<PAGE>
As filed with the Securities and Exchange Commission on July 29, 1996
Registration No. 333-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------------------
FIRSTFED BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)
Delaware 63-1048648
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
FirstFed Bancorp, Inc.
1995 Stock Option and Incentive Plan
-------------------------------------------------
(Full Title of the Plan)
B.K. Goodwin, III
Chief Executive Officer and President
FirstFed Bancorp, Inc.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
----------------------------------------------------------
(Name and Address of Agent For Service)
(205) 428-8472
---------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Offering Registration
to be registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 30,000 (1) (2) $732,380 (2) $252.54
==================================================================================================================
</TABLE>
(1) Maximum number of shares issuable under the FirstFed Bancorp, Inc. 1995
Stock Option and Incentive Plan (30,000 shares), as such amounts may be
increased in accordance with said plan in the event of a merger,
consolidation, recapitalization or similar event involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated, inter alia, based
----- ----
upon the price at which the options may be exercised. 30,000 shares are
being registered hereby, of which 26,000 are under option at a weighted
average exercise price of $23.75 per share ($617,500 in the aggregate).
The remainder of such shares, which are not presently subject to option
(4,000 shares), are being registered based upon the book value of the
common stock, on June 30, 1996, of $28.72 per share ($114,880 in the
aggregate). Therefore, the total amount of the offering being registered
herein is $732,380.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
Item 1. Plan Information*
------
Item 2. Registrant Information and Employee Plan Annual Information*
------
*Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the FirstFed
Bancorp, Inc. 1995 Stock Option and Incentive Plan (the "Plan") in accordance
with Rule 428(b)(1). In accordance with Note to Part I of Form S-8, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
------
FirstFed Bancorp, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "1934 Act") and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 as filed with the Commission on June 28, 1996 (Commission File
No. 0-19609).
(b) The information set forth under "Description of Capital Stock of the
Holding Company" (Page 100) of the Prospectus, included as part of the
Company's Registration Statement on Form S-1 (Registration No. 33-41540), which
information is incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934 after the date hereof and
prior to the termination of the offering of the shares of common stock, par
value $.01 per share ("Common Stock") shall be deemed to be incorporated by
reference in this Registration Statement, and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
------
Not applicable, as the Common Stock is registered under Section 12 of
the Securities Exchange Act of 1934.
<PAGE>
Item 5. Interests of Named Experts and Counsel
------
Not Applicable.
Item 6. Indemnification of Directors and Officers
------
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.
(S)145. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE. (a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
<PAGE>
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section.
(h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under this section with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
(i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
<PAGE>
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as 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 a person.
(k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).
The Company's Restated Certificate of Incorporation sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacities.
TENTH: A. Each person who was or is made a party or is threatened to
-----
be made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she is or was a Director or an
Officer of the Corporation or is or was serving at the request of the
Corporation as a Director, Officer, employee or agent of another corporation or
of a partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
Director, Officer, employee or agent or in any other capacity while serving as
a Director, Officer, employee or agent, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
B. The right to indemnification conferred in Section A of this
Article TENTH shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided, however,
that, if the
<PAGE>
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in
any other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections A and B of this Article TENTH
shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid
in full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement
of expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in
any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) in any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not
met any applicable standard for indemnification set forth in the Delaware
General Corporation Law. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee
to enforce a right to indemnification or to an advancement of expenses
hereunder, or by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee is
not entitled to be indemnified, or to such advancement of expenses, under this
Article TENTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, By-laws, agreement, vote of stockholders or
disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
<PAGE>
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH: A Director of this Corporation shall not be personally liable
--------
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
to authorized corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or
modification.
Pursuant to the terms of the Stock Option and Incentive Plan, the Company
has agreed to indemnify directors who serve as a member of the committee
responsible for administering the respective Plan.
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability under the
provisions of its Restated Certificate of Incorporation. The Company has
purchased such insurance.
Item 7. Exemption from Registration Claimed
------
Not Applicable.
Item 8. Exhibits
------
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
<PAGE>
Item 9. Undertakings
------
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement --
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of 1934, to treat each post-effective amendment as a new
registration statement relating to the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(d) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
<PAGE>
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
4. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Bessemer, State of Alabama, on July 25, 1996.
FIRSTFED BANCORP, INC.
By: /s/ B. K. Goodwin, III
------------------------------------
B. K. Goodwin, III
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
By: /s/ B. K. Goodwin, III President, Chief July 25, 1996
------------------------- Executive Officer, and
B. K. Goodwin, III Chairman of the Board
By: /s/ Lynn J. Joyce Vice President, July 25, 1996
-------------------------
Lynn J. Joyce Secretary and Treasurer
By: /s/ Fred T. Blair Director July 25, 1996
-------------------------
Fred T. Blair
By: ------------------------- Director July , 1996
A. W. Kuhn ---
By: /s/ James B. Koikos Director July 25, 1996
-------------------------
James B. Koikos
By: /s/ Malcolm E. Lewis Director July 25, 1996
-------------------------
Malcolm E. Lewis
By: /s/ E. H. Moore, Jr. Director July 25, 1996
-------------------------
E. H. Moore, Jr.
By: /s/ James E. Mulkin Director July 25, 1996
-------------------------
James E. Mulkin
By: /s/ Robert E. Paden Director July 25, 1996
-------------------------
Robert E. Paden
By: /s/ G. Larry Russell Director July 25, 1996
-------------------------
G. Larry Russell
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequential
Exhibit Description Page Number
------- ----------- -----------
<C> <S>
5 Opinion of Housley Kantarian & Bronstein, P.C.
as to the validity of the Common Stock being
registered
23.1 Consent of Housley Kantarian & Bronstein, P.C.
(appears in their opinion filed as Exhibit 5)
23.2 Consent of Independent Public Accountants
99.1 FirstFed Bancorp, Inc. 1995 Stock Option and
Incentive Plan
99.2 Form of Stock Option Agreement to be entered
into with Optionees with respect to Incentive
Stock Options granted under the 1995 Stock
Option and Incentive Plan
99.3 Form of Stock Option Agreement to be entered
into with Optionees with respect to Non-
Incentive Stock Options granted under the 1995
Stock Option and Incentive Plan
99.4 Form of Agreement to be entered into with
Optionees with respect to Stock Appreciation
Rights granted under the 1995 Stock Option and
Incentive Plan
99.5 Board resolutions approving the 1995 Stock
Option and Incentive Plan
</TABLE>
<PAGE>
Exhibit 5
July 29 1996
Board of Directors
FirstFed Bancorp, Inc.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
Re: FirstFed Bancorp, Inc.
1995 Stock Option and Incentive Plan
------------------------------------
Registration Statement on Form S-8
Dear Board Members:
We have acted as special counsel to FirstFed Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 30,000 shares of common stock, par value $.01 per share
(the "Common Stock") of the Company which may be issued pursuant to the
FirstFed Bancorp, Inc. 1995 Stock Option and Incentive Plan (the "Plan"), all
as more fully described in the Registration Statement. You have requested the
opinion of this firm with respect to certain legal aspects of the proposed
offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with
the terms of the Plan will be legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Prospectus which is part of the Registration
Statement.
Very truly yours,
Housley Kantarian & Bronstein, P.C.
By: /s/ J. Mark Poerio
-------------------------------------------
J. Mark Poerio, Esquire
<PAGE>
Exhibit 23.2
CONSENT TO INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 10, 1996
incorporated by reference in the Company's Form 10-K for the year ended March
31, 1996 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
---------------------------------
Birmingham, Alabama
July 23, 1996
<PAGE>
Exhibit 99.1
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
1. Purpose of the Plan.
The purpose of this FirstFed Bancorp, Inc. 1995 Stock Option and Incentive
Plan (the "Plan") is to advance the interests of the Company through providing
select key Employees and Directors of the Bank, the Company, and their
Affiliates with the opportunity to acquire Shares. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate the best available
personnel for positions of substantial responsibility and to provide additional
incentive to Directors and key Employees of the Company or any Affiliate to
promote the success of the business.
2. Definitions.
As used herein, the following definitions shall apply.
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
(b) "Agreement" shall mean a written agreement entered into in
accordance with Paragraph 5(c).
(c) "Awards" shall mean, collectively, Options and SARs, unless the
context clearly indicates a different meaning.
(d) "Bank" shall mean First Federal Savings Bank.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.
(h) "Common Stock" shall mean the common stock, par value $.01 per
share, of the Company.
(i) "Company" shall mean FirstFed Bancorp, Inc.
(j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case
of sick leave, military leave or any other leave of absence approved by the
Company, in the case of transfers between payroll locations of the Company or
between the Company, an Affiliate or a successor, or in the case of a
Director's performance of services in an emeritus or advisory capacity.
<PAGE>
(k) "Director" shall mean any member of the Board, and any member of
the board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.
(l) "Disability" shall mean a physical or mental condition, which in
the sole and absolute discretion of the Committee, is reasonably expected to be
of indefinite duration and to substantially prevent a Participant from
fulfilling his or her duties or responsibilities to the Company or an
Affiliate.
(m) "Disinterested Person" shall mean any member of the Board who, at
the time discretion under the Plan is exercised, is a "disinterested person"
within the meaning of Rule 16b-3.
(n) "Effective Date" shall mean the date specified in Paragraph 14
hereof.
(o) "Employee" shall mean any person employed by the Company, the
Bank, or an Affiliate.
(p) "Exercise Price" shall mean the price per Optioned Share at which
an Option or SAR may be exercised.
(q) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(r) "Market Value" shall mean the fair market value of the Common
Stock, as determined under Paragraph 7(b) hereof.
(s) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.
(t) "Option" means an ISO and/or a Non-ISO.
(u) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(v) "Participant" shall mean any person who receives an Award pursuant
to the Plan.
(w) "Plan" shall mean this FirstFed Bancorp, Inc. 1995 Stock Option
and Incentive Plan.
(x) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(y) "Share" shall mean one share of Common Stock.
(z) "SAR" (or "Stock Appreciation Right") means a right to receive the
appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of Common Stock.
<PAGE>
(aa) "Year of Service" shall mean a full twelve-month period, measured
from the date of an Award and each annual anniversary of that date, during
which a Participant has continuously been an Employee or Director of the
Company or an Affiliate.
3. Term of the Plan and Awards.
(a) Term of the Plan. The Plan shall continue in effect for a term of
ten years from the Effective Date, unless sooner terminated pursuant to
Paragraph 16 hereof. No Award shall be granted under the Plan after ten years
from the Effective Date.
(b) Term of Awards. The term of each Award granted under the Plan
shall be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years.
4. Shares Subject to the Plan.
(a) General Rule. The aggregate number of Shares deliverable pursuant
to Awards shall not exceed 30,000 Shares, as such number may be adjusted on and
after the Effective Date pursuant to Paragraph 11 hereof. Such Shares may
either be authorized but unissued Shares, Shares held in treasury, or Shares
held in a grantor trust created by the Company. If any Awards should expire,
become unexercisable, or be forfeited for any reason without having been
exercised, the Optioned Shares shall, unless the Plan shall have been
terminated, be available for the grant of additional Awards under the Plan.
(b) Special Rule for SARs. The number of Shares with respect to which
an SAR is granted, but not the number of Shares which the Company delivers or
could deliver to an Employee or individual upon exercise of an SAR, shall be
charged against the aggregate number of Shares remaining available under the
Plan; provided, however, that in the case of an SAR granted in conjunction with
an Option, under circumstances in which the exercise of the SAR results in
termination of the Option and vice versa, only the number of Shares subject to
the Option shall be charged against the aggregate number of Shares remaining
available under the Plan. The Shares involved in an Option as to which option
rights have terminated by reason of the exercise of a related SAR, as provided
in Paragraph 10 hereof, shall not be available for the grant of further Options
under the Plan.
5. Administration of the Plan.
(a) Composition of the Committee. The Plan shall be administered by
the Committee, which shall consist of not less than three (3) members of the
Board who are Disinterested Persons. Members of the Committee shall serve at
the pleasure of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of the Board who are
Disinterested Persons.
<PAGE>
(b) Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select
Participants and grant Awards, (ii) to determine the form and content of Awards
to be issued in the form of Agreements under the Plan, (iii) to interpret the
Plan, (iv) to prescribe, amend and rescind rules and regulations relating to
the Plan, and (v) to make other determinations necessary or advisable for the
administration of the Plan. The Committee shall have and may exercise such
other power and authority as may be delegated to it by the Board from time to
time. A majority of the entire Committee shall constitute a quorum and the
action of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by a majority of the Committee without a
meeting, shall be deemed the action of the Committee.
(c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The
terms of each such Agreement shall be in accordance with the Plan, but each
Agreement may include such additional provisions and restrictions determined by
the Committee, in its discretion, provided that such additional provisions and
restrictions are not inconsistent with the terms of the Plan. In particular,
the Committee shall set forth in each Agreement (i) the Exercise Price of an
Option or SAR, (ii) the number of Shares subject to, and the expiration date
of, the Award, (iii) the manner, time and rate (cumulative or otherwise) of
exercise or vesting of such Award, and (iv) the restrictions, if any, to be
placed upon such Award, or upon Shares which may be issued upon exercise of
such Award.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute
Agreements on behalf of the Company and to cause them to be delivered to the
recipients of Awards.
(d) Effect of the Committee's Decisions. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
(e) Indemnification. In addition to such other rights of
indemnification as they may have, the members of the Committee shall be
indemnified by the Company in connection with any claim, action, suit or
proceeding relating to any action taken or failure to act under or in
connection with the Plan or any Award, granted hereunder to the full extent
provided for under the Company's governing instruments with respect to the
indemnification of Directors.
6. Grant of Options.
(a) General Rule. Only Employees shall be eligible to receive Awards.
In selecting those Employees to whom Awards will be granted and the number of
shares covered by such Awards, the Committee shall consider the position,
duties and responsibilities of the eligible Employees, the value of their
services to the
<PAGE>
Company and its Affiliates, and any other factors the Committee may deem
relevant. Notwithstanding the foregoing, the Committee shall automatically
make the Awards specified in Sections 6(b) and 9 hereof.
(b) Automatic Grants to Employees. On the Effective Date, each of the
following Employees shall receive an Option (in the form of an ISO, to the
extent permissible under the Code) to purchase the number of Shares listed
below, at an Exercise Price per Share equal to the Market Value of a Share on
the Effective Date; provided that such grant shall not be made to an Employee
whose Continuous Service terminates on or before the Effective Date:
<TABLE>
<CAPTION>
Number of Shares
Participant Subject to Option
----------- -----------------
<S> <C>
B. K. Goodwin, III 7,500
Lynn J. Joyce 3,500
C. Larry Seale 2,500
Cathy N. Ackerman 500
W. Max Adams 500
Brenda M. Baswell 500
Robert Nelson, III 500
Martha A. Peeples 500
James E. Smith, Jr. 500
Rhonda T. Wannemuehler 500
</TABLE>
With respect to each of the above-named Participants, the Option granted to
the Participant hereunder (i) shall vest in accordance with the general rule
set forth in Paragraph 8(a) of the Plan, (ii) shall have a term of ten years
from the Effective Date, and (iii) shall be subject to the general rule set
forth in Paragraph 8(c) with respect to the effect of a Participant's
termination of Continuous Service on the Participant's right to exercise his
Options.
(c) Special Rules for ISOs. The aggregate Market Value, as of the date the
Option is granted, of the Shares with respect to which ISOs are exercisable for
the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or
any present or future Affiliate of the Company) shall not exceed $100,000.
Notwithstanding the foregoing, the Committee may grant Options in excess of the
foregoing limitations, in which case such Options granted in excess of such
limitation shall be Options which are Non-ISOs.
7. Exercise Price for Options.
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 100% of the Market Value of the
Optioned Shares on the date of grant. In the case of an Employee who owns
Shares representing more than 10% of the Company's outstanding Shares of Common
Stock at the time an ISO is granted, the Exercise Price shall not be less than
110% of the Market Value of the Optioned Shares at the time the ISO is granted.
<PAGE>
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including the NASDAQ National Market
System) on the date in question, then the Market Value per Share shall be the
average of the highest and lowest selling price on such exchange on such date,
or if there were no sales on such date, then the Exercise Price shall be the
mean between the bid and asked price on such date. If the Common Stock is
traded otherwise than on a national securities exchange on the date in
question, then the Market Value per Share shall be the mean between the bid and
asked price on such date, or, if there is no bid and asked price on such date,
then on the next prior business day on which there was a bid and asked price.
If no such bid and asked price is available, then the Market Value per Share
shall be its fair market value as determined by the Committee, in its sole and
absolute discretion. Notwithstanding the foregoing, in the event that either
(i) the Committee exercises its discretion to impose transfer (or other)
restrictions on the Shares subject to an Option, or (ii) the Plan requires
specified transfer restrictions, the Committee shall make an appropriate
adjustment in determining the Market Value of the Shares subject to such an
Option (in order to take into account that their fair market value may be less
than the fair market value of unrestricted Shares).
8. Exercise of Options.
(a) Generally. Unless otherwise provided by the Committee pursuant to an
applicable Agreement, each Option shall be fully (100%) exercisable immediately
upon the date of its grant, subject to Paragraph 13 hereof.
(b) Procedure for Exercise. A Participant may exercise Options, subject
to provisions relative to its termination and any limitations on its exercise,
only by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of
cash and Common Stock, of the amount of the Exercise Price for the number of
Shares with respect to which the Option is then being exercised. Each such
notice (and payment where required) shall be delivered, or mailed by prepaid
registered or certified mail, addressed to the Treasurer of the Company at the
Company's executive offices. Common Stock utilized in full or partial payment
of the Exercise Price for Options shall be valued at its Market Value at the
date of exercise, and may consist of Shares subject to the Option being
exercised. A Participant who exercises Non-ISOs pursuant to this Paragraph may
satisfy all applicable federal, state and local income and employment tax
withholding obligations, in whole or in part, by irrevocably electing to have
the Company withhold shares of Common Stock, or to deliver to the Company
shares of Common Stock that he already owns, having a value equal to the amount
required to be withheld; provided that to the extent not inconsistent herewith,
such election otherwise complies with those requirements of Paragraphs 8 and 19
hereof.
(c) Period of Exercisability. Except to the extent otherwise provided in
the terms of an Agreement, an Option may be exercised by a Participant only
while he is an Employee and has maintained Continuous Service from the date of
the grant of the Option, or within three months after termination of such
Continuous Service (but not later than the date on which the Option would
otherwise expire), except if the Employee's Continuous Service terminates by
reason of --
<PAGE>
(1) "Just Cause" which for purposes hereof shall have the
meaning set forth in any unexpired employment or severance agreement
between the Participant and the Bank and/or the Company (and, in the
absence of any such agreement, shall mean termination because of the
Employee's personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform
stated duties, willful violation of any law, rule or regulation (other than
traffic violations or similar offenses) or final cease-and-desist order),
then the Participant's rights to exercise such Option shall expire on the
date of such termination;
(2) death, then to the extent that the Participant would have
been entitled to exercise the Option immediately prior to his death, such
Option of the deceased Participant may be exercised within two years from
the date of his death (but not later than the date on which the Option
would otherwise expire) by the personal representatives of his estate or
person or persons to whom his rights under such Option shall have passed by
will or by laws of descent and distribution;
(3) Disability, then to the extent that the Participant would
have been entitled to exercise the Option immediately prior to his or her
Disability, such Option may be exercised within one year from the date of
termination of employment due to Disability, but not later than the date on
which the Option would otherwise expire.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
9. Grants of Options to Non-employee Directors
(a) Automatic Grants. Notwithstanding any other provisions of this Plan,
each Director who is not an Employee but is a Director on the Effective Date
shall receive, on said date, Non-ISOs to purchase 1,125 of the Shares reserved
under Paragraph 4(a) hereof. Such Non-ISOs shall have an Exercise Price per
Share equal to the Market Value of a Share on the date of grant. Each Director
who joins the Board after the Effective Date and who is not then an Employee
shall receive, on the date of joining the Board, Non-ISOs to purchase 1,000 of
the Shares reserved under Paragraph 4(a) of the Plan, at an Exercise Price per
Share equal to its Market Value on the date of grant.
(b) Terms of Exercise. Options received under the provisions of this
Paragraph will become exercisable in accordance with the general rule set forth
in Paragraph 8(a) hereof, and may be exercised from time to time by (a) written
notice of intent to exercise the Option with respect to all or a specified
number of the Optioned Shares, and (b) payment to the Company
(contemporaneously with the delivery of such notice), in cash, in Common Stock,
or a combination of cash and Common Stock, of the amount of the Exercise Price
for the number of the Optioned Shares with respect to which the Option is then
being exercised. Each such notice and payment shall be delivered, or mailed by
prepaid registered or certified mail, addressed to the Treasurer of the Company
at the Company's executive offices. A Director who exercises Options pursuant
to this Paragraph
<PAGE>
may satisfy all applicable federal, state and local income and employment tax
withholding obligations, in whole or in part, by irrevocably electing to have
the Company withhold shares of Common Stock, or to deliver to the Company
shares of Common Stock that he already owns, having a value equal to the amount
required to be withheld; provided that to the extent not inconsistent herewith,
such election otherwise complies with those requirements of Paragraphs 8 and 19
hereof.
Options granted under this Paragraph shall have a term of ten years;
provided that Options granted under this Paragraph shall expire one year after
the date on which a Director terminates Continuous Service on the Board, but in
no event later than the date on which such Options would otherwise expire. In
the event of such Director's death during the term of his directorship, Options
granted under this Paragraph shall become immediately exercisable, and may be
exercised within two years from the date of his death by the personal
representatives of his estate or person or persons to whom his rights under
such Option shall have passed by will or by laws of descent and distribution,
but in no event later than the date on which such Options would otherwise
expire. In the event of such Director's Disability during his or her
directorship, the Director's Option shall become immediately exercisable, and
such Option may be exercised within one year of the termination of directorship
due to Disability, but not later than the date that the Option would otherwise
expire. Unless otherwise inapplicable or inconsistent with the provisions of
this Paragraph, the Options to be granted to Directors hereunder shall be
subject to all other provisions of this Plan.
(c) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
10. SARs (Stock Appreciation Rights)
(a) Granting of SARs. In its sole discretion, the Committee may from time
to time grant SARs to Employees either in conjunction with, or independently
of, any Options granted under the Plan. An SAR granted in conjunction with an
Option may be an alternative right wherein the exercise of the Option
terminates the SAR to the extent of the number of shares purchased upon
exercise of the Option and, correspondingly, the exercise of the SAR terminates
the Option to the extent of the number of Shares with respect to which the SAR
is exercised. Alternatively, an SAR granted in conjunction with an Option may
be an additional right wherein both the SAR and the Option may be exercised.
An SAR may not be granted in conjunction with an ISO under circumstances in
which the exercise of the SAR affects the right to exercise the ISO or vice
versa, unless the SAR, by its terms, meets all of the following requirements:
(1) The SAR will expire no later than the ISO;
(2) The SAR may be for no more than the difference between the Exercise
Price of the ISO and the Market Value of the Shares subject to the ISO at
the time the SAR is exercised;
(3) The SAR is transferable only when the ISO is transferable, and under
the same conditions;
<PAGE>
(4) The SAR may be exercised only when the ISO may be exercised; and
(5) The SAR may be exercised only when the Market Value of the Shares
subject to the ISO exceeds the Exercise Price of the ISO.
(b) Exercise Price. The Exercise Price as to any particular SAR shall not
be less than the Market Value of the Optioned Shares on the date of grant.
(c) Timing of Exercise. Any election by a Participant to exercise SARs
shall be made during the period beginning on the 3rd business day following the
release for publication of quarterly or annual financial information and ending
on the 12th business day following such date. This condition shall be deemed
to be satisfied when the specified financial data is first made publicly
available. In no event, however, may an SAR be exercised within the six-month
period following the date of its grant.
The provisions of Paragraph 8(c) regarding the period of exercisability of
Options are incorporated by reference herein, and shall determine the period of
exercisability of SARs.
(d) Exercise of SARs. An SAR granted hereunder shall be exercisable at
such times and under such conditions as shall be permissible under the terms of
the Plan and of the Agreement granted to a Participant, provided that an SAR
may not be exercised for a fractional Share. Upon exercise of an SAR, the
Participant shall be entitled to receive, without payment to the Company except
for applicable withholding taxes, an amount equal to the excess of (or, in the
discretion of the Committee if provided in the Agreement, a portion of) the
excess of the then aggregate Market Value of the number of Optioned Shares with
respect to which the Participant exercises the SAR, over the aggregate Exercise
Price of such number of Optioned Shares. This amount shall be payable by the
Company, in the discretion of the Committee, in cash or in Shares valued at the
then Market Value thereof, or any combination thereof.
(e) Procedure for Exercising SARs. To the extent not inconsistent
herewith, the provisions of Paragraph 8(b) as to the procedure for exercising
Options are incorporated by reference, and shall determine the procedure for
exercising SARs.
11. Effect of Changes in Common Stock Subject to the Plan.
(a) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Awards, and the Exercise Price thereof, shall be proportionately
adjusted for any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares, or similar
event in which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.
(b) Transactions in which the Company is Not the Surviving Entity. In the
event of (i) the liquidation or dissolution of the Company, (ii) a merger or
<PAGE>
consolidation in which the Company is not the surviving entity, or (iii) the
sale or disposition of all or substantially all of the Company's assets (any of
the foregoing to be referred to herein as a "Transaction"), all outstanding
Awards, together with the Exercise Prices thereof, shall be equitably adjusted
for any change or exchange of Shares for a different number or kind of shares
or other securities which results from the Transaction.
(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b)(1) hereof shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.
(d) Conditions and Restrictions on New, Additional, or Different Shares or
Securities. If, by reason of any adjustment made pursuant to this Paragraph, a
Participant becomes entitled to new, additional, or different shares of stock
or securities, such new, additional, or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible into Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect, and no
adjustment shall be made with respect to, the number, class, or Exercise Price
of Shares then subject to Awards or reserved for issuance under the Plan.
12. Non-Transferability of Awards.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution. Notwithstanding any other provision of this Plan to the
contrary, to the extent permissible under Rule 16b-3, a Participant who is
granted Non-ISOs pursuant to this Plan may transfer such Non-ISOs to his or her
spouse, lineal ascendants, lineal descendants, or to a duly established trust,
provided that Non-ISOs so transferred may not again be transferred other than
(i) to the Participant originally receiving the grant of Non-ISOs, or (ii) to
an individual or trust to whom such Participant could have transferred Non-ISOs
pursuant to this Paragraph 12. Non-ISOs which are transferred pursuant to this
Paragraph 12 shall be exercisable by the transferee subject to the same terms
and conditions as would have applied to such Non-ISOs in the hands of the
Participant originally receiving the grant of such Non-ISOs.
13. Time of Granting Awards.
The date of grant of an Award shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Award, and
the Effective Date; provided that no Option shall be exercisable before the
Plan receives stockholder approval in accordance with Paragraph 14 hereof.
Notice of the determination shall be given to each Participant to whom an Award
is so granted within a reasonable time after the date of such grant.
<PAGE>
14. Effective Date.
The Plan shall become effective immediately upon its approval by the Board,
provided that, only to the extent required for the Plan to be in conformity
with Rule 16b-3, the effectiveness of the Plan and any Awards shall be
contingent upon a favorable vote of stockholders owning at least a majority of
the total votes cast at a duly called meeting of the Company's stockholders
held in accordance with applicable laws.
15. Modification of Awards.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder of
said Award any right or benefit which could not be conferred on him by the
grant of a new Award at such time, or impair the Award without the consent of
the holder of the Award.
16. Amendment and Termination of the Plan.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or terminate
the Plans. No amendment, suspension or termination of the Plan shall, without
the consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
17. Conditions Upon Issuance of Shares.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of such
Shares shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Shares may then be listed.
(b) Special Circumstances. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Shares. As a condition to the exercise of an Option or SAR, the Company may
require the person exercising the Option or SAR to make such representations
and warranties as may be necessary to assure the availability of an exemption
from the registration requirements of federal or state securities law.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable, including but not limited to the authority to impose
a right of first refusal or to establish repurchase rights or both of these
restrictions.
<PAGE>
18. Reservation of Shares.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
19. Withholding Tax.
The Company's obligation to deliver Shares upon exercise of Options and/or
SARs shall be subject to the Participant's satisfaction of all applicable
federal, state and local income and employment tax withholding obligations.
20. No Employment or Other Rights.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Employee, Director, or any other party to continue service with
the Company, the Bank, or any Affiliate of such corporations. Except to the
extent provided in Paragraphs 6(b) and 9(a), no Employee or Director shall have
a right to be granted an Award or, having received an Award, the right to again
be granted an Award. However, an Employee or Director who has been granted an
Award may, if otherwise eligible, be granted an additional Award or Awards.
21. Governing Law.
The Plan shall be governed by and construed in accordance with the laws of
the State of Alabama, except to the extent that federal law shall be deemed to
apply.
<PAGE>
Exhibit 99.2
STOCK OPTION AGREEMENT
FOR INCENTIVE STOCK OPTIONS UNDER SECTION 422
OF THE INTERNAL REVENUE CODE
PURSUANT TO THE
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of ___________ shares of Common Stock of FirstFed
Bancorp, Inc. (the "Company"), which Option is intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), is hereby granted to __________________ (the
"Optionee") at the price set forth herein, and in all respects subject to the
terms, definitions and provisions of the FirstFed Bancorp, Inc. 1995 Stock
Option and Incentive Plan (the "Plan") which was adopted by the Company and
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Option Price. The option price is $__________ for each share, being
------------
100% /*/ of the fair market value, as determined by the Committee, of the
Common Stock on the date of grant of this Option.
2. Exercises of Option. This Option shall be exercisable in accordance
-------------------
with provisions of the Plan as follows:
(i) Exercisability. Each Option shall be fully (100%) exercisable
--------------
immediately upon the date of its grant.
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice by the Optionee which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option and,
if the Option is being exercised by any person or persons other than the
Optionee, be accompanied by proof, satisfactory to counsel for the Company,
of the right of such person or persons to exercise the Option; and
- ---------------
/*/ 110% in the case of an Optionee who owns shares representing more than 10%
of the outstanding common stock of the Company on the date of grant of this
Option.
<PAGE>
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination
of cash and Common Stock as the Optionee elects. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii) Restrictions on exercise. This Option may not be exercised if the
------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and warranty to
the Company as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
-----------
Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of
the Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred
-----------------------------
in any manner otherwise than by will or the laws of descent or distribution.
The terms of this Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable for more than
--------------
ten/**/ years from the date of grant of this Option, as stated below, and may
be exercised during such term only in accordance with the Plan and the terms of
this Option.
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By___________________________
- ---------------------
Date of Grant Attest: _______________________(Seal)
- -----------------------
/**/ Five years in the case of an Optionee who owns shares representing more
than 10% of the outstanding common stock of the Company on the date of
grant of this Option.
<PAGE>
INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
-----------------------------
Date
Treasurer
FirstFed Bancorp, Inc.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
Re: FirstFed Bancorp, Inc.
1995 Stock Option and Incentive Plan
------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock Option to purchase
_______________ shares, par value $.01 per share, of Common Stock of FirstFed
Bancorp, Inc. under and pursuant to a Stock Option Agreement dated ______,
199 .
Delivered herewith is a certified or bank cashier's or teller's check
and/or shares of Common Stock, valued at the fair market value of the stock on
the date of exercise, as set forth below.
$___________ of cash or check
___________ ________ shares of Common Stock, valued at$_______
per share
$ Total
===========
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person(s) is as follows:
Name___________________________________________________________________________
Address________________________________________________________________________
Social Security Number_________________________________________________________
Very truly yours,
________________________________
<PAGE>
Exhibit 99.3
STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
STOCK OPTION for a total of __________ shares of Common Stock, par value
$.01 per share, of FirstFed Bancorp, Inc. (the "Company") is hereby granted to
_____________ (the "Optionee") at the price set forth herein, and in all
respects subject to the terms, definitions and provisions of the FirstFed
Bancorp, Inc. 1995 Stock Option and Incentive Plan (the "Plan") which has been
adopted by the Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged. Such Stock Options do not comply with Options
---
granted under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Option Price. The option price is $__________ for each share, being
------------
100% of the fair market value, as determined by the Committee, of the Common
Stock on the date of grant of this Option.
2. Exercise of Option. This Option shall be exercisable in accordance
------------------
with provisions of the Plan as follows:
(i) Exercisability. Each Option shall be fully (100%) exercisable
--------------
immediately upon the date of its grant.
(ii) Method of Exercise. This Option shall be exercisable by a written
------------------
notice which shall:
(a) state the election to exercise the Option, the number of shares with
respect to which it is being exercised, the person in whose name the stock
certificate or certificates for such shares of Common Stock is to be
registered, his address and Social Security Number (or if more than one,
the names, addresses and Social Security Numbers of such persons);
(b) contain such representations and agreements as to the holders'
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the Option
and, if the Option is being exercised by any person or persons other than
the Optionee, be accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to exercise the Option; and
(d) be in writing and delivered in person or by certified mail to the
Treasurer of the Company.
Payment of the purchase price of any shares with respect to which the
Option is being exercised shall be by cash, Common Stock, or such combination
of cash and Common Stock as the Optionee elects. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
<PAGE>
(iii) Restrictions on exercise. The Option may not be exercised if the
------------------------
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company
as may be required by any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the exercise of the
-----------
Option or any installment thereof will not be effective, and no shares will
become transferable to the Optionee, until the Optionee makes appropriate
arrangements with the Company for such tax withholding as may be required of
the Company under federal, state, or local law on account of such exercise.
4. Non-transferability of Option. This Option may not be transferred
-----------------------------
in any manner otherwise than by will or the laws of descent or distribution.
Notwithstanding the foregoing, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may be transferred
to the Optionee's spouse, lineal ascendants, lineal descendants, or to a duly
established trust, provided that such transferee shall be permitted to exercise
this Option subject to the same terms and conditions applicable to the
Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable for more than ten
--------------
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By__________________________________
- ---------------------------
Date of Grant
Attest__________________________(Seal)
<PAGE>
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
------------------------------
Date
Treasurer
FirstFed Bancorp, Inc.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
Re: FirstFed Bancorp, Inc.
1995 Stock Option and Incentive Plan
------------------------------------
Dear Sir:
---------
The undersigned elects to exercise his Non-Incentive Stock Option to
purchase _________ shares, par value $.01 per share, of Common Stock of
FirstFed Bancorp, Inc. under and pursuant to a Stock Option Agreement dated
________________, 199 .
Delivered herewith is a certified or bank cashier's or tellers check and/or
shares of Common Stock, valued at the fair market value of the stock on the
date of exercise, as set forth below.
$__________ of cash or check
__________ ________ shares of Common Stock, valued at $________ per share
$ Total
==========
The name or names to be on the stock certificate or certificates and the
address and Social Security Number of such person is as follows:
Name___________________________________________________________________________
Address________________________________________________________________________
Social Security Number_________________________________________________________
Very truly yours,
_______________________________
<PAGE>
Exhibit 99.4
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
On the date of grant specified below, the Stock Option Committee of
FirstFed Bancorp, Inc. (the "Company") hereby grants to ________________ (the
"Optionee") a total of ___ Stock Appreciation Rights (SARs), subject to the
terms and conditions set forth in the FirstFed Bancorp, Inc. 1995 Stock Option
and Incentive Plan (the "Plan") (a copy of which is available to the Optionee
upon request). The terms and conditions of the Plan are incorporated herein by
reference.
(a) The exercise price is $____ for each share, such price being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess
of the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock or in cash as
provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 12 of the
Plan.
(f) The SAR may be exercised only in accordance with Sections 8(b), 8(c),
10, and 17(b) of the Plan, and only when there is a positive spread, i.e., when
the market price of the Common Stock subject to the SAR exceeds the exercise
price of the SAR.
(g) In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supersede any conflicting or
inconsistent provision of the Agreement.
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE
PLAN COMMITTEE
By: _______________________________
Date of Grant: ATTEST:
_____________________________ ___________________________________
<PAGE>
Exhibit 99.5
FIRSTFED BANCORP, INC.
RESOLUTIONS OF THE BOARD OF DIRECTORS
-------------------------------------
Adoption of
1995 Stock Option and Incentive Plan
------------------------------------
WHEREAS, the Board of Directors of FirstFed Bancorp, Inc. (the "Company")
has determined that it is in the best interests of the Company and its
stockholders to utilize additional stock options to attract and retain
executive personnel and directors.
NOW, THEREFORE, BE IT RESOLVED that the FirstFed Bancorp, Inc. 1995 Stock
Option and Incentive Plan (the "Option Plan"), in the form submitted to this
meeting and attached hereto, is hereby adopted and approved, subject to (i)
approval by the stockholders of the Company if required for the Option Plan to
be in conformity with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, and (ii) such final adjustments of an immaterial nature as the
Company's President may deem to be necessary or proper to effect the purpose of
the Option Plan and of these resolutions;
RESOLVED FURTHER, that the non-employee directors of the Company who serve
on its Incentive Stock Option Plan Committee shall serve as the Stock Option
Committee pursuant to the terms of the Option Plan;
RESOLVED FURTHER, that the Company shall reserve for issuance under the
Option Plan, and is hereby authorized upon receipt of proper consideration
therefor, in accordance with the terms of the Option Plan, to issue the shares
of the Company's common stock, par value $.01 per share ("Common Stock"),
provided for under the Option Plan (as such number of shares may be adjusted in
accordance with the Option Plan) upon the exercise of stock options or other
awards granted thereunder;
RESOLVED FURTHER, that the Company's President is hereby authorized to take
or to direct the taking of any actions that he may deem necessary or proper in
connection with the adoption of the Option Plan, including the filing of a
Registration Statement on Form S-8 with the Securities and Exchange Commission
in order to register shares of Common Stock reserved for issuance upon the
exercise of stock options or other awards granted under the Option Plan.
