<PAGE>
As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTFEDERAL FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
Ohio
34-1622711
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
135 East Liberty Street,
Wooster, Ohio 44691
Address of principal executive offices) (Zip Code)
FIRSTFEDERAL FINANCIAL SERVICES CORP
1997 OMNIBUS INCENTIVE PLAN
(Full title of the plan)
Jeffrey M. Werthan, P.C.
Craig M. Scheer, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including
professional corporations)
7th Floor - East Tower
1100 New York Avenue NW
Washington, DC 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 547,514 shares (2) $22,328,122(2) $6,766(2)
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of certain
events specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 547,514 shares to be registered,
159,937 shares are to be registered based upon a maximum exercise price of
$40.25 per share, and the remaining 387,577 shares are to be registered
based upon the average of the high and low sales price of the common stock
of FirstFederal Financial Services Corp of $41.00 per share on the Nasdaq
National Market on October 1, 1997.
</TABLE>
PAGE
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the FirstFederal Financial Services
Corp 1997 Omnibus Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by FirstFederal
Financial Services Corp (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement and the Prospectus
to which this Registration Statement relates (the "Prospectus"), which
Prospectus has been or will be delivered to the participants in the plan
covered by this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (File No. 0-17894);
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report referred to in
(a) above;
(c) the description of the Company's common stock, par value $1.00 per
share, contained in the Company's Current Report on Form 8-K filed with the
Commission pursuant to SEC Release No. 34-90721 (together with the following
portions of the Company's Registration Statement on Form S-4 filed with the
Commission on February 23, 1989 (File No. 33-27243), and of all Post-Effective
Amendments to such Registration Statement: "Market Prices and Dividends" and
"The Holding Company Merger and Reorganization -- Comparison of Stockholder
Rights").
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the Prospectus and to be a part hereof and thereof
from the date of the filing of such documents. Any statement contained in the
documents incorporated, or deemed to be incorporated, by reference herein or in
the Prospectus shall be deemed to be modified or superseded for purposes
of this Registration Statement and the Prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the
Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to L. Dwight Douce, Executive Vice President and Secretary, 135 East
Liberty Street, Wooster, Ohio 44691, telephone number (330) 264-8001.
<PAGE>
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Ohio's Revised Code Section 1791.13(E) empowers the Company to indemnify,
subject to the standards therein prescribed, any person in connection with any
action, suit or proceeding brought or threatened by reason of the fact that
such person is or was a director, officer, employee or agent
of the Company or is or was serving as such or in a similar capacity with
respect to another corporation or other entity at the request of the Company.
Article Fifth of the Company's Articles of Incorporation requires the
Company, to the full extent permitted by law, to indemnify a director or former
director of the Company and grants the Board of Directors of the Company to the
full extent permitted by law, the discretion to indemnify any officer or
employee or former officer or employee, against reasonable expenses incurred in
connection with the defense of any pending or threatened action, suit or
proceeding, whether civil or criminal, to which he or she is or may be made a
party by reason of being or having been a director, officer or employee of the
Company. As authorized by Article Fifth, the Company has purchased a director
and officer liability insurance policy.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
<TABLE>
<CAPTION>
Regulation
S-K
Exhibit
Number Document
<S> <C>
4.1 Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to
the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996
(File No. 0-17894))
4.2 Code of Regulations of the Company
(incorporated by reference to Exhibit 4.2
to the Company's Registration Statement
No. 33-50664)
4.3 Specimen common stock certificate (incorporated
by reference to Exhibit 4.1 to the Company's
Registration Statement No. 33-27243)
4.4 Specimen stock certificate of 7% Cumulative
Convertible Preferred Stock, Series A
(incorporated by reference to Exhibit 4.4 to
the Company's Registration Statement No.
33-50664)
4.5 Specimen stock certificate of 6 1/2% Cumulative
Convertible Preferred Stock, Series B (incorporated
by reference to Exhibit 4.4 to the Company's
Registration Statement No. 33-79196)
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Silver, Freedman & Taff, L.L.P.
(included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Deloitte & Touche LLP
<PAGE>
24 Power of Attorney (contained on signature page)
99 FirstFederal Financial Services Corp
1997 Omnibus Incentive Plan
</TABLE> <PAGE>
<PAGE>
Item 9 Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10
(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a
fundamental change in the information set forth in the registration
statement; notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) of or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
<PAGE>
<PAGE>
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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Wooster, State of Ohio, on October 6, 1997.
FIRSTFEDERAL FINANCIAL SERVICES CORP
By:/s/ Gary G. Clark
---------------------------------------
Gary G. Clark, Chairman, President
and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary G. Clark and James J. Little, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all said attorneys-in-fact and agents or their substitutes or
substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
/s/ Gary G. Clark /s/ L. Dwight Douce
- ------------------------------- --------------------------------
Gary G. Clark, Chairman, President L. Dwight Douce, Executive Vice
and Chief Executive Officer and President, Secretary and Director
Director (Principal Executive
Officer)
Date: October 6, 1997 Date: October 6, 1997
<PAGE>
/s/ James J. Little /s/ Gust B. Geralis
- -------------------------------- ---------------------------------
James J. Little, Executive Gust B. Geralis, Director
Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
Date: October 6, 1997 Date: October 6, 1997
/s/ R. Victor Dix /s/ Ronald A. James, Jr.
- --------------------------------- ---------------------------------
R. Victor Dix, Director Ronald A. James, Jr., Director
Date: October 6, 1997 Date: October 6, 1997
/s/ Richard E. Herald /s/ Steven N. Stein
- ---------------------------------- ---------------------------------
Richard E. Herald, Director Steven N. Stein, Director
Date: October 6, 1997 Date: October 6, 1997
/s/ Daniel H. Plumly
- ----------------------------------
Daniel H. Plumly, Director
Date: October 6, 1997
<PAGE>
October 6, 1997
Board of Directors
FirstFederal Financial Services Corp
135 East Liberty Street
Wooster, Ohio 44691
Members of the Board:
We have acted as counsel to FirstFederal Financial Services Corp (the
"Company") in connection with the preparation and filing with the Securities
and Exchange Commission of a registration statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to 547,514
shares of the Company's common stock, par value $1.00 per share (the "Common
Stock"), to be offered pursuant to the 1997 Omnibus Incentive Plan of the
Company (the "Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan, the Registration
Statement, the Company's Articles of Incorporation, Code of Regulations,
resolutions of its Board of Directors and such other documents and corporate
records as we deem appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Company will be, when
and if issued, sold and paid for as contemplated by the Plan, legally issued,
fully paid and non-assessable shares of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ SILVER, FREEDMAN & TAFF, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
The Board of Directors
FirstFederal Financial Services Corp and Subsidiaries:
We consent to the use of our report incorporated herein by reference.
Our report refers to the adoption of the provisions of the Financial Accounting
Standard Board's Statements of Financial Accounting Standards Nos. 121,
Accounting for the Impairment of Long-Lived Assets and For Long-Lived Assets
to be Disposed Of, and No. 122, Accounting for Mortgage Servicing Rights, in
1996.
KPMG Peat Marwick LLP
Cleveland, Ohio
October 3, 1997
<PAGE>
INDEPENDENT AUDITORS' CONSENT
FirstFederal Financial Services Corp
We consent to the incorporation by reference in this Registration Statement
relating to 547,514 shares of Common Stock of FirstFederal Financial Services
Corp on Form S-8 of our report dated January 26, 1996, appearing in the
Annual Report on Form 10-K of FirstFederal Financial Services Corp for the year
ended December 31, 1996.
DELOITTE & TOUCHE LLP
Columbus, Ohio
October 2, 1997
<PAGE>
FIRSTFEDERAL FINANCIAL SERVICES CORP
1997 Omnibus Incentive Plan
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining directors, advisory directors, officers and employees
of the Company and its Affiliates.
2. Definitions. The following definitions are applicable to the
Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Company as such terms are defined in Section 425(e) and
(f), respectively, of the Code.
"Award" -- means the grant by the Committee under this Plan of an
Incentive Stock Option, a Non-Qualified Stock Option, a Stock Appreciation
Right, Restricted Stock or a Performance Award, or any combination thereof, as
provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an
Award made under the Plan.
"Cause" -- means Termination of Service by reason of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties or
gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Company" -- means FirstFederal Financial Services Corp, an Ohio
corporation, and any successor thereto.
"Continuous Service" -- means the absence of any interruption or
termination of service as a director, advisory director, officer or employee of
the Company or an Affiliate, except that when used with respect to a person
granted an Incentive Stock Option means the absence of any interruption or
termination of service as an employee of the Company or an Affiliate. Service
shall not be considered interrupted in the case of sick leave, military leave
or any other leave of absence approved by the Company or in the case of
transfers between payroll locations of the Company or between the Company, its
parent, its subsidiaries or its successor.
"Early Retirement" -- means retirement from employment with or as a
director or advisory director of the Company prior to the Participant either
(i) having reached the age of 55 or (ii) having maintained Continuous Service
for at least three years.
"ERISA" -- means the Employee Retirement Income Security Act of 1974,
as amended.
"Incentive Stock Option" -- means an option to purchase Shares granted
by the Committee which is intended to qualify as an Incentive Stock Option
under Section 422 of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed a Non-Qualified Stock Option.
"Market Value" -- means the closing high bid with respect to a Share on
the date in question on the Nasdaq Stock Market, or any similar system then in
use, or, if the Shares are not then traded on the Nasdaq Stock Market or any
similar system, the closing sales price on such date (or, if there is no
reported sale on such date, on the last preceding date on which any reported
sale occurred) of a Share on the Composite Tape for New York Stock
<PAGE>
Exchange-Listed Stocks, or, if on such date the Shares are not quoted on the
Composite Tape, on the New York Stock Exchange, or if the Shares are not listed
or admitted to trading on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 (the
"Exchange Act") on which the Shares are listed or admitted to trading, or, if
the Shares are not listed or admitted to trading on any such exchange, the fair
market value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee which does not qualify, for any reason, as an
Incentive Stock Option under Section 422 of the Code.
"Normal Retirement" -- means retirement from employment with or as a
director or advisory director of the Company after the Participant has (i)
reached the age of 65 and (ii) maintained Continuous Service for at least three
years.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" -- means any director, advisory director, officer or
employee of the Company or any Affiliate who is selected by the Committee to
receive an Award.
"Plan" -- means this 1997 Omnibus Incentive Plan of the Company.
"Performance Award" -- means an Award granted pursuant to Section 5(d)
herein.
"Related" -- means (i) in the case of a Stock Appreciation Right, a
Stock Appreciation Right which is granted in connection with, and to the extent
exercisable, in whole or in part, in lieu of, an Option or another Stock
Appreciation Right and (ii) in the case of an Option, an Option with respect to
which and to the extent a Stock Appreciation Right is exercisable, in whole or
in part, in lieu thereof.
"Restricted Stock" -- means Shares awarded to a Participant by the
Committee pursuant to Section 5(c) hereof.
"Shares" -- means the shares of common stock of the Company.
"Stock Appreciation Right" -- means a stock appreciation right with
respect to Shares granted by the Committee pursuant to the Plan.
"Ten Percent Holder" -- means any individual who owns stock possessing
more than ten percent of the total combined voting power of all classes of
stock of the Company and any Affiliate.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Company,
each of whom (i) shall be an outside director as defined under Section 162(m)
of the Code and the regulations thereunder and (ii) shall be a Non-Employee
Director as defined under Rule 16(b) of the Securities Exchange Act of 1934 or
any similar or successor provision. The members of the Committee shall be
appointed by the Board of Directors of the Company. Except as limited by the
express provisions of the Plan or by resolutions adopted by the Board of
Directors of the Company, the Committee shall have sole and complete authority
and discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe
the form and terms of instruments evidencing such grants; and (v) establish
from time to time regulations for the administration of the Plan, interpret the
Plan, and make all determinations deemed necessary or advisable for the
administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
A-2
<PAGE>
4. Shares Subject to Plan.
(a) Subject to adjustment by the operation of Section 7, the
maximum number of Shares with respect to which Awards may be made under the
Plan is 438,011 Shares. The Shares with respect to which Awards may be made
under the Plan may be either authorized and unissued shares or previously
issued shares reacquired and held as treasury shares. Shares which are subject
to Related Stock Appreciation Rights and Related Options shall be counted only
once in determining whether the maximum number of Shares with respect to which
Awards may be granted under the Plan has been exceeded. An Award shall not be
considered to have been made under the Plan with respect to any Option or Stock
Appreciation Right which terminates or with respect to Restricted Stock which
is forfeited, and new Awards may be granted under the Plan with respect to the
number of Shares as to which such termination or forfeiture has occurred.
(b) During any calendar year, no Participant may be granted
Awards under the Plan with respect to more than 50,000 Shares, subject to
adjustment as provided in Section 7.
5. Awards.
(a) Options. The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine, including the granting of Options in
tandem with other Awards under the Plan:
(i) Exercise Price. The exercise price per Share
for an Option shall be determined by the Committee; provided that, in the case
of an Incentive Stock Option, the exercise price thereof shall not be less than
100% of the Market Value of a Share on the date of grant of such Option;
provided further that, in the case of an Incentive Stock Option granted to a
Ten Percent Holder, the exercise price thereof shall not be less than 110% of
the Market Value of a Share on the date of grant of such Option.
(ii) Option Term. The term of each Option shall be
fixed by the Committee, but shall be no greater than 15 years; provided that,
in the case of an Incentive Stock Option, the term of such Option shall not
exceed ten years; provided further that, in the case of an Incentive
Stock Option granted to a Ten Percent Holder, the term of such option shall not
exceed five years.
(iii) Time and Method of Exercise. Except as
provided in paragraph (a) of Section 6, no Option granted hereunder may be
exercised unless at the time the Participant exercises such Option, such
Participant has maintained Continuous Service since the date of grant of such
Option. To exercise an Option under the Plan, the Participant to whom such
Option was granted shall give written notice to the Company in form
satisfactory to the Committee (and, if partial exercises have been permitted by
the Committee, by specifying the number of Shares with respect to which such
Participant elects to exercise such Option) together with full payment of the
exercise price, if any and to the extent notice is received by the Company.
Payment, if any is required, shall be made either (i) in cash (including check,
bank draft or money order) or (ii) by delivering (A) Shares already owned by
the Participant and having a fair market value equal to the applicable exercise
price, such fair market value to be determined in such appropriate manner as
may be provided by the Committee or as may be required in order to comply with
or to conform to requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.
(iv) Option Agreements. At the time of an Award of
an Option, the Participant shall enter into an Award Agreement with the Company
in a form specified by the Committee, agreeing to the terms and conditions of
the Award and such other matters as the Committee shall in its sole discretion
determine.
A-3
<PAGE>
(v) Limitations on Value of Exercisable Incentive
Stock Options. The aggregate Market Value of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by a Participant in
any calendar year shall not exceed $100,000.
(vi) Eligible Recipients of Incentive Stock Options.
Incentive Stock Options may be granted by the Committee only to officers or
employees of the Company or its Affiliates.
(b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants with the
following terms and conditions and with such additional terms and conditions
not inconsistent with the provisions of the Plan as the Committee shall
determine:
(i) General. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination thereof, as the
Committee in its discretion shall determine, the aggregate value of which
(i.e., the sum of the amount of cash and/or Market Value of such Shares on date
of exercise) shall equal (as nearly as possible, it being understood that the
Company shall not issue any fractional shares) the amount by which the Market
Value per Share on the date of such exercise shall exceed the exercise price of
such Stock Appreciation Right, multiplied by the number of Shares with respect
to which such Stock Appreciation Right shall have been exercised.
(ii) Related Options. A Stock Appreciation Right may
be Related to an Option or may be granted independently of any Option as the
Committee shall from time to time in each case determine. In the case of a
Related Option, such Related Option shall cease to be exercisable to the extent
of the Shares with respect to which the Related Stock Appreciation Right was
exercised. Upon the exercise or termination of a Related Option, any Related
Stock Appreciation Right shall terminate to the extent of the Shares with
respect to which the Related Option was exercised or terminated. If the
Related Option is an Incentive Stock Option, the Related Option shall satisfy
all restrictions and the limitations imposed on Incentive Stock Options under
paragraph (a) of this Section 5 (including, without limitation, restrictions on
exercise price and term).
(iii) Exercise Price and Term. The exercise price
and term of each Stock Appreciation Right shall be fixed by the Committee;
provided that, that the term of a Stock Appreciation Right shall not exceed 15
years.
(iv) Stock Appreciation Right Agreements. At the
time of an Award of a Stock Appreciation Right, the Participant shall enter
into an Award Agreement with the Company in a form specified by the Committee,
agreeing to the terms and conditions of the Award and such other matters as the
Committee shall in its sole discretion determine.
(v) Time and Method of Exercise. Except as provided
in paragraph (a) of Section 6, no Stock Appreciation Right may be exercised
unless at the time the Participant exercises such Stock Appreciation Right,
such Participant has maintained Continuous Service since the date of grant of
such Stock Appreciation Right. To exercise a Stock Appreciation Right under
the Plan, the Participant to whom such Stock Appreciation Right was granted
shall give written notice to the Company in form satisfactory to the Committee
(and, if partial exercises have been permitted by the Committee, by specifying
the number of Shares with respect to which such Participant elects to exercise
such Stock Appreciation Right) together with full payment of the exercise
price, if any and to the extent required. The date of exercise shall be the
date on which such notice is received by the Company. Payment, if any is
required, shall be made either (i) in cash (including check, bank draft or
money order) or (ii) by delivering (A) Shares already owned by the Participant
and having a fair market value equal to the applicable exercise price, such
fair market value to be determined in such appropriate manner as may be
provided by the Committee or as may be required in order to comply with or to
conform to requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.
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(c) Restricted Stock. The Committee is hereby authorized to
grant Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock shall
be subject to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a Share of Restricted Stock or
the right to receive any dividend or other right or property with respect
thereto), which restrictions may lapse separately or in combination at such
time or times, in such installments or otherwise as the Committee may deem
appropriate. During the period of time in which the Shares awarded as
Restricted Stock are subject to the restrictions contemplated herein (a
"Restricted Period"), unless otherwise permitted by the Plan or by the
Committee as provided in the applicable Award Agreement, such Shares may not be
sold, assigned, transferred, pledged or otherwise encumbered by the
Participant. Except for the restrictions which may be imposed on Restricted
Stock, a Participant to whom Shares of Restricted Stock have been awarded shall
have all the rights of a stockholder, including but not limited to the right to
receive all dividends paid on such Shares and the right to vote such Shares.
(ii) Restricted Stock Agreements. At the time of an
Award of Shares of Restricted Stock, the Participant shall enter into an Award
Agreement with the Company in a form specified by the Committee, agreeing to
the terms and conditions of the Award and such other matters as the Committee
shall in its sole discretion determine.
(iii) Stock Certificates. Any Restricted Stock
granted under the Plan shall be evidenced by issuance of a stock certificate or
certificates, which certificate or certificates shall be held by the Company.
Such certificate or certificates shall be registered in the name of the
Participant and shall bear the following (or similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the 1997 Omnibus Incentive Plan of FirstFederal
Financial Services Corp and an Agreement entered into between the registered
owner and FirstFederal Financial Services Corp. Copies of such Plan and
Agreement are on file in the offices of the Secretary of FirstFederal Financial
Services Corp, 135 East Liberty Street, Wooster, Ohio 44691."
(iv) Removal of Restrictions. Shares representing
Restricted Stock that are no longer subject to restrictions shall be delivered
to the holder thereof promptly after the applicable restrictions lapse or are
waived.
(d) Performance Awards. The Committee is hereby authorized
to grant Performance Awards to Participants subject to the terms of the Plan
and the applicable Award Agreement. At the time of grant of a Performance
Award, the Participant shall enter into an Award Agreement with the Company in
a form specified by the Committee, agreeing to the terms and conditions of the
Performance Award and such other matters as the Committee shall in its sole
discretion determine. A Performance Award granted under the Plan (i) may be
denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or
in part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan,
the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted and the
amount of any payment or transfer to be made pursuant to any Performance Award
shall be determined by the Committee as provided in the applicable Award
Agreement. The term of a Performance Award shall not exceed 15 years.
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6. Termination of Service.
(a) Options and Stock Appreciation Rights.
(i) If a Participant to whom an Option or Stock
Appreciation Right was granted shall cease to maintain Continuous Service for
any reason (including total and partial disability and Early Retirement, but
excluding Normal Retirement, death and termination of employment by the Company
or any Affiliate for Cause), such Participant may, but only within the period
of three months, in the case of an Incentive Stock Option, or one year, in the
case of a Non-Qualified Stock Option or Stock Appreciation Right, immediately
succeeding such cessation of Continuous Service and in no event after the
expiration date of such Option or Stock Appreciation Right, exercise such
Option or Stock Appreciation Right to the extent that such Participant was
entitled to exercise such Option or Stock Appreciation Right at the date of
such cessation of Continuous Service. If the Continuous Service of a
Participant to whom an Option or Stock Appreciation Right was granted by the
Company is terminated for Cause, all rights under any Option or Stock
Appreciation Right of such Participant shall expire immediately upon the giving
to the Participant of notice of such termination.
(ii) If a Participant to whom an Option or Stock
Appreciation Right was granted shall cease to maintain Continuous Service due
to Normal Retirement, such Participant may, but only within the period of three
months, in the case of an Incentive Stock Option, or two years, in the case of
a Non-Qualified Stock Option or Stock Appreciation Right, immediately
succeeding such cessation of Continuous Service and in no event after the
expiration date of such Option or Stock Appreciation Right, exercise such
Option or Stock Appreciation Right to the extent that such Participant was
entitled to exercise such Option or Stock Appreciation Right at the date of
such cessation of Continuous Service.
(iii) In the event of the death of a Participant while
in the Continuous Service of the Company or an Affiliate or within the periods
referred to in paragraphs (a)(i) and (a)(ii) of this Section 6, the person to
whom any Option or Stock Appreciation Right held by the Participant at the time
of his or her death is transferred by will or the laws of descent and
distribution or in the case of an Award other than an Incentive Stock Option,
pursuant to a qualified domestic relations order, as defined in the Code or
Title I of ERISA or the rules thereunder, or as otherwise permitted to be
transferred under Section 10 of the Plan may, but only within the period of two
years immediately succeeding the date of death of such Participant, and in no
event after the expiration date of such Option or Stock Appreciation Right,
exercise such Option or Stock Appreciation Right to the extent that such
Participant was entitled to exercise such Option or Stock Appreciation Right
immediately prior to his death. Following the death of any Participant to whom
an Option was granted under the Plan, irrespective of whether any Related Stock
Appreciation Right shall have theretofore been granted to the Participant or
whether the person entitled to exercise such Related Stock Appreciation Right
desires to do so, the Committee may, as an alternative means of settlement of
such Option, elect to pay to the person to whom such Option is transferred as
permitted by Section 10 of this Plan, the amount by which the Market Value per
Share on the date of exercise of such Option shall exceed the exercise price of
such Option, multiplied by the number of Shares with respect to which such
Option is properly exercised. Any such settlement of an Option shall be
considered an exercise of such Option for all purposes of the Plan.
(iv) Notwithstanding the provisions of subparagraphs (i)
through (iii) above, the Committee may, in its sole discretion, establish
different terms and conditions pertaining to the effect of termination to the
extent permitted by applicable federal and state law.
(b) Restricted Stock. Except as otherwise provided in this Plan,
if a Participant ceases to maintain Continuous Services for any reason (other
than death, total or partial disability or Normal or Early Retirement) unless
the Committee, in its sole discretion, shall otherwise determine, all shares of
Restricted Stock
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theretofore awarded to such Participant and which at the time of such
termination of Continuous Service are subject to the restrictions imposed by
paragraph (c)(i) of Section 5 shall upon such termination of Continuous Service
be forfeited and returned to the Company. Unless the Committee, in its sole
discretion, shall otherwise determine, if a Participant ceases to maintain
Continuous Service by reason of death, total or partial disability or Normal or
Early Retirement, all shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (c)(i) of Section 5 shall upon
such termination of Continuous Service be free of restrictions and shall not be
forfeited.
(c) Performance Awards. In the event that a Participant to whom
a Performance Award has been granted shall cease to maintain Continuous Service
for any reason, the rights of such Participant or any person to whom the Award
may have been transferred as permitted by Section 10 shall be governed by the
terms of the Plan and the applicable Award Agreement.
7. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares and exercise price of the Award, if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise price
of the Award, if any, with respect to which Awards have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any Award which is adjusted as a result of this Section 7
shall be subject to the same restrictions as the original Award.
8. Effect of Merger on Options and Stock Appreciation Rights. In the
case of any merger, consolidation or combination of the Company (other than a
merger, consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Stock Appreciation
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Stock
Appreciation Right), thereafter and during the term of each such Option or
Stock Appreciation Right, to receive upon exercise of any such Option or Stock
Appreciation Right an amount equal to the excess of the fair market value on
the date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Stock Appreciation Right
or Option, multiplied by the number of Shares with respect to which such Option
or Stock Appreciation Right shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of such kind or kinds of property, all in the discretion
of the Participant.
9. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 9 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Company with respect to which 25% or more of the total
number of votes for the election of the Board of Directors of the Company may
be cast, (ii) as a result of, or in connection with, any cash tender offer,
merger or other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the Company
shall cease to constitute a majority of the Board of Directors of the Company,
or (iii) the stockholders of the Company shall approve an agreement providing
either for a transaction in which the Company will cease to be an independent
publicly-owned corporation or for a sale or other disposition of all or
substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise provided in the applicable Award Agreement,
any restrictions or vesting period with respect to any outstanding Awards shall
lapse and all such Awards shall become fully vested in the Participant to whom
such Awards were awarded; provided, however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.
10. Assignments and Transfers. No Award granted under the Plan shall
be transferable otherwise than by will or the laws of descent and distribution,
except that an Award other than an Incentive Stock Option may be transferred
pursuant to a qualified domestic relations order or by gift to any member of
the Participant's immediate family or to a trust for the benefit of one or more
of such immediate family members. During the lifetime of an
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Award recipient, an Award shall be exercisable only by the Award recipient
unless it has been transferred as permitted hereby, in which case it shall be
exercisable only by such transferee. For the purpose of this Section 10 a
Participant's "immediate family" shall mean the Participant's spouse, children
and grandchildren.
11. Employee Rights Under the Plan. No person shall have a right to
be selected as a Participant nor, having been so selected, to be selected again
as a Participant and no officer, employee or other person shall have any claim
or right to be granted an Award under the Plan or under any other incentive or
similar plan of the Company or any Affiliate. Neither the Plan nor any action
taken thereunder shall be construed as giving any employee any right to be
retained in the employ of or serve as a director or advisory director of the
Company or any Affiliate.
12. Delivery and Registration of Stock. The Company's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other federal, state or local
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under such Securities Act or
other securities legislation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to listing on
any stock exchange on which Shares may then be listed, and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the committee shall determine to be
necessary or advisable.
13. Withholding Tax. Upon the termination of the restricted period
with respect to any shares of Restricted Stock (or at any such earlier time, if
any, that an election is made by the Participant under Section 83(b) of the
Code, or any successor provision thereto, to include the value of such shares
in taxable income), the Company shall have the right to require the Participant
or other person receiving such shares to pay the Company the amount of any
taxes which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
shares held by it to cover the amount required to be withheld. The Company
shall have the right to deduct from all dividends paid with respect to shares
of Restricted Stock the amount of any taxes which the Company is required to
withhold with respect to such dividend payments.
The Company shall have the right to deduct from all amounts paid in cash
with respect to the exercise of a Stock Appreciation Right under the Plan any
taxes required by law to be withheld with respect to such cash payments. Where
a Participant or other person is entitled to receive Shares pursuant to the
exercise of an Option or Stock Appreciation Right pursuant to the Plan, the
Company shall have the right to require the Participant or such other person to
pay the Company the amount of any taxes which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
All withholding decisions pursuant to this Section 13 shall be at the sole
discretion of the Committee or the Company.
14. Amendment or Termination.
(a) Subject to paragraph (b) of this Section 14, the Board of
Directors of the Company may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of shareholders or Participants, except that any
such action will be subject to the approval of the Company's shareholders if,
when and to the extent such shareholder approval is necessary or required for
purposes of any applicable federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Shares may then
be listed or quoted, or if the Board of Directors of the Company, in its
discretion, determines to seek such shareholder approval.
(b) Except as otherwise provided herein, the Committee may
waive any conditions of or rights of the Company or modify or amend the terms
of any outstanding Award. The Committee may not, however, amend, alter,
suspend, discontinue or terminate any outstanding Award without the consent of
the Participant or holder thereof, except as otherwise herein provided.
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15. Effective Date and Term of Plan. The plan shall become effective
upon its adoption by the Board of Directors of the Company, subject to the
approval of the Plan by the shareholders of the Company. It shall continue in
effect for a term of 15 years unless sooner terminated under Section 14 hereof.
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