committee so requests, be conditioned upon the receipt
of a representation as to the investment intention of the Option holder 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
<PAGE>
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applicable federal, state or local law. It may be provided that any such
representation shall become inoperative upon a registration of the Shares or
upon the occurrence of any other event eliminating the necessity of such
representation. The Company 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, or (ii) the completion of such
registration or other qualification under any state or federal law, rule or
regulation as the Committee shall determine to be necessary or advisable.
ARTICLE VIII
------------
AMENDMENT AND TERMINATION
-------------------------
SECTION 8.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time prior to the tenth anniversary of the Effective Date by giving
written notice of such suspension or termination to the Committee. Unless
sooner terminated, the Plan shall terminate automatically on the day preceding
the tenth anniversary of the Effective Date. In the event of any suspension or
termination of the Plan, all Options theretofore granted under the Plan that are
outstanding on the date of such suspension or termination of the Plan shall
remain outstanding and exercisable for the period and on the terms and
conditions set forth in the Option agreements evidencing such Options.
SECTION 8.2 AMENDMENT.
The Board, after December 19, 1997, may amend or revise the
Plan in whole or in part at any time; PROVIDED, HOWEVER, that, to the extent
required to comply with section 162(m) of the Code, no such amendment or
revision shall be effective if it amends a material term of the Plan unless
otherwise approved at an annual or special meeting of the shareholders of Big
Foot Financial Corp.
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization in which the Company is the surviving entity, and in the
event of any stock split, stock dividend or other event generally affecting the
number of Shares held by each Person who is then a holder of record of Shares,
the number of Shares covered by each outstanding Option and the number of Shares
available pursuant to section 3.1 shall be adjusted to account for such event.
Such adjustment shall be effected by multiplying such number of Shares by an
amount equal to the number of Shares that would be owned after such event by a
Person who, immediately prior to such event, was the holder of record of one
Share, and the Exercise Price of the Options shall be adjusted by
<PAGE>
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dividing the Exercise Price by such number of Shares; PROVIDED, HOWEVER, that
the Committee may, in its discretion, establish another appropriate method of
adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization in which the Company is not the surviving entity, any
currently exercisable Options granted under the Plan which remain outstanding
may be cancelled as of the effective date of such merger, consolidation,
business reorganization, liquidation or sale by the Board upon 30 days' written
notice to the Option holder; PROVIDED, HOWEVER, that on or as soon as
practicable following the date of cancellation, each Option holder shall receive
a monetary payment in such amount, or other property of such kind and value, as
the Board determines in good faith to be equivalent in value to the Options that
have been cancelled.
(c) In the event that the Company shall declare and pay any
dividend with respect to Shares (other than a dividend payable in Shares) which
results in a nontaxable return of capital to the holders of Shares for federal
income tax purposes or otherwise than by dividend makes distribution of property
to the holders of its Shares, then the Company may, with the prior written
approval of or prior written notice of non-objection from the Office of Thrift
Supervision, adjust the Exercise Price of each outstanding Option in such
uniform and nondiscriminatory manner as the Committee, in its discretion, may
determine to be necessary to equitably reflect the effect of such dividend or
other distribution on the market prices at which Shares may be bought and sold
on the open market.
ARTICLE IX
----------
MISCELLANEOUS
-------------
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as
amended. The Plan shall be construed and administered so as to effectuate this
intent.
<PAGE>
-17-
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Director or Eligible
Employee any right to a continuation of his or her position as a director or
employee of the Company. The Employers reserve the right to remove any Eligible
Director or dismiss any Eligible Employee or otherwise deal with any Eligible
Director or Eligible Employee to the same extent as though the Plan had not been
adopted.
SECTION 9.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 9.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the laws of the State of Illinois without giving effect to the
conflict of laws principles thereof, except to the extent that such laws are
preempted by federal law. The Plan shall be construed to comply with applicable
OTS Regulations.
SECTION 9.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
SECTION 9.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts, except to the extent provided in a qualified domestic relations order as
defined in section 414(p) of the Code.
SECTION 9.7 TAXES.
The Company shall have the right to deduct from all amounts
paid by the Company in cash with respect to an Option under the Plan any taxes
required by law to be withheld with respect to such Option. Where any Person is
entitled to receive Shares pursuant to the exercise of an Option, the Company
shall have the right to require such Person to pay the Company the
<PAGE>
-18-
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 amount required to be withheld.
SECTION 9.8 APPROVAL OF SHAREHOLDERS.
The Plan shall not be effective or implemented unless approved
by shareholders of Big Foot Financial Corp. as follows:
(1) if, prior to the one year anniversary of the stock
conversion of Fairfield Savings Bank, F.S.B. to stock form, the Plan is
approved by the holders of a majority of the total votes eligible to be
cast at any duly called annual or special meeting of the Company, the
Plan shall be effective as of the date of such approval; and
(2) if subsequent to the one year anniversary of such
conversion, the Plan is approved by the affirmative vote of the holders
of a majority of Shares present or represented by proxy at the meeting
and entitled to vote at an annual or special meeting at which a quorum
is present, the Plan shall be effective as of the date of such
approval.
Shareholder approval shall not be obtained at an annual or special meeting held
earlier than six months following such conversion unless permitted by the Office
of Thrift Supervision. No Option shall be granted prior to shareholder approval
of the Plan.
SECTION 9.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
(a) If to the Committee:
Big Foot Financial Corp.
1190 RFD
Long Grove, Illinois 60047
Attention: CORPORATE SECRETARY
(b) If to an Option holder, to the Option holder's address as
shown in the Employer's records.
<PAGE>
-19-
ARTICLE X
---------
ADDITIONAL PROVISIONS SUBJECT TO FURTHER SHAREHOLDER APPROVAL
-------------------------------------------------------------
SECTION 10.1 ACCELERATED VESTING UPON RETIREMENT OR CHANGE IN
CONTROL.
Notwithstanding anything in the Plan to the contrary, but
subject to section 10.4: (a) in the event that any Option holder terminates
service with the Employer and such termination constitutes a Retirement, all
Options outstanding to such holder on the date of his Retirement shall, to the
extent not already exercisable, become exercisable upon Retirement; and (b) in
the event of a Change in Control, all Options outstanding under the Plan on the
date of the Change in Control shall, to the extent not already exercisable,
become exercisable on the date of the Change in Control.
SECTION 10.2 DISCRETION TO ESTABLISH VESTING SCHEDULES.
Notwithstanding anything in the Plan to the contrary, but
subject to section 10.4, after December 19, 1997, section 6.5(c) shall apply in
determining the exercisability of Options granted to Eligible Employees only if
no different vesting schedule is established by the Committee and specified in
the agreement evidencing an outstanding Option.
SECTION 10.3 ADJUSTMENTS FOR EXTRAORDINARY DIVIDENDS.
Notwithstanding anything in the Plan to the contrary, but
subject to section 10.4, in the event that the Company shall, after December 19,
1997, declare and pay any dividend with respect to Shares (other than a dividend
payable in Shares) which results in a nontaxable return of capital to the
holders of Shares for federal income tax purposes or otherwise than by dividend
makes distribution of property to the holders of its Shares, the Company shall,
in the discretion of the Committee, either:
(a) make an equivalent payment to each person holding
an outstanding Option as of the record date for such dividend.
Such payment shall be made at substantially the same time, in
substantially the same form and in substantially the same
amount per optioned Share as the dividend or other
distribution paid with respect to outstanding Shares;
PROVIDED, HOWEVER, that if any dividend or distribution on
outstanding Shares is paid in property other than cash, the
Company, in the Committee's discretion, may make such payment
in a cash amount per optioned Share equal in fair market value
to the fair market value of the non-cash dividend or
distribution; or
<PAGE>
-20-
(b) adjust the Exercise Price of each outstanding
Option in such manner as the Committee may determine to be
appropriate to equitably reflect the payment of the dividend:
or
(c) take the action described in section 10.3(a) with
respect to certain outstanding Options and the action
described in section 10.3(b) with respect to the remaining
outstanding Options.
SECTION 10.4 NO EFFECT PRIOR TO SHAREHOLDER APPROVAL.
Notwithstanding anything contained in this Article X to the
contrary, the provisions of this Article X shall not be applied, and shall be of
no force or effect, unless and until the shareholders of the Company shall have
approved such provisions by affirmative vote of the holders of a majority of the
Shares represented in person or by proxy and entitled to vote at a meeting of
shareholders duly called and held after December 19, 1997.
OUTSIDE DIRECTORS
-----------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
________________________________________________________ ______-_______-_______
NAME OF OPTION RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
_____________________________ _______________________ ________________________
CITY STATE ZIP CODE
This Non-Qualified Stock Option Agreement is intended to set forth the terms and
conditions on which a Non-Qualified Stock Option has been granted under the Big
Foot Financial Corp. 1997 Stock Option Plan. Set forth below are the specific
terms and conditions applicable to this Non-Qualified Stock Option.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
======================================================================================================================
Option Grant (A) (B) (C) (D) (E)
============================= ================ ================ =============== ================ =================
<S> <C> <C> <C> <C> <C>
Grant Date:
Class of Optioned Shares*
No. of Optioned Shares*
Exercise Price Per Share*
VESTING
Earliest Exercise Date*
Option Expiration Date*
============================= ================ ================ =============== ================ =================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Big Foot Financial Corp. (the "Company")
grants this Non-Qualified Stock Option with respect to the shares of its common
stock, par value $0.01 per share ("Common Stock"), identified above, upon the
specified terms and conditions, and the Option Recipient acknowledges receipt of
this Non-Qualified Stock Option Agreement, including Exhibit A, and agrees to
observe and be bound by the terms and conditions set forth herein. The Option
Recipient also acknowledges receiving a Prospectus for Outside Directors
relating to the offering of Common Stock under the Plan.
BIG FOOT FINANCIAL CORP. OPTION RECIPIENT
By _______________________________________________ __________________________
NAME: NAME OF RECIPIENT
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants, each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A - OUTSIDE DIRECTORS
-----------------------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. The Company does not intend
the Option evidenced hereby to be an "incentive stock option" within the meaning
of section 422 of the Internal Revenue Code of 1986 ("Code"). This Option shall
be treated for all purposes as a NonQualified Stock Option under the Code.
SECTION 2. OPTION PERIOD. (a) You shall have the right to
purchase all or any portion of the optioned Common Stock at any time during the
period ("Option Period") commencing on the Earliest Exercise Date and ending on
the earlier to occur of the following dates:
(i) the date of your "removal for cause" determined
in accordance with the Company's By-Laws; or
(ii) the last day of the ten-year period commencing
on the date on which the Option was granted.
(b) Upon the termination of your service with the Company, any
Option granted hereunder whose Earliest Exercise Date has not occurred is deemed
forfeited. In the event your termination of service results from death or
disability (as defined in the Plan), the date of termination will be the
Earliest Exercise Date for any Option that is not already exercisable. In the
event of your retirement (as defined in the Plan) or a change in control (as
defined in the Plan), the date of your retirement or the change in control shall
be the Earliest Exercise Date for any Options that are not already exercisable.
SECTION 3. EXERCISE PRICE. During the Option Period, you shall
have the right to purchase all or any portion of the optioned Common Stock at
the Exercise Price per share.
SECTION 4. METHOD OF EXERCISE. You may, at any time during the
Option Period, exercise your right to purchase all or any part of the optioned
Common Stock then available for purchase; PROVIDED, HOWEVER, that the minimum
number of shares of optioned Common Stock which may be purchased shall be one
hundred (100) or, if less, the total number of shares of optioned Common Stock
then available for purchase. You may exercise your right by:
(a) giving written notice to the Management Salary
Compensation Committee (the "Committee"), in the form attached hereto
as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Big Foot Financial Corp., (ii) in shares of Common Stock duly endorsed for
transfer and with all necessary stock transfer tax stamps attached, already
owned by you and having a fair market value equal to the Exercise Price, such
fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order
<PAGE>
to comply with or conform to the requirements of any applicable laws or
regulations, or (iii) in a combination of (i) and (ii).
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as practicable following the date on which the you have satisfied the
requirements of section 4, the Committee shall take such action as is necessary
to cause the Company to issue a stock certificate evidencing your ownership of
the optioned Common Stock that has been purchased. You shall have no right to
vote or to receive dividends, nor any other rights with respect to optioned
Common Stock, prior to the date as of which such optioned Common Stock is
transferred to you on the stock transfer records of the Company, and no
adjustments shall be made for any dividends or other rights for which the record
date is prior to the date as of which such transfer is effected. The obligation
of the Company to deliver Common Stock under this Agreement shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the person to whom such Common Stock is to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Common Stock or upon the occurrence of any other
event eliminating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the Option granted hereunder and the Exercise Price per
share of such Option shall be adjusted in accordance with section 8.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
any exercisable option granted hereunder shall be canceled or adjusted in
accordance with the Plan. In the event that the Company shall declare and pay
any dividend with respect to shares of Common Stock (other than a dividend
payable in shares of Common Stock) which results in a nontaxable return of
capital to the holders of shares of Common Stock for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its shares of Common Stock, at the election of the Committee, the
Company shall either (i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution in
accordance with section 10.3(a) of the Plan or (ii) adjust the Exercise Price
per share of outstanding Options in accordance with section 10.3(a) of the Plan
in such a manner as the Committee may determine to be necessary to reflect the
effect of the dividend or distribution, or (iii) take any other action described
in section 10.3(a) of the Plan.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon you any right to a
continuation of service by the Company. You may be dismissed or otherwise dealt
with as though this Agreement had not been entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold
<PAGE>
with respect to such shares, or, in lieu thereof, to retain, or to sell without
notice, a sufficient number of shares to cover the amount required to be
withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Big Foot Financial Corp.
c/o Fairfield Savings Bank, F.S.B.
1190 RFD
Long Grove, Illinois 60047
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The Option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such Option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary who may exercise your Options
following your death, complete the attached Appendix B and file it with the
Corporate Secretary of Big Foot Financial Corp.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and you and your
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of Illinois without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Company and
you.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
you are acknowledging receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN ("OPTION PLAN") THAT
YOU ARE EXERCISING YOUR RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF BIG FOOT FINANCIAL CORP. (THE "COMPANY") PURSUANT
TO AN OPTION ("OPTION") GRANTED UNDER THE OPTION PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED ("OPTION
RECIPIENT"), YOU MUST ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT
ENTERED INTO BETWEEN BIG FOOT AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO: BIG FOOT FINANCIAL CORP., C/O FAIRFIELD SAVINGS BANK, 1190 RFD, LONG GROVE, ILLINOIS
60047 ATTENTION: CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE
FOLLOWING THE DATE THIS NOTICE IS RECEIVED BY THE COMPANY, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE
DATE"). EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER
THE OPTION PLAN. THIS NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE OPTION PLAN AND THE AGREEMENT.
<S> <C> <C>
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION
AGREEMENT.
NAME OF OPTION RECIPIENT: __________________________________________________________________
OPTION GRANT DATE: ____________________, __________ EXERCISE PRICE PER SHARE: $_________.____
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF PAYMENT.
TOTAL EXERCISE PRICE ________________ x $__________.______ = $______________________
(No. of Shares) (Exercise Price) (Total Exercise Price)
METHOD OF PAYMENT
/_/ I enclose a certified check, money order, or bank draft payable to the order of Big Foot
Financial Corp. in the amount of $______________
/_/ I enclose Shares duly endorsed for transfer to Big Foot Financial Corp. with all transfer
stamps attached and having a fair market value of $______________
Total Exercise Price $______________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased pursuant to this Notice of Exercise above be
issued to the following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
__________________________________________________________________________ ________-________-________ ______________________
__________________________________________________________________________
__________________________________________________________________________ ________-________-________ ______________________
__________________________________________________________________________
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK OPTIONS ONLY. BENEFICIARIES AND OUTSIDE DIRECTORS
SHOULD NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to
the Shares to be issued to me pursuant to this Notice, but that I may request the Company to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in
the following manner [check one]:
/_/ Withhold from other wages payable to me.
/_/ With a certified or bank check that I will deliver to the Committee on the day after the Effective Date of my
Option exercise.
/_/ With the proceeds from a sale of Shares that would otherwise be distributed to me.
/_/ Retain Shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are not binding on the Committee, and that the
Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the
Effective Date. I further understand that the Committee may request additional information or assurances regarding the
manner and time at which I will report the income attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal
amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
S H I understand that I must rely on, and consult with, my own tax and legal counsel (and not the Company) regarding the
I E application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my
G R Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes
N E (INCLUDING ESTIMATED TAXES) that may become due upon the sale (including a sale pursuant to a "cashless exercise") or
other disposition of Shares issued pursuant to this Notice and that I must consult with my own tax advisor regarding
how and when such income will be reportable.
____________________________________________________________________________________ ______________________
SIGNATURE DATE
__________________________________________________________________________________________________________________________
ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
CORPORATE SECRETARY
Received [CHECK ONE]: /_/ By Hand /_/ By Mail Post Marked
______________________________
DATE OF POST MARK
By______________________________________________________________________________________________ ______________________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
APPENDIX B TO STOCK OPTION AGREEMENT
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR
DEATH.
NAME OF PERSON
MAKING DESIGNATION______________________________________________________________________ SOCIAL SECURITY NUMBER_____-_____-_______
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
DESIGNATION CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Option Plan, reserving
the right to change or revoke this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Option Plan
to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death as to all outstanding Options:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the
I E Corporate Secretary of Big Foot Financial Corp. prior to my death, and that it is subject to all of the terms and
G R conditions of the Option Plan. I also understand that an effective Beneficiary designation revokes my prior
N E designation(s) with respect to all outstanding Options.
_______________________________________________________________________________________ ___________________________
YOUR SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
This Beneficiary Designation was received by the Corporate Secretary of Comments
Big Foot Financial Corp. on the date indicated.
By________________________________________________ _________________
AUTHORIZED SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Officers And Employees
----------------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
________________________________________________________ ______-_______-_______
NAME OF OPTION RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
_____________________________ _______________________ ________________________
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the Big Foot Financial Corp. 1997
Stock Option Plan. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general terms and
conditions.
<TABLE>
<CAPTION>
======================================================================================================================
Option Grant (A) (B) (C) (D) (E)
============================= ================ ================ =============== ================ =================
<S> <C> <C> <C> <C> <C>
Grant Date:
Class of Optioned Shares*
No. of Optioned Shares*
Exercise Price Per Share*
Option Type (ISO or NQSO)
VESTING
Earliest Exercise Date*
Option Expiration Date*
============================= ================ ================ =============== ================ =================
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Big Foot Financial Corp. (the "Company")
grants this Stock Option with respect to the shares of its common stock, par
value $0.01 per share ("Common Stock"), identified above, upon the specified
terms and conditions, and the Option Recipient acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound
by the terms and conditions set forth herein.
BIG FOOT FINANCIAL CORP. OPTION RECIPIENT
By _______________________________________________ __________________________
NAME: NAME OF RECIPIENT
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
<PAGE>
EXHIBIT A - OFFICERS AND EMPLOYEES
----------------------------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. If the Option is designated
as an ISO, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue Code of
1986 ("Code"). If the Option or any part of the Option does not qualify as an
"incentive stock option" under the Plan or the Code, the Option or the part not
qualifying shall be treated as a Non-Qualified Stock Option under the Code.
SECTION 2. OPTION PERIOD. (a) You shall have the right to
purchase all or any portion of the optioned Common Stock at any time during the
period ("Option Period") commencing on the Earliest Exercise Date and ending on
the earliest to occur of the following dates:
(i) the close of business on the last day of the
3-month period commencing on the date of the termination of
all employment with the Company and the Fairfield Savings
Bank, F.S.B.; provided, however, that if such termination is
on account of death, disability or retirement, such date shall
be the last day of the 1-year period commencing on such
termination;
(ii) the date of Termination for Cause; or
(iii) the Option Expiration Date.
(b) If the Option is designated as an ISO, the favorable tax
treatment applicable to incentive stock options may not apply if it is
exercisable more than three months after your termination of employment for
reasons other than total and permanent disability (within this meaning of
section 22(e)(3) of the Code) or more than one year after your termination of
employment due to total and permanent disability.
(c) Upon the termination of the your service with the Company,
any Option granted hereunder whose Earliest Exercise Date has not occurred is
deemed forfeited. In the event your termination results from your death or
disability (as defined in the Plan), the date of your termination shall be the
Earliest Exercise Date for any options that are not already exercisable. In the
event of your retirement (as defined in the Plan) or a change in control (as
defined in the Plan), the date of such retirement or change in control shall be
the Earliest Exercise Date of any Options that are not already exercisable.
<PAGE>
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, you shall have the right to purchase all
or any portion of the optioned Common Stock at the Exercise Price per share.
SECTION 4. METHOD OF EXERCISE. You may, at any time during the
Option Period provided by section 2, exercise your right to purchase all or any
part of the optioned Common Stock then available for purchase; PROVIDED,
HOWEVER, that the minimum number of shares of optioned Common Stock which may be
purchased shall be one hundred (100) or, if less, the total number of shares of
optioned Common Stock then available for purchase. You may exercise such right
by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Fairfield Savings Bank, F.S.B., (ii) in shares of Common Stock duly endorsed
for transfer and with all necessary stock transfer tax stamps attached, already
owned by you and having a fair market value equal to the Exercise Price, such
fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a combination of
(i) and (ii). If this Option is designated as an ISO, you shall not, without the
prior written approval of the Committee, dispose of shares of Common Stock
acquired pursuant to the exercise of an "Incentive Stock Option" until after the
later of (i) the second anniversary of the date on which the Incentive Stock
Option was granted, or (ii) the first anniversary of the date on which the
Incentive Stock Option was exercisable.
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which you have satisfied the
requirements of section 4, the Committee shall take such action as is necessary
to cause the Company to issue a stock certificate evidencing your ownership of
the optioned Common Stock that has been purchased. You shall have no right to
vote or to receive dividends, nor have any other rights with respect to optioned
Common Stock, prior to the date as of which such optioned Common Stock is
transferred to you on the stock transfer records of the Company, and no
adjustments shall be made for any dividends or other rights for which the record
date is prior to the date as of which such transfer is effected. The obligation
of the Company to deliver Common Stock under this Agreement shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the person to whom such Common Stock is to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Common Stock or upon the occurrence of any other
event eliminating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
<PAGE>
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the option granted hereunder and the Exercise Price per
share of such option shall be adjusted in accordance with section 8.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
any exercisable option granted hereunder shall be cancelled or adjusted in
accordance with the Plan. In the event that the Company shall declare and pay
any dividend with respect to shares of Common Stock (other than a dividend
payable in shares of Common Stock) which results in a nontaxable return of
capital to the holders of shares of Common Stock for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its shares of Common Stock, at the election of the Committee, the
Company shall either (i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution in
accordance with section 10.3(a) of the Plan or (ii) adjust the Exercise Price
per share of outstanding Options in such a manner as the Committee may determine
to be necessary to reflect the effect of the dividend or distribution, or (iii)
take any other action described in section 10.3(a) of the Plan.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon you any right to a
continuation of service by the Company or the Fairfield Savings Bank, F.S.B. You
may be dismissed or otherwise dealt with as though this agreement had not been
entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company 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 amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Big Foot Financial Corp.
c/o Fairfield Savings Bank, F.S.B.
1190 RFD
Long Grove, Illinois 60047
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
<PAGE>
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary who may exercise your Options
following your death, complete the attached Appendix B and file it with the
Corporate Secretary of Big Foot Financial Corp.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and you and your
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of Illinois without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Company and
you.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
you acknowledge receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO STOCK OPTION AGREEMENT
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
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USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN("PLAN") THAT YOU ARE
EXERCISING YOUR RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF BIG FOOT FINANCIAL CORP. (THE "COMPANY") PURSUANT TO AN
OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED ("OPTION RECIPIENT"), YOU MUST
ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT ENTERED INTO BETWEEN
THE COMPANY AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED TO: BIG FOOT FINANCIAL CORP., C/O FAIRFIELD SAVINGS BANK, 1190 RFD, LONG GROVE, ILLINOIS 60047 ATTENTION:
CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE
THIS NOTICE IS RECEIVED BY THE COMPANY, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS
SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE PLAN. THIS
NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THE AGREEMENT.
<S> <C> <C>
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION
AGREEMENT.
NAME OF OPTION RECIPIENT: __________________________________________________________________
OPTION GRANT DATE: ____________________, __________ EXERCISE PRICE PER SHARE: $_________.____
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF PAYMENT.
TOTAL EXERCISE PRICE ________________ x $__________.______ = $______________________
(No. of Shares) (Exercise Price) (Total Exercise Price)
METHOD OF PAYMENT
/_/ I enclose a certified check, money order, or bank draft payable to the order of Big Foot
Financial Corp. in the amount of $______________
/_/ I enclose Shares duly endorsed for transfer to the Company with all stamps attached and
having a fair market value of $______________
Total Exercise Price $______________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased pursuant to section 2 above be issued to the
following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
__________________________________________________________________________ ________-________-________ ______________________
__________________________________________________________________________
__________________________________________________________________________ ________-________-________ ______________________
__________________________________________________________________________
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK OPTIONS ONLY. BENEFICIARIES AND OUTSIDE DIRECTORS
SHOULD NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to
the Shares to be issued to me pursuant to this Notice, but that I may request the Company to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in
the following manner [check one]:
/_/ With a certified or bank check that I will deliver to the Committee on the day after the Effective Date of my
Option exercise.
/_/ With the proceeds from a sale of Shares that would otherwise be distributed to me.
/_/ Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are not binding on the Committee, and that the
Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the
Effective Date. I further understand that the Committee may request additional information or assurances regarding the
manner and time at which I will report the income attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal
amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
S H I understand that I must rely on, and consult with, my own tax and legal counsel (and not the Company) regarding the
I E application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my
G R Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes that may
N E become due upon the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued
pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be
reportable.
____________________________________________________________________________________ ______________________
SIGNATURE DATE
__________________________________________________________________________________________________________________________
ADDRESS
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- -------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
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CORPORATE SECRETARY
Received [CHECK ONE]: /_/ By Hand /_/ By Mail Post Marked
______________________________
DATE OF POST MARK
By______________________________________________________________________________________________ ______________________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
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</TABLE>
<PAGE>
APPENDIX B TO STOCK OPTION AGREEMENT
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
<TABLE>
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<S> <C> <C> <C> <C> <C>
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR
DEATH.
NAME OF PERSON
MAKING DESIGNATION______________________________________________________________________ SOCIAL SECURITY NUMBER_____-_____-_______
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
DESIGNATION CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right
to change or revoke this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to
receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death as to all outstanding Options:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the
I E Corporate Secretary of Big Foot Financial Corp. prior to my death, and that it is subject to all of the terms and
G R conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s)
N E with respect to all outstanding Options.
_______________________________________________________________________________________ ___________________________
YOUR SIGNATURE DATE
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This Beneficiary Designation was received by the Corporate Secretary of Comments
Big Foot Financial Corp. on the date indicated.
By________________________________________________ _________________
AUTHORIZED SIGNATURE DATE
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</TABLE>
Exhibit 4.4
-----------
Big Foot Financial Corp.
1997 Recognition and Retention Plan
------------------------------
Adopted on October 14, 1997
Effective as of December 22, 1997
<PAGE>
TABLE OF CONTENTS
Page
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ARTICLE I
PURPOSE
Section 1.1 General Purpose of the Plan............................... 1
ARTICLE II
DEFINITIONS
Section 2.1 Award..................................................... 1
Section 2.2 Award Date ............................................... 1
Section 2.3 Bank ..................................................... 1
Section 2.4 Beneficiary .............................................. 1
Section 2.5 Board .................................................... 1
Section 2.6 Change in Control 2
Section 2.7 Code ..................................................... 3
Section 2.8 Committee ................................................ 3
Section 2.9 Company .................................................. 3
Section 2.10 Disability ............................................... 4
Section 2.11 Disinterested Board Member4
Section 2.12 Effective Date ........................................... 4
Section 2.13 Eligible Director 4
Section 2.14 Eligible Individual ...................................... 4
Section 2.15 Exchange Act ............................................. 4
Section 2.16 Person ................................................... 4
Section 2.17 Plan ..................................................... 4
Section 2.18 Service .................................................. 4
Section 2.19 Share .................................................... 5
Section 2.20 Trust .................................................... 5
Section 2.21 Trust Agreement .......................................... 5
Section 2.22 Trust Fund ............................................... 5
Section 2.23 Trustee .................................................. 5
ARTICLE III
SHARES AVAILABLE UNDER PLAN
Section 3.1 Shares Available Under Plan............................... 5
ARTICLE IV
ADMINISTRATION
Section 4.1 Committee................................................. 5
Section 4.2 Committee Action.......................................... 6
Section 4.3 Committee Responsibilities................................ 6
<PAGE>
ARTICLE V
THE TRUST FUND
Page
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Section 5.1 Contributions............................................. 6
Section 5.2 The Trust Fund............................................ 7
Section 5.3 Investments............................................... 7
ARTICLE VI
AWARDS
Section 6.1 To Eligible Directors..................................... 7
Section 6.2 To Eligible Individuals................................... 7
Section 6.3 Awards in General......................................... 7
Section 6.4 Share Allocations......................................... 8
Section 6.5 Dividend Rights........................................... 8
Section 6.6 Voting Rights............................................. 8
Section 6.7 Tender Offers............................................. 9
ARTICLE VII
VESTING AND DISTRIBUTION OF SHARES
Section 7.1 Vesting of Shares Granted to Eligible Directors........... 9
Section 7.2 Vesting of Shares Granted to Eligible Individuals......... 10
Section 7.3 Designation of Beneficiary................................ 10
Section 7.4 Manner of Distribution.................................... 10
Section 7.5 Taxes..................................................... 11
ARTICLE VIII
AMENDMENT AND TERMINATION
Section 8.1 Termination.............................................. 11
Section 8.2 Amendment................................................ 11
Section 8.3 Adjustments in the Event of a Business Reorganization.... 12
ARTICLE IX
MISCELLANEOUS
Section 9.1 Status as an Employee Benefit Plan....................... 12
Section 9.2 No Right to Continued Employment......................... 12
Section 9.3 Construction of Language................................. 13
Section 9.4 Governing Law............................................ 13
Section 9.5 Headings................................................. 13
Section 9.6 Non-Alienation of Benefits............................... 13
Section 9.7 Taxes.................................................... 13
Section 9.8 Approval of Shareholders................................. 14
Section 9.9 Notices.................................................. 14
<PAGE>
BIG FOOT FINANCIAL CORP.
1997 RECOGNITION AND RETENTION PLAN
ARTICLE I
PURPOSE
SECTION 1.1 GENERAL PURPOSE OF THE PLAN.
The purpose of the Plan is to promote the growth and
profitability of the Company and to provide eligible directors and certain key
officers of the Company and its affiliates with an incentive to achieve
corporate objectives, to attract and retain eligible directors and key officers
of outstanding competence and to provide such directors and officers with an
equity interest in the Company.
ARTICLE II
DEFINITIONS
The following definitions shall apply for the purposes of this
Plan, unless a different meaning is plainly indicated by the context:
SECTION 2.1 AWARD means a grant of Shares to an Eligible
Director or Eligible Individual.
SECTION 2.2 AWARD DATE means, with respect to a particular
Award, the date specified by the Committee in the notice of the Award issued to
the Eligible Director or Eligible Individual by the Committee.
SECTION 2.3 BANK means Fairfield Savings Bank, F.S.B., a
federally chartered stock savings bank, and any successor thereto.
SECTION 2.4 BENEFICIARY means the person designated by an
Eligible Director or Eligible Individual pursuant to section 7.3 to receive
distribution of any Shares available for distribution to such Eligible Director
or Eligible Individual, in the event such Eligible Director or Eligible
Individual dies prior to receiving distribution of such Shares.
SECTION 2.5 BOARD means the Board of Directors of Big Foot
Financial Corp.
<PAGE>
SECTION 2.6 CHANGE IN CONTROL means any of the following
events:
(a) approval by the stockholders of Big Foot Financial Corp. of a
transaction that would result in the reorganization, merger or consolidation of
Big Foot Financial Corp. with one or more other persons, other than a
transaction following which:
(i) at least 51% of the equity ownership interests of the
entity resulting from such transaction are beneficially owned (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) in
substantially the same relative proportions by persons who, immediately
prior to such transaction, beneficially owned (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) at least 51% of the
outstanding equity ownership interests in Big Foot Financial Corp.; and
(ii) at least 51% of the securities entitled to vote generally
in the election of directors of the entity resulting from such
transaction are beneficially owned (within the meaning of Rule 13d-3
promulgated under the Exchange Act) in substantially the same relative
proportions by persons who, immediately prior to such transaction,
beneficially owned (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) at least 51% of the securities entitled to vote
generally in the election of directors of Big Foot Financial Corp.;
(b) the acquisition of all or substantially all of the assets of Big
Foot Financial Corp. or beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of the outstanding securities
of Big Foot Financial Corp. entitled to vote generally in the election of
directors by any person or by any persons acting in concert, or approval by the
stockholders of Big Foot Financial Corp. of any transaction which would result
in such an acquisition;
(c) a complete liquidation or dissolution of Big Foot Financial Corp.,
or approval by the stockholders of Big Foot Financial Corp. of a plan for such
liquidation or dissolution;
(d) the occurrence of any event if, immediately following such event,
at least 50% of the members of the Board of Directors of Big Foot Financial
Corp. do not belong to any of the following groups:
(i) individuals who were members of the Board of Directors of
Big Foot Financial Corp. on the effective date of this Plan; or
(ii) individuals who first became members of the Board of
Directors of Big Foot Financial Corp. after the effective date of this
Plan either:
<PAGE>
(A) upon election to serve as a member of the Board
of Directors of Big Foot Financial Corp. by affirmative vote
of three-quarters of the members of such Board, or of a
nominating committee thereof, in office at the time of such
first election; or
(B) upon election by the stockholders of Big Foot
Financial Corp. to serve as a member of the Board of Directors
of Big Foot Financial Corp., but only if nominated for
election by affirmative vote of three-quarters of the members
of such Board, or of a nominating committee thereof, in office
at the time of such first nomination;
provided, however, that such individual's election or nomination did
not result from an actual or threatened election contest (within the
meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents
(within the meaning of Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) other than by or on behalf of the Board of Big Foot
Financial Corp.; or
(e) any event which would be described in section 2.6(a), (b), (c) or
(d) if the term "Fairfield Savings Bank, F.S.B." were substituted for the term
"Big Foot Financial Corp." therein.
In no event, however, shall a Change in Control of Big Foot Financial Corp. be
deemed to have occurred as a result of any acquisition of securities or assets
of Big Foot Financial Corp. by a parent or subsidiary of Big Foot Financial
Corp. or by any employee benefit plan maintained by any of them. For purposes of
this section 2.6, the term "person" shall have the meaning assigned to it under
sections 13(d)(3) or 14(d)(2) of the Exchange Act.
SECTION 2.7 CODE means the Internal Revenue Code of 1986
(including the corresponding provisions of any succeeding law).
SECTION 2.8 COMMITTEE means the Committee described in section
4.1.
SECTION 2.9 COMPANY means Big Foot Financial Corp. And any
successor thereto and Fairfield Savings Bank, F.S.B. and any successor thereto,
and any direct or indirect subsidiary of either of them which, with the approval
of the Board of Directors of Big Foot Financial Corp., adopts this Plan.
SECTION 2.10 DISABILITY means a condition of total incapacity,
mental or physical, for further performance of duty with Big Foot Financial
Corp. which the Committee shall have determined, on the basis of competent
medical evidence, is likely to be permanent.
SECTION 2.11 DISINTERESTED BOARD MEMBER means a member of the
Board who (a) is not a current employee of Big Foot Financial Corp. or a
subsidiary; (b) does not receive remuneration
<PAGE>
from Big Foot Financial Corp. or a subsidiary, either directly or indirectly, in
any capacity other than as a director; and (c) does not possess an interest in
any other transaction, and is not engaged in a business relationship, for which
disclosure would be required pursuant to Item 404(a) or (b) of the proxy
solicitation rules of the Securities and Exchange Commission. The term
Disinterested Board Member shall be interpreted in such manner as shall be
necessary to conform to the requirements of Rule 16b-3 promulgated under the
Exchange Act.
SECTION 2.12 EFFECTIVE DATE means December 22, 1997, or such
later date on which the stockholders of Big Foot Financial Corp. approve the
Plan as contemplated by section 9.8.
SECTION 2.13 ELIGIBLE DIRECTOR means a member of the Board of
Directors of Big Foot Financial Corp. who is not also an employee of Big Foot
Financial Corp. (or any parent, subsidiary or affiliate thereof).
SECTION 2.14 ELIGIBLE INDIVIDUAL means any executive officer
whom the Committee may determine to be a key officer of Big Foot Financial Corp.
(or any affiliate of Big Foot Financial Corp.) and select to receive an Award
pursuant to the Plan.
SECTION 2.15 EXCHANGE ACT means the Securities and Exchange
Act of 1934, as amended (including the corresponding provisions of any
succeeding law).
SECTION 2.16 PERSON means an individual, a corporation, a
bank, a savings bank, a savings and loan association, a financial institution, a
partnership, an association, a joint-stock company, a trust, an estate, an
unincorporated organization and any other business organization or institution.
SECTION 2.17 PLAN means the Big Foot Financial Corp. 1997
Recognition and Retention Plan, as amended from time to time.
SECTION 2.18 SERVICE means service for Big Foot Financial
Corp. (or any parent, subsidiary or affiliate of Big Foot Financial Corp.) as an
employee in any capacity, service as a director or emeritus director or advisory
director of Big Foot Financial Corp., or, with respect to any individual who is
contractually bound by restrictive covenants against competition or solicitation
which operate to benefit Big Foot Financial Corp. (or any parent, subsidiary or
affiliate of Big Foot Financial Corp.), performance under such covenants.
SECTION 2.19 SHARE means a share of common stock of Big Foot
Financial Corp., par value $.01 per share.
SECTION 2.20 TRUST means the legal relationship created by
the Trust Agreement pursuant to which the Trustee holds the Trust Fund in trust.
The Trust may be referred to as the "Recognition and Retention Plan Trust of Big
Foot Financial Corp."
<PAGE>
SECTION 2.21 TRUST AGREEMENT means the agreement between Big
Foot Financial Corp. and the Trustee therein named or its successor pursuant to
which the Trust Fund shall be held in trust.
SECTION 2.22 TRUST FUND means the corpus (consisting of
contributions paid over to the Trustee, and investments therein), and all
earnings, appreciations or additions thereof and thereto, held by the Trustee
under the Trust Agreement in accordance with the Plan, less any depreciation
thereof and any payments made therefrom pursuant to the Plan.
SECTION 2.23 TRUSTEE means the Trustee of the Trust Fund from
time to time in office. The Trustee shall serve as Trustee until it is removed
or resigns from office and is replaced by a successor Trustee or Trustees
appointed by Big Foot Financial Corp.
ARTICLE III
SHARES AVAILABLE UNDER PLAN
SECTION 3.1 SHARES AVAILABLE UNDER PLAN.
The maximum number of Shares available for Awards under the
Plan shall be 100,510. Such Shares may be authorized but unissued Shares or
treasury Shares purchased from Big Foot Financial Corp. or they may be
outstanding Shares purchased from other holders.
ARTICLE IV
ADMINISTRATION
SECTION 4.1 COMMITTEE.
The Plan shall be administered by the members of the
Compensation Committee of Big Foot Financial Corp. who are Disinterested Board
Members. If the Committee consists of fewer than two Disinterested Board
Members, then the Board shall appoint to the Committee such additional
Disinterested Board Members as shall be necessary to provide for a Committee
consisting of at least two Disinterested Board Members.
SECTION 4.2 COMMITTEE ACTION.
The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the
members of the Committee shall constitute a quorum, and the action of a majority
of the members of the Committee present at a meeting at which a quorum is
present, as well as actions taken pursuant to the unanimous written consent of
all of the members of the Committee without holding a meeting, shall be deemed
to be actions of the Committee. All actions of the Committee shall be final and
conclusive and shall be
<PAGE>
binding upon the Company and all other interested parties. Any person dealing
with the Committee shall be fully protected in relying upon any written notice,
instruction, direction or other communication signed by the Secretary of the
Committee and one member of the Committee, by two members of the Committee or by
a representative of the Committee authorized to sign the same in its behalf.
SECTION 4.3 COMMITTEE RESPONSIBILITIES.
Subject to the terms and conditions of the Plan and such
limitations as may be imposed by the Board, the Committee shall be responsible
for the overall management and administration of the Plan and shall have such
authority as shall be necessary or appropriate in order to carry out its
responsibilities, including, without limitation, the authority:
(a) to interpret and construe the Plan, and to determine all questions
that may arise under the Plan as to eligibility for Awards under the Plan, the
amount of Shares, if any, to be granted pursuant to an Award, and the terms and
conditions of such Award;
(b) to adopt rules and regulations and to prescribe forms for the
operation and administration of the Plan; and
(c) to take any other action not inconsistent with the provisions of
the Plan that it may deem necessary or appropriate.
ARTICLE V
THE TRUST FUND
SECTION 5.1 CONTRIBUTIONS.
Big Foot Financial Corp. shall contribute, or cause to be
contributed, to the Trust, from time to time, such amounts of money or property
as shall be determined by the Board, in its discretion. No contributions by
Eligible Directors or Eligible Individuals shall be permitted.
SECTION 5.2 THE TRUST FUND.
The Trust Fund shall be held and invested under the Trust
Agreement with the Trustee. The Trust Agreement shall include provisions
conferring powers on the Trustee as to the investment, control and disbursement
of the Trust Fund, and such other provisions not inconsistent with the Plan as
may be prescribed by or under the authority of the Board. No bond or security
shall be required of any Trustee at any time in office.
SECTION 5.3 INVESTMENTS.
The Trustee shall invest the Trust Fund in Shares and in such
other investments as may be permitted under the Trust Agreement, including
savings accounts, time or other interest
<PAGE>
bearing deposits in, or other interest bearing obligations of, Fairfield Savings
Bank, F.S.B., in such proportions as shall be determined by the Committee;
provided, however, that in no event shall the Trust Fund be used to purchase
more than 100,510 Shares. Notwithstanding the immediately preceding sentence,
the Trustee may temporarily invest the Trust Fund in short-term obligations of,
or guaranteed by, the U.S. Government or an agency thereof, or the Trustee may
retain the Trust Fund uninvested or may sell assets of the Trust Fund to provide
amounts required for purposes of the Plan.
ARTICLE VI
AWARDS
SECTION 6.1 TO ELIGIBLE DIRECTORS.
On the Effective Date, each Person who is then an Eligible
Director shall be granted an Award of 4,020 Shares.
SECTION 6.2 TO ELIGIBLE INDIVIDUALS.
Subject to such limitations as the Board may from time to time
impose, the number of Shares as to which an Eligible Individual may be granted
an Award shall be determined by the Committee in its discretion.
SECTION 6.3 AWARDS IN GENERAL.
Any Award shall be evidenced by a written notice issued by the
Committee to the Eligible Director or Eligible Individual, which notice shall:
(a) specify the number of Shares covered by the Award;
(b) specify the Award Date;
(c) specify the dates on which such Shares shall become available for
distribution to the Eligible Director or Eligible Individual; and
(d) contain such other terms and conditions not inconsistent with the
Plan as the Board may, in its discretion, prescribe.
SECTION 6.4 SHARE ALLOCATIONS.
Upon the grant of an Award to an Eligible Director or Eligible
Individual, the Committee shall notify the Trustee of the Award and of the
number of Shares subject to the Award. Thereafter, until such time as the Shares
subject to such Award become vested or are forfeited, the books and records of
the Trustee shall reflect that such number of Shares are being held for the
benefit of the Award recipient.
<PAGE>
SECTION 6.5 DIVIDEND RIGHTS.
Any dividends or distributions declared and paid with respect
to Shares shall be held in the Trust Fund. If, as of the record date for such
dividend or distribution, the Shares with respect to which it is paid are
allocated to an Eligible Director or Eligible Individual in connection with an
Award, the dividends or distributions shall be distributed as soon as
administratively feasible to the holder of the Award.
SECTION 6.6 VOTING RIGHTS.
(a) Each Eligible Director or Eligible Individual to whom an
Award has been made that is not fully vested shall have the right to direct the
manner in which all voting rights appurtenant to the Shares related to such
Award will be exercised while such Shares are held in the Trust Fund. Such a
direction shall be given by completing and filing, with the inspector of
elections, the Trustee or such other person as the Committee shall designate, a
written direction in the form and manner prescribed by the Committee. If no such
direction is given by an Eligible Director or Eligible Individual, then the
voting rights appurtenant to the Shares allocated to him shall not be exercised.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all voting rights appurtenant to such
Shares shall be exercised by the Trustee in such manner as the Committee shall
direct to reflect the voting directions given by Eligible Director or Eligible
Individuals with respect to Shares allocated in connection with their Awards.
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Director or Eligible Individual, all annual reports, proxy
materials and other information furnished by Big Foot Financial Corp., or by any
proxy solicitor, to the holders of Shares.
SECTION 6.7 TENDER OFFERS.
(a) Each Eligible Director or Eligible Individual to whom an
Award has been made that is not fully vested shall have the right to direct,
with respect to the Shares related to such Award, the manner of response to any
tender offer, exchange offer or other offer made to the holders of Shares. Such
a direction shall be given by completing and filing, with the inspector of
elections, the Trustee or such other person as the Committee shall designate in
the direction, a written direction in the form and manner prescribed by the
Committee. If no such direction is given by an Eligible Director or Eligible
Individual, then the Shares shall not be tendered or exchanged.
(b) To the extent that the Trust Fund contains Shares that are
not allocated in connection with an Award, all responses to tender, exchange and
other offers appurtenant to such Shares shall be given by the Trustee in such
manner as the Committee shall direct to reflect the responses given by Eligible
Director or Eligible Individuals with respect to Shares allocated in connection
with their Awards.
<PAGE>
(c) The Committee shall furnish, or cause to be furnished, to
each Eligible Director or Eligible Individual, all information furnished by the
offeror to the holders of Shares.
ARTICLE VII
VESTING AND DISTRIBUTION OF SHARES
SECTION 7.1 VESTING OF SHARES GRANTED TO ELIGIBLE DIRECTORS.
The Shares subject to each Award granted to Eligible Directors
under the Plan shall become vested as follows: (i) 10% of such Shares shall
become vested on June 30, 1998; (ii) 20% of such Shares shall become vested June
30, 1999; (iii) 20% of such Shares shall become vested on June 30, 2000; (iv)
20% of such Shares shall become vested June 30, 2001; (v) 20% of such Shares
shall become vested on June 30, 2002; and (vi) 10% of such Shares shall become
vested on January 1, 2003; provided, however, that the Eligible Director has
remained in Service during the period beginning on the Effective Date and ending
on the applicable Vesting date; and provided, further, an Award shall become
100% vested upon the Award holder's death, Disability or retirement while in
Service and after attaining age 65 or on the effective date of any Change in
Control.
SECTION 7.2 VESTING OF SHARES GRANTED TO ELIGIBLE INDIVIDUALS.
Each Award to an Eligible Individual made under the Plan shall
become vested at the times and upon the conditions specified by the Committee in
the Award notice, or, if not specified, as follows:
(a) 20% of the Shares covered by the Award shall be vested on January
31st following the date of grant; and
(b) 20% of the Shares covered by the Award shall become vested on each
of the first, second, third and fourth anniversaries of January 31st following
the date of grant;
provided, however, that an Award shall become vested, and all Shares not
previously vested shall be distributed, on the date of the Award recipient's
death, Disability or retirement while in Service and after attaining normal
retirement age under any applicable tax-qualified retirement plan or on the
effective date of any Change in Control.
SECTION 7.3 DESIGNATION OF BENEFICIARY.
An Eligible Director or Eligible Individual who has received
an Award may designate a Beneficiary to receive any undistributed Shares that
are, or become, available for distribution on, or after, the date of his death.
Such designation (and any change or revocation of such designation) shall be
made in writing in the form and manner prescribed by the Com-
<PAGE>
mittee. In the event that the Beneficiary designated by an Eligible Director or
Eligible Individual dies prior to the Eligible Director or Eligible Individual,
or in the event that no Beneficiary has been designated, any undistributed
Shares that are, or become, available for distribution on, or after, the
Eligible Director's or Eligible Individual's death shall be paid to the executor
or administrator of the Eligible Director's or Eligible Individual's estate or
other fiduciary appointed or authorized by a court of competent jurisdiction to
collect this asset. If no court proceeding to initiate the administration or
settlement of the estate has been brought within one year after the death of the
Eligible Individual or Eligible Director and if no such executor or
administrator or other person is appointed within such time as the Committee, in
its sole discretion, shall deem reasonable (but in no event earlier than one
year after such death), any such undistributed Shares of such deceased person
shall be paid to one or more of the spouse and descendants and blood relatives
of such deceased person as the Committee may select.
SECTION 7.4 MANNER OF DISTRIBUTION.
(a) As soon as practicable following the date any Shares
granted pursuant to an Award become vested pursuant to sections 7.1 and 7.2, the
Committee shall take such actions as are necessary to cause the transfer of
record ownership of the Shares that have become vested from the Trustee to the
Award holder and shall cause the Trustee to distribute to the Award holder all
property other than Shares then being held in connection with the Shares being
distributed.
(b) Big Foot Financial Corp.'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
Eligible Director or Eligible Individual or Beneficiary 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 applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Shares or upon the occurrence of any other event
eliminating the necessity of such representation. Big Foot Financial Corp. 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, or (ii) the completion of such registration or other qualification under
any state or federal law, rule or regulation as the Committee shall determine to
be necessary or advisable.
SECTION 7.5 TAXES.
Big Foot Financial Corp., the Committee or the Trustee shall
have the right to require any person entitled to receive Shares pursuant to an
Award to pay the amount of any tax which is required to be withheld with respect
to such Shares, or, in lieu thereof, to retain, or to sell without notice, a
sufficient number of Shares to cover the amount required to be withheld.
<PAGE>
ARTICLE VIII
AMENDMENT AND TERMINATION
SECTION 8.1 TERMINATION.
The Board may suspend or terminate the Plan in whole or in
part at any time by giving written notice of such suspension or termination to
the Committee; provided, however, that the Plan may not be terminated while
there are outstanding Awards that may thereafter become vested. Upon the
termination of the Plan, the Trustee shall make distributions from the Trust
Fund in such amounts and to such persons as the Committee may direct and shall
return the remaining assets of the Trust Fund, if any, to Big Foot Financial
Corp.
SECTION 8.2 AMENDMENT.
The Board may amend or revise the Plan in whole or in part at
any time; provided, however, that no such amendment shall authorize the issuance
of additional Shares under the Plan without the approval of the shareholders of
the Company to the extent required by law; and provided, further, that no such
amendment shall adversely affect the rights of any person in or with respect to
any Award granted hereunder prior to the date on which such amendment is adopted
or made effective, whichever is later.
SECTION 8.3 ADJUSTMENTS IN THE EVENT OF A BUSINESS
REORGANIZATION.
(a) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change in Control) in
which Big Foot Financial Corp. is the surviving entity, and in the event of any
stock split, stock dividend or other event generally affecting the number of
Shares held by each person who is then a holder of record of Shares, the number
of Shares held in the Trust Fund, including Shares covered by Awards, shall be
adjusted to account for such event. Such adjustment shall be effected by
multiplying such number of Shares by an amount equal to the number of Shares
that would be owned after such event by a person who, immediately prior to such
event, was the holder of record of one Share; provided, however, that the
Committee may, in its discretion, establish another appropriate method of
adjustment.
(b) In the event of any merger, consolidation, or other
business reorganization (including but not limited to a Change in Control) in
which Big Foot Financial Corp. is not the surviving entity, the Trustee shall
hold in the Trust Fund any money, stock, securities or other property received
by holders of record of Shares in connection with such merger, consolidation, or
other business reorganization. Any Award with respect to which Shares had been
allocated to an Eligible Director or Eligible Individual shall be adjusted by
allocating to the Eligible Director or Eligible Individual receiving such Award
the amount of money, stock, securities or other property received by the Trustee
for the Shares allocated to such Eligible Director or Eligible Individual
without any other change in the terms and conditions of the Award.
<PAGE>
ARTICLE IX
MISCELLANEOUS
SECTION 9.1 STATUS AS AN EMPLOYEE BENEFIT PLAN.
This Plan is not intended to satisfy the requirements for
qualification under section 401(a) of the Code or to satisfy the definitional
requirements for an "employee benefit plan" under section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended. It is intended to be a
non-qualified incentive compensation program that is exempt from the regulatory
requirements of the Employee Retirement Income Security Act of 1974, as amended.
The Plan shall be construed and administered so as to effectuate this intent.
SECTION 9.2 NO RIGHT TO CONTINUED EMPLOYMENT.
Neither the establishment of the Plan nor any provisions of
the Plan nor any action of the Board or the Committee with respect to the Plan
shall be held or construed to confer upon any Eligible Individual any right to a
continuation of employment by the Company or upon any Eligible Director any
right to a continuation of his position as a director of the Company. The
Company reserves the right to dismiss any Eligible Individual or remove any
Eligible Director or otherwise deal with any Eligible Individual or Eligible
Director to the same extent that it could if the Plan had not been adopted.
SECTION 9.3 CONSTRUCTION OF LANGUAGE.
Whenever appropriate in the Plan, words used in the singular
may be read in the plural, words used in the plural may be read in the singular,
and words importing the masculine gender may be read as referring equally to the
feminine or the neuter. Any reference to an Article or section number shall
refer to an Article or section of this Plan unless otherwise indicated.
SECTION 9.4 GOVERNING LAW.
The Plan shall be construed, administered and enforced
according to the federal laws of the United States of America and, in the
absence of controlling federal law, according to the internal laws of the State
of Illinois applicable to contracts entered into between citizens and residents
of the State of Illinois to be performed wholly within the borders of such
State.
SECTION 9.5 HEADINGS.
The headings of Articles and sections are included solely for
convenience of reference. If there is any conflict between such headings and the
text of the Plan, the text shall control.
<PAGE>
SECTION 9.6 NON-ALIENATION OF BENEFITS.
The right to receive a benefit under the Plan shall not be
subject in any manner to anticipation, alienation or assignment, nor shall such
right be liable for or subject to debts, contracts, liabilities, engagements or
torts.
SECTION 9.7 TAXES.
Big Foot Financial Corp. shall have the right to deduct from
all amounts paid and property distributed with respect to an Award under the
Plan any taxes required by law to be withheld with respect to such Award, or
require the person to whom such cash or property is paid or distributed to pay
Big Foot Financial Corp. the amount of any tax which Big Foot Financial Corp. is
required to withhold with respect to such payment or distribution, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Shares to
cover the amount required to be withheld.
SECTION 9.8 APPROVAL OF SHAREHOLDERS.
The Plan and all Awards granted hereunder shall be conditioned
on the approval of the Plan by the majority of the votes eligible to be cast by
holders of Shares of the Company at a lawful meeting of shareholders. No Award
under the Plan shall be effective prior to such approval.
SECTION 9.9 NOTICES.
Any communication required or permitted to be given under the
Plan, including any notice, direction, designation, comment, instruction,
objection or waiver, shall be in writing and shall be deemed to have been given
at such time as it is delivered personally or five (5) days after mailing if
mailed, postage prepaid, by registered or certified mail, return receipt
requested, addressed to such party at the address listed below, or at such other
address as one such party may by written notice specify to the other party:
(a) If to the Committee:
Compensation Committee of the Board of Directors
Big Foot Financial Corp.
1190 R.F.D.
Long Grove, Illinois 60047
(b) If to an Award recipient, to the Award recipient's
address as shown in the personnel records of Big Foot
Financial Corp.
Outside Directors
-----------------
BIG FOOT FINANCIAL CORP.
1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
-----------------------------------
________________________________________________________ ______-_______-_______
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
_____________________________ _______________________ ________________________
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the Big Foot
Financial Corp. 1997 Recognition and Retention Plan. Set forth below are the
specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
===============================================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E) (F)
============================== ============== ============== =============== ============== ============== ==============
<S> <C> <C> <C> <C> <C> <C>
Effective Date
Class of Shares*
No. of Awarded Shares*
Vesting Date*
============================== ============== ============== =============== ============== ============== ==============
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Big Foot Financial Corp. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein. The Award Recipient also acknowledges receiving a
Prospectus for Officers and Employees relating to the offering of Common Stock
under the Plan.
BIG FOOT FINANCIAL CORP. AWARD RECIPIENT
By _______________________________________________ __________________________
NAME: NAME OF RECIPIENT
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Management
Salary Compensation Committee. Any blank space intentionally left blank should
be crossed out. A Restricted Stock Award consists of a number of Awarded Shares
with uniform terms and conditions. Where Awarded Shares are awarded on the same
date with varying terms and conditions (for example, varying vesting dates), the
awards should be recorded as a series of grants, each with its own uniform terms
and conditions.
<PAGE>
EXHIBIT A
---------
BIG FOOT FINANCIAL CORP.
1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD
----------------------
GENERAL TERMS AND CONDITIONS
Section 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $.01 per share, of Big Foot Financial Corp. ("Shares") covered by this
Award ("Awarded Shares") are held in trust by the Trustee of the Plan for your
benefit until such time as they are distributed to you or, if earlier, until you
forfeit your rights to the Awarded Shares.
Section 2. VESTING. In general, the Awarded Shares shall
become vested and available for distribution to you at the dates set forth in
the Restricted Stock Award Notice. In the event that your service with the
Company terminates on account of your death or Disability, then any Awarded
Shares not theretofore forfeited shall become immediately vested. In addition,
in the event your service terminates due to retirement (as defined in the Plan)
or in the event a change of control (as defined in the Plan) occurs, then any
Awarded Shares not theretofore forfeited shall become immediately vested.
Section 3. FORFEITURES. In the event that your service with
the Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have no
rights whatsoever with respect to the Awarded Shares forfeited.
Section 4. DIVIDENDS. Any cash or stock dividends declared and
paid with respect to Awarded Shares not forfeited shall be allocated to you.
Stock dividends shall be held in the Trust Fund subject to such restrictions and
shall become vested under the same terms and conditions as the Awarded Shares to
which they pertain. Cash dividends shall be paid to you as soon as practicable
after they are received by the Trustees of the Plan.
Section 5. VOTING RIGHTS. You shall have the exclusive right
to direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Board of Directors, with
such person as the Board of Directors shall designate, prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also
be distributed and shall be evidenced by such stock certificate.
Section 7. REGISTRATION OF SHARES. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Board of Directors so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Board of Directors shall determine to be
necessary or advisable to comply with the provisions of applicable federal,
state or local law. It may be provided that any such representation shall become
inoperative upon a registration of the Shares or upon the occurrence of any
other event eliminating the necessity of such representation. The Company shall
not be required to deliver any Shares under the Plan prior to (a) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (b) the completion of such registration or other qualification under
any state or federal law, rule or regulation as the Board of Directors shall
determine to be necessary or advisable.
Section 8. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Award Notice nor any action of the Board or the Board of Directors with respect
to this Award Notice shall be held or construed to confer upon you any right to
a continuation of service with the Company or any of its affiliates which retain
you. You may be removed or otherwise dealt with to the same extent as though
this Award had not been made.
<PAGE>
Section 9. TAXES. The Company, the Board of Directors or the
Trustee shall have the right to require you to pay the amount of any tax which
is required to be withheld with respect to the Awarded Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Awarded
Shares to cover the amount required to be withheld.
Section 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Company:
Big Foot Financial Corp.
1190 RFD
Long Grove, Illinois 60047
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
Section 11. NO ASSIGNMENT. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you during
your lifetime. To name a Beneficiary who may receive distribution of shares of
Common Stock available for distribution after your death, complete the attached
Appendix A and file it with the Corporate Secretary of Big Foot Financial
Corp.
Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the neuter.
Any reference to a section shall be a reference to a section of this Award
Notice, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of Illinois
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
Section 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between you and
the Company.
Section 16. PLAN PROVISIONS CONTROL. This Award Notice, and
the rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of the
Plan, which are incorporated herein by reference, shall control. By signing this
Award Notice, you acknowledge receipt of a copy of the Plan.
<PAGE>
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
BIG FOOT FINANCIAL CORP. 1997 RECOGNITION AND RETENTION PLAN
BENEFICIARY DESIGNATION FORM
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO WILL RECEIVE SHARES AVAILABLE FOR DISTRIBUTION AT THE TIME OF
YOUR DEATH.
Name of
Award Recipient______________________________________________________________________ Social Security Number_____-_____-_______
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
DESIGNATION CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right
to change or revoke this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to
receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death with respect to all outstanding Awarded Shares:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the
I E Corporate Secretary of Big Foot Financial Corp. prior to my death, and that it is subject to all of the terms and
G R conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s)
N E with respect to all outstanding Awarded Shares.
_______________________________________________________________________________________ ___________________________
YOUR SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
This Beneficiary Designation was received by the Corporate Secretary of Comments
Big Foot Financial Corp. on the date indicated.
By________________________________________________ _________________
AUTHORIZED SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Officers and Employees
----------------------
BIG FOOT FINANCIAL CORP.
1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD NOTICE
-----------------------------------
________________________________________________________ ______-_______-_______
NAME OF AWARD RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
_____________________________ _______________________ ________________________
CITY STATE ZIP CODE
This Restricted Stock Award Notice is intended to set forth the terms and
conditions on which a Restricted Stock Award has been granted under the Big Foot
Financial Corp. 1997 Recognition and Retention Plan. Set forth below are the
specific terms and conditions applicable to this Restricted Stock Award.
Attached as Exhibit A are its general terms and conditions.
<TABLE>
<CAPTION>
===============================================================================================================================
Restricted Stock Award (A) (B) (C) (D) (E) (F)
============================== ============== ============== =============== ============== ============== ==============
<S> <C> <C> <C> <C> <C> <C>
Effective Date
Class of Shares*
No. of Awarded Shares*
Vesting Date*
============================== ============== ============== =============== ============== ============== ==============
</TABLE>
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Big Foot Financial Corp. (the "Company")
grants this Restricted Stock Award upon the specified terms and conditions, and
the Award Recipient acknowledges receipt of this Restricted Stock Award Notice,
including Exhibit A, and agrees to observe and be bound by the terms and
conditions set forth herein. The Award Recipient also acknowledges receiving a
Prospectus for Officers and Employees relating to the offering of Common Stock
under the Plan.
BIG FOOT FINANCIAL CORP. AWARD RECIPIENT
By _______________________________________________ __________________________
NAME: NAME OF RECIPIENT
TITLE: CHAIRMAN, MANAGEMENT SALARY
COMPENSATION COMMITTEE
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Management
Salary Compensation Committee. Any blank space intentionally left blank should
be crossed out. A Restricted Stock Award consists of a number of Awarded Shares
with uniform terms and conditions. Where Awarded Shares are awarded on the same
date with varying terms and conditions (for example, varying vesting dates), the
awards should be recorded as a series of grants, each with its own uniform terms
and conditions.
<PAGE>
EXHIBIT A
---------
BIG FOOT FINANCIAL CORP.
1997 RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AWARD
----------------------
GENERAL TERMS AND CONDITIONS
Section 1. OWNERSHIP OF SHARES. The shares of Common Stock,
par value $.01 per share, of Big Foot Financial Corp. ("Shares") covered by this
Award ("Awarded Shares") are held in trust by the Trustee of the Plan for your
benefit until such time as they are distributed to you or, if earlier, until you
forfeit your rights to the Awarded Shares.
Section 2. VESTING. In general, the Awarded Shares shall
become vested and available for distribution to you at the dates set forth in
the Restricted Stock Award Notice. In the event that your service with the
Company terminates on account of your death or Disability, then any Awarded
Shares not theretofore forfeited shall become immediately vested. In addition,
in the event your service terminates due to retirement (as defined in the Plan)
or in the event a change of control (as defined in the Plan) occurs, then any
Awarded Shares not theretofore forfeited shall become immediately vested.
Section 3. FORFEITURES. In the event that your service with
the Company terminates before all of the Awarded Shares become vested, any
Awarded Shares that have not yet become vested pursuant to section 2 of this
Award Notice shall be forfeited. Following such a forfeiture, you will have no
rights whatsoever with respect to the Awarded Shares forfeited.
Section 4. DIVIDENDS. Any cash or stock dividends declared and
paid with respect to Awarded Shares not forfeited shall be allocated to you.
Stock dividends shall be held in the Trust Fund subject to such restrictions and
shall become vested under the same terms and conditions as the Awarded Shares to
which they pertain. Cash dividends shall be paid to you as soon as practicable
after they are received by the Trustee of the Plan.
Section 5. VOTING RIGHTS. You shall have the exclusive right
to direct the manner in which all voting rights appurtenant to Awarded Shares
not forfeited will be exercised while such Awarded Shares are held in the Trust
Fund. Such a direction shall be given by completing and filing a written
direction, in the form and manner prescribed by the Board of Directors, with
such person as the Board of Directors shall designate, prior to the date of the
meeting of holders of Shares at which such voting rights will be exercised.
Section 6. DISTRIBUTION UPON VESTING. As soon as practicable
following the date any Awarded Shares become vested pursuant to the Award
Notice, the Company will issue to you, or your Beneficiary entitled to such
Awarded Shares, a stock certificate evidencing ownership of the Shares. Any
additional Shares attributable to stock dividends paid with respect to the
Awarded Shares then being distributed pursuant to this section 6 shall also be
distributed and shall be evidenced by such stock certificate.
Section 7. REGISTRATION OF SHARES. The Company's obligation to
deliver Shares pursuant to this Award Notice shall, if the Board of Directors so
requests, be conditioned upon the receipt of a representation as to the
investment intention of you or your Beneficiary to whom such Shares are to be
delivered, in such form as the Board of Directors shall determine to be
necessary or advisable to comply with the provisions of applicable federal,
state or local law. It may be provided that any such representation shall become
inoperative upon a registration of the Shares or upon the occurrence of any
other event eliminating the necessity of such representation. The Company shall
not be required to deliver any Shares under the Plan prior to (a) the admission
of such Shares to listing on any stock exchange on which Shares may then be
listed, or (b) the completion of such registration or other qualification under
any state or federal law, rule or regulation as the Board of Directors shall
determine to be necessary or advisable.
1
<PAGE>
Section 8. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this
Award Notice nor any action of the Board or the Board of Directors with respect
to this Award Notice shall be held or construed to confer upon you any right to
a continuation of service with the Company or any of its affiliates which employ
you. You may be dismissed or otherwise dealt with to the same extent as though
this Award had not been made.
Section 9. TAXES. The Company, the Board of Directors or the
Trustee shall have the right to require you to pay the amount of any tax which
is required to be withheld with respect to the Awarded Shares, or, in lieu
thereof, to retain, or to sell without notice, a sufficient number of Awarded
Shares to cover the amount required to be withheld.
Section 10. NOTICES. Any communication required or permitted
to be given under the Plan, including any notice, direction, designation,
comment, instruction, objection or waiver, shall be in writing and shall be
deemed to have been given at such time as it is personally delivered or five (5)
days after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other:
(a) If to the Company:
Big Foot Financial Corp.
1190 RFD
Long Grove, Illinois 60047
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
Section 11. NO ASSIGNMENT. The Awarded Shares shall not be
transferable by you other than by will or by the laws of descent and
distribution, and the Awarded Shares shall be distributable only to you during
your lifetime. To name a Beneficiary who may receive distribution of shares of
Common Stock available for distribution after your death, complete the attached
Appendix A and file it with the Corporate Secretary of Big Foot Financial Corp.
Section 12. SUCCESSORS AND ASSIGNS. This Award Notice shall
inure to the benefit of and shall be binding upon you and the Company and your
respective heirs, successors and assigns.
Section 13. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
this Award Notice, words used in the singular may be read in the plural, words
used in the plural may be read in the singular, and words importing the
masculine gender may be read as referring equally to the feminine or the neuter.
Any reference to a section shall be a reference to a section of this Award
Notice, unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
Section 14. GOVERNING LAW. This Award Notice shall be
construed and enforced in accordance with the laws of the State of Illinois
without giving effect to the conflict of laws principles thereof, except to the
extent that such laws are preempted by the federal laws of the United States of
America.
2
<PAGE>
Section 15. AMENDMENT. This Award Notice may be amended, in
whole or in part and in any manner not inconsistent with the provisions of the
Plan, at any time and from time to time, by written agreement between you and
the Company.
Section 16. PLAN PROVISIONS CONTROL. This Award Notice, and
the rights and obligations created hereunder, shall be subject to all of the
terms and conditions of the Plan. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the terms of the
Plan, which are incorporated herein by reference, shall control. By signing this
Award Notice, you acknowledge receipt of a copy of the Plan.
3
<PAGE>
APPENDIX A TO RESTRICTED STOCK AWARD NOTICE
BIG FOOT FINANCIAL CORP. 1997 RECOGNITION AND RETENTION PLAN
BENEFICIARY DESIGNATION FORM
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO WILL RECEIVE SHARES AVAILABLE FOR DISTRIBUTION AT THE TIME OF
YOUR DEATH.
Name of
Award Recipient______________________________________________________________________ Social Security Number_____-_____-_______
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
DESIGNATION CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right
to change or revoke this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to
receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death with respect to all outstanding Awarded Shares:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the
I E Corporate Secretary of Big Foot Financial Corp. prior to my death, and that it is subject to all of the terms and
G R conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s)
N E with respect to all outstanding Awarded Shares.
_______________________________________________________________________________________ ___________________________
YOUR SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
This Beneficiary Designation was received by the Corporate Secretary of Comments
Big Foot Financial Corp. on the date indicated.
By________________________________________________ _________________
AUTHORIZED SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
4
[LETTERHEAD OF GOMBERG, SHARFMAN, GOLD & OSTLER, P.C.]
June 18, 1998
Big Foot Financial Corp.
1190 RFD
Long Grove, Illinois 60047
Re: 1997 Stock Option and Recognition and Retention Plans
Dear Sirs:
We have acted as counsel for Big Foot Financial Corp., an
Illinois corporation (the "Corporation"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 351,785 shares of its common stock,
par value $.01 per share (the "Shares"), which have been reserved for issuance
("Original Issue Shares") upon (i) the exercise of options granted pursuant to
the Big Foot Financial Corp. 1997 Stock Option Plan and (ii) the grant of awards
under the 1997 Recognition and Retention Plan (together, the "Plans"). In
rendering the opinion set forth below, we do not express any opinion concerning
law other than the federal law of the United States and the corporate law of the
State of Illinois.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plans described above and, where
we have deemed appropriate, representations or certificates of officers of the
Corporation or public officials. We have assumed the authenticity of all
documents submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the
Original Issue Shares that are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in accordance
with the terms of the Plans, such Original Issue Shares will be validly issued,
fully paid and non-assessable.
<PAGE>
Big Foot Financial Corp.
June 18, 1998
Page 2
In rendering the opinion set forth above, we have not passed
upon and do not purport to pass upon the application of "doing business" or
securities or "blue-sky" laws of any jurisdiction (except federal securities
laws).
This opinion is given solely for the benefit of the
Corporation and purchasers of Shares under the Plans, and no other person or
entity is entitled to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.
Very truly yours,
Gomberg, Sharfman, Gold & Ostler, P.C.
By:/s/ Lawrence A. Gold
-----------------------
Lawrence A. Gold
cc: George Briody
President
Big Foot Financial Corp.
The Board of Directors
Big Foot Financial Corp.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Big Foot Financial Corp. of our report dated July 25, 1997, relating to
the consolidated balance sheets of Big Foot Financial Corp. and subsidiary as of
June 30, 1997 and July 31, 1996, and the related consolidated statements of
earnings, stockholders' equity, and cash flows for the eleven-month period ended
June 30, 1997 and for each of the years in the two-year period ended July 31,
1996, which report appears in the June 30, 1997 annual report on Form 10-K of
Big Foot Financial Corp.
/s/ KPMG Peat Marwick LLP
----------------------------------------
KPMG Peat Marwick LLP
Chicago, Illinois
June 23, 1998
