<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on
August 11, 1998
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
(205) 428-8472
----------------------------------------
(Address of Principal Executive Offices)
FirstFed Bancorp, Inc.
1995 Stock Option and Incentive Plan As Amended
-----------------------------------------------
(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
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(Telephone number, including area code, of agent for service)
Copies to:
J. Mark Poerio, Esquire
Housley Kantarian & Bronstein, P.C.
1220 19th Street, N.W., Suite 700
Washington, D.C. 20036
(202) 822-9611
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 24,000 (1) (2) (2) $83.30
=============================================================================
</TABLE>
(1) Maximum number of additional shares issuable under the 1998 Amendment to the
FirstFed Bancorp, Inc. 1995 Stock Option and Incentive Plan, adjusted to
reflect a 2-for-1 stock split declared on August 10, 1998, as such amount
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 has been calculated as the sum of
(i) $207,000 for 18,000 shares that have been offered through awards of
restricted stock valued at $11.50 per share on the date of award, and
(ii) $75,360 for 6,000 shares whose offering price is not known and
therefore which have been valued at $12.56 per share in accordance with
Rule 457(c) on the basis of the average of the high and low selling
prices of the common stock of the Registrant as reported on the Nasdaq
Small Cap Market on August 4, 1998. Therefore, the total amount of the
offering being registered is $282,360.
This new registration statement on Form S-8 registers
24,000 additional shares of common stock of the registrant as a
supplement to the registrant's existing registration statement
on Form S-8, Commission File No. 333-09065, which registered
120,000 shares of such stock, as adjusted to reflect 2-for-1
stock splits declared on April 16, 1997 and on August 10, 1998.
In accordance with General Instruction E to Form S-8, this
registration statement incorporates by reference the contents of
that registration statement. <PAGE>
<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 August 10, 1998.
FIRSTFED BANCORP, INC.
By: /s/ B. K. Goodwin, III
________________________________
B. K. Goodwin, III
President and Chief Executive
Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned Directors of FirstFed Bancorp, Inc.
hereby severally constitute and appoint B. K. Goodwin, III, with
full power of substitution, our true and lawful attorney and
agent, to do any and all things in our names in the capacities
indicated below which said B. K. Goodwin may deem necessary or
advisable to enable FirstFed Bancorp, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in
connection with the registration of FirstFed Bancorp common
stock, including specifically, but not limited to, power and
authority to sign for us in our names in the capacities
indicated below, the Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said B. K. Goodwin, III shall
do or cause to be done by virtue thereof.
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
---------------------- Executive Officer, and
B.K. Goodwin, III Chairman of the Board August 10, 1998
By:/s/ Lynn J. Joyce Vice President,
---------------------- Secretary and Treasurer August 10, 1998
Lynn J. Joyce
By:/s/ Fred T. Blair Director August 10, 1998
----------------------
Fred T. Blair
By:/s/ A. W. Kuhn Director August 10, 1998
----------------------
A. W. Kuhn
By:/s/ James B. Koikos Director August 10, 1998
----------------------
James B. Koikos
By:/s/ Malcolm E. Lewis Director August 10, 1998
----------------------
Malcolm E. Lewis
By:/s/ E. H. Moore, Jr. Director August 10, 1998
----------------------
E. H. Moore, Jr.
By:/s/ James E. Mulkin Director August 10, 1998
----------------------
James E. Mulkin
<PAGE>
By:/s/ Robert E. Paden Director August 10, 1998
----------------------
Robert E. Paden
By:/s/ Larry Russell Director August 10, 1998
----------------------
G. Larry Russell
/TABLE
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
5 Opinion of Housley Kantarian & Bronstein, P.C. as to
the legality 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 Arthur Andersen LLP
99.1 FirstFed Bancorp, Inc. 1995 Stock Option and Incentive
Plan as Amended
99.2 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Options
granted under the FirstFed Bancorp, Inc. 1995 Stock
Option and Incentive Plan (incorporated by reference
to Exhibit 99.2 to the Company's Registration
Statement on Form S-8 (File No. 333-09065).
99.3 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
granted under the FirstFed Bancorp, Inc. 1995 Stock
Option and Incentive Plan (incorporated by reference
to Exhibit 99.3 to the Company's Registration
Statement on Form S-8 (File No. 333-09065).
99.4 Form of Agreement to be entered into with Optionees
with respect to Stock Appreciation Rights granted
under the FirstFed Bancorp, Inc. 1995 Stock Option and
Incentive Plan (incorporated by reference to Exhibit
99.4 to the Company's Registration Statement on Form
S-8 (File No. 333-09065).
<PAGE>
<PAGE>
Exhibit 23.1
August 11, 1998
Board of Directors
FirstFed Bancorp, Inc.
1630 Fourth Avenue, North
Bessemer, Alabama 35020-5711
Re: FirstFed Bancorp, Inc.
1995 Stock Option and Incentive Plan as Amended
Registration Statement on Form S-8
Gentlemen:
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 24,000 shares of common stock, par value $.01 per share
(the "Common Stock") of the Company which may be issued pursuant to the 1998
Amendment 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>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8 for the registration of
24,000 shares of FirstFed Bancorp, Inc. common stock in connection with the
1998 Amendment to the 1995 Stock Option and Incentive Plan) of our report
dated June 22, 1998 incorporated by reference in FirstFed Bancorp, Inc.'s Form
10-KSB for the year ended March 31, 1998 and to all references to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
Birmingham, Alabama
August 7, 1998
<PAGE>
FIRSTFED BANCORP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
Working Copy Inclusive of
1996, 1997, and 1998 Amendments
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, SARs, and Restricted
Stock, 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.
<PAGE>
<PAGE>
(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.
(k) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution
designated as being eligible for participation in this Plan.
(l) "Disability" shall mean a physical or mental condition, which in the
sole and absolute discretion of the Committee, is reasonably expected to be of
indefinite duration and to substantially prevent a Participant from fulfilling
his or her duties or responsibilities to the Company or an Affiliate.
(m) "Effective Date" shall mean the date specified in Paragraph 14
hereof.
(n) "Employee" shall mean any person employed by the Company, the Bank,
or an Affiliate.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option or SAR may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock,
as determined under Paragraph 7(b) hereof.
(r) "Non-Employee Director" shall have the meaning provided in Rule
16b-3.
(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.
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<PAGE>
(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) "Restricted Stock" means Common Stock which is subject to
restrictions against transfer and forfeiture and such other terms and
conditions determined by the Committee, as provided in Paragraph 11.
(y) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(z) "Share" shall mean one share of Common Stock.
(aa) "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.
(bb) "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. The aggregate
number of shares deliverable pursuant to Awards shall be increased by 12,000
Shares, as such number may be hereafter adjusted 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
-3-<PAGE>
<PAGE>
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 two (2) members of the Board
who are Non-Employee Directors. Members of the Committee shall serve at the
pleasure of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of the Board who
are Non-Employee Directors.
(b) Powers of the Committee. Except as limited by the express
provisions of the Plan or by resolutions adopted by the Board, the Committee
shall have sole and complete authority and discretion (i) to select
Participants and grant 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)
-4-<PAGE>
<PAGE>
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. The Committee may grant Awards only to Employees and
Directors, including Directors of the Bank and First State Bank. 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
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:
Number of Shares
Participant Subject to Option
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
-5-<PAGE>
<PAGE>
Martha A. Peeples 500
James E. Smith, Jr. 500
Rhonda T. Wannemuehler 500
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.
(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).
-6-<PAGE>
<PAGE>
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 --
(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
-7-<PAGE>
<PAGE>
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.
(e) Six-Month Holding Period. Notwithstanding any other provision of
this Plan to the contrary, Common Stock that is purchased upon exercise of an
Option or SAR may not be sold within the six-month period following the grant
date of that Option or SAR, except in the event of a Participant's death,
Disability or retirement at or after age 65, or such other event as the Board
may specifically deem appropriate.
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 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
-8-<PAGE>
<PAGE>
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;
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(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.
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.
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11. RESTRICTED STOCK AWARDS.
Any Share of Restricted Stock which the Committee may grant shall be
subject to the following terms and conditions, and to such other terms and
conditions as are either applicable generally to Awards, or prescribed by the
Committee in an Agreement with the Participant.
(a) Discretionary Awards. At any time, the Committee may at its
discretion impose a restriction period for the Restricted Stock ("Restricted
Period"). The Restriction Period may differ among Participants and may have
different expiration dates with respect to portions of shares of Restricted
Stock covered by the same award. The Committee shall determine the
restrictions applicable to the award of Restricted Stock, including, but not
limited to, requirements of Continuous Service for a specified term, or the
attainment of specific corporate, divisional or individual performance
standards or goals, which restrictions may differ with respect to each
Participant. The Agreement shall provide for forfeiture of Shares covered
thereby if the specified restrictions are not met during the Restriction
Period, and may provide for early termination of any Restriction Period in the
event of satisfaction of the specified restrictions prior to expiration of the
Restricted Period.
(b) Automatic Awards. On the date of Board approval of this Paragraph
11 of the Plan, each Director on such date shall receive a Restricted Stock
Award that covers 1,000 Shares, that vests at the rate of 20% per year of the
Director's Continuous Service after the date of the Award, and that
accelerates vesting to 100% immediately upon a Change in Control or
termination of the Participant's Continuous Service due to death, Disability,
or retirement after age 65.
(c) Accelerated Vesting. The Committee shall set forth in the Agreement
the percentage, if any, of the award of Restricted Stock which shall vest in
the Participant in the event of death, Disability, or retirement prior to the
expiration of the Restriction Period or the satisfaction of the restrictions
applicable to an award of Restricted Stock. Notwithstanding the Restriction
Period and the restrictions imposed on the Restricted Stock, as set forth in
any Agreement, the Committee may shorten the Restriction Period or waive any
restrictions, if the Committee concludes that it is in the best interests of
the Company to do so.
(d) Ownership; Voting. Stock certificates shall be issued in respect of
Restricted Stock awarded hereunder and shall be registered in the name of the
Participant, whereupon the Participant shall become a stockholder of the
Company with respect to such Restricted Stock and shall, to the extent not
inconsistent with express provisions of the Plan, 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. Said stock
certificates may be transferred to the Participant or be deposited with the
Company or its designee, together with a stock power endorsed in blank, and
the following legend shall be placed upon such certificates reflecting that
the shares represented thereby are subject to restrictions against transfer
and forfeiture:
"The transferability of this certificate and
the shares of stock represented thereby are subject
to the terms and conditions (including forfeiture)
contained in the
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1995 Stock Option and Incentive Plan of
FirstFed Bancorp, Inc., and an agreement
entered into between the registered owner and
FirstFed Bancorp, Inc. Copies of such Plan and
Agreement are on file in the offices of the
Secretary of FirstFed Bancorp, Inc., 1630 Fourth
Avenue, North, Bessemer, Alabama 35020-5711."
(d) Lapse of Restrictions. At the expiration of the Restricted Period
applicable to the Restricted Stock, the Company shall deliver to the
Participant, or the legal representative of the Participant's estate, or if
the personal representative of the Participant's estate shall have assigned
the estate's interest in the Restricted Stock, to the person or persons to
whom his rights under such Stock shall have passed by assignment pursuant to
his will or to the laws of descent and distribution, the stock certificates
deposited with it or its designee and as to which the Restricted Period has
expired and the requirements of the restrictions have been met. If a legend
has been placed on such certificates, the Company shall cause such
certificates to be reissued without the legend.
(e) Forfeiture of Restricted Stock. The Agreement shall provide for
forfeiture of any Restricted Stock which is not vested in the Participant or
for which the restrictions have not been satisfied during the Restriction
Period.
12. DEFERRAL ELECTIONS BY HOLDERS OF RESTRICTED STOCK AWARDS.
(a) Elections to Defer. At any time more than 120 days prior to the
date on which a Participant becomes vested in any Shares subject to a
Restricted Stock Award granted pursuant to the Plan, a Participant who is a
member of a select group of management or highly compensated employees (within
the meaning of the Employees' Retirement Income Security Act of 1973) may
irrevocably elect, on the form attached hereto as Exhibit "A" (the "Election
Form"), to defer the receipt of all or a percentage of the Shares that would
otherwise be transferred to the Participant upon the vesting of such
Restricted Stock Award (the "Deferred Shares").
(b) Transfer to Deferred Compensation Plan. The Committee shall
transfer any Deferred Shares directly to the Participant's account under the
Company's Deferred Compensation Plan, the terms of which shall thereafter
govern and control future maintenance and distribution of the Deferred Shares
and any earnings attributable to cash dividends paid on Deferred Shares.
13. 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.
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(b) Transactions in which the Company is Not the Surviving Entity. In
the event of (i) the liquidation or dissolution of the Company, (ii) a merger
or consolidation in which the Company is not the surviving entity, or (iii)
the sale or disposition of all or substantially all of the Company's assets
(any of the foregoing to be referred to herein as a "Transaction"), all
outstanding 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.
14. 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.
15. 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
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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.
16. 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.
17. 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.
18. 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.
19. 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.
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(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.
20. 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.
21. 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.
22. 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.
23. 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.
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