<PAGE> 1
As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
F.F.O. FINANCIAL GROUP, INC.
(Exact name of registrant as specified in charter)
FLORIDA 59-2899802
(State or other Jurisdiction (I.R.S. Employer
if incorporation or other Identification Number)
organization)
2013 LIVE OAK BLVD.
ST. CLOUD, FL 34771-8462
(Address of principal executive offices, including zip code)
F.F.O FINANCIAL GROUP, INC.
KEY EMPLOYEE STOCK COMPENSATION PROGRAM
(Full Title of the Plan)
JAMES B. DAVIS, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
2013 LIVE OAK BLVD.
ST. CLOUD, FL 34771-8462
(Name and Address of Agent For Service)
(407) 892-1200
(Telephone Number, Including Area Code, of Agent for Service)
________________
Copy to:
JOHN P. GREELEY
SMITH, MACKINNON, GREELEY, BOWDOIN & EDWARDS, P.A.
255 SOUTH ORANGE AVENUE, SUITE 800
ORLANDO, FLORIDA 32801 (407) 843-7300
<PAGE> 2
CIRCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================
Title of
Securities Amount Proposed Maximum Proposed Maximum
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 174,363 $2.00 (3) $349,065 $120.37
- --------------------------------------------------------------------------------------------------------------
Common Stock,
$.10 par value 67,137 (2) $3.125 (4) $209,803 $ 72.35
- --------------------------------------------------------------------------------------------------------------
Total 241,500 $558,868 $192.72
==============================================================================================================
</TABLE>
(1) Together with an indeterminant number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Key Employee Stock Compensation Program as a result of
a stock split, stock dividend or similar adjustment of the outstanding
Common Stock of F.F.O. Financial Group, Inc.
(2) Represents the number of shares currently reserved for issuance
pursuant to the Key Employee Stock Compensation Program.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h). The Maximum
Offering Price Per Share for the 174,363 shares of Common Stock
currently covered is equal to the average exercise price for the
outstanding options.
(4) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(c). The Maximum
Offering Price Per Share for the 67,137 shares for which stock options
or stock appreciation rights have not been granted is equal to the
closing sales price on the National Association of Securities Dealers
Automated Quotation National Market System on August 27, 1996.
<PAGE> 3
F.F.O. FINANCIAL GROUP, INC.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED ON FORM S-8 UNDER THE SECURITIES ACT OF 1933.
Set forth below is certain information required to be delivered to participants
in the F.F.O. Financial Group, Inc. Key Employee Stock Compensation Program
(the "Program") pursuant to Rule 428 of the Securities and Exchange Commission
(the "Commission") promulgated under the Securities Act of 1933, as amended
(the "Securities Act"):
ITEM 1. PLAN INFORMATION
(a) General Plan Information.
(1) The title of the Plan is the "F.F.O. Financial Group,
Inc. Key Employee Stock Compensation Program" and the registrant whose
securities are to be offered pursuant to the Program is F.F.O. Financial Group,
Inc., a Florida corporation having its principal corporate offices at 2013 Live
Oak Blvd., St. Cloud, Florida 34771-8462 (the "Company" or "Registrant").
Capitalized terms used herein and not otherwise defined have the meanings
ascribed to them in the Program, a copy of which is attached as Exhibit "A"
hereto and incorporated by reference herein.
(2) The Program was adopted by the Board of Directors of
the Company in 1988 and was approved by the stockholders of the Company in
April 1989. All eligible employees of the Company and First Federal Savings
and Loan Association of Osceola County (the "Association") and subsidiaries
thereof are entitled to participate in the Program.
Four kinds of rights, evidenced by four plans, are contained
in the Program and are available for grant: incentive stock options (Plan I),
compensatory stock options (Plan II), stock appreciation rights (Plan III), and
performance share awards (Plan IV). An aggregate of 241,500 shares of
authorized but unissued Common Stock of the Company has been reserved for
issuance pursuant to the Program, subject to modification or adjustment to
reflect changes in the Company's capitalization. No person can create a lien
on any securities held under the Program.
Purpose
The purpose of the Program is to advance the interests of the Company
and its stockholders by enabling the Company, the Association and other
subsidiaries of the Company
<PAGE> 4
(which are collectively referred to, unless the context otherwise requires, as
the "Company") to attract and retain superior personnel for positions of
substantial responsibility. The successful conduct of the Company's business
is largely dependent upon the judgment, initiative and efforts of the Company's
officers and key employees, and the Program provides such persons with an
opportunity to receive greater rewards for their efforts and the incentive
advantages inherent in ownership of the Company's stock.
Eligibility
All officers and full-time employees of the Company are eligible to be
granted stock options, stock appreciation rights and performance share awards
under the Program. Directors who are not full-time, salaried employees of the
Company are only eligible to participate in Plan II of the Company. Stock
options, stock appreciation rights and performance share awards may be granted
to those employees who, in the determination of the Program Administrators, are
largely responsible through their judgment, ability and special efforts for the
successful conduct of the operation of the Company.
Stock Options (Plans I and II)
Options granted under Plan I of the Program are intended to qualify as
"incentive stock options" as defined in the Internal Revenue Code of 1986, as
amended ("Code"). Options granted under Plan II of the Program are
nonstatutory stock options ("compensatory options"). As described below, the
tax treatment differs substantially with respect to the two types of options.
See " -- Federal Income Tax Consequences."
An incentive option is defined in the Code as an option granted to an
employee in connection with his or her employment to purchase stock in the
Company (or its parent or subsidiary) and which satisfies certain conditions.
The incentive option must be granted pursuant to a plan specifying the
aggregate number of shares to be issued and the employees, or class of
employees, eligible to receive options. The Program must be approved by the
stockholders of the granting corporation within 12 months of the date of
adoption of the Program. The incentive stock option price must be not less
than the fair market value of the stock at the date of the grant and must be
granted within ten years from the date of adoption of the Program. By its
terms, the incentive stock option must not be exercisable after ten years from
the date it is granted. Finally, the Code requires that the aggregate fair
market value (determined at the time the options are granted) of the Common
Stock with respect to which incentive stock options are first exercisable by
any optionee during any calendar year may not exceed $100,000.
Incentive and compensatory options are exercisable during the period
specified in each option agreement; however, no expiration date may be later
than the 10th anniversary of the date on which the option was granted. Each
incentive option is subject to being exercisable in installments pursuant to a
schedule designated by the Program Administrators and, to the extent not
exercised, will accumulate. In the event of a change in control of the
Company, as defined
2
<PAGE> 5
in the Program, all options previously granted may become immediately
exercisable notwithstanding any existing installment limitation. Under such
circumstances, options may be exercised until the agreement changing control is
consummated. If employment is terminated due to disability, the Program
Administrators may allow the options to be exercised within one year after the
date of such termination of employment. If employment is terminated by reason
of death or if the optionee dies within three months after ceasing to be an
employee, the person or persons to whom the optionee's rights under the option
pass by will or by the laws of descent and distribution also will have one year
to exercise the options to the extent they were exercisable at the optionee's
death. If the employment or services of an optionee terminate for any other
reason, his or her options will expire upon such termination, except that in
the discretion of the Program Administrators, such options may be exercised for
three months following termination to the extent exercisable on the date of
termination of employment. In no event, however, will the exercise period
extend beyond the original expiration date of the option.
The option price per share for incentive stock options granted under
the Program may not be less than the fair market value of the Common Stock on
the date of the grant. The option price per share for compensatory stock
options may be below the fair market value of the Common Stock on the date of
the grant. Neither incentive nor compensatory stock options granted under the
Program are transferable or assignable other than by will or by the laws of
descent and distribution and may be exercised during the lifetime of an
optionee only by the optionee. Payment for shares purchased under the Program
may be made either in cash or, at the sole discretion of the Program
Administrators, by exchanging shares of Common Stock of the Company with a fair
market value equal to the option price or shares of Common Stock of the Company
with a fair market value less than the total option price plus cash for any
difference.
The granting of a stock option does not confer upon the optionee any
right to remain in the employ of the Company. The optionee will have no
dividend or voting rights with respect to the shares until the option price has
been paid in full upon exercise.
Stock Appreciation Rights (Plan III)
Under Plan III of the Program, the Program Administrators may, in
their sole discretion, accept surrender of the right to exercise any incentive
stock option or compensatory stock option by an optionee in return for payment
by the Company to the optionee of cash or, subject to certain conditions,
Common Stock of the Company in an amount equal to the excess of the fair market
value of the shares of Common Stock subject to the option at the time over the
option price of such shares, or a combination of cash and Common Stock. An
optionee may exercise such stock appreciation rights only during the period
beginning on the third business day following the release of certain quarterly
or annual financial information and ending on the 12th business day following
such date.
Upon the exercise of a stock appreciation right, the stock option to
which it relates terminates with respect to the number of shares as to which
the right is so exercised.
3
<PAGE> 6
Conversely, upon the exercise of a stock option, any related stock appreciation
right shall terminate as to any number of shares subject to the right that
exceeds the total number of shares for which the stock option remains
unexercised. With respect to options granted under Plan I, stock appreciation
rights must be granted concurrently with the stock options to which they relate.
With respect to options granted under Plan II, stock appreciation rights may be
granted concurrently or at any time thereafter which is prior to the exercise or
expiration of such options. The holder of a stock appreciation right may not
transfer or assign the right otherwise than by will or in accordance with the
laws of descent and distribution.
Plan III of the Program also contains a provision giving the Program
Administrators discretion to grant "limited stock appreciation rights" in tandem
with stock options in the event there is an "Offer." An "Offer" is defined to
mean a tender offer or exchange offer for shares of the Company's capital stock,
provided that the person making the Offer acquires shares of the Company's
capital stock pursuant to such Offer. The limited stock appreciation right
would be exercisable between the first and 30th day following the expiration
date of the Offer, but could not be exercised on a date less than six months
after the date the limited stock appreciation right was granted. In general,
with respect to determining the value of the limited stock appreciation right,
the fair market value of the shares to which the right relates is determined to
be the highest price per share paid in any Offer that is in effect at any time
during the period beginning on the 60th day prior to the date on which the
limited stock appreciation right is exercised and ending on such exercise date.
In addition, Plan III of the Program contains a provision giving the
Program Administrators discretion to grant naked stock appreciation rights
("naked rights"). Naked rights would be awarded for a period of up to five
years or such shorter period of not less than six months, as determined by the
Program Administrators. At the end of such designated period, a participant
would receive an amount equal to the appreciation in market value of his or her
naked rights. The market value of naked rights held by a participant at the
end of the designated period is determined by multiplying the number of naked
rights held by such participant by the market value of one naked right on such
date.
Performance Shares (Plan IV)
Employees of the Company also may receive performance share awards
pursuant to Plan IV of the Program. The granting of performance shares gives
the recipient thereof the right to receive a specified number of shares of
Common Stock of the Company contingent upon the achievement of specified
performance objectives within a specified award period. In lieu of some or all
of said shares, the Program Administrators may distribute cash in an amount
equal to the fair market value thereof on the business day next preceding the
date of payment. The duration of the award period is determined by the Program
Administrators but cannot be less than one year nor more than five years. If
the participating individual dies or terminates his position with the Company
prior to the close of an award period, any performance share granted to him for
the period is forfeited. A participating employee may not transfer or assign a
performance share.
4
<PAGE> 7
Adjustments to Number and Purchase Price of Shares
In the event of a merger, reorganization, stock dividend, stock split
or any other transaction affecting the number or kind of outstanding shares of
Common Stock of the Company, the number and kind of shares allocated to
unexercised stock options, appreciation rights and performance shares shall be
appropriately and proportionately adjusted, as shall the maximum number and kind
of shares which may be granted under the Program. Corresponding adjustments
will be made in the price per share for shares covered by outstanding options
and appreciation rights so that the aggregate purchase price does not change.
Amendment or Termination of the Program
The Program shall terminate 10 years from the date it was adopted by
the Board of Directors of the Association, and no stock options, stock
appreciation rights or performance shares shall be granted under the Program
after that date. The Program Administrators may amend or revise the terms of
the Program, provided that no amendment or revision shall (i) increase the
maximum aggregate number of shares covered by the Program, except to the extent
described under "Adjustments to Number and Purchase Price of Shares" above; (ii)
permit the exercise price of any option to be less than the fair market value of
the Common Stock on the date of grant; (iii) increase the stated maximum term
for any option, stock appreciation rights or performance shares; or (iv) expand
the class of persons eligible to participate in the Program. In addition, no
amendment, suspension or termination of the Program shall, without the consent
of the employee who has received an option, stock appreciation right or
performance share, alter or impair any of that employee's rights or obligations
under any option, stock appreciation right or performance share granted under
the Program prior to such amendment, suspension or termination.
(3) The Program is not subject to any provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
(4) The Program is administered by a committee composed of
not less than three outside directors of the Company as determined by the Board
of Directors of the Company. The Program Administrators shall serve as such
until they resign or are replaced by the Board of Directors of the Company. The
Program Administrators have absolute discretion to determine the employees to
whom options, stock appreciation rights and performance shares shall be granted
under the Program and to determine the number of shares subject to each option,
stock appreciation right and performance share. Subject to the provisions of the
Program, the Program Administrators also have absolute discretion to determine
the terms on which such options, stock appreciation rights and performance
shares are to be granted, to interpret the Program, and to make all other
determinations necessary or advisable for the administration of the Program.
5
<PAGE> 8
Participants in the Program may obtain additional information
about the Program and its administrators by contacting James B. Davis,
President and Chief Executive Officer, 2013 Live Oak Blvd.St. Cloud, Florida
34771-8462, telephone (407) 892-1200.
(b) Securities to be Offered.
An aggregate of 241,500 shares of authorized but unissued
Common Stock of the Company has been reserved for issuance pursuant to the
Program, subject to modification or adjustment to reflect changes in the
Company's capitalization, as discussed above. See " -- Adjustments to Number
and Purchase Price of Shares."
(c) Persons Who May Participate in the Amended Plan.
All officers and full-time employees of the Company are
eligible to be granted stock options, stock appreciation rights and performance
share awards under the Program. Directors who are not full-time, salaried
employees of the Company are only eligible to participate in Plan II of the
Company. Stock options, stock appreciation rights and performance share awards
may be granted to those employees who, in the determination of the Program
Administrators, are largely responsible through their judgment, ability and
special efforts for the successful conduct of the operation of the Company.
(d) Purchase of Securities Pursuant to the Amended Plan and
Payment for Securities Offered.
The Program is noncontributory, and neither employees of the
Company nor the Association may elect to participate in the Program. Stock
options, stock appreciation rights and performance share warrants may be granted
from time to time in the determination of the Program Administrators.
The option price per share for incentive stock options granted
under the Program may not be less than the fair market value of the Common Stock
on the date of grant. The option price per share for compensatory stock options
may be below the fair market value of the Common Stock on the date of grant.
Payment for shares purchased under the Program may be made either in cash or, at
the sole discretion of the Program Administrators, by exchanging shares of
Common Stock of the Company with a fair market value equal to the option price
or shares of Common Stock of the Company with a fair market value less than the
total option price plus cash for any difference.
6
<PAGE> 9
(e) Resale Restrictions.
The Program provides that shares of Common Stock shall not be
issued with respect to any option granted under the Program unless the exercise
of that option and the issuance and delivery of those shares pursuant to that
exercise complies with all relevant provisions of state and federal law
including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and it shall be further
subject to the approval of counsel for the Company with respect to such
compliance. The Program Administrators also may require an employee to whom an
option has been granted under the Program to furnish evidence satisfactory to
the Company, including a written and signed representation letter and consent to
be bound by any transfer restriction imposed by law, legend, condition or
otherwise, that the shares are being purchased only for investment and without
any present intention to sell or distribute the shares in violation of any state
or federal law, rule or regulation. The Program also provides that each
optionee shall consent to the imposition of a legend on the shares of Common
Stock subject to his or her option restricting their transferability as required
by law or by the Program.
(f) Federal Income Tax Consequences.
Under current provisions of the Code, the federal income tax
treatment of incentive stock options and compensatory stock options is
substantially different. As regards incentive stock options, an optionee who
does not dispose of the shares within two years after the option was granted,
or within one year after the option was exercised, will not recognize income at
the time the option is exercised, and no federal income tax deduction will be
available to the Company at any time as a result of such grant or exercise. If
stock acquired pursuant to an incentive stock option is disposed of before the
holding periods described above expire, then the excess of the fair market
value (but not in excess of the sales proceeds) of such stock on the option
exercise date over the option price will be treated as compensation income to
the optionee in the year in which such disposition occurs and, if it complies
with applicable withholding requirements, the Company will be entitled to a
commensurate income tax deduction. Any difference between the sales proceeds
and the fair market value of the stock on the option exercise date will be
treated as a long-term capital gain or loss if the shares were held more than
one year after the option exercise date. However, the excess of the fair
market value of the stock subject to an incentive stock option on the date such
option is exercised over the exercise price of the option will be treated as an
item of tax preference in the year of exercise for purposes of the alternative
minimum tax. For alternative minimum tax purposes, an individual's alternative
minimum taxable income ("AMTI") is increased at the time an incentive stock
option is exercised by an amount equal to the excess of the fair market value
of the stock received at the time the option is exercised over the exercise
price of the option.
With respect to compensatory stock options, the difference between the
fair market value on the date of exercise and the option exercise price
generally will be treated as compensation income upon exercise, and the Company
will be entitled to a deduction in the amount of income
7
<PAGE> 10
so recognized by the optionee. Upon a subsequent disposition of the shares, the
difference between the amount received by the optionee and the fair market value
on the option exercise date will be treated as long- or short-term capital gain
or loss, depending on whether the shares were held more than one year.
No federal income tax consequences are incurred by the Company or the
holder of a stock appreciation right at the time such right is granted. Upon
the exercise of a stock appreciation right, the holder will realize income for
federal income tax purposes equal to the amount received by him, whether in
cash, shares of stock or both, and the Company will be entitled to a deduction
for federal income tax purposes in the same amount.
No federal income tax consequences are incurred by the Company or the
participating employee at the time a performance share is granted. However, if
the specified performance objectives are met, the individual will realize
ordinary income at the end of the award period equal to the amount of cash or
the fair market value of the stock received by him. The Company will be
entitled to a deduction for federal income tax purposes at the same time and in
the same amount.
The above description of tax consequences is necessarily general in
nature and does not purport to be complete. Moreover, statutory provisions are
subject to change, as are their interpretations, and their application may vary
in individual circumstances. Finally, the consequences under applicable state
and local income tax laws may not be the same as under the federal income tax
laws.
(g) Investment of Funds.
Not applicable.
(h) Withdrawal from the Program; Assignment of Interest.
Not applicable.
(i) Forfeitures and Penalties.
Not applicable.
(j) Charges and Deductions and Liens Therefor.
If the granting or the exercise of an option is subject to
withholding tax, the Company is authorized under the Program to withhold (or
cause the appropriate Subsidiary to withhold) from the recipient's salary or
other cash consideration such sums of money as are necessary to pay the
recipient's withholding tax. The Program provides that if the Company
determines that withholding tax or other withholding liabilities under any state
or federal law is necessary or desirable then the exercise of the option, stock
appreciation right or performance
8
<PAGE> 11
share shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to the Company.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
This Prospectus incorporates certain documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934. These reports may be obtained, without charge, upon written or oral
request, by any person to the Company at 2013 Live Oak Boulevard, St. Cloud,
Florida 34771-8462, telephone (407) 892- 1200, Attn: James B. Davis, President
and Chief Executive Officer.
9
<PAGE> 12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference in this Registration
Statement the following documents:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since December 31, 1995; and
(c) The information under "Description of Capital Stock" contained
in the Registration Statement on Form S-1 (Registration No. 33-79472) filed by
the Company with the Securites and Exchange Commission.
All reports and other documents filed by the Company subsequent to the
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be
considered a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 607.0850, Florida Statutes, grants a corporation the power to
indemnify its directors, officers, employees, and agents for various expenses
incurred resulting from various actions taken by its directors, officers,
employees, or agents on behalf of the corporation. In general, if an individual
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
II-1
<PAGE> 13
proceeding, had no reasonable cause to believe the action was unlawful, then the
corporation has the power to indemnify said individual who was or is a party to
any proceeding (including, in the absence of an adjudication of liability
(unless the court otherwise determines), any proceeding by or in the right of
the corporation) against liability expenses, including counsel fees, incurred in
connection with such proceeding, including any appeal thereof (and, as to
actions by or in the right of the corporation, against expenses and amounts paid
in settlement not exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion, actually and
reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof). To the extent that a director,
officer, employee, or agent has been successful on the merits or otherwise in
defense of any proceeding, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith. The term "proceeding"
includes any threatened, pending, or completed action, suit, or other type of
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.
Any indemnification in connection with the foregoing, unless pursuant
to a determination by a court, shall be made by the corporation upon a
determination that indemnification is proper in the circumstances because the
individual has met the applicable standard of conduct. The determination shall
be made (i) by the board of directors by a majority vote of a quorum consisting
of directors who are not parties to such proceeding; (ii) by majority vote of a
committee duly designated by the board of directors consisting solely of two or
more directors not at the time parties to the proceeding; (iii) by independent
legal counsel selected by the board of directors or such committee; or (iv) by
the shareholders by a majority vote of a quorum consisting of shareholders who
are not parties to such proceeding. Evaluation of the reasonableness of
expenses and authorization of indemnification shall be made in the same manner
as the determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel, then the
directors or the committee shall evaluate the reasonableness of expenses and may
authorize indemnification. Expenses incurred by an officer or director in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay such amount if
he is ultimately found not to be entitled to indemnification by the corporation.
Expenses incurred by other employees and agents may be paid in advance upon such
terms or conditions that the board of directors deems appropriate.
Section 607.0850 also provides that the indemnification and advancement
of expenses provided pursuant to that Section are not exclusive, and a
corporation may make any other or further indemnification or advancement of
expenses of any of its directors, officers, employees, or agents, under any
bylaw, agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office. However, indemnification or advancement of expenses
may not be made if a judgment or other final adjudication established that the
individual's actions, or omissions to act, were material to the cause of action
so adjudicated and constitute (i) a violation of the criminal law (unless the
individual had reasonable cause to believe his conduct was lawful or had
II-2
<PAGE> 14
no reasonable cause to believe his conduct was unlawful); (ii) a transaction
from which the individual derived an improper personal benefit; (iii) in the
case of a director, a circumstance under which the liability provisions of
Section 607.0834 are applicable; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a proceeding by or in the
right of the corporation to procure a judgment in its favor in a proceeding by
or in the right of a shareholder. Indemnification and advancement of expenses
shall continue as, unless otherwise provided when authorized or ratified, to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person,
unless otherwise provided when authorized or ratified.
Section 607.0850 further provides that unless the corporation's
articles of incorporation provide otherwise, then notwithstanding the failure of
a corporation to provide indemnification, and despite any contrary determination
of the board or of the shareholders in the specific case, a director, officer,
employee, or agent of the corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the court
conducting the proceeding, to the circuit court, or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice that it considers necessary, may order indemnification and
advancement of expenses, including expenses incurred in seeking court-ordered
indemnification or advancement of expenses, if it determines that (i) the
individual is entitled to mandatory indemnification under Section 607.0850 (in
which case the court shall also order the corporation to pay the director
reasonable expenses incurred in obtaining court-ordered indemnification or
advancement of expenses); (ii) the individual is entitled to indemnification or
advancement of expenses, or both, by virtue of the exercise by the corporation
of its power under Section 607.0850; or (iii) the individual is fairly and
reasonably entitled to indemnification or advancement of expenses, or both, in
view of all the relevant circumstances, regardless of whether the person met the
standard of conduct set forth in Section 607.0850. Further, a corporation is
granted the power to purchase and maintain indemnification insurance.
Article VI of the Company's Bylaws provides for indemnification of the
Company's officers and directors and advancement of expenses. Among other
things, indemnification is granted to each person who is or was a director,
officer or employee of the Company and each person who is or was serving at the
request of the Company as a director, officer or employee of another corporation
to the full extent authorized by law. Article VI of the Company's Bylaws also
sets forth certain conditions in connection with any advancement of expenses and
provision by the Company of any other indemnification rights and remedies. The
Company also is authorized to purchase insurance on behalf of any person against
liability asserted whether or not the Company would have the power to indemnify
such person under the Bylaws. Pursuant to such authorization, the Company has
purchased directors and officers liability insurance, although there is no
assurance the Company will continue to maintain such coverage and, if so, the
amount of the coverage so maintained.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-3
<PAGE> 15
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
- ------ --------
<S> <C>
4.1 F.F.O. Financial Group, Inc. Key Employee Stock Compensation Program.
5.1 Opinion of Smith, Mackinnon, Greeley, Bowdoin & Edwards, P.A.
21.1 Subsidiaries (previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by reference).
23.1 Consent of Smith, Mackinnon, Greeley, Bowdoin & Edwards, P.A. (contained in Opinion filed as Exhibit
5.1).
23.2 Consent of Hacker, Johnson, Cohen & Grieb, independent certified public accountants.
24.1 Power of Attorney (included on page II-5 hereof).
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company will:
(a) File, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to:
(1) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(2) Reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change in the
information set forth in the Registration Statement; and
(3) Include any additional or changed material
information on the plan of distribution.
(b) For determining liability under the Securities Act of
1933, treat each post-effective amendment as a new Registration Statement of
the securities offered, and the offering of the securities at that time to be
the initial bona fide offering.
(c) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
II-4
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of St. Cloud, State of Florida, on this 23rd day
of August, 1996.
F.F.O. FINANCIAL GROUP, INC.
By: /s/ Alfred T. May
-------------------------------
Alfred T. May
Chairman of the Board
By: /s/ James B. Davis
-------------------------------
James B. Davis
President and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred T. May and James B. Davis, and
each of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might and could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
II-5
<PAGE> 17
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the date indicated.
<TABLE>
<S> <C> <C>
/s/ Alfred T. May Chairman of the Board August 23, 1996
- -----------------------------
Alfred T. May
/s/ James B. Davis President and Chief Executive August 23, 1996
- ----------------------------- Officer and Director
James B. Davis
/s/ Phyllis A. Elam Senior Vice President and Chief August 23, 1996
- ----------------------------- Financial Officer (Principal
Phyllis A. Elam Financial and Accounting Officer)
/s/ Donald Sherwood Brown Director August 23, 1996
- -----------------------------
Donald Sherwood Brown, D.V.M.
/s/ William R. Hough Director August 23, 1996
- -----------------------------
William R. Hough
/s/ Edward Allen Moore Director August 23, 1996
- -----------------------------
Edward Allen Moore
/s/ Mildred W. Pierson Director August 23, 1996
- -----------------------------
Mildred W. Pierson
</TABLE>
II-6
<PAGE> 1
F.F.O FINANCIAL GROUP, INC.
KEY EMPLOYEE STOCK COMPENSATION PROGRAM
1. Purpose. This F.F.O. Financial Group, Inc. Key Employee Stock
Compensation Program ("Program") is intended to secure for F.F.O. Financial
Group, Inc., First Federal Savings and Loan Association of Osceola
("Association"), any subsidiaries of either of F.F.O. Financial Group, Inc. and
the Association (collectively, the "Corporation") and its members and
stockholders, the benefits arising from ownership of the Corporation's common
stock, par value $0.10 per share ("Common Stock"), by those selected directors,
officers and other key employees of the Corporation who will be responsible for
its future growth. The Program is designed to help attract and retain superior
personnel for positions of substantial responsibility with the Corporation and
to provide key employees with an additional incentive to contribute to the
success of the Corporation.
2. Elements of the Program. In order to maintain flexibility in the
award of stock benefits, the Program is comprised of four parts. The first part
is the Incentive Stock Option Plan ("Incentive Plan"). The second part is the
Compensatory Stock Option Plan ("Compensatory Plan"). The third part is the
Stock Appreciation Rights Plan ("S.A.R. Plan"). The fourth part is the
Performance Shares Plan ("Performance Plan"). Copies of the Incentive Plan,
Compensatory Plan, S.A.R. Plan and Performance Plan are attached hereto as Part
I, Part II, Part III and Part IV, respectively, and are collectively referred to
herein as the "Plans." The grant of an option, appreciation right or
performance share under one of the Plans shall not be construed to prohibit the
grant of an option, appreciation right or performance share under any of the
other Plans.
3. Applicability of General Provisions. Unless any Plan specifically
indicates to the contrary, all Plans shall be subject to the General Provisions
of the Stock Compensation Program set forth below.
4. Administration of the Plans. The Plans shall be administered,
construed, governed and amended in accordance with their respective terms.
GENERAL PROVISIONS OF STOCK COMPENSATION PROGRAM
Article 1. Administration. The Program shall be administered by a
committee appointed by the Board of Directors of the Corporation and composed of
not less than three directors of the Corporation, none of whom is a full-time
officer or employee of the Corporation. The committee, when acting to
administer the Program, is referred to as the "Program Administrators." Any
<PAGE> 2
2
action of the Program Administrators shall be taken by majority vote or the
unanimous written consent of the Program Administrators. The Board of Directors
with the Program Administrators not acting shall administer the Program with
respect to the options granted to the Program Administrators in accordance with
the provisions of Plan II. No Program Administrator or member of the Board of
Directors of the Corporation, shall be liable for any action or determination
made in good faith with respect to the Program or to any option, stock
appreciation right, or performance share granted thereunder.
Article 2. Authority of Program Administrators. Subject to the other
provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority in their absolute discretion:
(a) to construe and interpret the Program; (b) to define the terms used herein;
(c) to prescribe, amend and rescind rules and regulations relating to the
Program; (d) to determine the employees to whom options, appreciation rights and
performance shares shall be granted under the Program; (e) to determine the time
or times at which options, appreciation rights and performance shares shall be
granted under the Program; (f) to determine the number of shares subject to any
option or stock appreciation right under the Program and the number of shares to
be awarded as performance shares under the Program as well as the option price,
and the duration of each option, appreciation right and performance share, and
any other terms and conditions of options, appreciation rights and performance
shares; (g) to terminate the Program; and (h) to make any other determinations
necessary or advisable for the administration of the Program and to do
everything necessary or appropriate to administer the Program. All decisions,
determinations and interpretations made by the Program Administrators shall be
binding and conclusive on all participants in the Program and on their legal
representatives, heirs, and beneficiaries.
Article 3. Maximum Number of Shares Subject to the Program. The
maximum aggregate number of shares of Common Stock available pursuant to the
Plans, subject to adjustment as provided in Article 6 hereof, shall be equal to
the number of shares that represent 10% of the Corporation's initial issuance of
Common Stock. If any of the options granted under this Program expire or
terminate for any reason before they have been exercised in full, the
unpurchased shares subject to those expired or terminated options shall again be
available for the purposes of the Program. If the performance objectives
associated with the grant of any performance share(s) are not achieved within
the specified performance period or if the performance share grant terminates
for any reason before the performance objective date arrives, the shares of
Common Stock associated with such performance shares shall again be available
for the purposes of the Program.
<PAGE> 3
3
Article 4. Eligibility and Participation. Except as provided herein,
only regular full-time employees of the Corporation, including officers whether
or not directors of the Corporation, or of any subsidiary, shall be eligible for
selection by the Program Administrators to participate in the Program. Directors
who are not full-time, salaried employees of the Corporation, or of any
subsidiary, shall only be eligible to participate in Plan II of the Program.
Article 5. Effective Date and Term of Program. The Program shall
become effective upon its adoption by the Board of Directors of the Corporation
and subsequent approval of the Program by a majority of the total votes eligible
to be cast at a meeting of stockholders, which vote shall be taken within 12
months of adoption of the Program by the Corporation's Board of directors,
provided, however, that options, appreciation rights and performance shares may
be granted under this Program prior to obtaining stockholder approval of the
Program, but after the Corporation's original issuance of Common Stock, and
further provided that any such options or appreciation rights or performance
shares shall be contingent upon such stockholder approval being obtained and may
not be exercised prior to such approval. The Program shall continue in effect
for a term of ten years unless sooner terminated under Article 2 of the General
Provisions.
Article 6. Adjustments. If the shares of Common Stock of the
Corporation as a whole are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities through merger, consolidation,
combination, exchange of shares, other reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, an
appropriate and proportionate adjustment shall be made in the maximum number and
kind of shares as to which options, appreciation rights and performance shares
may be granted under this Program. A corresponding adjustment changing the
number or kind of shares allocated to unexercised options, appreciation rights,
performance shares or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment in outstanding
options and appreciation rights shall be made without change in the aggregate
purchase price applicable to the unexercised portion of the option or
appreciation right but with a corresponding adjustment in the price for each
share or other unit of any security covered by the option or appreciation right.
In making any adjustment pursuant to this Article 6, any fractional shares shall
be disregarded.
Article 7. Termination and Amendment of Program. The Program shall
terminate no later than ten years from the date such Program is adopted by the
Board of Directors or the date such Program is approved by the stockholders,
whichever is earlier. No options, appreciation rights or performance shares
shall be granted under the Program after that date. Subject to the limitation
contained in Article 8 of the General Provisions,
<PAGE> 4
4
the Program Administrators may at any time amend or revise the terms of the
Program, including the form and substance of the option, appreciation right, and
performance share agreements to be used hereunder; provided that no amendment or
revision shall (a) increase the maximum aggregate number of shares that may be
sold, appreciated or distributed pursuant to options, appreciation rights or
performance shares granted under this Program, except as permitted under Article
6 of the General Provisions; (b) change the minimum purchase price for shares
under Section 4 of Plans I and II; (c) increase the maximum term established
under the Plans for any option, appreciation right or performance share; or (d)
permit the granting of an option, appreciation right or performance share to
anyone other than as provided in Article 4 of the General Provisions.
Article 8. Prior Rights and Obligations. No amendment, suspension or
termination of the Program shall, without the consent of the employee or
director who has received an option, appreciation right or performance share,
alter or impair any of that employee's rights or obligations under any option,
appreciation right or performance share granted under the Program prior to such
amendment, suspension or termination.
Article 9. Privileges of Stock Ownership. Notwithstanding the
exercise of any options granted pursuant to the terms of this Program or the
achievement of any performance objective specified in any performance share
granted pursuant to the terms of this Program, no employee or director shall
have any of the rights or privileges of a stockholder of the Corporation in
respect of any shares of stock issuable upon the exercise of his or her option
or achievement of his or her performance goal until certificates representing
the shares have been issued and delivered. No shares shall be required to be
issued and delivered upon exercise of any option or achievement of any
performance goal as specified in a performance share unless and until all of
the requirements of law and of all regulatory agencies having jurisdiction over
the issuance and delivery of the securities shall have been fully complied
with. No adjustment shall be made for dividends or any other distributions for
which the record date is prior to the date on which such stock certificate is
issued.
Article 10. Reservation of Shares of Common Stock. The Corporation,
during the term of this Program, will at all times reserve and keep available
such number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of the Program. In addition, the Corporation will from time to
time, as is necessary to accomplish the purposes of this Program, seek to obtain
from any regulatory agency having jurisdiction any requisite authority in order
to issue and sell shares of Common Stock hereunder. The inability of the
Corporation to obtain from any regulatory agency having jurisdiction the
authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any shares of its stock hereunder shall relieve the
<PAGE> 5
5
Corporation of any liability in respect of the non-issuance or sale of the stock
as to which the requisite authority shall not have been obtained.
Article 11. Tax Withholding. The exercise of any option, appreciation
right or performance share granted under the Program is subject to the condition
that if at any time the Corporation shall determine, in its discretion, that the
satisfaction of withholding tax or other withholding liabilities under any state
or federal law is necessary or desirable as a condition of, or in any connection
with, such exercise or the delivery or purchase of shares pursuant thereto; then
in such event, the exercise of the option, appreciation right or performance
share shall not be effective unless such withholding tax or other withholding
liabilities shall have been satisfied in a manner acceptable to the Corporation.
Article 12. Employment. Nothing in the Program or in any option, stock
appreciation right, or performance share award, shall confer upon any eligible
director or employee any right to continued employment by the Corporation, or by
any subsidiary corporations, or limit in any way the right of the Corporation or
its subsidiary corporations at any time to terminate or alter the terms of that
employment.
<PAGE> 6
6
PLAN I
F.F.O. FINANCIAL GROUP, INC.
INCENTIVE STOCK OPTION PLAN
Section 1. Purpose. The purpose of this F.F.O. Financial Group, Inc.
Inventive Stock Option Plan ("Incentive Plan") is to promote the growth and
general prosperity of the Corporation by permitting the Corporation to grant
options to purchase shares of its Common Stock. The Incentive Plan is designed
to help attract and retain superior personnel for positions of responsibility
with the Corporation, or of any subsidiary, and to provide key employees with an
additional incentive to contribute to the success of the Corporation. The
Corporation intends that options granted pursuant to the provisions of the
Incentive Plan will qualify and will be identified as "incentive stock options"
within the meaning of Section 422A of the Internal Revenue Code of 1986
("Code"). This Incentive Plan is Part I of the Corporation's Key Employee Stock
Compensation Program ("Program"). Unless any provision herein indicates to the
contrary, this Incentive Plan shall be subject to the General Provisions of the
Program.
Section 2. Option Terms and Conditions. The terms and conditions of
options granted under the Incentive Plan may differ from one another as the
Program Administrators shall, in their discretion, determine, as long as all
options granted under the Incentive Plan satisfy the requirements of the
Incentive Plan.
Section 3. Duration of Options. Each option and all rights
thereunder granted pursuant to the terms of the Incentive Plan shall expire on
the date determined by the Program Administrators, but in no event shall any
option granted under the Incentive Plan expire later than ten years from the
date on which the option is granted, except that any employee who owns more
than 10% of the combined voting power of all classes of stock of the
Corporation, or of its subsidiaries, must exercise any options within five
years from the date of grant. In addition, each option shall be subject to
early termination as provided in the Incentive Plan.
Section 4. Purchase Price. The purchase price for shares acquired
pursuant to the exercise, in whole or in part, of any option shall not be less
than the fair market value of the shares at the time of the grant of the
option; except that for any employee who owns more than 10% of the combined
voting power of all classes of stock of F.F.O. Financial Group, Inc., or of its
subsidiaries, the purchase price shall not be less than 110% of fair market
value. Fair market value shall be determined by the Program Administrators on
the basis of such factors as they deem appropriate, provided, however, that
fair market value shall be determined without regard to any restriction other
than a
<PAGE> 7
7
restriction which, by its terms, will never lapse, and further provided,
however, that if at the time the determination of fair market value is made,
those shares are admitted to trading on a national securities exchange for which
sale prices are regularly reported, the fair market value of those shares shall
not be less than the mean of the high and low asked or closing sales prices
reported for the Common Stock on that exchange on the day or most recent
trading day preceding the date on which the option is granted. For purposes of
this Section 4, the term "national securities exchange" shall include the
National Association of Securities Dealers Automated Quotation System and the
over-the-counter market.
Section 5. Maximum Amount of Options in any Calendar Year. The
aggregate fair market value (determined as of the time the option is granted) of
the Common stock with respect to which incentive stock options, as defined in
Code Section 422A(b), are exercisable for the first time by any employee during
any calendar year (under the terms of this Plan and all such plans of the
corporation and any subsidiaries) shall not exceed $100,000.
Section 6. Exercise of Options. Each option shall be exercisable in
one or more installments during its term, and the right to exercise may be
cumulative as determined by the Program Administrators. No option may be
exercised for a fraction of a share of Common Stock. The purchase price of any
shares purchased shall be paid in full in cash or by certified or cashier's
check payable to the order of the Corporation or by shares of Common Stock, if
permitted by the Program Administrators, or by a combination of cash, check or
shares of Common Stock, at the time of exercise of the option, provided that the
form(s) of payment allowed the employee shall be established when the option is
granted. If any portion of the purchase price is paid in shares of Common
Stock, those shares shall be tendered at their then fair market value as
determined by the Program Administrators in accordance with Section 4 of this
Incentive Plan.
Section 7. Acceleration of Right of Exercise of Installments.
Notwithstanding the first sentence of Section 6 of this Incentive Plan, in the
event the Corporation or its stockholders enter into an agreement to dispose of
all or substantially all of the assets or stock of the Corporation by means of
a sale, merger or other reorganization, liquidation or otherwise, any option
granted pursuant to the terms of the Incentive Plan shall become immediately
exercisable with respect to the full number of shares subject to that option
during the period commencing as of the date of the agreement to dispose of all
or substantially all of the assets or stock of the Corporation and ending when
the disposition of assets or stock contemplated by that agreement is
consummated or the option is otherwise terminated in accordance with its
provisions or the provisions of this Incentive Plan, whichever occurs first;
provided, however, that no option shall be immediately exercisable under this
Section 7 on account of any agreement to dispose of all or substantially all of
the assets or stock of the Corporation by means of a sale, merger or other
<PAGE> 8
8
reorganization, liquidation or otherwise where the stockholders of the
Corporation immediately before the consummation of the transaction will own at
least 50% of the total combined voting power of all classes of stock entitled to
vote of the surviving entity, whether the Corporation or some other entity,
immediately after the consummation of the transaction. In the event the
transaction contemplated by the agreement referred to in this Section 7 is not
consummated, but rather is terminated, cancelled or expires, the options granted
pursuant to the Incentive Plan shall thereafter be treated as if that agreement
had never been entered into.
Notwithstanding the first sentence of Section 6 of this Incentive Plan,
in the event of a change in control of the Corporation or threatened change in
control of the Corporation as determined by a vote of not less than a majority
of the Board of the Directors of the Corporation, all options granted prior to
such change in control or threatened change of control shall become immediately
exercisable. The term "control" for purposes of this Section shall refer to
the acquisition of 10% or more of the voting securities of the Corporation by
any person or by persons acting as a group within the meaning of Section 13(d)
of the Securities Exchange Act of 1934, as amended; provided, however, that for
purposes of this Incentive Plan, no change in control or threatened change in
control shall be deemed to have occurred if prior to the acquisition of, or
offer to acquire, 10% or more of the voting securities of the Corporation, the
full Board of Directors of the Corporation shall have adopted by not less than
two-thirds vote a resolution specifically approving such acquisition or offer.
The term "person" for purposes of this Section 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.
Section 8. Written Notice Required. Any option granted pursuant to
the terms of the Incentive Plan shall be exercised when written notice of that
exercise has been given to the Corporation at its principal office by the person
entitled to exercise the option and full payment for the shares with respect to
which the option is exercised has been received by the Corporation.
Section 9. Compliance With Securities Laws. Shares of Common Stock
shall not be issued with respect to any option granted under the Incentive Plan
unless the exercise of that option and the issuance and delivery of those shares
pursuant to that exercise shall comply with all relevant provisions of state and
federal law including, without limitation, the Securities Act of 1933, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Corporation with respect to
such compliance. The Program Administrators may also require an employee to
whom an option has been granted under the Incentive
<PAGE> 9
9
Plan ("Optionee") to furnish evidence satisfactory to the Corporation, including
a written and signed representation letter and consent to be bound by any
transfer restriction imposed by law, legend, condition or otherwise, that the
shares are being purchased only for investment and without any present intention
to sell or distribute the shares in violation of any state or federal law, rule
or regulation. Further, each Optionee shall consent to the imposition of a
legend on the shares of Common Stock subject to his or her option restricting
their transferability as required by law or by this Section 9.
Section 10. Employment of Optionee. Each Optionee, if requested by the
Program Administrators when the option is granted, must agree in writing as a
condition of receiving his or her option, that he or she will remain in the
employ of the Corporation, or any parent or subsidiary corporation of the
Corporation (or a corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which Section 425(a) of
the Code applies), as the case may be, following the date of the granting of
that option for a period specified by the Program Administrators, which period
shall in no event exceed three years. Nothing in the Plan or in any option
granted hereunder shall confer upon any Optionee any right to continued
employment by the Corporation, or its subsidiary corporations, or limit in any
way the right of the Corporation or any of its subsidiary corporations at any
time to terminate or alter the terms of that employment.
Section 11. Option Rights Upon Termination of Employment. If an
Optionee ceases to be employed by the Corporation, or any subsidiary corporation
(or a corporation or a parent or subsidiary of such corporation issuing or
assuming a stock option in a transaction to which Section 425(a) of the Code
applies), for any reason other than death or disability, his or her option shall
immediately terminate; provided, however, that the Program Administrators may,
at the time an option is granted, in their discretion, allow such option to be
exercised (to the extent exercisable on the date of termination of employment)
at any time within three months after the date of termination of employment,
unless either the option or the Incentive Plan otherwise provides for earlier
termination.
Section 12. Option Rights Upon Disability. If an Optionee becomes
disabled within the meaning of Section 22(e)(3) of the Code while employed by
the Corporation or any subsidiary corporation (or a corporation or a parent or
subsidiary of each corporation issuing or assuming a stock option in a
transaction to which Section 425(a) of the Code applies), the option may be
exercised, to the extent exercisable on the date of termination of employment,
at any time within one year after the date of termination of employment due to
disability, unless either the option or the Incentive Plan otherwise provides
for earlier termination.
<PAGE> 10
10
Section 13. Option Rights Upon Death of Optionee. Except as otherwise
limited by the Program Administrators at the time of the grant of an option, if
an Optionee dies while employed by the Corporation or any subsidiary corporation
(or a corporation or a subsidiary of such corporation issuing or assuming a
stock option in a transaction to which Section 425(a) of the Code applies), or
within three months after ceasing to be an employee thereof, his or her option
shall expire one year after the date of death unless by its term it expires
sooner. During this one year or shorter period, the option may be exercised, to
the extent that it remains unexercised on the date of death, by the person or
persons to whom the Optionee's rights under the option shall pass by will or by
the laws of descent and distribution, but only to the extent that the Optionee
is entitled to exercise the option at the date of death.
Section 14. Options Not Transferable. Options grated pursuant to the
terms of the Incentive plan may not be sold, pledged, assigned or transferred in
any manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of an Optionee only by that Optionee.
Section 15. Adjustments to Number and Purchase Price of Optioned
Shares. All options granted pursuant to the terms of this Incentive Plan shall
be adjusted in the manner prescribed by Article 6 of the General Provisions of
this Program.
<PAGE> 11
11
PLAN II
F.F.O. FINANCIAL GROUP, INC.
COMPENSATORY STOCK OPTION PLAN
Section 1. Purpose. The purpose of this F.F.O. Financial Group, Inc.
Compensatory Stock Option Plan ("Compensatory Plan") is to permit the
Corporation to grant options to purchase shares of its Common Stock to selected
officers and full-time, key employees of the Corporation, or any subsidiary and,
to the limited extent provided herein, to certain directors of the Corporation.
The Compensatory Plan is designed to help attract and retain superior personnel
for positions of substantial responsibility with the Corporation and its
subsidiaries and to provide directors and key employees with an additional
incentive to contribute the the success of the Corporation. An option granted
pursuant to this Compensatory Plan shall be clearly and specifically designated
as not being an incentive stock option, as defined in Section 422A(b) of the
Internal Revenue Code of 1986 ("Code"). This Compensatory Plan is Part II of
the Corporation's Key Employee Stock Compensation Program ("Program"). Unless
any provision herein indicates to the contrary, this Compensatory Plan shall be
subject to the General Provisions of the Program.
Section 2. Option Terms and Conditions. The terms and conditions of
options granted under this Compensatory Plan may differ from one another as the
Program Administrators shall, in their discretion, determine as long as all
options granted under the Compensatory Plan satisfy the requirements of the
Compensatory Plan.
The maximum number of shares of Common Stock for which options may be
granted under the Compensatory Plan to all directors who are not full-time,
salaried employees of the Corporation shall not exceed 35% of the shares of
Common Stock covered by the Program.
Section 3. Duration of Options. Each option and all rights thereunder
granted pursuant to the terms of this Compensatory Plan shall expire on the date
determined by the Program Administrators, but in no event shall any option
granted under the Compensatory Plan expire later than ten years and one month
from the date on which the option is granted. In addition, each option shall be
subject to early termination as provided in the Compensatory Plan.
Section 4. Purchase Price. The purchase price for shares acquired
pursuant to the exercise, in whole or in part, of any option shall be equal to
or less than the fair market value of the shares at the time of the grant of the
option, as determined by the Program Administrators at the time of grant on the
<PAGE> 12
12
basis of such factors as they deem appropriate; provided, however, that fair
market value shall be determined without regard to any restriction other than a
restriction which, by its terms, shall never lapse. If at the time of
determination, the shares of the Corporation are admitted to trading on a
national securities exchange for which sales prices are regularly reported, the
fair market value of those shares shall not be less than the mean of the high
and low asked or closing sales prices reported for the Common Stock on that
exchange on the day or most recent trading day preceding the date on which the
option is granted. For purposes of this Section 4, the term "national
securities exchange" shall include the National Association of Securities
Dealers Automated Quotation System and the over-the-counter market.
Section 5. Exercise of Options. Each option shall be exercisable in
one or more installments during its term and the right to exercise may be
cumulative as determined by the Program Administrators. No options may be
exercised for a fraction of a share of Common Stock. The purchase price of any
shares purchased shall be paid in full in cash or by certified or cashier's
check payable to the order of the Corporation or by shares of Common Stock, if
permitted by the Program Administrators, or by a combination of cash, check or
shares of Common Stock, at the time of exercise of the option. If any portion
of the purchase price is paid in shares of Common Stock, those shares shall be
tendered at their then fair market value as determined by the Program
Administrators in accordance with Section 4 of this Compensatory Plan.
Section 6. Acceleration of Right of Exercise of Installments.
Notwithstanding the first sentence of Section 5 of this Compensatory Plan, if
the Corporation or its stockholders enter into an agreement to dispose of all or
substantially all of the assets or stock of the Corporation by means of a sale,
merger or other reorganization, liquidation, or otherwise, any option granted
pursuant to the terms of this Compensatory Plan shall become immediately
exercisable with respect to the full number of shares subject to that option
during the period commencing as of the date of the agreement to dispose of all
or substantially all of the assets or stock of the Corporation and ending when
the disposition of assets or stock contemplated by that agreement is
consummated, or the option is otherwise terminated in accordance with its
provisions or the provisions of this Compensatory Plan, whichever occurs first;
provided, however, that no option shall be immediately exercisable under this
Section 6 on account of any agreement to dispose of all or substantially all of
the assets or stock of the Corporation by means of a sale, merger or other
reorganization, liquidation or otherwise where the stockholders of the
Corporation immediately before the consummation of the transaction will own at
least 50% of the total combined voting power of all classes of stock entitled to
vote of the surviving entity, whether the Corporation or some other entity,
immediately after the consummation of the transaction. In the event the
transaction contemplated by the agreement referred to in this
<PAGE> 13
13
Section 6 is not consummated but rather is terminated, cancelled or expires, the
options granted pursuant to this Compensatory Plan shall thereafter be treated
as if that agreement had never been entered into.
Notwithstanding the first sentence of Section 5 of this Compensatory
Plan, in the event of a change in control of the Corporation, or threatened
change in control of the Corporation as determined by a vote of not less than a
majority of the Board of Directors of the Corporation, all options granted prior
to such change in control or threatened change in control shall become
immediately exercisable. The term "control" for purposes of this Section shall
refer to the acquisition of 10% or more of the voting securities of the
Corporation by any person or by persons acting as a group within the meaning of
Section 13(d) of the Securities Exchange Act of 1934, as amended; provided,
however, that for purposes of this Compensatory Plan, no change in control or
threatened change in control shall be deemed to have occurred if prior to the
acquisition of, or offer to acquire, 10% or more of the voting securities of the
Corporation, the full Board of Directors of the Corporation shall have adopted
by not less than two-thirds vote a resolution specifically approving such
acquisition or offer. The term "person" for purposes of this Section 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.
Section 7. Written Notice Required. Any option granted pursuant to
the terms of this Compensatory Plan shall be exercised when written notice of
that exercise has been given to the Corporation at its principal office by the
person entitled to exercise the option and full payment for the shares with
respect to which the option is exercised has been received by the Corporation.
Section 8. Compliance With Securities Laws. Shares shall not be
issued with respect to any option granted under the Compensatory Plan unless the
exercise of that option and the issuance and delivery of the shares pursuant
thereto shall comply with all relevant provisions of state and federal law,
including, without limitation, the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Corporation with respect to such compliance.
The Program Administrators may also require an employee to whom an option has
been granted ("Optionee") to furnish evidence satisfactory to the Corporation,
including a written and signed representation letter and consent to be bound by
any transfer restrictions imposed by law, legend, condition or otherwise, that
the shares are being purchased only for investment purposes and without any
present intention to sell or distribute the shares in violation of any state or
federal law, rule or regulation. Further, each Optionee shall consent to the
imposition of a legend on the shares of
<PAGE> 14
14
Common Stock subject to his or her option restricting their transferability as
required by law or by this Section 8.
Section 9. Employment of Optionee. Each Optionee, if requested by the
Program Administrators, must agree in writing as a condition of the granting of
his or her option, to remain in the employment of the Corporation or any
subsidiary (or a corporation or a parent or subsidiary of such corporation
issuing or assuming a stock option in a transaction to which section 425(a) of
the Code applies), following the date of the granting of that option for a
period specified by the Program Administrators, which period shall in no event
exceed three years. Nothing in this Compensatory Plan or in any option granted
hereunder shall confer upon any Optionee any right to continued employment by
the Corporation or any of its subsidiaries, or limit in any way the right of the
Corporation or any subsidiary at any time to terminate or alter the terms of
that employment.
Section 10. Option Rights Upon Termination of Employment or Retirement
from Directorship. If any Optionee under this Compensatory Plan ceases to be
employed by the Corporation, or any subsidiary (or a corporation or a parent or
subsidiary of such corporation issuing or assuming a stock option in a
transaction to which section 425(a) of the Code applies), for any reason other
than disability or death, his or her option shall immediately terminate,
provided, however, that the Program Administrators may, in their discretion,
allow the option to be exercised, to the extent exercisable on the date of
termination of employment or retirement from directorship, at any time within
one year after the date of termination of employment or directorship,
respectively, unless either the option or this Compensatory Plan otherwise
provides for earlier termination.
Section 11. Option Rights Upon Disability. If an Optionee becomes
disabled within the meaning of Section 22(e)(3) of the Code while employed by
the Corporation, or any subsidiary corporation (or a corporation or a parent or
subsidiary of such corporation issuing or assuming a stock option in a
transaction to which section 425(a) of the Code applies), the Program
Administrators, in their discretion, may allow the option to be exercised, to
the extent exercisable on the date of termination of employment or directorship,
at any time within one year after the date of termination of employment or
directorship due to disability, unless either the option or the Incentive Plan
otherwise provides for earlier termination.
Section 12. Option Rights Upon Death of Optionee. Except as otherwise
limited by the Program Administrators at the time of the grant of an option, if
an Optionee dies while employed by the Corporation, or any subsidiary, (or a
corporation or a parent or subsidiary of such corporation issuing or assuming a
stock option in a transaction to which Section 425(a) of the Code applies), his
or her option shall expire one year after the date of death unless by its terms
it expires sooner. During this one year or
<PAGE> 15
15
shorter period, the option may be exercised, to the extent that it remains
unexercised on the date of death, by the person or persons to whom the
Optionee's rights under the option shall pass by will or by the laws of descent
and distribution, but only to the extent that the Optionee is entitled to
exercise the option at the date of death.
Section 13. Options Not Transferable. Options granted pursuant to the
terms of this Compensatory Plan may not be sold, pledged, assigned or
transferred in any manner otherwise than by will or the laws of descent or
distribution and may be exercised during the lifetime of an Optionee only by
that Optionee.
Section 14. Adjustments to Number and Purchase Price of Optioned
Shares. All options granted pursuant to the terms of this Compensatory Plan
shall be adjusted in a manner prescribed by Article 6 of the General Provisions
of the Program.
<PAGE> 16
16
PLAN III
F.F.O. FINANCIAL GROUP, INC.
STOCK APPRECIATION RIGHTS PLAN
Section 1. Purpose. The purpose of this F.F.O. Financial Group, Inc.
Stock Appreciation Rights Plan ("S.A.R. Plan") is to permit the Corporation to
grant stock appreciation rights for its Common Stock to its full-time, key
employees. The S.A.R. Plan is designed to help attract and retain superior
personnel for positions of substantial responsibility with the Corporation and
any subsidiary and to provide key employees with an additional incentive to
contribute to the success of the Corporation. This S.A.R. Plan is Part III of
the Corporation's Key Employee Stock Compensation Program ("Program").
Section 2. Terms and Conditions. The Program Administrators may, but
shall not be obligated to, authorize, on such terms and conditions as they deem
appropriate in each case, the Corporation to accept the surrender by the
recipient of a stock option granted under Plan I or Plan II of the right to
exercise that option, or portion thereof, in consideration for the payment by
the Corporation of an amount equal to the excess of the fair market value of the
shares of Common Stock subject to such option, or portion thereof, surrendered,
over the option price of such shares. Such payment, at the discretion of the
Program Administrators, may be made in shares of Common Stock valued at the then
fair market value thereof, determined as provided in Section 4 of Plan I, or in
cash or partly in cash and partly in shares of Common Stock; provided that with
respect to rights granted in tandem with incentive stock options, the Program
Administrators shall establish the form(s) of payment allowed the Optionee at
the date of grant. The Program Administrators shall not be authorized to make
payment to any Optionee in shares of the Corporation's Common Stock unless
Section 83 of the Internal Revenue Code of 1986 ("Code") would apply to the
Common Stock transferred to the Optionee. The Program Administrators may, but
shall not be obligated to, also authorize naked stock appreciation rights in
accordance with Section 9 hereof. Notwithstanding the foregoing, the
Corporation may not permit the exercise and cancellation of a stock appreciation
right issued pursuant to this S.A.R. Plan until the Corporation has been subject
to the reporting requirements of Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), for a period of at least one year prior
to the exercise and cancellation of any such stock appreciation right.
Section 3. Time Limitations. Any election by an Optionee to exercise
the stock appreciation rights provided in this S.A.R. Plan shall be made during
the period beginning on the third business day following the release for
publication of
<PAGE> 17
17
quarterly or annual financial information required to be prepared and
disseminated by the Corporation pursuant to the requirements of the Exchange Act
and ending on the twelfth business day following such date. The required
release of information shall be deemed to have been satisfied when the specified
financial data appears on or in a wire service, financial news service or
newspaper of general circulation or is otherwise first made publicly available.
Section 4. Exercise of Stock Appreciation Rights; Effect on Stock
Options and Vice Versa. Upon the exercise of a stock appreciation right, the
number of shares available under the stock option to which it, relates, if any,
shall decrease by a number equal to the number of shares for which the right was
exercised. Upon the exercise of a stock option, any related stock appreciation
right shall terminate as to any number of shares subject to the right that
exceeds the total number of shares for which the stock option remains
unexercised.
Section 5. Time of Grant. With respect to options granted under Plan
I, stock appreciation rights must be granted concurrently with the stock options
to which they relate; with respect to options granted under Plan II, stock
appreciation rights may be granted concurrently or at any time thereafter prior
to the exercise or expiration of such options.
Section 6. Non-Transferable. The holder of a stock appreciation right
may not transfer or assign the right otherwise than by will or in accordance
with the laws of descent and distribution. Furthermore, in the event of the
termination of his or her service with the Corporation as a director, officer
and/or employee, the right may be exercised only within the period, if any,
which the option to which it relates may be exercised.
Section 7. Tandem Incentive Stock Option - Stock Appreciation Right.
Whenever an incentive stock option authorized pursuant to Plan I and a stock
appreciation right authorized hereunder are granted together and the exercise of
one affects the right to exercise the other, the following requirements shall
apply:
1) The stock appreciation right will expire no later than the
expiration of the underlying incentive stock option;
2) The stock appreciation right may be for no more than the
difference between the exercise price of the underlying option and the market
price of the stock subject to the underlying option at the time the stock
appreciation right is exercised;
3) The stock appreciation right is transferable only when the
underlying incentive stock option is transferable and under the same conditions;
<PAGE> 18
18
4) The stock appreciation right may be exercised only when the
underlying incentive stock option is eligible to be exercised; and
5) The stock appreciation right may be exercised only when the market
price of the stock subject to the option exceeds the exercise price of the stock
subject to the option.
Section 8. Tandem Stock Option - Limited Stock Appreciation Right.
The Program Administrators may provide that any tandem stock appreciation right
granted pursuant to this Section 8 shall be a limited stock appreciation right,
in which event:
(1) The limited stock appreciation right shall be exercisable during
the period beginning on the first day following the expiration of an Offer (as
defined below) and ending on the thirtieth day following such date (but in no
event less than six months after the date of grant of the right);
(2) Neither the option tandem to the limited stock appreciation right
nor any other stock appreciation right tandem to such option may be exercised at
any time that the limited stock appreciation right may be exercised, provided
that this requirement shall not apply in the case of an incentive stock option
tandem to a limited stock appreciation right if and to the extent that the
Program Administrators determine that such requirement is not consistent with
applicable statutory provisions regarding incentive stock options and the
regulations issued thereunder;
(3) Upon exercise of the limited stock appreciation right, the fair
market value of the shares to which the right relates for purposes of Section 4
of Plan I shall be determined as the highest price per share paid in any Offer
that is in effect at any time during the period beginning on the sixtieth day
prior to the date on which the limited stock appreciation right is exercised
and ending on such exercise date; provided, however, with respect to a limited
stock appreciation right tandem to an incentive stock option, the Program
Administrators shall determine fair market value of such shares in a different
manner if and to the extent that the Program Administrators deem necessary or
desirable to conform with applicable statutory provisions regarding incentive
stock options and the regulations issued thereunder.
The term "Offer" shall mean any tender offer or exchange offer for shares
of the Corporation, provided that the person making the offer acquires shares of
the Corporation's capital stock pursuant to such offer.
Section 9. Naked Stock Appreciation Right. The Program Administrators
may provide that any stock appreciation right
<PAGE> 19
19
granted pursuant to this Section 9 shall be a naked stock appreciation right
("Naked Right"), in which event:
(1) Operation. Participants shall be awarded Naked Rights for a
period of up to five years or such shorter period which shall not be less than
six months, as may be determined by the Program Administrators. Such designated
period may vary as among participants and as among awards to a participant.
Subject to compliance with Section 3 hereof, at the end of such designated
period with respect to a participant, such participant shall receive an amount
equal to the appreciation in market value of his or her Naked Rights as
determined in paragraph 2 of this Section 9 (the "Right Award"). The Right
Award shall be payable in cash or in shares of Common Stock, as may be
determined by the Program Administrators. A participant may receive as many
awards of Naked Rights at various times as may be determined to be appropriate
by the Program Administrators.
(2) Appreciation of Naked Rights. For purposes of determining the
amount of a Right Award, the Program Administrators shall determine the market
value of Naked Rights held by such participant at the end of the designated
period for which such Naked Rights have been held ("Valuation Period") and
subtract therefrom the market value of the same Naked Rights on the date awarded
to such participant. The market value of one Naked Right on a valuation date
for purposes of the plan shall be determined by the Program Administrators on
the basis of such factors as they deem appropriate, provided, however, that fair
market value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse, and provided further that if
at the time the determination of fair market value is made, the Common Stock is
admitted to trading on a national securities exchange for which sale prices are
regularly reported, the fair market value of those shares shall not be less than
the mean of the high and low asked or closing sales prices reported for the
Common Stock on that exchange on the day, or most recent preceding trading day,
on which the market value of one Naked Right is to be determined. For purposes
of this Section 9(2), the term "national securities exchange" shall include the
National Association of Securities Dealers Automated Quotation System and the
over-the-counter market. The market value of Naked Rights held by a participant
on a valuation date shall be determined by multiplying the number of Naked
Rights held by such participant by the market value of one Naked Right on such
valuation date. The measurement of appreciation shall be made separately with
respect to each separate award of Naked Rights.
(3) Nature of Naked Rights. The Naked Rights shall be used solely as
a device for the measurement and determination of the amount to be paid to
participants as provided in the plan. The Naked Rights shall not constitute or
be treated as property or as a trust fund of any kind. All amounts at any time
attributable to the Naked Rights shall be and remain the sole property of the
Corporation and the participants' rights hereunder are limited to the right to
receive cash and shares of Common Stock as herein provided.
<PAGE> 20
20
(4) Acceleration of Right of Exercise. Notwithstanding the first
sentence of paragraph 1 of this Section 9, in the event the Corporation or its
stockholders enter into an agreement to dispose of all or substantially all of
the assets or stock of the Corporation by means of a sale, merger or other
reorganization, liquidation or otherwise, any Naked Right granted pursuant to
paragraph 1 of this Section 9 shall become immediately exercisable during the
period commencing as of the date of the agreement to dispose of all or
substantially all of the assets or stock of the Corporation and ending when the
disposition of assets or stock contemplated by that agreement is consummated or
the Naked Right is otherwise terminated in accordance with its provisions or the
provisions of this plan, whichever occurs first; provided, however, that no
Naked Right shall be immediately exercisable under this paragraph 4 on account
of any agreement to dispose of all or substantially all of the assets or stock
of the Corporation by means of a sale, merger or other reorganization,
liquidation or otherwise where the stockholders of the Corporation immediately
before the consummation of the transaction will own at least 50% of the total
combined voting power of all classes of stock entitled to vote of the surviving
entity, whether the Corporation or some other entity, immediately after the
consummation of the transaction. In the event the transaction contemplated by
the agreement referred to in this paragraph 4 is not consummated, but rather is
terminated, cancelled or expires, the Naked Rights granted pursuant to paragraph
1 of this Section 9 shall thereafter be treated as if that agreement had never
been entered into.
Notwithstanding the first sentence of paragraph 1 of this Section 9, in
the event of a change in control of the Corporation or threatened change in
control of the Corporation as determined by a vote of not less than a majority
of the Board of Directors of the Corporation, all Naked Rights granted prior to
such change in control or threatened change of control shall become immediately
exercisable. The term "control" for purposes of this Section shall refer to the
acquisition of 10% or more of the voting securities of the Corporation by any
person or by persons acting as a group within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended; provided, however, no change in
control or threatened change in control shall be deemed to have occurred if
prior to the acquisition of, or offer to acquire, 10% or more of the voting
securities of the Corporation, the full Board of Directors of the Corporation
shall have adopted by not less than a two-thirds vote a resolution specifically
approving such acquisition or offer. The term "person" for purposes of this
paragraph 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.
(5) Written Notice Required. Any Naked Rights granted pursuant to
paragraph 1 of this Section 9 shall be exercised when
<PAGE> 21
21
written notice of that exercise has been given to the Corporation at its
principal office by the person entitled to exercise the Naked Right.
(6) Compliance With Securities Laws. Shares of Common Stock shall not
be issued with respect to any Naked Right granted under paragraph 1 of this
Section 9 unless the exercise of that Naked Right and the issuance and delivery
of those shares pursuant to that exercise shall comply with all relevant
provisions of state and federal law including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Corporation with respect to such compliance. The Program Administrators may
also require an employee to whom a right has been granted under paragraph 1 of
this Section 9 ("Right Holder") to furnish evidence satisfactory to the
Corporation, including a written and signed representation letter and consent to
be bound by any transfer restriction imposed by law, legend, condition or
otherwise, that the shares are being acquired without any present intention to
sell or distribute the shares in violation of any state or federal law, rule or
regulation. Further, each Right Holder shall consent to the imposition of a
legend on any shares of Common Stock so acquired restricting their
transferability as required by law or by this paragraph 6.
(7) Employment of Optionee. Each Right Holder, if requested by the
Program Administrators when a Naked Right is granted, must agree in writing as a
condition of receiving his or her Naked Right, that he or shall will remain in
the employ of the Corporation, or any subsidiary corporation of the Corporation
(or a corporation or a parent or subsidiary of such corporation issuing or
assuming a Naked Right), as the case may be, following the date of the granting
of that Naked Right for a period specified by the Program Administrators, which
period shall in no event exceed three years. Nothing in this Section 9 or in
any Naked Right granted hereunder shall confer upon any Right Holder any right
to continued employment by the Corporation, or its subsidiary corporations, or
limit in any way the right of the Corporation or any of its subsidiary
corporations at any time to terminate or alter the terms of that employment.
(8) Termination of Employment. If a Right Holder ceases to be
employed by the Corporation, or any subsidiary corporation (or a corporation or
a parent or subsidiary of such corporation issuing or assuming a Naked Right),
for any reason other than death or disability, his or her Naked Right shall
immediately terminate; provided, however, that the Program Administrators may,
at the time a Naked Right is granted, in their discretion, allow such Naked
Right to be exercised to the extent exercisable
<PAGE> 22
22
on the date of termination of employment at any time within three months after
the date of termination of employment, unless either the Naked Right or this
Section 9 otherwise provides for earlier termination.
(9) Rights Upon Disability. If a Right Holder becomes disabled within
the meaning of Section 22(e)(3) of the Code while employed by the Corporation of
any subsidiary corporation (or a corporation or a parent or subsidiary of such
corporation issuing or assuming a Naked Right), his or her Naked Rights may be
exercised, to the extent exercisable on the date of termination of employment,
at any time within one year after the date of termination of employment due to
disability, unless either the Naked Right or this Section 9 otherwise provides
for earlier termination.
(10) Rights Upon Death of Optionee. Except as otherwise limited by the
Program Administrators at the time of the grant of a Naked Right, if a Right
Holder dies while employed by the Corporation or any subsidiary corporation (or
a corporation or a parent or subsidiary of such corporation issuing or assuming
a Naked Right), or within three months after ceasing to be an employee thereof,
his or her Naked Right shall expire one year after the date of death unless by
its term it expires sooner. During this one year or shorter period, the Naked
Right may be exercised, to the extent that it remains unexercised on the date of
death, by the person or persons to whom the Right Holder's Naked Rights shall
pass by will or by the laws of descent and distribution, but only to the extent
that the Right Holder is entitled to exercise the Naked Right at the date of
death.
(11) Rights Not Transferable. Naked Rights granted pursuant to the
terms of this Section 9 may not be sold, pledged, assigned or transferred in any
manner otherwise than by will or the laws of descent or distribution and may be
exercised during the lifetime of a Right Holder only by that Right Holder.
(12) Adjustments to Number of Rights. All Naked Rights granted
pursuant to the terms of this Section 9 shall be adjusted in the manner
prescribed by Article 6 of the General Provisions of this Program.
Section 10. Sequential Exercise Restriction Effects. For the purposes
of Section 9 of Plan I, a tandem incentive stock option - stock appreciation
right will be considered exercised in full when either the underlying incentive
stock option or the stock appreciation right is fully exercised.
Section 11. Request for Reports. A copy of the Corporation's annual
report to stockholders shall be delivered to each Optionee. Upon written
request, the Corporation shall furnish to each Optionee a copy of its most
recent Form 10-K
<PAGE> 23
23
Annual Report and each Form 10-Q Quarterly Report and Form 8-K Current Report
filed with the Securities and Exchange Commission since the end of the
Corporation's prior fiscal year.
<PAGE> 24
24
PLAN IV
F.F.O. FINANCIAL GROUP, INC.
PERFORMANCE SHARE PLAN
Section 1. Purpose. The purpose of this F.F.O. Financial Group, Inc.
Performance Share Plan ("Performance Plan") is to promote the growth and general
prosperity of the Corporation by permitting the Corporation to grant performance
shares to help attract and retain superior personnel for positions of
substantial responsibility with the Corporation and any subsidiary and to
provide key employees with an additional incentive to contribute to the success
of the Corporation. This Performance Plan is Part IV of the Corporation's Key
Employee Stock Compensation Program ("Program").
Section 2. Terms and Conditions. The Program Administrators may
grant performance shares to any employee eligible under Article 4 of the General
Provisions. Each performance share grant confers upon the recipient thereof the
right to receive a specified number of shares of Common Stock of the Corporation
contingent upon the achievement of specified performance objectives within a
specified period. The Program Administrators shall specify the performance
objective and the period of duration of the performance share grant at the time
that such performance share is granted. Any performance shares granted under
this Plan shall constitute an unfunded promise to make future payments to the
affected employee upon the completion of specified conditions. The grant of an
opportunity to receive performance shares shall not entitle the affected
employee to any rights to specific fund(s) or assets of the Corporation, or any
parent or subsidiary.
Section 3. Cash in Lieu of Stock. In lieu of some or all of the
shares earned by achievement of the specified performance objectives within the
specified period, the Program Administrators may distribute cash in an amount
equal to the fair market value of the Common Stock at the time that the employee
achieves the performance objective within the specified period. Such fair
market value shall be determined by Section 4 of Plans I and II, on the business
day next preceding the date of payment.
Section 4. Performance Objective Period. The duration of the period
within which to achieve the performance objectives is to be determined by the
Program Administrators. The period may not be less than one year nor more than
five years from the date the performance share is granted.
Section 5. Non-Transferable. A participating employee may not
transfer or assign a performance share.
<PAGE> 25
25
Section 6. Performance Share Rights Upon Death or Termination of
Employment. If a participating employee dies or terminates service with the
Corporation, or any subsidiary (or a corporation or a parent or subsidiary of
such corporation issuing or assuming a performance share in a transaction to
which section 425(a) of the Internal Revenue Code of 1986 ("Code") applies),
prior to the expiration of the performance objective period, any performance
shares granted to him during that period are terminated.
Section 7. Tax Consequences. No federal income tax consequences are
incurred by the Corporation or the participating employee at the time a
performance share is granted. However, if the specified performance objectives
are met, the employee will realize ordinary income at the end of the award
period equal to the amount of cash or the fair market value of the stock
received by him or her. The Corporation will ordinarily be entitled to a
deduction for federal income tax purposes at the same time and in the same
amount. The Program Administrators shall be authorized to make payment in
shares of Common Stock only if Section 83 of the Code would apply to the
transfer of Common Stock to the employee.
<PAGE> 1
August 23, 1996
Board of Directors
F.F.O. Financial Group, Inc.
2013 Live Oak Boulevard
St. Cloud, FL 34771-8462
Gentlemen:
We have served as special counsel with respect to the preparation of
the Registration Statement on Form S-8 being filed with the Securities and
Exchange Commission ("Registration Statement") by F.F.O. Financial Group, Inc.
("Corporation"). The Registration Statement relates to the registration of up
to 241,500 shares of common stock, par value $.10 per share ("Common Stock"), to
be issued pursuant to the Corporation's Key Employee Stock Compensation Program
("Program"). The Registration Statement also registers an indeterminate number
of additional shares which may be necessary under the Program to adjust the
number of shares reserved for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation. We have been requested to furnish an opinion to be included as an
exhibit to the Registration Statement.
We are of the opinion that the shares of Common Stock to be issued
pursuant to the Program, when issued and sold pursuant to the Program under the
circumstances contemplated by the Registration Statement, and upon receipt of
the consideration required thereby, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Corporation.
<PAGE> 2
Board of Directors
F.F.O. Financial Group, Inc.
August 23, 1996
Page 2
____________________________
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus contained in the Registration Statement and
to the filing of this opinion as an exhibit thereof.
Very truly yours,
SMITH, MACKINNON, GREELEY, BOWDOIN &
EDWARDS, P.A.
By: /s/ John P. Greeley
--------------------------------
John P. Greeley
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
F.F.O. FINANCIAL GROUP, INC.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 2, 1996
(except for Note 12, as to which the date is February 29, 1996) appearing in
and incorporated by reference in your 1995 Annual Report on Form 10-K and to
the reference to us under the heading "Experts" in the Prospectus which is part
of this Registration Statement.
HACKER, JOHNSON, COHEN & GRIEB
Orlando, Florida
July 26, 1996
