As filed with the Securities and Exchange Commission on May 27, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HOPFED BANCORP, INC.
--------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 61-1322555
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2700 FORT CAMPBELL BOULEVARD
HOPKINSVILLE, KENTUCKY 42240
----------------------------
(Address of Principal Executive Offices)
HOPFED BANCORP, INC. MANAGEMENT RECOGNITION PLAN
HOPFED BANCORP, INC. 1999 STOCK OPTION PLAN
-------------------------------------------
(Full title of the Plans)
Bruce Thomas, President
and Chief Executive Officer
HopFed Bancorp, Inc.
2700 Fort Campbell Boulevard
Hopkinsville, Kentucky 42240
----------------------------
(Name and Address of Agent For Service)
(502) 885-1171
--------------
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Edward B. Crosland, Esquire
J. Mark Poerio, Esquire
Kutak Rock
1101 Connecticut Avenue, N.W., Suite 1000
Washington, D.C. 20036-4374
(202) 828-2400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Title Of Amount Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 564,707 (1) (2) $11,470,004.48(2) $3,188.66
=================================================================================================
<FN>
(1) Maximum number of shares issuable under the HopFed Bancorp, Inc. Management Recognition
Plan (161,345 shares) and HopFed Bancorp, Inc. 1999 Stock Option Plan (403,362 shares), as
such amounts may be increased in accordance with said plans in the event of a merger,
consolidation, recapitalization, stock dividend, stock split or similar event involving the
Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based upon the price at
which the options may be exercised. 564,707 shares are being registered hereby, of which
403,360 are under option at a weighted average exercise price of $20.50 per share ($8,268,880
in the aggregate). The remainder of the shares, which are not presently subject to
option (161,347 shares), are being registered based upon the average of the high and low
selling prices of the common stock of the Registrant as reported on the National Association
of Securities Dealers Automated Quotation, National Market System ("NMS") on May 25, 1999 of
$19.84 per share ($3,201,124.48 in the aggregate). Therefore, the total amount of the
offering being registered herein is $11,470,004.48.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the HopFed
Bancorp, Inc. Management Recognition Plan and the HopFed Bancorp, Inc. 1999
Stock Option Plan (together, the "Plans") in accordance with Rule 428(b)(1). In
accordance with Note to Part I of Form S-8, such documents are not filed with
the Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
HopFed Bancorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
and, accordingly, files periodic reports and other information with the
Commission. Reports, proxy statements and other information concerning the
Company filed with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference Section, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission,
including the Company. The address for the Commission's Web site is
"http://www.sec.gov".
The following documents are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (Commission File No. 000-23667);
(b) The description of the Company's securities contained in this Company's
Registration Statement on Form 8-A as filed with the Commission on January 26,
1998.
ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A), 13(C),
14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, PRIOR TO THE
FILING OF A POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES OFFERED
HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SECURITIES THEN REMAINING UNSOLD, SHALL
BE DEEMED TO BE INCORPORATED BY REFERENCE IN THIS REGISTRATION STATEMENT, AND TO
BE A PART HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTIONS OF SECURITIES
Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors, officers and employees of the Company and/or Hopkinsville
Federal Savings Bank (the "Bank") may be entitled to benefit from the
indemnification provisions contained in the Delaware General Corporation Law
(the "DGCL"), the Company's Certificate of Incorporation and federal regulations
applicable to the Bank. The general effect of these provisions is summarized
below:
Delaware General Corporation Law
Section 145 of the DGCL permits a Delaware corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding of any type (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, may not, of itself, create a presumption that these standards
have not been met.
A Delaware corporation may also indemnify any person who was or is a
party or is threatened to be made a party to any proceeding by or in the right
of the corporation by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation. However, no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought
determines upon application that such person is fairly and reasonably entitled
to be indemnified.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
proceeding described above, indemnification against expenses (including
attorneys' fees) actually and reasonably incurred by him is mandatory.
Any determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct noted above must be made by a majority of the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or if such a quorum is not
obtainable, or, even if obtainable and a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or by the
stockholders.
Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of or proceeding upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the corporation.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section is not exclusive.
In addition, a corporation shall have power to purchase and maintain
insurance against any liability of individuals whom the corporation is required
to indemnify.
2
<PAGE>
Article XV of the Certificate of Incorporation of the Company
In addition to the statutory provision described above, Article XV of
the Company's Certificate of Incorporation also provides for indemnification.
With certain exceptions, the indemnification provided for by Article XV is
identical to the statutory provision. Article XV states explicitly, however,
that the indemnification provided by the Article shall be deemed to be a
contract between the Company and the persons entitled to indemnification
thereunder and further provides the indemnification and advance payment of
expenses provided thereunder continues even after the individual ceases to hold
a position with the Company and inures to the benefit of his or her heirs,
executors and administrators.
Federal Regulations Providing for Indemnification of Directors and Officers of
the Bank
Federal regulations require that the Bank indemnify any person against
whom an action is brought by reason of that person's role as a director or
officer of the Bank for (i) any judgments resulting from the action; (ii)
reasonable costs and expenses (including attorney's fees) incurred in connection
with the defense or settlement of such action; and (iii) reasonable costs and
expenses (including attorney's fees) incurred in connection with enforcing the
individual's indemnification rights against the Bank, assuming a final judgment
is obtained in his favor.
The mandatory indemnification provided for by federal regulations is
limited to (i) actions where a final judgment on the merits is in favor of the
officer or director and (ii) in the case of a settlement, final judgment against
the director or officer or final judgment not on the merits, except as to where
the director or officer is found negligent or to have committed misconduct in
the performance of his or her duties, where a majority of the Board of Directors
of the Bank determines that the director or officer was acting in good faith
within what he was reasonably entitled to believe was the scope of his or her
employment or authority for a purpose that was in the best interests of the Bank
or its members or stockholders.
In addition, the Bank has a directors' and officers' liability policy
providing for insurance against certain liabilities incurred by directors and
officers of the Bank while serving in their capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range
3
<PAGE>
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(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)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to 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. The undersigned registrant 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.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Hopkinsville, Commonwealth of Kentucky, on this
12th day of May, 1999.
HOPFED BANCORP, INC.
By: /s/ Bruce Thomas
-------------------------------------
Bruce Thomas
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Bruce Thomas
his or her true and lawful attorney-in-fact, with power to act with full power
of substitution, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to the Registration Statement and file the
same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or their
substitutes, may lawfully cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Bruce Thomas Director, President and May 12, 1999
- ------------------------------- Chief Executive Officer
Bruce Thomas (Principal Executive Officer)
/s/ W.D. Kelley Chairman of the Board May 12, 1999
- -------------------------------
W.D. Kelley
/s/ Peggy R. Noel Director, Vice President, May 12, 1999
- ------------------------------- Chief Financial Officer
Peggy R. Noel and Treasurer (Principal
Financial and Accounting Officer)
/s/ Boyd M. Clark Director and Senior May 12, 1999
- ------------------------------- Vice President --
Boyd M. Clar Loan Administration
/s/ Clifton H. Cochran Director May 12, 1999
- -------------------------------
Clifton H. Cochran
5
<PAGE>
/s/ Walton G. Ezell Director May 12, 1999
- -------------------------------
Walton G. Ezell
Director May __, 1999
- -------------------------------
John Noble Hall, Jr.
6
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Kutak Rock as to the legality of the Common Stock being
registered
23.1 Consent of Kutak Rock (appears in their opinion filed as Exhibit 5)
23.2 Consent of York, Neel & Co. - Hopkinsville, LLP
24 Power of Attorney (contained in the signature page to this registration
statement)
99.1 HopFed Bancorp, Inc. Management Recognition Plan and associated grantor
trust agreement
99.2 HopFed Bancorp, Inc. 1999 Stock Option Plan
99.3 Form of Stock Option Agreement to be entered into with Optionees with
respect to Incentive Stock Options granted under the HopFed Bancorp,
Inc. 1999 Stock Option Plan
99.4 Form of Stock Option Agreement to be entered into with Optionees with
respect to Non-Incentive Stock Options granted under the HopFed
Bancorp, Inc. 1999 Stock Option Plan
99.5 Stock Appreciation Rights Agreement
99.6 Notice of MRP Award
7
EXHIBIT 5
<PAGE>
May 26, 1999
Board of Directors
HopFed Bancorp, Inc.
2700 Fort Campbell Boulevard
Hopkinsville, Kentucky 42240
Re: HopFed Bancorp, Inc. Management Recognition Plan and
HopFed Bancorp, Inc. 1999 Stock Option Plan
Registration Statement on Form S-8
Dear Board Members:
We have acted as special counsel to HopFed Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 564,707 shares of common stock, par value $.01 per share
(the "Common Stock") of the Company which may be issued pursuant to the HopFed
Bancorp, Inc. Management Recognition Plan and the HopFed Bancorp, Inc. 1999
Stock Option Plan (together, the "Plans"), all as more fully described in the
Registration Statement. You have requested the opinion of this firm with respect
to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plans will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Prospectuses which are part of the
Registration Statement.
Very truly yours,
/s/ KUTAK ROCK
KUTAK ROCK
EXHIBIT 23.2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors of
HopFed Bancorp, Inc.
Hopkinsville, Kentucky
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 30, 1999 on our audits of the consolidated
statements of financial condition of HopFed Bancorp, Inc. as of December 31,
1998 and 1997, and the related statements of income, changes in stockholders'
equity, and cash flows, for each of the years in the three year period ended
December 31, 1998, which report is included in the HopFed Bancorp, Inc. Annual
Report on Form 10-K for the fiscal year ended December 31, 1998. We also consent
to the reference to our firm under the caption "Experts" in the Prospectuses
which are part of the Registration Statement.
/s/ YORK, NEEL & CO. -- HOPKINSVILLE, LLP
Hopkinsville, Kentucky
May 12, 1999
EXHIBIT 99.1
<PAGE>
HOPFED BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
1.01 The Company hereby establishes this Plan upon the terms and conditions
hereinafter stated.
1.02 Through acceptance of their appointment to the Committee, each member
of the Committee hereby accepts his or her appointment hereunder upon the terms
and conditions hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and retain personnel of
experience and ability in key positions of responsibility by providing Employees
and Directors of the Company, the Bank, and their Affiliates with a proprietary
interest in the Company, and as compensation for their past contributions to the
Bank, and as an incentive to make such contributions in the future.
ARTICLE III
DEFINITIONS
The following words and phrases, when used in this Plan with an initial
capital letter, shall have the meanings set forth below unless the context
clearly indicates otherwise. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
3.01 "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended.
3.02 "Bank" shall mean Hopkinsville Federal Savings Bank.
3.03 "Beneficiary" shall mean the person or persons designated by a
Participant to receive any benefits payable under the Plan in the event of such
Participant's death. Such person or persons shall be designated in writing on
forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a written
designation, the Beneficiary shall be the Participant's surviving spouse, if
any, or if none, his estate.
3.04 "Board" shall mean the Board of Directors of the Company.
<PAGE>
3.05 "Change in Control" shall mean any one of the following events: (1)
the acquisition of ownership, holding or power to vote more than 25% of the
Bank's or the Company's voting stock, (2) the acquisition of the ability to
control the election of a majority of the Bank's or the Company's directors, (3)
the acquisition of a controlling influence over the management or policies of
the Bank or the Company by any person or by persons acting as a "group" (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934), (4) the
acquisition of control of the Bank or the Company within the meaning of 12
C.F.R. Part 574 or its applicable equivalent, or (5) during any period of two
consecutive years, individuals (the "Continuing Directors") who at the beginning
of such period constitute the Board of Directors of the Company or the Bank (the
"Existing Board") cease for any reason to constitute at least two-thirds
thereof, provided that any individual whose election or nomination for election
as a member of the Existing Board was approved by a vote of at least two-thirds
of the Continuing Directors then in office shall be considered a Continuing
Director. In the case of subsections (1), (2), (3) and (4) above, ownership or
control of the Bank by the Company itself shall not constitute a "Change in
Control." For purposes of defining Change in Control, the term "person" refers
to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not specifically listed herein. The decision of the
Committee as to whether a Change in Control has occurred shall be conclusive and
binding.
3.06 "Committee" shall mean the Management Recognition Plan Committee
appointed by the Board pursuant to Article IV hereof; provided that the Board
may act in lieu of the Committee on any matter as to which the Committee has
authority to act.
3.07 "Common Stock" shall mean shares of the common stock of the Company.
3.08 "Company" shall mean HopFed Bancorp, Inc.
3.09 "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave, or any other leave of absence approved by the
Company in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
3.10 "Date of Conversion" shall mean the date of the conversion of the Bank
from mutual to stock form.
3.11 "Director" shall mean a member of the Board, and any member of the
board of directors of an Affiliate whose members the Board has by resolution
designated as being eligible for participation in this Plan.
3.12 "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected to be of
indefinite duration and to
2
<PAGE>
substantially prevent a Participant from fulfilling his or her duties or
responsibilities to the Company or an Affiliate.
3.13 "Effective Date" shall mean the date on which the Plan first becomes
effective, as determined under Section 8.07 hereof.
3.14 "Employee" shall mean any person who is employed by the Company or an
Affiliate.
3.15 "Non-employee Director" shall have the meaning provided in Rule 16b-3
of the General Rules and Regulations under the Securities Exchange Act of 1934,
as amended.
3.16 "Participant" shall mean an Employee or Director who holds a Plan
Share Award.
3.17 "Plan" shall mean this HopFed Bancorp, Inc. Management Recognition
Plan.
3.18 "Plan Shares" shall mean shares of Common Stock held in the Trust
which are awarded or issuable to a Participant pursuant to the Plan.
3.19 "Plan Share Award" shall mean a right granted under this Plan to
receive Plan Shares.
3.20 "Plan Share Reserve" shall mean the shares of Common Stock held by the
Trustee pursuant to Sections 5.02 and 5.03.
3.21 "Trust" and "Trust Agreement" shall mean that agreement entered into
pursuant to the terms hereof between the Company and the Trustee, and "Trust"
means the grantor trust created thereunder.
3.22 "Trustee" shall mean that person(s) or entity appointed by the Board
pursuant to the Trust Agreement to hold legal title to the Plan assets for the
purposes set forth herein.
3.23 "Year of Service" shall mean a full twelve-month period, measured from
the date of a Plan Share Award and each annual anniversary of that date, during
which a Participant's Continuous Service has not terminated for any reason.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 ROLE AND POWERS OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, which shall consist of not less than two members
of the Board who are Non-Employee Directors. In the absence at any time of a
duly appointed Committee, the Plan shall be administered by those members of the
Board who are Non-Employee Directors, and by the Board if there are less than
two Non-Employee Directors.
3
<PAGE>
The Committee shall have all of the powers allocated to it in this and
other Sections of the Plan. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board, the Committee shall have sole and
complete authority and discretion (i) to make Plan Share Awards to such
Employees as the Committee may select, (ii) to determine the form and content of
Plan Share Awards to be issued under the Plan, (iii) to interpret the Plan, (iv)
to prescribe, amend and rescind rules and regulations relating to the Plan, and
(v) to make other determinations necessary or advisable for the administration
of the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. Subject to
Section 4.02, the interpretation and construction by the Committee of any
provisions of the Plan or of any Plan Share Award granted hereunder shall be
final and binding. The Committee shall act by vote or written consent of a
majority of its members, and shall report its actions and decisions with respect
to the Plan to the Board at appropriate times, but in no event less than one
time per calendar year. The Committee may recommend to the Board one or more
persons or entity to act as Trustee(s) in accordance with the provisions of this
Plan and the Trust.
4.02 ROLE OF THE BOARD. The members of the Committee shall be appointed or
approved by, and will serve at the pleasure of, the Board. The Board may in its
discretion from time to time remove members from, or add members to, the
Committee. The Board shall have all of the powers allocated to it in this and
other Sections of the Plan, may take any action under or with respect to the
Plan which the Committee is authorized to take, and may reverse or override any
action taken or decision made by the Committee under or with respect to the
Plan, provided, however, that the Board may not revoke any Plan Share Award
already made or impair a participant's vested rights under a Plan Share Award.
Members of the Board who are eligible for or who have been granted Plan Share
Awards (other than pursuant to Section 6.04) may not vote on any matters
affecting the administration of the Plan or the grant of Plan Shares or Plan
Share Awards (although such members may be counted in determining the existence
of a quorum at any meeting of the Board during which actions with regard thereto
are taken). Further, with respect to all actions taken by the Board in regard to
the Plan, such action shall be taken by a majority of the Board where such a
majority of the directors acting in the matter are Non-Employee Directors.
4.03 LIMITATION ON LIABILITY. No member of the Board or the Committee or
the Trustee(s) shall be liable for any determination made in good faith with
respect to the Plan or any Plan Shares or Plan Share Awards granted under it. If
a member of the Board or the Committee or any Trustee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by him in such capacity under or with
respect to the Plan, the Company shall indemnify such member against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the Company and its
Affiliates and,
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with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
ARTICLE V
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 AMOUNT AND TIMING OF CONTRIBUTIONS. The Board shall determine the
amounts (or the method of computing the amounts) to be contributed by the
Company to the Trust, provided that the Bank may also make contributions to the
Trust. Such amounts shall be paid to the Trustee at the time of contribution. No
contributions to the Trust by Employees shall be permitted.
5.02 INVESTMENT OF TRUST ASSETS; MAXIMUM PLAN SHARE AWARDS. The Trustee
shall invest Trust assets only in accordance with the Trust Agreement; provided
that the Trust shall not purchase, and Plan Share Awards shall not be made with
respect to, more than 161,345 Shares. Such Shares may either be authorized but
unissued Shares, Shares held in treasury, or Shares held in a grantor trust.
5.03 EFFECT OF ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES. Upon the allocation of Plan Share Awards under Section 6.02, the Plan
Share Reserve shall be reduced by the number of Shares subject to the Awards so
allocated. Any Shares subject or attributable to an Award which may not be
earned because of a forfeiture by the Participant pursuant to Section 7.01 shall
be added to the Plan Share Reserve.
ARTICLE VI
ELIGIBILITY; ALLOCATIONS
6.01 ELIGIBILITY. Except as otherwise provided in Section 6.04 hereof,
the Committee shall make Plan Share Awards only to Employees and Directors. In
selecting those Employees to whom Plan Share Awards will be granted and the
number of shares covered by such Awards, the Committee shall consider the
position, duties and responsibilities of the eligible Employees, the value of
their services to the Company and its Affiliates, and any other factors the
Committee may deem relevant. Notwithstanding the foregoing, the Committee shall
automatically make the Plan Share Awards specified in Sections 6.04 and 6.05
hereof.
6.02 ALLOCATIONS. The Committee will determine which Employees will be
granted discretionary Plan Share Awards, and the number of Shares covered by
each Plan Share Award, provided that in no event shall any Awards be made which
will violate the governing instruments of the Bank or its Affiliates or any
applicable federal or state law or regulation. In the event Plan Shares are
forfeited for any reason or additional shares of Common Stock are purchased by
the Trustee, the Committee may, from time to time, determine which of the
Employees referenced in Section 6.01 above will be granted additional Plan Share
Awards to be awarded from the forfeited or acquired Plan Shares.
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6.03 FORM OF ALLOCATION. As promptly as practicable after a determination
is made pursuant to Section 6.02 that a Plan Share Award is to be made, the
Committee shall notify the Participant in writing of the grant of the Award, the
number of Plan Shares covered by the Award, and the terms upon which the Plan
Shares subject to the Award may be earned. The date on which the Committee so
notifies the Participant shall be considered the date of grant of the Plan Share
Awards. The Committee shall maintain records as to all grants of Plan Share
Awards under the Plan.
6.04 AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS. Notwithstanding any other
provisions of this Plan, each Director or advisory Director who is not an
Employee but is a Director on the Effective Date shall receive, on said date, a
Plan Share Award for 8,067 Shares. Plan Share Awards received under the
provisions of this Section shall become vested and nonforfeitable according to
the general rules set forth in subsections (a) and (b) of Section 7.01. Unless
otherwise inapplicable or inconsistent with the provisions of this Section, the
Plan Share Awards to be granted hereunder shall be subject to all other
provisions of this Plan.
6.05 AUTOMATIC GRANTS TO EMPLOYEES. On the Effective Date, each of the
following individuals shall receive a Plan Share Award as to the number of Plan
Shares listed below, provided that such award shall not be made to an individual
who is not an Employee on the Effective Date:
Officer Shares Subject to Plan Share Award
------- ----------------------------------
Thomas 32,269
Noel 29,042
Clark 19,361
Roberts 8,067
Boyd 8,067
Mallory 8,067
Foley 8,067
Plan Share Awards received under the provisions of this Section shall become
vested and nonforfeitable according to the general rules set forth in
subsections (a) and (b) of Section 7.01. Unless otherwise inapplicable or
inconsistent with the provisions of this Section, the Plan Share Awards to be
granted hereunder shall be subject to all other provisions of this Plan.
6.06 ALLOCATIONS NOT REQUIRED. Notwithstanding anything to the contrary in
Sections 6.01 and 6.02, but subject to Sections 6.04 and 6.05, no Employee or
Director shall have any right or entitlement to receive a Plan Share Award
hereunder, such Awards being at the total discretion of the Committee, nor shall
any Employees or Directors as a group have such a right. The Committee may, with
the approval of the Board (or, if so directed by the Board) return all
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Common Stock in the Plan Share Reserve to the Company at any time, and cease
issuing Plan Share Awards.
ARTICLE VII
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 EARNING PLAN SHARES; FORFEITURES.
(a) GENERAL RULES. With respect to Plan Share Awards that
occur on the Effective Date, the Plan Shares subject to such Awards shall be
earned and become non-forfeitable by a Participant according to the following
schedule, provided the Participant is an Employee or Director on the scheduled
vesting date:
Percent of Plan Share
Vesting Date Award that Becomes Vested
------------ -------------------------
The Effective Date 33 1/3%
January 1, 2000 33 1/3%
January 1, 2001 33 1/3%
(b) ACCELERATION FOR TERMINATIONS DUE TO DISABILITY, DEATH,
RETIREMENT, OR CHANGE IN CONTROL. Notwithstanding the general rule contained in
Section 7.01(a) above, (i) all Plan Shares subject to a Plan Share Award held by
a Participant whose service with the Company or an Affiliate terminates due to
the Participant's Disability, death, or retirement at or after age 62, and (ii)
all Plan Shares subject to a Plan Share Award held by a Participant shall be
deemed earned and 100% vested upon a Change in Control or, if earlier, the
execution of an agreement to effect a Change in Control.
7.02 ACCRUAL OF DIVIDENDS. Whenever Plan Shares are paid to a
Participant or Beneficiary under Section 7.03, such Participant or Beneficiary
shall also be entitled to receive, with respect to each Plan Share paid, an
amount equal to any cash dividends (including special large and nonrecurring
dividends, including one that has the effect of a return of capital to the
Company's stockholders) and a number of shares of Common Stock equal to any
stock dividends, declared and paid with respect to a share of Common Stock
between the date the relevant Plan Share Award was initially granted to such
Participant and the date the Plan Shares are being distributed. There shall also
be distributed an appropriate amount of net earnings, if any, of the Trust with
respect to any cash dividends so paid out.
7.03 DISTRIBUTION OF PLAN SHARES.
(a) TIMING OF DISTRIBUTIONS: GENERAL RULE. Except as provided
in subsections (c), and (d) below, the Trustee shall distribute Plan Shares and
accumulated cash
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from dividends and interest to the Participant or his Beneficiary, as the case
may be, as soon as practicable after they have been earned. No fractional shares
shall be distributed.
(b) FORM OF DISTRIBUTION. The Trustee shall distribute all
Plan Shares, together with any shares representing stock dividends, in the form
of Common Stock. One share of Common Stock shall be given for each Plan Share
earned. Payments representing cash dividends (and earnings thereon) shall be
made in cash.
(c) WITHHOLDING. The Trustee shall withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is not
sufficient, the Trustee shall require the Participant or Beneficiary to pay to
the Trustee the amount required to be withheld as a condition of delivering the
Plan Shares. The Trustee shall pay over to the Company or Affiliate which
employs or employed such Participant any such amount withheld from or paid by
the Participant or Beneficiary.
(d) TIMING: EXCEPTION FOR 10% SHAREHOLDERS. Notwithstanding
Subsections (a) and (b) above, no Plan Shares may be distributed prior to the
date which is five (5) years from the Date of Conversion to the extent the
Participant or Beneficiary, as the case may be, would after receipt of such
Shares own in excess of ten percent (10%) of the issued and outstanding shares
of Common Stock unless such action is approved in advance by a majority vote of
Non-employee Directors of the Board. To the extent this limitation would delay
the date on which a Participant receives Plan Shares, the Participant may elect
to receive from the Trust, in lieu of such Plan Shares, the cash equivalent
thereof. Any Plan Shares remaining undistributed solely by reason of the
operation of this Subsection (d) shall be distributed to the Participant or his
Beneficiary on the date which is five years from the Date of Conversion.
(e) REGULATORY EXCEPTIONS. No Plan Shares shall be distributed
unless and until all of the requirements of all applicable law and regulations
shall have been fully complied with, including the receipt of approval of the
Plan by the stockholders of the Company by such vote, if any, as may be required
by applicable law and regulations.
7.04 VOTING OF PLAN SHARES. All shares of Common Stock held by the
Trust (whether or not subject to a Plan Share Award) shall be voted by the
Trustee in the same proportion as the trustee of the Company's Employee Stock
Ownership Plan votes Common Stock held in the trust associated therewith, and in
the absence of any such voting, shall be voted in the manner directed by the
Board.
7.05 DEFERRAL ELECTIONS BY PARTICIPANTS.
(a) ELECTIONS TO DEFER. At any time prior to December 31st of
any year prior to the date on which a Participant becomes vested in any shares
subject to his or her Plan Share Award, or by May 7, 1999, with respect to
awards made on the Effective Date, a Participant who is a member of a select
group of management or highly compensated employees (within the meaning of the
Employees' Retirement Income Security Act of 1973) may irrevocably elect, on
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the form attached hereto as Exhibit "A" (the "Election Form"), to defer the
receipt of all or a percentage of the Plan Shares that would otherwise be
transferred to the Participant upon the vesting of such award (the "Deferred
Shares").
(b) RECORDKEEPING; HOLDING OF DEFERRED SHARES. The Committee
shall establish and maintain an individual account (the "Cash Account") in the
name of each Participant who files an Election Form for the purpose of tracking
deferred earnings ("Deferred Earnings") attributable to cash dividends paid on
Deferred Shares. On the last day of each fiscal year of the Company, the
Committee shall credit to the Participant's Cash Account earnings on the balance
of the Cash Account at a rate equal to the dividend-adjusted total return on
Common Stock, as determined from time to time by the Committee in its sole
discretion. The Trustees shall hold each Participant's Deferred Shares and
Deferred Earnings in the Trust until distribution is required pursuant to the
election set forth in the Participant's Election Form.
(c) DISTRIBUTIONS OF DEFERRED SHARES. The Trustee shall
distribute a Participant's Deferred Shares and Deferred Earnings in accordance
with the Participant's Election Form. All distributions made by the Company
and/or the Trustees pursuant to elections made hereunder shall be subject to
applicable federal, state, and local tax withholding and to such other
deductions as shall at the time of such payment be required under any income tax
or other law, whether of the United States or any other jurisdiction, and, in
the case of payments to a beneficiary, the delivery to the Committee and/or
Trustees of all necessary waivers, qualifications and other documentation.
Within 90 days after receiving notice of a Participant's death, the Trustee
shall distribute any balance of the Participant's Deferred Shares and Deferred
Earnings to the Participant's Beneficiary. If, on the other hand, a
Participant's Continuous Service terminates for a reason other than the
Participant's death, Disability, early retirement, or normal retirement, the
Participant's Deferred Shares and Deferred Earnings shall be distributed to the
Participant in a lump sum occurring as soon as reasonably practicable. The
distribution provisions of a Participant's Election Form shall become
irrevocable on the date that occurs (i) one year before the Participant's
termination of Continuous Service for a reason other than death, and (ii) on the
Participant's death if that terminates the Participant's Continuous Service.
(d) HARDSHIP WITHDRAWALS. Notwithstanding any other provision
of the Plan or a Participant's Election Form, in the event the Participant
suffers an unforeseeable emergency hardship within the contemplation of this
paragraph, the Participant may apply to the Committee for an immediate
distribution of all or a portion of his Deferred Shares and Deferred Earnings.
The hardship must result from a sudden and unexpected illness or accident of the
Participant or a dependent of the Participant, casualty loss of property, or
other similar conditions beyond the control of the Participant. Examples of
purposes which are not considered hardships include post-secondary school
expenses or the desire to purchase a residence. In no event will a distribution
be made to the extent the hardship could be relieved through reimbursement or
compensation by insurance or otherwise, or by liquidation of the Participant's
nonessential assets to the extent such liquidation would not itself cause a
severe financial hardship. The amount of any distribution hereunder shall be
limited to the amount necessary to relieve the Participant's financial hardship.
The determination of whether a Participant has a qualifying hardship and the
amount
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which qualifies for distribution, if any, shall be made by the Committee in its
sole discretion. The Committee may require evidence of the purpose and amount of
the need, and may establish such application or other procedures as it deems
appropriate.
(e) RIGHTS TO DEFERRED SHARES AND EARNINGS. A Participant may
not assign his or her claim to Deferred Shares and Deferred Earnings during his
or her lifetime, except in accordance with Section 8.03 of this Plan. A
Participant's right to Deferred Shares and Deferred Earnings shall at all times
constitute an unsecured promise of the Company to pay benefits as they come due.
The right of the Participant or his or her beneficiary to receive benefits
hereunder shall be solely an unsecured claim against the general assets of the
Company. Neither the Participant nor his or her beneficiary shall have any claim
against or rights in any specific assets or other fund of the Company, and any
assets in the Trust shall be deemed general assets of the Company.
ARTICLE VIII
MISCELLANEOUS
8.01 ADJUSTMENTS FOR CAPITAL CHANGES.
(a) RECAPITALIZATIONS; STOCK SPLITS, ETC. The number and kind
of shares which may be purchased under the Plan, and the number and kind of
shares subject to outstanding Plan Share Awards, shall be proportionately
adjusted for any increase, decrease, change or exchange of shares of Common
Stock for a different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.
(b) TRANSACTIONS IN WHICH THE COMPANY IS NOT THE SURVIVING
ENTITY. In the event of (i) the liquidation or dissolution of the Company, (ii)
a merger or consolidation in which the Company is not the surviving entity, or
(iii) the sale or disposition of all or substantially all of the Company's
assets (any of the foregoing to be referred to herein as a "Transaction"), all
outstanding Plan Share Awards shall be adjusted for any change or exchange of
shares of Common Stock for a different number or kind of shares or other
securities which results from the Transaction.
(c) CONDITIONS AND RESTRICTIONS ON NEW, ADDITIONAL, OR
DIFFERENT SHARES OR SECURITIES. If, by reason of any adjustment made pursuant to
this Section, a Participant becomes entitled to new, additional, or different
shares of stock or securities, such new, additional, or different shares of
stock or securities shall thereupon be subject to all of the conditions and
restrictions which were applicable to the shares pursuant to the Plan Share
Award before the adjustment was made. In addition, the Committee shall have the
discretionary authority to impose on the Shares subject to Plan Share Awards to
Employees such restrictions as the Committee may deem appropriate or desirable,
including but not limited to a right of first refusal, or repurchase option, or
both of these restrictions.
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(d) OTHER ISSUANCES. Except as expressly provided in this
Section, the issuance by the Company or an Affiliate of shares of stock of any
class, or of securities convertible into shares of Common Stock or stock of
another class, for cash or property or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, shall not
affect, and no adjustment shall be made with respect to, the number or class of
shares of Common Stock then subject to Plan Share Awards or reserved for
issuance under the Plan.
8.02 AMENDMENT AND TERMINATION OF PLAN. The Board may, by resolution,
at any time amend or terminate the Plan; provided that no amendment or
termination of the Plan shall, without the written consent of a Participant,
impair any rights or obligations under a Plan Share Award theretofore granted to
the Participant. The power to amend or terminate the Plan in accordance with
this Section 8.02 shall include the power to direct the Trustee to return to the
Company all or any part of the assets of the Trust, including shares of Common
Stock held in the Plan Share Reserve. However, the termination of the Trust
shall not affect a Participant's right to earn Plan Share Awards and to receive
a distribution of Common Stock relating thereto, including earnings thereon, in
accordance with the terms of this Plan and the grant by the Committee or the
Board.
8.03 NONTRANSFERABILITY. Plan Share Awards may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution. Notwithstanding the foregoing,
or any other provision of this Plan, a Participant who holds Plan Share Awards
may transfer such Awards to his or her spouse, lineal ascendants, lineal
descendants, or to a duly established trust for the benefit of one or more of
these individuals. Plan Share Awards so transferred may thereafter be
transferred only to the Participant who originally received the grant or to an
individual or trust to whom the Participant could have initially transferred the
Awards pursuant to this Section 8.03. Plan Share Awards which are transferred
pursuant to this Section 8.03 shall be exercisable by the transferee according
to the same terms and conditions as applied to the Participant.
8.04 NO EMPLOYMENT OR OTHER RIGHTS. Neither the Plan nor any grant of a
Plan Share Award or Plan Shares hereunder nor any action taken by the Trustee,
the Committee or the Board in connection with the Plan shall create any right,
either express or implied, on the part of any Employee or Director to continue
in the service of the Company, the Bank, or an Affiliate thereof.
8.05 VOTING AND DIVIDEND RIGHTS. No Participant shall have any voting
or dividend rights or other rights of a stockholder in respect of any Plan
Shares covered by a Plan Share Award prior to the time said Plan Shares are
actually distributed to him.
8.06 GOVERNING LAW. The Plan and Trust shall be governed and construed
under the laws of the Commonwealth of Kentucky to the extent not preempted by
federal law.
8.07 EFFECTIVE DATE. The Plan shall become effective immediately upon
its receipt of Board approval, provided that the effectiveness of the Plan and
any Plan Share Awards shall be
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absolutely contingent upon the Plan's approval by a favorable vote of
stockholders of the Company who own at least a majority of the total votes cast
at a duly called meeting of the Company's stockholders held in accordance with
applicable laws.
8.08 TERM OF PLAN. This Plan shall remain in effect until the earlier
of (i) termination by the Board, or (ii) the distribution of all assets of the
Trust. Termination of the Plan shall not affect any Plan Share Awards previously
granted, and such Awards shall remain valid and in effect until they have been
earned and paid, or by their terms expire or are forfeited.
8.09 TAX STATUS OF TRUST. It is intended that (i) the Trust associated
with the Plan be treated as a grantor trust of the Company under the provisions
of Section 671 et seq. of the Code, as the same may be amended from time to
time, and (ii) that in accordance with Revenue Procedure 92-65 (as the same may
be amended from time to time), Participants have the status of general unsecured
creditors of the Company, the Plan constitutes a mere unfunded promise to make
benefit payments in the future, the Plan is unfunded for tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended, and the Trust has been and will continue to be maintained in conformity
with Revenue Procedure 92-64 (as the same may be amended from time to time).
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Exhibit A
HOPFED BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
--------------------------------
DEFERRAL ELECTION AGREEMENT
--------------------------------
AGREEMENT, made this ____ day of ________, ____, by and between
__________________ (the "Participant"), and HopFed Bancorp, Inc. (the
"Company").
WHEREAS, the Company has established the HopFed Bancorp, Inc. Management
Recognition Plan (the "Plan"), and the Participant is eligible to participate in
said Plan; and
WHEREAS, the Participant is a recipient of Plan Share Awards (the "Awards")
for ___________ shares of common stock of the Company, to become vested
according to the terms set forth in Section 7.01 of the Plan; and
WHEREAS, the Participant desires to defer receipt of certain Awards and the
earnings thereon to which the Participant is entitled upon the vesting of such
Awards.
NOW THEREFORE, the Participant, by the execution hereof, agrees to
participate in the Plan upon the terms and conditions set forth therein, and, in
accordance therewith, makes the following elections:
1. The amount of Awards which the Participant hereby elects to defer is as
follows:
Vesting Date Number of Shares Deferred
------------ -------------------------
2. All amounts deferred pursuant to the Plan after the date of this
Agreement shall be distributed beginning:
( ) the calendar year immediately following the year in which the
Participant ceases service with the Company.
( ) the later of the calendar year immediately following the year
in which the Participant ceases service with the Company, or
____________, 199_ (a specific date not later than the year in
which the Participant will attain 70 years of age).
<PAGE>
( ) the year in which the Participant attains 70 years of age.
3. The Participant hereby elects to have the amount deferred after the date
of this Agreement and any related accumulated earnings distributed as follows:
( ) annually over a ten-year period.
( ) annually over a ______- year period (must be less than ten
years).
( ) in a lump sum.
4. All distributions made pursuant to the Plan and this Agreement will be
made in Plan Shares and in cash to the extent of earnings on Plan Shares.
5. The Participant hereby designates _______________________ to be his or
her beneficiary and to receive the balance of any unpaid deferred compensation
and related earnings.
6. This election shall be irrevocable, except that (a) the beneficiary
designation made in paragraph 5 hereof may be revised at any time and from time
to time, and (b) the elections made in paragraphs 2 and 3 shall only become
irrevocable on the first to occur of the Participant's death, or the date one
year before the Participant's Continuous Service terminates for a reason other
than death. Any changes to the elections made herein by said Participant will be
limited to the range of choices offered herein.
7. The Company agrees to make payment of the amount due the Participant in
accordance with the terms of the Plan and the elections made by the Participant
herein.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the
day and year first above-written.
PARTICIPANT COMPANY
_______________________________ ____________________________
By _________________________
Its ________________________
<PAGE>
HOPFED BANCORP, INC.
GRANTOR TRUST AGREEMENT
PREAMBLE. This Grantor Trust Agreement (the "Trust Agreement") made this
____ day of __________, 1999, by and between HopFed Bancorp, Inc. (the
"Company") and the undersigned directors (acting by majority, the "Trustee").
WHEREAS, the Company has established the HopFed Bancorp, Inc. Management
Recognition Plan and the HopFed Bancorp, Inc. 1999 Stock Option Plan
(collectively, the "Plans"), and has incurred or expects to incur liability
under the terms of the Plans with respect to the benefits payable thereunder to
the Plans' participants (the "Participants"), and in the event of death, their
designated beneficiaries (collectively, the "Beneficiaries"); and
WHEREAS, it is the intention of the Company to establish this trust (the
"Trust") and to contribute assets to the Trust that shall be held therein,
subject to the claims of the Company's general creditors in the event of
Insolvency, as defined in Section 3(a) hereof, until paid to Beneficiaries in
such manner and at such times as specified in the Plans; and
WHEREAS, it is the intention of the parties hereto that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred compensation
to a select group of management or highly compensated individuals for purposes
of Title I of the Employee Retirement Income Security Act of 1974; and
WHEREAS, it is the intention of the Company to make contributions to the
Trust to enable the Trust to fully fund its liabilities under the Plans.
NOW, THEREFORE, the parties do hereby establish this Trust and agree that
the Trust shall be established and administered as set forth herein:
Section 1. Establishment of Trust
(a) The Company hereby deposits, or will shortly hereafter deposit, with
the Trustee in trust the sum of $_________________, which shall constitute the
initial principal of the Trust to be held, administered and dispersed by the
Trustee as provided for in this Trust Agreement.
(b) The Trust shall be irrevocable.
(c) The Trust is intended to be a grantor trust, of which the Company is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and
shall be construed accordingly.
<PAGE>
(d) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of the Company and shall be used exclusively
for the uses and purposes of Beneficiaries and general creditors as herein set
forth. Beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under the
Plans and this Trust Agreement shall be unsecured contractual rights of the
Beneficiaries, as provided for in this Agreement. Any assets held by the Trust
will be subject to the claims of the Company's general creditors under federal
and state law in the event of Insolvency, as defined in Section 3(a) herein.
(e) The Company, in its sole discretion, may at any time, or from time to
time, make additional contributions of cash or other assets to the Trustee to
augment the principal of the Trust to be held, administered and disbursed by the
Trustee as provided for in this Trust Agreement. Neither the Trustee nor any
Beneficiary shall have any right to compel such additional contributions.
(f) Upon a Change in Control within the meaning of Section 13(e) hereof,
the Company shall, as soon as possible but in no event later than ten business
days after the Change in Control, make an irrevocable contribution to this Trust
in an amount that is projected to provide the Trust with sufficient funds to pay
each Beneficiary the benefits to which he or she is entitled pursuant to the
Plans as in effect on the date of the Change in Control.
Section 2. Payments to Beneficiaries
(a) Within 60 days after the end of each calendar year beginning with
______, the Company shall deliver to the Trustee a schedule (the "Payment
Schedule") which reflects the benefits payable with respect to each Beneficiary,
a formula or other instructions acceptable to the Trustee for determining the
benefits so payable, the form in which such benefits are to be paid (as provided
for or available under the Plans), and the date of commencement for payment of
such benefits. Except as otherwise provided herein, the Trustee shall make
payments to Beneficiaries in accordance with such Payment Schedule. The Trustee
shall make provisions for the reporting and withholding of any federal, state or
local taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plans and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld, and paid by the Company. After a Change in Control, the
Trustee shall promptly make payments from the Trust to each and every
Beneficiary who provides the Trustee with a notarized statement specifying the
amount payable and affirming that such amount has both become unconditionally
payable pursuant to the Plans and has not been, and is not being, paid directly
by the Company, Hopkinsville Federal Savings Bank, or their successors; provided
that the Trustee shall provide the Company with notice of such payments
promptly, but only after the Trustee makes them.
<PAGE>
(b) The entitlement of a Beneficiary to benefits under the Plans shall be
determined by the Company or such party as may be designated under the Plans,
and any claim for such benefits shall be considered and reviewed under the
procedures set forth in the Plans.
(c) The Company may make payment of benefits directly to Beneficiaries as
such benefits become due under the terms of the Plans. The Company shall notify
the Trustee of its decision to make such payment of benefits prior to the time
benefits are payable to Beneficiaries. In addition, if the principal of the
Trust, and any earnings thereon, are not sufficient to make payments of benefits
in accordance with the terms of the Plans, the Company shall make the balance of
each such payment as due. The Trustee shall notify the Company when existing
principal and earnings are insufficient under the Payment Schedule.
(d) Notwithstanding any other provision of this Agreement to the contrary,
the Trustee shall distribute all Trust assets to Beneficiaries as soon as
immediately practicable after Hopkinsville Federal Savings Bank receives a
CAMELS rating of 4 or 5 (or a comparable rating under a successor system). The
Trustee shall make such distributions in a manner reasonably intended to provide
each Beneficiary with his or her accrued benefits under the Plans.
Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary
When Company Is Insolvent
(a) The Trustee shall cease payment of benefits to Beneficiaries if the
Company is Insolvent. The Company shall be considered "Insolvent" for purposes
of this Trust Agreement if (i) the Company is unable to pay its debts when the
same become due, or (ii) the Company is determined to be Insolvent by its
primary banking regulator, or (iii) the Company is placed in receivership by its
primary banking regulator due to its Insolvency.
(b) At all times during the existence of this Trust, as provided in Section
l (d) hereof, the principal and income of the Trust shall be subject to claims
of general creditors of the Company under federal and state law as set forth
below.
(c) The Board of Directors and the Chief Executive Officer of the Company
shall have the duty to inform the Trustee in writing of the Company's
Insolvency. If a person claiming to be a creditor of the Company alleges in
writing to the Trustee that the Company has become Insolvent, the Trustee shall
determine whether the Company is Insolvent and, pending such determination, the
Trustee shall discontinue payment of benefits to Beneficiaries.
(1) Unless the Trustee has actual knowledge of the Company's
Insolvency, or has received notice from the Company or a person claiming to be a
creditor alleging that the Company is Insolvent, the Trustee shall have no duty
to inquire whether the Company is Insolvent. The Trustee may in all events rely
on such evidence concerning the Company's
<PAGE>
solvency as may be furnished to the Trustee and that provides the Trustee with a
reasonable basis for making a determination concerning the Company's solvency.
(2) If at any time the Trustee has determined that the Company
is Insolvent, the Trustee shall discontinue payments to Beneficiaries, shall
liquidate the Trust's investment, if any, in common stock ("Common Stock") of
the Company, and shall hold the assets of the Trust for the benefit of the
Company's general creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Beneficiaries as general creditors of the Company with
respect to benefits due under the Plans or otherwise.
(3) The Trustee shall resume the payment of benefits to
Beneficiaries in accordance with Section 2 of this Trust Agreement only after
the Trustee has determined that the Company is not Insolvent or is no longer
Insolvent.
(d) If the Trustee discontinues the payment of benefits from the Trust
pursuant to Section 3(a) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the aggregate amount
of all payments due to Beneficiaries under the terms of the Plans for the period
of such discontinuance, provided that there are sufficient assets to make such
payments. The aggregate amount of any payments to Beneficiaries by the Company,
in lieu of the payments provided for hereunder during any such period of
discontinuance, shall be deducted from any payments made by the Trustee
hereunder.
Section 4. Payments to the Company
After the Trust has become irrevocable, the Company shall have no right or
power to direct the Trustee to return to the Company or to divert to others any
of the Trust assets before all payment of benefits have been made to
Beneficiaries pursuant to the terms of the Plans, except as provided for in
Section 3 hereof.
Section 5. Investment Authority
(a) The Trustee shall have the sole discretion as to the investment of
Trust assets, provided that the Trustee (i) shall to the maximum extent
reasonably possible invest in securities (including Common Stock or rights to
acquire stock) issued by the Company, (ii) shall invest Trust assets in a manner
reasonably anticipated to provide the Trust with assets sufficient to fund the
Company's obligations under the Plans, and (iii) shall follow any investment
directions provided by the Company prior to a Change in Control.
(b) All rights associated with assets of the Trust shall be exercised by
the Trustee or the person designated by the Trustee, and shall in no event be
exercisable by or through Beneficiaries, except that voting rights with respect
to any Common Stock held by the Trust will be exercised in accordance with the
terms of any Employee Stock Ownership Plan adopted by the Company (and,
otherwise, as directed by the Company's Board of Directors). The Company shall
have the right, in its sole discretion, to substitute assets of equal fair
market value for any
<PAGE>
assets held by the Trust. This right is exercisable by the Company in a
non-fiduciary capacity without consent of any person in a fiduciary capacity.
(c) Subject to applicable federal and state securities laws, if for any
reason the Trustee determines that it is appropriate to sell shares of Common
Stock, the Trustee shall first offer to sell such shares to the following
purchasers, in order of priority: first, the Company; second, any benefit plan
maintained by the Company or Hopkinsville Federal Savings Bank; third, current
Directors of the Company; fourth, current officers of the Company; and fifth,
members of the general public (through sales on the open market).
Section 6. Disposition of Income
During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be reinvested.
Section 7. Accounting by Trustee
The Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements of all transactions, including such specific records as
shall be agreed upon in writing between the Company and the Trustee. Within 60
days following each December 31 after the execution of this Agreement, and
within 20 days after the removal or resignation of the Trustee, the Trustee
shall deliver to the Company a written account of its administration of the
Trust during such year or during the period from the close of the last preceding
year to the date of such removal or resignation, reflecting all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
recorded separately), and reflecting all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as applicable.
Section 8. Responsibility of Trustee
(a) The Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like objectives, provided, however, that
the Trustee shall incur no liability to any person for any action taken pursuant
to a direction, request or approval given by the Company which is contemplated
by, and in conformity with, the terms of the Plans or this Trust Agreement and
is given in writing by the Company. In the event of a dispute between the
Company and a party, the Trustee may apply to a court of competent jurisdiction
to resolve the dispute.
(b) If the Trustee undertakes or defends any litigation arising in
connection with this Trust, the Company agrees to indemnify the Trustee against
Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments, except in those cases where the Trustee shall have been found
<PAGE>
by a court of competent jurisdiction to have acted with gross negligence or
willful misconduct. If the Company does not pay such costs, expenses and
liabilities in a reasonably timely manner, the Trustee may obtain payment from
the Trust.
(c) The Trustee may consult with legal counsel with respect to any of its
duties or obligations hereunder.
(d) The Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(e) The Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
the Trustee shall have no power to name a beneficiary of the policy other than
the Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.
(f) Notwithstanding any powers granted to the Trustee pursuant to this
Trust Agreement or to applicable law, the Trustee shall not have any power that
may accord the Trust the authority to engage in a business and to receive the
gains therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Code.
Section 9. Compensation and Expenses of Trustee
The Company shall pay all administrative expenses and the Trustee's fees
and expenses relating to the Plans and this Trust. If not so paid, the fees and
expenses shall be paid from the Trust.
Section 10. Resignation and Removal of Trustee
The Trustee may resign at any time by written notice to the Company, which
resignation shall be effective 30 days after the Company receives such notice
(unless the Company and the Trustee agree otherwise). The Trustee may be removed
by the Company on 30 days notice or upon shorter notice accepted by the Trustee,
but only if at least 80% of the Beneficiaries consent in writing to such
removal.
If the Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date or resignation or
removal under this section. If no such appointment has been made, the Trustee
may apply to a court of competent jurisdiction for appointment of a successor or
for instructions. All expenses of the Trustee in connection with the proceeding
shall be allowed as administrative expenses of the Trust. Upon resignation or
removal of the Trustee and appointment of a Successor Trustee, all assets shall
subsequently be
<PAGE>
transferred to the Successor Trustee. The transfer shall be completed within 60
days after receipt of a notice of resignation, removal or transfer, unless the
Company extends the time for such transfer.
Section 11. Appointment of Successor
If the Trustee resigns or is removed in accordance with Section 10 hereof,
the Company may appoint any other party as a successor to replace the Trustee
upon such resignation or removal. The appointment shall be effective when
accepted in writing by the new trustee, who shall have all of the rights and
powers of the former trustee, including ownership rights in the Trust assets.
The former trustee shall execute any instrument necessary or reasonably
requested by the Company or the Successor Trustee to evidence the transfer.
Notwithstanding the foregoing, if the Trustee resigns or is removed following a
Change in Control, the Trustee that has resigned or is being removed shall
appoint as its successor a third party financial institution that has trust
powers, is independent of and unrelated to the entity that has acquired or
otherwise obtained control of the Company, and is agreed to in writing by
Beneficiaries who are entitled to at least 80% of the Trust's assets.
A Successor Trustee need not examine the records and acts of any prior
trustee and may retain or dispose of existing Trust assets, subject to Sections
7 and 8 hereof. The Successor Trustee shall not be responsible for, and the
Company shall indemnify and defend the Successor Trustee from, any claim or
liability resulting from any action or inaction of any prior trustee or from any
other past event, or any condition existing at the time it becomes Successor
Trustee.
Section 12. Amendment or Termination
(a) This Trust Agreement may be amended by a written instrument executed by
the Trustee and the Company, provided that no such amendment shall either
conflict with the terms of the Plans, or make the Trust revocable.
(b) Notwithstanding subsection (a) hereof, the provisions of this Trust
Agreement and the trust created thereby may not be amended (i) without the
written consent of a majority in number of Participants under the Plans, or (ii)
after the date a Change in Control occurs, without the written consent of
Beneficiaries who are entitled to at least 80% of the Trust's assets. The
Company reserves the right to amend or eliminate clause (b)(ii) of this
paragraph prior to the date of Change in Control, with the written consent of
Beneficiaries who are entitled to at least 80% of the Trust's assets.
(c) The Trust shall not terminate until the date on which no Beneficiary is
entitled to benefits pursuant to the terms hereof or of the Plans. Upon
termination of the Trust, the Trustee shall return any assets remaining in the
Trust to the Company.
(d) The Company may terminate this Trust prior to the payment of all
benefits under the Plans only upon written approval of the Beneficiaries
entitled to payment of such benefits.
<PAGE>
Section 13. Miscellaneous
(a) Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Beneficiaries under this Trust Agreement may not be
anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process, except pursuant to the terms of the Plans and this
Trust Agreement.
(c) This Trust Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Kentucky, except to the extent preempted by
federal law.
(d) The Trustee agrees to be bound by the terms of the Plans, as in effect
from time to time.
(e) "Change in Control" is defined in the Management Recognition Plan, and
shall be defined in the same manner for purposes of this Trust. Any amendment to
said Plan that modifies said definition shall be deemed to apply with equal
force, effect, and timing to the definition of Change in Control for purposes of
this Trust, except that a modification that may adversely affect a Beneficiary
shall be ineffectual as to the Beneficiary unless he or she consents in writing
to be bound by the modification.
Section 14. Effective Date.
The effective date of this Trust Agreement shall be the date referenced in
the Preamble.
<PAGE>
IN WITNESS WHEREOF, the Company, by its duly authorized officer, has caused
this Trust Agreement to be executed, and its corporate seal affixed, and the
Trustees have executed this Trust Agreement, on the date referenced in the
Preamble.
HOPFED BANCORP, INC.
Witnessed by:
/s/ Peggy R. Noel By:/s/ Bruce Thomas
- --------------------------- ----------------------------------------
Its: President
TRUSTEE
Witnessed by:
/s/ Peggy R. Noel By:/s/ Clifton H. Cochran
- --------------------------- ----------------------------------------
Witnessed by:
/s/ Peggy R. Noel By:/s/ Walton G. Ezell
- --------------------------- ----------------------------------------
Witnessed by:
/s/ Peggy R. Noel By:/s/ W. D. McDaniel Kelley
- --------------------------- ----------------------------------------
EXHIBIT 99.2
<PAGE>
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Plan is to advance the interests of the Company
through providing select key Employees and Directors of the Bank, the Company,
and their Affiliates with the opportunity to acquire Shares. By encouraging such
stock ownership, the Company seeks to attract, retain and motivate the best
available personnel for positions of substantial responsibility and to provide
additional incentives to Directors and key Employees of the Company or any
Affiliate to promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Bank" shall mean Hopkinsville Federal Savings Bank.
(d) "Board" shall mean the Board of Directors of the Company.
(e) "Change in Control" shall mean any one of the following events: (1) the
acquisition of ownership, holding or power to vote more than 25% of the Bank's
or the Company's voting stock, (2) the acquisition of the ability to control the
election of a majority of the Bank's or the Company's directors, (3) the
acquisition of a controlling influence over the management or policies of the
Bank or the Company by any person or by persons acting as a "group" (within the
meaning of Section 13(d) of the Securities Exchange Act of 1934), (4) the
acquisition of control of the Bank or the Company within the meaning of 12
C.F.R. Part 574 or its applicable equivalent, or (5) during any period of two
consecutive years, individuals (the "Continuing Directors") who at the beginning
of such period constitute the Board of Directors of the Company or the Bank (the
"Existing Board") cease for any reason to constitute at least two-thirds
thereof, provided that any individual whose election or nomination for election
as a member of the Existing Board was approved by a vote of at least two-thirds
of the Continuing Directors then in office shall be considered a Continuing
Director. In the case of subsections (1), (2), (3) and (4) above, ownership or
control of the Bank by the Company itself shall not constitute a "Change in
Control." For purposes of defining Change in Control, the term "person" refers
to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not
<PAGE>
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof; provided that the Board may act
in lieu of the Committee with respect to any matter as to which the Committee
may act.
(h) "Common Stock" shall mean the common stock of the Company.
(i) "Company" shall mean HopFed Bancorp, Inc.
(j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case of
sick leave, military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a Director's
performance of services in an emeritus or advisory capacity.
(k) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution designated
as being eligible for participation in this Plan.
(l) "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected to be of
indefinite duration and to substantially prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.
(m) "Effective Date" shall mean the date specified in Paragraph 14 hereof.
(n) "Employee" shall mean any person employed by the Company, the Bank, or
an Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock, as
determined under Paragraph 7(b) hereof.
(r) "Non-Employee Director" shall have the meaning provided in Rule 16b-3.
<PAGE>
(s) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.
(t) "Option" means an ISO and/or a Non-ISO.
(u) "Optioned Shares" shall mean Shares subject to an Option granted
pursuant to this Plan.
(v) "Participant" shall mean any person who receives an Option pursuant to
the Plan.
(w) "Plan" shall mean this HopFed Bancorp, Inc. 1999 Stock Option Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended.
(y) "Share" shall mean one share of Common Stock.
(z) "SAR" (or "Stock Appreciation Right") shall mean a right to receive the
appreciation in value, or a portion of the appreciation in value, of a specified
number of shares of Common Stock.
(aa) "Year of Service" shall mean a full twelve-month period, measured from
the date of an Option and each annual anniversary of that date, during which a
Participant has not terminated Continuous Service for any reason.
3. TERM OF THE PLAN AND OPTIONS.
(a) Term of the Plan. The Plan shall continue in effect for a term of ten
years from the Effective Date, unless sooner terminated pursuant to Paragraph 16
hereof. No Option shall be granted under the Plan after ten years from the
Effective Date.
(b) Term of Options. The term of each Option granted under the Plan shall
be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required under Paragraph 11, the aggregate number of
Shares deliverable pursuant to Options shall not exceed 403,362 Shares, which
equals 10% of the Shares issued by the Company in connection with the Bank's
conversion from mutual to stock form. Such Shares may either be authorized but
unissued Shares, Shares held in treasury, or Shares held in a grantor trust
created by the Company. If any Options should expire, become unexercisable, or
be forfeited for any reason without having been exercised, the Optioned Shares
<PAGE>
shall, unless the Plan shall have been terminated, be available for the grant of
additional Options under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be administered by the
Committee, appointed by the Board, and consisting of at least two members of the
Board who are Non-Employee Directors. Members of the Committee shall serve at
the pleasure of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of the Board who are
Non-Employee Directors.
(b) Powers of the Committee. Except as limited by the express provisions of
the Plan or by resolutions adopted by the Board, the Committee shall have sole
and complete authority and discretion (i) to select Participants and grant
Options, (ii) to determine the form and content of Options to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, and (v)
to make other determinations necessary or advisable for the administration of
the Plan. The Committee shall have and may exercise such other power and
authority as may be delegated to it by the Board from time to time. A majority
of the entire Committee shall constitute a quorum and the action of a majority
of the members present at any meeting at which a quorum is present, or acts
approved in writing by a majority of the Committee without a meeting, shall be
deemed the action of the Committee.
(c) Agreement. Each Option shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The terms
of each such Agreement shall be in accordance with the Plan, but each Agreement
may include such additional provisions and restrictions determined by the
Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular, the
Committee shall set forth in each Agreement (i) the Exercise Price of an Option,
(ii) the number of Shares subject to, and the expiration date of, the Option,
(iii) the manner, time and rate (cumulative or otherwise) of exercise or vesting
of such Option, and (iv) the restrictions, if any, to be placed upon such
Option, or upon Shares which may be issued upon exercise of such Option.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
the Options.
(d) Effect of the Committee's Decisions. All decisions, determinations and
interpretations of the Committee shall be final and conclusive on all persons
affected thereby.
<PAGE>
(e) Indemnification. In addition to such other rights of indemnification as
they may have, the members of the Committee shall be indemnified by the Company
in connection with any claim, action, suit or proceeding relating to any action
taken or failure to act under or in connection with the Plan or any Option,
granted hereunder to the full extent provided for under the Company's governing
instruments with respect to the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. The Committee shall have the discretion to make
discretionary grants of Options to Employees and Directors (including members of
the Committee). In addition, the Committee shall automatically make the awards
specified in Paragraphs 6(b) and 9(a) hereof.
(b) Automatic Grants to Employees. On a date that the Committee selects in
its discretion for initial grants, each of the following Employees shall receive
an Option to purchase the number of Shares listed below, at an Exercise Price
per Share equal to the Market Value of a Share on the Effective Date; provided
that such grant shall not be made to an Employee whose Continuous Service
terminates on or before the Effective Date:
Participant Number of Shares
----------- ----------------
Thomas 80,672
Noel 72,605
Clark 48,403
Roberts 20,168
Boyd 20,168
Mallory 20,168
Foley 20,168
With respect to each of the above-named Participants, the Option granted to
the Participant hereunder (i) shall vest in accordance with the general rule set
forth in Paragraph 8(a) of the Plan, (ii) shall have a term of ten years from
the Effective Date, and (iii) shall be subject to the general rule set forth in
Paragraph 8(c) with respect to the effect of a Participant's termination of
Continuous Service on the Participant's right to exercise his Options.
(c) Special Rules for ISOs. The aggregate Market Value, as of the date the
Option is granted, of the Shares with respect to which ISOs are exercisable for
the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or any
present or future Affiliate of the Company) shall not exceed $100,000.
Notwithstanding the foregoing, the Committee may grant Options in excess of the
foregoing limitations, in which case such Options granted in excess of such
limitation shall be Options which are Non-ISOs.
<PAGE>
7. EXERCISE PRICE FOR OPTIONS.
(a) Limits on Committee Discretion. The Exercise Price as to any particular
Option shall not be less than 100% of the Market Value of the Optioned Shares on
the date of grant. In the case of an Employee who owns Shares representing more
than 10% of the Company's outstanding Shares of Common Stock at the time an ISO
is granted, the Exercise Price shall not be less than 110% of the Market Value
of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is listed
on a national securities exchange (including the NASDAQ National Market System)
on the date in question, then the Market Value per Share shall be the average of
the highest and lowest selling price on such exchange on such date, or if there
were no sales on such date, then the Exercise Price shall be the mean between
the bid and asked price on such date. If the Common Stock is traded otherwise
than on a national securities exchange on the date in question, then the Market
Value per Share shall be the mean between the bid and asked price on such date,
or, if there is no bid and asked price on such date, then on the next prior
business day on which there was a bid and asked price. If no such bid and asked
price is available, then the Market Value per Share shall be its fair market
value as determined by the Committee, in its sole and absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Unless the Committee specifically eliminates any vesting
requirement or imposes a different vesting schedule in an Agreement granting an
Option, each Option grant shall be vested and exercisable with respect to 50% of
the Optioned Shares on the date of grant and shall become vested and exercisable
with respect to an additional 50% of the Optioned Shares on January 1, 2000;
provided that no vesting shall occur prior to stockholder approval pursuant to
Paragraph 14 hereof, and further provided that no vesting shall occur on a
particular date if the Participant's Continuous Service has ended prior thereto.
Notwithstanding the foregoing, an Option shall become fully (100%) exercisable
immediately upon termination of the Participant's Continuous Service due to (i)
the Participant's Disability, (ii) death, (iii) retirement at or after age 62,
or (iv) upon a Change in Control or, if earlier, the execution of an agreement
to effect a Change in Control. An Option may not be exercised for a fractional
Share.
(b) Procedure for Exercise. A Participant may exercise an Option, subject
to provisions relative to its termination and limitations on its exercise, only
by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of cash
and Common Stock, of the amount of the Exercise Price for the number of Shares
with respect to which the Option is then being exercised. Each such notice (and
payment where required) shall be delivered, or mailed by prepaid registered or
certified mail, addressed to the Treasurer of the Company at its executive
offices. Common Stock utilized in full or partial payment of the Exercise Price
for Options shall be valued at its Market Value at the date of exercise, and may
consist of Shares subject to the Option being exercised.
<PAGE>
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant only
while he is an Employee and has maintained Continuous Service from the date of
the grant of the Option, or within one year after termination of such Continuous
Service (but not later than the date on which the Option would otherwise
expire), except if the Employee's Continuous Service terminates by reason of -
(1) "Just Cause" which for purposes hereof shall have the meaning set
forth in any unexpired employment or severance agreement between the
Participant and the Bank and/or the Company (and, in the absence of any
such agreement, shall mean termination because of the Employee's 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), then the
Participant's rights to exercise such Option shall expire on the date of
such termination;
(2) death, then to the extent that the Participant would have been
entitled to exercise the Option immediately prior to his death, such Option
of the deceased Participant may be exercised within two years from the date
of his death (but not later than the date on which the Option would
otherwise expire) by the personal representatives of his estate or person
or persons to whom his rights under such Option shall have passed by will
or by laws of descent and distribution.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
(e) Mandatory Six-Month Holding Period. Notwithstanding any other provision
of this Plan to the contrary, Common Stock that is purchased upon exercise of an
Option may not be sold within the six-month period following the grant date of
that Option, except in the event of the Participant's death or Disability, or
such other event as the Board may specifically deem appropriate.
9. AUTOMATIC GRANTS TO NON-EMPLOYEE DIRECTORS.
(a) Automatic Grants. Notwithstanding any other provisions of this Plan,
each Director who is not an Employee but is a Director or advisory Director on
the Effective Date shall receive, on a date that the Committee selects in its
discretion for initial grants, Non-ISOs to purchase 20,168 Shares. Such Non-ISOs
shall have an Exercise Price per Share equal to the Market Value of a Share on
the date of grant, and be subject to the terms of Paragraph 9(b) hereof.
(b) Terms of Exercise. Options received under the provisions of Paragraph
9(a) shall (i) become exercisable on the date that the Plan receives stockholder
approval, and (ii) may be
<PAGE>
exercised from time to time pursuant to Paragraph 8 by written notice of intent
to exercise the Option with respect to all or a specified number of the Optioned
Shares, and payment to the Company (contemporaneously with the delivery of such
notice), in cash, in Common Stock, or a combination of cash and Common Stock, of
the amount of the Exercise Price for the number of the Optioned Shares with
respect to which the Option is then being exercised. Each such notice and
payment shall be delivered, or mailed by prepaid registered or certified mail,
addressed to the Treasurer of the Company at the Company's executive offices.
Upon a Director's exercise of an Option, the Company may, in the discretion of
the Committee, pay to the Director a cash amount up to but not exceeding the
amount of dividends, if any, declared on the underlying Shares between the date
of grant and the date of exercise of the Option. A Director who exercises
Options pursuant to this Paragraph may satisfy all applicable federal, state and
local income and employment tax withholding obligations, in whole or in part, by
irrevocably electing to have the Company withhold shares of Common Stock, or to
deliver to the Company shares of Common Stock that he already owns, having a
value equal to the amount required to be withheld; provided that to the extent
not inconsistent herewith, such election otherwise complies with those
requirements of Paragraphs 8 and 19 hereof.
Options granted under this Paragraph shall have a term of ten years;
provided that Options granted under this Paragraph shall expire one year after
the date on which a Director terminates Continuous Service on the Board for a
reason other than death, but in no event later than the date on which such
Options would otherwise expire. In the event of such Director's death during the
term of his directorship, Options granted under this Paragraph shall become
immediately exercisable, and may be exercised within two years from the date of
his death by the personal representatives of his estate or person or persons to
whom his rights under such Option shall have passed by will or by laws of
descent and distribution, but in no event later than the date on which such
Options would otherwise expire. In the event of such Director's Disability
during his or her directorship, the Director's Option shall become immediately
exercisable, and such Option may be exercised within two years of the
termination of directorship due to Disability, but not later than the date that
the Option would otherwise expire. Unless otherwise inapplicable or inconsistent
with the provisions of this Paragraph, the Options to be granted to Directors
hereunder shall be subject to all other provisions of this Plan.
10. SARS (STOCK APPRECIATION RIGHTS)
(a) Granting of SARs. In its sole discretion, the Committee may from time
to time grant SARs to Employees either in conjunction with, or independently of,
any Options granted under the Plan. An SAR granted in conjunction with an Option
may be an alternative right wherein the exercise of the Option terminates the
SAR to the extent of the number of shares purchased upon exercise of the Option
and, correspondingly, the exercise of the SAR terminates the Option to the
extent of the number of Shares with respect to which the SAR is exercised.
Alternatively, an SAR granted in conjunction with an Option may be an additional
right wherein both the SAR and the Option may be exercised. An SAR may not be
granted in conjunction with an ISO under circumstances in which the exercise of
the SAR affects the right to exercise the
<PAGE>
ISO or vice versa, unless the SAR, by its terms, meets all of the following
requirements: (1) the SAR will expire no later than the ISO; (2) the SAR may be
for no more than the difference between the Exercise Price of the ISO and the
Market Value of the Shares subject to the ISO at the time the SAR is exercised;
(3) the SAR is transferable only when the ISO is transferable, and under the
same conditions; (4) the SAR may be exercised only when the ISO may be
exercised; and (5) the SAR may be exercised only when the Market Value of the
Shares subject to the ISO exceeds the Exercise Price of the ISO.
(b) Exercise Price. The Exercise Price as to any particular SAR shall not
be less than the Market Value of the Optioned Shares on the date of grant.
(c) Timing of Exercise. The provisions of Paragraph 8(c) regarding the
period of exercisability of Options are incorporated by reference herein, and
shall determine the period of exercisability of SARs.
<PAGE>
(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at such
times and under such conditions as shall be permissible under the terms of the
Plan and of the Agreement granted to a Participant, provided that an SAR may not
be exercised for a fractional Share. Upon exercise of an SAR, the Participant
shall be entitled to receive, without payment to the Company except for
applicable withholding taxes, an amount equal to the excess of (or, in the
discretion of the Committee if provided in the Agreement, a portion of) the
excess of the then aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the aggregate Exercise
Price of such number of Optioned Shares. This amount shall be payable by the
Company, at the discretion of the Committee, in cash or in Shares valued at the
then Market Value thereof, or any combination thereof.
(e) Procedure for Exercising SARs. To the extent not inconsistent herewith,
the provisions of Paragraph 8b) as to the procedure for exercising Options are
incorporated by reference, and shall determine the procedure for exercising
SARs.
11. CHANGE IN CONTROL; EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE
PLAN.
(a) Change in Control. Upon a Change in Control or, if earlier, the
execution of an agreement to effect a Change in Control, all Options and SARs
shall become fully exercisable, notwithstanding any other provision of the Plan
or any Agreement.
(b) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Options and SARs, and the Exercise Price thereof, shall be
proportionately adjusted for any increase, decrease, change or exchange of
Shares for a different number or kind of shares or other securities of the
Company which results from a merger, consolidation, recapitalization,
reorganization, reclassification, stock dividend, split-up, combination of
shares, or similar event in which the number or kind of shares is changed
without the receipt or payment of consideration by the Company.
(c) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Options and SARs, together with the Exercise Prices thereof, shall be equitably
adjusted for any change or exchange of Shares for a different number or kind of
shares or other securities which results from the Transaction.
(d) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b) hereof shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.
<PAGE>
(e) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this Paragraph, a
Participant becomes entitled to new, additional, or different shares of stock or
securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Option before the adjustment was made.
(f) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no adjustment
shall be made with respect to, the number, class, or Exercise Price of Shares
then subject to Options or reserved for issuance under the Plan.
(g) Certain Special Dividends. The Exercise Price of shares subject to
outstanding Options shall be proportionately adjusted upon the payment of a
special large and nonrecurring dividend that has the effect of a return of
capital to the stockholders, except that this subparagraph (g) shall not apply
to any dividend which is paid to the Participant pursuant to Paragraph 8(b) or
9(b) hereof.
12. NON-TRANSFERABILITY OF OPTIONS.
Options may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding the foregoing, or any other provision of this
Plan, a Participant who holds SARs or Options may transfer such SARs or Options
(but not ISOs) to his or her spouse, lineal ascendants, lineal descendants, or
to a duly established trust for the benefit of one or more of these individuals.
SARs and Options so transferred may thereafter be transferred only to the
Participant who originally received the grant or to an individual or trust to
whom the Participant could have initially transferred the SARs or Options
pursuant to this Paragraph 12. SARs and Options which are transferred pursuant
to this Paragraph 12 shall be exercisable by the transferee according to the
same terms and conditions as applied to the Participant.
13. TIME OF GRANTING OPTIONS.
The date of grant of an Option shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Option, and
the Effective Date. Notice of the determination shall be given to each
Participant to whom an Option is so granted within a reasonable time after the
date of such grant.
14. EFFECTIVE DATE.
The Plan shall become effective immediately, but its effectiveness and the
effectiveness of any grants of Options and SARs shall be contingent upon the
Plan's approval by a favorable
<PAGE>
vote of stockholders owning at least a majority of the total votes cast at a
duly called meeting of the Company's stockholders held in accordance with
applicable laws.
15. MODIFICATION OF OPTIONS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Option, provided no such modification shall confer on the holder of
said Option any right or benefit which could not be conferred on him by the
grant of a new Option at such time, or impair the Option without the consent of
the holder of the Option.
16. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Options, suspend or terminate
the Plan. No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Option, alter or impair any rights or
obligations under any Option theretofore granted.
17. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Option unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option, the Company may require the
person exercising the Option to make such representations and warranties as may
be necessary to assure the availability of an exemption from the registration
requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose a
right of first refusal, or to establish repurchase rights, or to pay an Optionee
the in-the-money value of his Option in consideration for its cancellation, or
all of these restrictions.
18. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
<PAGE>
19. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Options shall
be subject to the Participant's satisfaction of all applicable federal, state
and local income and employment tax withholding obligations. The Committee, in
its discretion, may permit the Participant to satisfy the obligation, in whole
or in part, by irrevocably electing to have the Company withhold Shares, or to
deliver to the Company Shares that he already owns, having a value equal to the
amount required to be withheld. The value of the Shares to be withheld, or
delivered to the Company, shall be based on the Market Value of the Shares on
the date the amount of tax to be withheld is to be determined. As an
alternative, the Company may retain, or sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld.
20. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Employee, Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations. Except to the extent
provided in Paragraphs 6(b) and 9(a), no Employee or Director shall have a right
to be granted an Option or, having received an Option, the right to again be
granted an Option. However, an Employee or Director who has been granted an
Option may, if otherwise eligible, be granted an additional Option or Options.
21. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the Commonwealth of Kentucky, except to the extent that federal law shall be
deemed to apply.
EXHIBIT 99.3
<PAGE>
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
-----------------------------------------
Agreement for Incentive Stock Options
-----------------------------------------
THIS STOCK OPTION (the "Option") grants ___________________ (the
"Optionee") the right to purchase a total of _______ shares of Common Stock, par
value $.01 per share, of HopFed Bancorp, Inc. (the "Company"), at the price set
forth herein, in all respects subject to the terms, definitions and provisions
of the HopFed Bancorp, Inc. 1999 Stock Option Plan (the "Plan") which is
incorporated by reference herein. This Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"). The Optionee acknowledges, through signing below, the
receipt of the prospectus associated with the Plan.
Exercise Price. The exercise price per share is $_______, which equals
100%* of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
1. Exercise of Option. This Option shall be exercisable in accordance with
the Plan and the following provisions:
(i) Schedule of Rights to Exercise. The Optionee may immediately
exercise this Option with respect to 50% of the total shares specified
above, and may exercise this Option with respect to the remaining shares
upon remaining in the paid service of the Company or a subsidiary through
January 1, 2000.
(ii) Method of Exercise. This Option shall be exercisable by a written
notice by the Optionee which shall:
(a) state the election to exercise the Option, the number of
shares with respect to which it is being exercised, the person in
whose name the stock certificate or certificates for such shares of
Common Stock is to be registered, his address and Social Security
Number (or if more than one, the names, addresses and Social Security
Numbers of such persons);
- --------
* 100% in the case of an Optionee who owns shares representing more than 10% of
the outstanding common stock of the Company on the date of grant of this Option.
<PAGE>
ISO Agreement
Page 2
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock
as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified mail to
the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common Stock, or
such combination of cash and Common Stock as the Optionee elects. In
addition, the Optionee may elect to pay for all or part of the exercise
price of the shares by having the Company withhold a number of shares
that are both subject to this Option and have a fair market value equal
to the exercise price. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the Option.
(iii) Restrictions on exercise. This Option may not be exercised if
the issuance of the shares upon such exercise would constitute a violation
of any applicable federal or state securities or other law or valid
regulation. As a condition to the Optionee's exercise of this Option, the
Company may require the person exercising this Option to make any
representation and warranty to the Company as may be required by any
applicable law or regulation.
2. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
3. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
<PAGE>
ISO Agreement
Page 3
4. Term of Option. This Option may not be exercisable for more than ten**
years from the date of grant of this Option, as stated below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
______________________ HOPFED BANCORP, INC.
Date of Grant 1999 STOCK OPTION PLAN COMMITTEE
By: _______________________________________
Authorized Member of the Committee
Witness:___________________________________
_____________
** Five years in the case of an Optionee who owns shares representing more than
10% of the outstanding common stock of the Company on the date of grant of this
Option.
<PAGE>
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
------------------------
Form for Exercise of
Incentive Stock Options
------------------------
Treasurer
HopFed Bancorp, Inc.
2700 Fort Campbell Boulevard
Hopkinsville, Kentucky 42240
Re: HopFed Bancorp, Inc. 1999 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to
purchase _______ shares, par value $.01, of Common Stock of HopFed Bancorp, Inc.
(the "Company") under and pursuant to a Stock Option Agreement dated
_____________, 199_.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$______ of cash or check
$______ in the form of ______ shares of Common Stock, valued at $_______
per share
$ TOTAL
======
The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name _________________________________________________________________________
Address ______________________________________________________________________
Social Security Number _______________________________________________________
____________________
Date
Very truly yours,
____________________
EXHIBIT 99.4
<PAGE>
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
--------------------------------------------
Agreement for Non-Incentive Stock Options
--------------------------------------------
THIS STOCK OPTION (the "Option") grants _____________________________ (the
"Optionee") the right to purchase a total of __________ shares of Common Stock,
par value $.01 per share, of HopFed Bancorp, Inc. (the "Company"), at the price
set forth herein, in all respects subject to the terms, definitions and
provisions of the HopFed Bancorp, Inc. 1999 Stock Option Plan (the "Plan") which
is incorporated by reference herein. Such Stock Option does not comply with
Options granted under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). The Optionee acknowledges, through signing below, the
receipt of the prospectus associated with the Plan.
1. Exercise Price. The exercise price per share is $________, which equals
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance with
the Plan and the following provisions:
(i) Schedule of Rights to Exercise. The Optionee may immediately
exercise this Option with respect to 50% of the total shares specified
above, and may exercise this Option with respect to the remaining shares
upon remaining in the paid service of the Company or a subsidiary through
January 1, 2000.
(ii) Method of Exercise. This Option shall be exercisable by a written
notice which shall:
(a) state the election to exercise the Option, the number of
shares with respect to which it is being exercised, the person in
whose name the stock certificate or certificates for such shares of
Common Stock is to be registered, his address and Social Security
Number (or if more than one, the names, addresses and Social Security
Numbers of such persons);
(b) contain such representations and agreements as to the
holders' investment intent with respect to such shares of Common Stock
as may be satisfactory to the Company's counsel;
<PAGE>
Non-ISO Agreement
Page 2
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to
counsel for the Company, of the right of such person or persons to
exercise the Option; and
(d) be in writing and delivered in person or by certified mail to
the Treasurer of the Company.
Payment of the purchase price of any shares with respect to which
the Option is being exercised shall be by cash, Common Stock, or such
combination of cash and Common Stock as the Optionee elects. In
addition, the Optionee may elect to pay for all or part of the
exercise price of the shares by having the Company withhold a number
of shares that are both subject to this Option and have a fair market
value equal to the exercise price. The certificate or certificates for
shares of Common Stock as to which the Option shall be exercised shall
be registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or valid
regulation. As a condition to his exercise of this Option, the Company may
require the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law or
regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the Option
or any installment thereof will not be effective, and no shares will become
transferable to the Optionee, until the Optionee makes appropriate arrangements
with the Company for such tax withholding as may be required of the Company
under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution. The terms
of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee. Notwithstanding any other terms of this
agreement, the Optionee may transfer this Option to the Optionee's spouse,
lineal ascendants, lineal descendents, or to a duly established trust for their
benefit, provided that such transferee shall be permitted to exercise this
Option subject to the same terms and conditions applicable to the Optionee.
5. Term of Option. This Option may not be exercisable for more than ten
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
<PAGE>
Non-ISO Agreement
Page 3
________________________ HOPFED BANCORP, INC.
Date of Grant 1999 STOCK OPTION PLAN COMMITTEE
By:____________________________________
Authorized Member of the Committee
Witness:_______________________________
<PAGE>
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
---------------------------------
Form for Exercise of
Non-Incentive Stock Options
---------------------------------
Treasurer
HopFed Bancorp, Inc.
2700 Fort Campbell Boulevard
Hopkinsville, Kentucky 42240
Re: HopFed Bancorp, Inc. 1999 Stock Option Plan
Dear Sir:
The undersigned elects to exercise the Non-Incentive Stock Option to
purchase _______ shares, par value $.01, of Common Stock of HopFed Bancorp, Inc.
(the "Company") under and pursuant to a Stock Option Agreement dated
_____________, 199_.
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$_____ of cash or check
$_____ in the form of ______ shares of Common Stock, valued at $_______
per share
$ TOTAL
=====
The name or names to be on the stock certificate or certificates and
the address and Social Security Number of such person(s) is as follows:
Name _________________________________________________________________________
Address ______________________________________________________________________
Social Security Number _______________________________________________________
____________________
Date
Very truly yours,
____________________
EXHIBIT 99.5
<PAGE>
HOPFED BANCORP, INC.
1999 STOCK OPTION PLAN
--------------------------------------
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
--------------------------------------
On the date of grant specified below, the Stock Option Committee of HopFed
Bancorp, Inc. (the "Company") hereby grants to ________________ (the "Optionee")
a total of _______ Stock Appreciation Rights (SARs), subject to the terms and
conditions set forth in the (the "Plan") (a copy of which is available to the
Optionee upon request). The terms and conditions of the Plan are incorporated
herein by reference.
(a) The exercise price is $____ for each share, such price being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock or in cash as
provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 12 of the
Plan.
(f) The SAR may be exercised only in accordance with Sections 8, 10, and 12
of the Plan, and only when there is a positive spread, i.e., when the market
price of the Common Stock subject to the SAR exceeds the exercise price of the
SAR.
(g) In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supercede any conflicting or
inconsistent provision of the Agreement.
<PAGE>
HOPFED BANCORP, INC. 1999 STOCK OPTION PLAN COMMITTEE
By:__________________________________________________
Date of Grant: ATTEST:
__________________
EXHIBIT 99.6
<PAGE>
HOPFED BANCORP, INC.
MANAGEMENT RECOGNITION PLAN
-----------------
Notice of Award
-----------------
WHEREAS, the Board of Directors of HopFed Bancorp, Inc. (the "Company") has
previously adopted the HopFed Bancorp, Inc. Management Recognition Plan (the
"Plan"); and
WHEREAS, the Board of Directors of the Company has previously appointed the
undersigned directors to serve as the Management Recognition Plan Committee (the
"Committee") pursuant to the terms of the Plan, and the Committee is required to
make this award pursuant to the Plan.
PLEASE TAKE NOTICE, that the following individual be granted an award
under the Plan ("Plan Share Award"), effective on the Date of Notice listed
below:
Number of Shares Subject
Recipient to Plan Share Award
--------- -------------------
-------------------- -----
AND BE IT FURTHER RESOLVED, that the Plan Share Award specified herein
shall be subject to the restrictions and other provisions of Section 7.01 of the
Plan.
Date of Notice:
- ---------, ----
HOPFED BANCORP, INC. MANAGEMENT
RECOGNITION PLAN COMMITTEE
--------------------------------------------------------
John Noble Hall, Jr., a duly authorized Committee member
--------------------------------------------------------
WD Kelly, a duly authorized Committee member
--------------------------------------------------------
Clifton H. Cochran, a duly authorized Committee member
--------------------------------------------------------
Walton G. Ezell, a duly authorized Committee member
