<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON April ________, 1997 REGISTRATION NO. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FC BANC CORP.
(Exact name of Registrant as specified in its charter)
OHIO 34-1718070
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Farmers Citizens Bank Building
105 Washington Square, Box 567
Bucyrus, Ohio 44820-0567
(419) 562-7040
(Address of principal executive offices)
FC BANC CORP.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of Plan)
G.W. HOLDEN
105 Washington Square, Box 567
Bucyrus, Ohio 44820-0567
(419) 562-7040
(Name, address, including zip code
& telephone number, including
area code of agent for service)
With a copy to:
Francis X. Grady, Esq.
Grady & Associates
1468 West Ninth Street, Suite 620
Cleveland, Ohio 44113-1220
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title Of Maximum Maximum Amount Of
Securities To Amount To Be Offering Aggregate Registration
Be Registered (1) Registered Price Per Share (2) Offering Price (2) Fee (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without 32,502 $32.71 $1,161,270.40 $351.90
par value
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
Footnotes
- ---------
(1) Includes the exercise of options under the FC Banc Corp. 1997 Stock Option
and Incentive Plan and the resale of such shares by non-affiliated persons
to the public.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(h), based on the book value of the Common Stock as of
March 31, 1997.
</TABLE>
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
The documents containing the information specified in this Item 1 will
be given to participants in the FC Banc Corp. 1997 Stock Option and Incentive
Plan (the "Plan") as specified by Rule 428(b)(1). In accordance with the rules
and regulations of the Securities and Exchange Commission (the "Commission") and
the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as a prospectus
pursuant to Rule 424.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
The documents containing the information specified in this Item 2 will
be given to participants in the Plan as specified in Rule 428(b)(1). In
accordance with the rules and regulations of the Commission and the instructions
to Form S-8, such documents are not being filed with the Commission either as
part of this Registration Statement or as a prospectus pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated herein by reference and made a part hereof:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996.
2. All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (1) above.
3. The section entitled "Description of Registrant's Securities"
contained in the Registrant's Registration Statement on Form 8-A
filed pursuant to Section 12(g) of the Exchange Act on March 6,
1995.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
A legal opinion has been rendered by Grady & Associates to the effect
that when issued in accordance with the Plan, Registrant's common shares will be
duly issued and outstanding and fully paid and non-assessable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13(E) of the Ohio Revised Code grants corporations broad
powers to indemnify directors, officers, employees and agents. Section
1701.13(E) provides:
<PAGE> 3
(E)(1) A corporation may indemnify or agree to 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's 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,
if he had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or 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 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, he had reasonable cause
to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to 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, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against
expenses, including attorney's 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,
except that no indemnification shall be made in respect of any of the
following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that,
the court of common pleas or the court in which such action or suit
was brought determines, 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 as the court of common pleas or such other court shall
deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
divisions (E)(1) and (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under divisions (E)(1) and (2) 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, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in divisions (E)(1) and
(2) of this section. Such determination shall be made as follows:
<PAGE> 4
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding referred to in
division (E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm having
associated with it an attorney, who has been retained by or who has
performed services for the corporation or any person to be indemnified
within the past five years;
(c) By the shareholders; or
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten
days after receipt of such notification, such person shall have the
right to petition the court of common pleas or the court in which such
action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
divisions (E)(1) and (2) of this section, the articles or the
regulations of a corporation state by specific reference to this
division that the provisions of this division do not apply to the
corporation and unless the only liability asserted against a director
in an action, suit, or proceeding referred to in divisions (E)(1) and
(2) of this section is pursuant to section 1701.95 of the Revised
Code, expenses, including attorney's fees, incurred by a director in
defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition
of the action, suit, or proceeding, upon receipt of an undertaking by
or on behalf of the director in which he agrees to do both of the
following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in divisions
(E)(1) and (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices, and shall
continue as to a person who has ceased to be a director, trustee,
<PAGE> 5
officer, employee, member, manager, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for 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, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a 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. Insurance may be
purchased from or maintained with a person in which the corporation
has a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to divisions (E)(1) and (2) of this section does not limit
the payment of expenses as they are incurred, indemnification,
insurance, or other protection that may be provided pursuant to
divisions (E)(5), (6), and (7) of this section. Divisions (E)(1) and
(2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to division (E)(5), (6), or
(7).
(9) As used in this division, references to "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of
such a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand in
the same position under this section with respect to the new or
surviving corporation as he would if he had served the new or
surviving corporation in the same capacity.
Article ELEVENTH of the Registrant's Amended and Restated Articles of
Incorporation provides as follows:
"ELEVENTH: (1) The corporation will indemnify or agree to 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, trustee, officer, employee, or agent of another
corporation (including a subsidiary of this corporation),
domestic or foreign, nonprofit or for profit, partnership,
joint venture, trust, or other enterprise, against expenses,
including attorneys' fees, judgements, 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 judgement,
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, he had reasonable cause to
believe that his conduct was unlawful.
(2) The corporation will indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a
party to any threatened, pending, or completed action of suit
by or in the right of the corporation to procure a judgement
in its favor by reason of the fact
<PAGE> 6
that he is or was a director, officer, employee, or agent or
the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee, or
agent of another corporation (including a subsidiary of this
corporation), domestic or foreign, nonprofit or for profit,
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, 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 for negligence or misconduct in the performance of
his duty to the corporation unless, and only to the extent
that the court of common pleas, 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 as the
court of common pleas or such other court shall deem proper.
(3) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in
sections (1) and (2) of this article, or in defense of any
claim, issue, or matter therein, he shall be indemnified
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection therewith.
(4) No indemnification under sections (1) and (2) of this article,
unless ordered by a court, shall be made by the corporation if
it is determined in the specific case that indemnification of
the director, trustee, officer, employee or agent is not
proper in the circumstances because he has not met the
applicable standard of conduct set forth in sections (1) and
(2) of this article. Such determination shall be made (a) by a
majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to
or threatened with any such action, suit or proceeding, or (b)
if such a quorum is not obtainable or if a majority vote of a
quorum of disinterested directors so directs, in a written
opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation,
or any person to be indemnified within the past five years, or
(c) by the shareholders, or (d) by the court of common pleas
or the court in which such action, suit, or proceeding was
brought. Any determination made by the disinterested directors
under section (4)(a) or by independent legal counsel under
section (4)(b) of this article shall be promptly communicated
to the person who threatened or brought the action or suit by
or in the right of the corporation under section (2) of this
article, and within ten days after receipt of such
notification, such person shall have the right to petition the
court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such
determination.
(5) Expenses, including attorneys' fees, incurred in defending any
action, suit, or proceeding referred to in sections (1) and
(2) of this article, shall be paid by the corporation in
advance of the final disposition of such action, suit, or
proceeding as authorized by the directors in the specific case
upon receipt of a written undertaking by or on behalf of the
director, trustee, officer, employee, or agent to repay such
amount, unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in
this article. If a majority vote of a quorum of disinterested
directors so directs by resolution, said written undertaking
need not be submitted to the corporation. Such a determination
that a written undertaking need not be submitted to the
corporation shall in no way affect the entitlement of
indemnification as authorized by this article.
(6) The indemnification provided by this article shall not be
deemed exclusive of any other rights of which those seeking
indemnification may be entitled under the articles or the
regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person
who has
<PAGE> 7
ceased to be a director, trustee, officer, employee, or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
(7) The corporation may 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, trustee, officer, employee,
or agent of another corporation (including a subsidiary of
this corporation), domestic or foreign, nonprofit or for
profit, 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.
(8) As used in this section, references to "the corporation"
include all constituent corporations in a consolidation or
merger and the new or surviving corporation, so that any
person who is or was a director, officer, employee, or agent
of such a constituent corporation, or is or was serving at the
request of such constituent corporation as a director,
trustee, officer, employee or agent of another corporation
(including a subsidiary of this corporation), domestic or
foreign, nonprofit or for profit, partnership, joint venture,
trust, or other enterprise shall stand in the same position
under this article with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
(9) The foregoing provisions of this article do not apply to any
proceeding against any trustee, investment manager or other
fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent
of this corporation. The corporation will indemnify such named
fiduciaries of its employee benefit plans against all costs
and expenses, judgements, fines, settlements or other amounts
actually and reasonably incurred by or imposed upon said named
fiduciary in connection with or arising out of any claim,
demand, action, suit or proceeding in which the named
fiduciary may be made a party by reason of being or having
been a named fiduciary, to the same extent it indemnifies an
agent of the corporation. To the extent that the corporation
does not have the direct legal power to indemnify, the
corporation will contract with the named fiduciaries of its
employee benefit plans to indemnify them to the same extent as
noted above. The corporation may purchase and maintain
insurance on behalf of such named fiduciary covering any
liability to the same extent that it contracts to indemnify."
Article 7 of the Registrant's Code of Regulations provides that each
director (and his heirs, executors and administrators) shall be indemnified
against expenses, judgments, decrees, fines or penalties to the extent allowed
by Section 1701.13 of the Ohio Revised Code.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a complete list of exhibits filed as a part of or
incorporated by reference in this Registration Statement:
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 FC Banc Corp. 1997 Stock Option and
Incentive Plan
4.2 Form of FC Banc Corp. 1997 Stock Option
and Incentive Plan Agreement
5 Opinion of Grady & Associates
<PAGE> 8
regarding legality
15 Letter on unaudited interim financial
information (Not Applicable)
23.1 Consent of Grady & Associates (included
in opinion in Exhibit 5)
23.2 Consent of Robb, Dixon, Francis,
Davis, Oneson & Company
ITEM 9. UNDERTAKINGS
The undersigned small business issuer hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (b) to reflect in the prospectus any
facts or events which, individually or together, represent a
fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; (c) to include any additional
or changed material information on the plan of distribution;
provided, however, that paragraphs (1)(a) and (1)(b) of this
section do not apply if the registration statement is on Form
S-3 or S-8 and the information required in a post-effective
amendment is incorporated by reference from periodic reports
filed by the small business issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bucyrus, Ohio, on April 23, 1997.
FC BANC CORP.
By: /s/ G.W. Holden
-------------------------------------------
G.W. Holden
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
<PAGE> 9
capacities and on the dates indicated.
/s/ G.W. Holden April 23, 1997
- ---------------------------------------- -----------------------
G.W. Holden, President, Date
Chief Executive Officer and
Director
/s/ Jeffrey A. Wise April 23, 1997
- ---------------------------------------- -----------------------
Jeffrey A. Wise Date
Chief Financial Officer and
Principal Accounting Officer
/s/ David G. Dostal April 23, 1997
- ---------------------------------------- -----------------------
David G. Dostal, Director Date
/s/ Terry L. Gernert April 23, 1997
- ---------------------------------------- -----------------------
Terry L. Gernert, Director Date
/s/ Jerry A. Harrer April 23, 1997
- ---------------------------------------- -----------------------
Jerry A. Harrer, Director Date
- ---------------------------------------- -----------------------
Robert D. Hord, Director Date
- ---------------------------------------- -----------------------
Charles W. Kimmerline, Director Date
- ---------------------------------------- -----------------------
James B. Pigman, Director Date
/s/ James A. Spreng April 23, 1997
- ---------------------------------------- -----------------------
James A. Spreng, Director Date
/s/ Joan C. Stemen April 23, 1997
- ---------------------------------------- -----------------------
Joan C. Stemen, Director Date
<PAGE> 10
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
4.1 FC Banc Corp. 1997 Stock Option and Incentive Plan
4.2 Form of FC Banc Corp. 1997 Stock Option and Incentive Plan
Agreement
5 Opinion of Grady & Associates regarding legality
15 Letter on unaudited interim financial information (Not
Applicable)
23.1 Consent of Grady & Associates (included in Opinion in Exhibit
5)
23.2 Consent of Robb, Dixon, Francis, Davis, Oneson & Company
<PAGE> 1
EX-4.1
<PAGE> 2
FC BANC CORP. APPENDIX A
1997 STOCK OPTION AND INCENTIVE PLAN
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Corporation and its shareholders by providing a means for
attracting and retaining directors, officers and employees of the Corporation
and its Affiliates. It is intended that designated Options granted pursuant to
the provisions of this Plan to persons employed by the Corporation or its
Affiliates will qualify as Incentive Stock Options. Options granted to persons
who are not employees will be Non-Qualified Stock Options.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Corporation, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
"Award" - means the grant of an Incentive Stock Option, a
Non-Qualified Stock Option, a Stock Appreciation Right, Restricted Stock or
other property or securities, or any combination thereof, as provided in the
Plan.
"Award Agreement" - means the agreement evidencing the grant
of an Award made under the Plan.
"Bank" - means The Farmers Citizens Bank, and any successor
entity.
"Cause" or "cause" - means, in connection with termination or
cessation of service as a director, officer or employee of the Corporation or an
Affiliate, personal dishonesty, incompetence, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to perform stated
duties or gross negligence.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 3
hereof.
"Continuous Service" - means the absence of any interruption
or termination of service as a director, officer or employee of the Corporation
or an Affiliate, except that when used with respect to persons granted an
Incentive Option "Continuous Service" means the absence of any interruption or
termination of service as an employee of the Corporation or an Affiliate.
Service shall not be considered interrupted in the case of sick leave, military
leave or any other leave of absence approved by the Corporation or in the case
of transfers between payroll locations of the Corporation or between the
Corporation, its parent, its subsidiaries or its successor.
"Corporation" - means FC Banc Corp., an Ohio corporation.
"Employee" - means any person, including an officer or
director, who is employed by the Corporation or any Affiliate.
"ERISA" - means the Employee Retirement Income Security Act of
1974, as amended.
"Exercise Price" - means (i) in the case of an Option, the
price per Share at which the Shares subject to such Option may be purchased upon
exercise of such Option and (ii) in the case of a Right, the price per Share
which, upon grant, the Committee determines shall be used to calculate the
aggregate value a Participant shall be entitled to receive pursuant to Sections
9 or 12 hereof upon exercise of such Right.
"Incentive Stock Option" - means an option to purchase Shares
granted by the Committee pursuant to Section 6 hereof which is subject to the
limitations and restrictions of Section 8 hereof and is intended to qualify
under Section 422 of the Code. Unless otherwise set forth in the Award
Agreement, any Option that does not qualify as an Incentive Stock Option for any
reason shall be deemed a Non-Qualified Stock Option.
"Market Value" - means the average of the high and low quoted
sales prices on the date in question (or, if there is no reported sale on such
date, on the last preceding date on which any reported sale occurred) of a Share
on the Composite Tape for the New York Stock Exchange-Listed Stocks, or, if on
such date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or, if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securi-
<PAGE> 3
ties exchange registered under the Securities Exchange Act of 1934 on which the
Shares are listed or admitted to trading, or, if the Shares are not listed or
admitted to trading on any such exchange, the mean between the closing high bid
and low asked quotations with respect to a Share on such date on the National
Association of Securities Dealers, Inc., Automated Quotations System, or any
similar system then in use, or, if no such quotations are available, the fair
market value on such date of a Share as the Board of Directors shall determine.
"Non-Employee Director" - means a director who (a) is an
outside director, as defined in Section 162(m) of the Code, and (b) is a
Non-Employee Director, as defined in Rule 16b-3(b)(3) of the Securities and
Exchange Commission or any successor rule thereto.
"Non-Qualified Stock Option" - means an option to purchase
Shares granted by the Committee pursuant to Section 6 hereof which does not
qualify, for any reason, as an Incentive Stock Option under Section 422(b) of
the Code.
"Option" - means an Incentive Stock Option or a Non-Qualified
Stock Option.
"Participant" - means any director, officer or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award and any director of the Corporation who is granted an Award pursuant to
Section 19 hereof.
"Plan" - means the 1997 Stock Option and Incentive Plan of the
Corporation.
"Related" - means (i) in the case of a Right, a Right which is
granted in connection with, and to the extent exercisable, in whole or in part,
in lieu of, an Option or another Right and (ii) in the case of an Option, an
Option which is granted in connection with, and to the extent exercisable, in
whole or in part, in lieu of, a Right or another Option.
"Restricted Stock" - means Shares awarded to a Participant by
the Committee pursuant to Section 10(a) hereof.
"Right" - means a Stock Appreciation Right.
"Shares" - means the shares of Common Stock, par value $2.50
per share, of the Corporation.
"Stock Appreciation Right" - means a stock appreciation right
with respect to Shares granted by the Committee pursuant to the Plan.
3. ADMINISTRATION. The Plan shall be administered by a Committee
consisting of two or more members, each of whom shall be a Non-Employee
Director. The members of the Committee shall be appointed by the Board of
Directors of the Corporation. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board of Directors of the Corporation, the
Committee shall have sole and complete authority and discretion to (i) select
Participants and grant Awards; (ii) determine the number of Shares to be subject
to types of Awards generally, as well as to individual Awards granted under the
Plan; (iii) determine the terms and conditions upon which Awards shall be
granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.
Without in any way limiting the authority of the Committee under the
terms of the Plan, the Committee may provide in any Award Agreement that the
recipient of the Award shall maintain in confidence the amount and terms of his
or her award, except as disclosure thereof may be required under applicable law.
An Award shall be subject to forfeiture at the Committee's discretion for
violation of the confidentiality provisions of an Award Agreement, except
insofar as such Award relates to Options or Rights that have been exercised or
Shares that have become vested by lapse of any applicable restrictions.
A majority of the Committee shall constitute a quorum, and the acts of
a majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. ELIGIBILITY. The Committee may select from time to time Participants
in the Plan from those directors, officers and employees of the Corporation or
its Affiliates who, in the opinion of the Committee, are responsible for or
contribute to the management, growth and profitability of the Corporation and
its Affiliates. The maximum number of Shares with respect to which an Option or
Options may be granted in any one taxable year of the Corporation is 20,000.
2
<PAGE> 4
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 11 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 32,502, plus any Shares surrendered to the Corporation
in payment of the exercise price of Options or Rights issued under the Plan. The
Shares with respect to which Awards may be made under the Plan may be authorized
and unissued shares or issued shares heretofore or hereafter reacquired and held
as treasury shares. Shares that are subject to Related Rights and Related
Options shall be counted only once in determining whether the maximum number of
Shares with respect to which Awards may be granted under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan with
respect to any Option or Right which terminates and new Awards may be granted
under the Plan with respect to the number of Shares as to which such termination
has occurred.
6. GENERAL TERMS AND CONDITIONS OF OPTIONS AND RIGHTS. The Committee
shall have full and complete authority and discretion, except as expressly
limited by the Plan, to grant Options and/or Rights and to provide the terms and
conditions (which need not be identical among Participants) thereof. In
particular, the Committee shall prescribe the following terms and conditions:
(i) the Exercise Price of any Option or Right, which shall not be less than the
Market Value per Share at the date of grant of such Option or Right, (ii) the
number of Shares subject to, and the expiration date of, any Option or Right,
which expiration date shall not exceed ten years from the date of grant, (iii)
the manner, time and rate (cumulative or otherwise) of exercise of such Option
or Right, and (iv) the restrictions, if any, to be placed upon such Option or
Right or upon Shares which may be issued upon exercise of such Option or Right.
Notwithstanding the foregoing, no individual shall be granted Awards with
respect to more than 50% of the total shares subject to the Plan, and no
director who is not an employee of the Corporation shall be granted Awards with
respect to more than 5% of the total Shares subject to the Plan. All directors
who are neither officers or employees of the Corporation, in the aggregate, may
not be granted Awards with respect to more than 30% of the total Shares subject
to the Plan. No Awards shall vest and become exercisable earlier than one year
from the date the Plan is approved by shareholders of the Corporation. No Awards
shall vest and become exercisable at a rate in excess of 20% per year beginning
from the date of grant.
Furthermore, at the time of any Award, the Participant shall enter into
an agreement with the Corporation in a form specified by the Committee, agreeing
to the terms and conditions of the Award and such other matters as the
Committee, in its sole discretion, shall determine (the "Option Agreement").
7. Exercise of Options or Rights.
-----------------------------
(a) Except as provided herein, an Option or Right granted
under the Plan shall be exercisable during the lifetime of the Participant to
whom such Option or Right was granted only by such Participant and, except as
provided in paragraphs (c) and (d) of this Section 7, no such Option or Right
may be exercised unless at the time such Participant exercises such Option or
Right, such Participant has maintained Continuous Service since the date of
grant of such Option or Right.
(b) To exercise an Option or Right under the Plan, the
Participant to whom such Option or Right was granted shall give written notice
to the Corporation in form satisfactory to the Committee (and, if partial
exercises have been permitted by the Committee, by specifying the number of
Shares with respect to which such Participant elects to exercise such Option or
Right) together with full payment of the Exercise Price, if any and to the
extent required. The date of exercise shall be the date on which such notice is
received by the Corporation. Payment, if any is required, shall be made either
(i) in cash (including check, bank draft or money order) or (ii) by delivering
(A) Shares already owned by the Participant and having a fair market value equal
to the applicable exercise price, such fair market value to be determined in
such appropriate manner as may be provided by the Committee or as may be
required in order to comply with or to conform to requirements of any applicable
laws or regulations, or (B) a combination of cash and such Shares.
(c) If a Participant to whom an Option or Right was granted
shall cease to maintain Continuous Service for any reason (excluding death or
disability and termination of employment by the Corporation or any Affiliate for
cause), such Participant may, but only within the period of three months
immediately succeeding such cessation of Continuous Service and in no event
after the expiration date of such Option or Right, exercise such Option or Right
to the extent that such Participant was entitled to exercise such Option or
Right at the date of such cessation; provided, however, that such right of
exercise after cessation of Continuous Service shall not be available to a
Participant if the Committee otherwise determines and so provides in the
applicable instrument or instruments evidencing the grant of such Option or
Right. If a Participant to whom an Option or Right was granted shall cease to
maintain Continuous Service by reason of death or disability then, unless the
Committee shall have otherwise provided in the instrument evidencing the grant
of an Option or Stock Appreciation Right, all Options and Rights granted and not
fully exercisable shall become exercisable in full upon the happening of such
event and shall remain so exercisable (i) in the event of death for the period
described in paragraph (d) of this Section 7 and (ii) in the event of disability
for a period of three months following such date. If the Continuous Service of a
Participant to whom an Option or Right was granted by the Corporation is
terminated for cause, all rights
3
<PAGE> 5
under any Option or Right of such Participant shall expire immediately upon the
giving to the Participant of notice of such termination.
(d) In the event of the death of a Participant while in the
Continuous Service of the Corporation or an Affiliate or within the three month
period referred to in paragraph (c) of this Section 7, the person to whom any
Option or Right held by the Participant at the time of his death is transferred
by will or the laws of descent and distribution, or in the case of an Award
other than an Incentive Stock Option, pursuant to a qualified domestic relations
order, as defined in the Code or Title 1 of ERISA or the rules thereunder may,
but only to the extent such Participant was entitled to exercise such Option or
Right as set forth in paragraph (c) of this Section 7, exercise such Option or
Right at any time within a period of one year succeeding the date of death of
such Participant, but in no event later than ten years from the date of grant of
such Option or Right. Following the death of any Participant to whom an Option
was granted under the Plan, irrespective of whether any Related Right shall have
been granted to the Participant or whether the person entitled to exercise such
Related Right desires to do so, the Committee may, as an alternative means of
settlement of such Option, elect to pay to the person to whom such Option is
transferred by will or by the laws of descent and distribution, or in the case
of an Option other than an Incentive Stock Option, pursuant to a qualified
domestic relations order, as defined in the Code or Title I of ERISA or the
rules thereunder, the amount by which the Market Value per Share on the date of
exercise of such Option shall exceed the Exercise Price of such Option,
multiplied by the number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be considered an exercise of
such Option for all purposes of the Plan.
8. INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only
to Participants who are Employees. Any provision of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the
Corporation and no Incentive Stock Option shall be exercisable more than ten
years from the date such Incentive Stock Option is granted, (ii) the Exercise
Price of any Incentive Stock Option shall not be less than the Market Value per
Share on the date such Incentive Stock Option is granted, (iii) any Incentive
Stock Option shall not be transferable by the Participant to whom such Incentive
Stock Option is granted other than by will or the laws of descent and
distribution, and shall be exercisable during such Participant's lifetime only
by such Participant, (iv) no Incentive Stock Option shall be granted to any
individual who, at the time such Incentive Stock Option is granted, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Corporation or any Affiliate unless the Exercise Price
of such Incentive Stock Option is at least 110 percent of the Market Value per
Share at the date of grant and such Incentive Stock Option is not exercisable
after the expiration of five years from the date such Incentive Stock Option is
granted, and (v) the aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by a Participant in any
calendar year shall not exceed $100,000.
9. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock Appreciation Right was
granted to receive a number of Shares or cash or combination thereof, as the
Committee in its discretion shall determine, the aggregate value of which (i.e.,
the sum of the amount of cash and/or Market Value of such Shares on date of
exercise) shall equal (as nearly as possible, it being understood that the
Corporation shall not issue any fractional shares) the amount by which the
Market Value per Share on the date of such exercise shall exceed the Exercise
Price of such Stock Appreciation Right, multiplied by the number of Shares with
respect of which such Stock Appreciation Right shall have been exercised. A
Stock Appreciation Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in each
case determine. At the time of grant of an Option the Committee shall determine
whether and to what extent a Related Stock Appreciation Right shall be granted
with respect thereto; provided, however, and notwithstanding any other provision
of the Plan, that if the Related Option is an Incentive Stock Option, the
Related Stock Appreciation Right shall satisfy all the restrictions and
limitations of Section 8 hereof as if such Related Stock Appreciation Right were
an Incentive Stock Option and as if other rights which are Related to Incentive
Stock Options were Incentive Stock Options. In the case of a Related Option,
such Related Option shall cease to be exercisable to the extent of the Shares
with respect to which the Related Stock Appreciation Right was exercised. Upon
the exercise or termination of a Related Option, any Related Stock Appreciation
Right shall terminate to the extent of the Shares with respect to which the
Related Option was exercised or terminated.
10. Restricted Stock and Performance Awards.
---------------------------------------
(a) RESTRICTED STOCK. The Committee is hereby authorized to grant
Awards of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock shall be subject to
such restrictions as the Committee may impose (including,
without limitation, any limitation on the right to vote a
Share of Restricted Stock or the right to receive
4
<PAGE> 6
any dividend or other right or property with respect thereto),
which restrictions may lapse separately or in combination at
such time or times, in such installments or otherwise as the
Committee may deem appropriate.
(ii) Stock Certificates. Any Restricted Stock granted under the
Plan shall be evidenced by issuance of a stock certificate or
certificates, which certificate or certificates shall be held
by the Corporation. Such certificate or certificates shall be
registered in the name of the Participant and shall bear an
appropriate legend referring to the restrictions applicable to
such Restricted Stock.
(iii) Forfeiture; Delivery of Shares. Except as otherwise determined
by the Committee, upon Termination of Service during the
applicable restriction period, all Shares of Restricted Stock
at such time subject to restriction shall be forfeited to the
Corporation; provided, however, that the Committee may waive
in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock. Shares representing
Restricted Stock that is no longer subject to restrictions
shall be delivered to the holder thereof promptly after the
applicable restrictions lapse or are waived.
(b) PERFORMANCE AWARDS. The Committee is hereby authorized to grant
performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement. A performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
performance Award granted and the amount of any payment or transfer to be made
pursuant to any performance Award shall be determined by the Committee.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Corporation, the maximum aggregate number
and class of shares as to which Awards may be granted under the Plan and the
number, class and exercise price of shares with respect to which Awards have
been granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive.
12. Effect of Merger and Change in Control.
--------------------------------------
(a) MERGER. In the event of any merger, consolidation or combination of
the Corporation (other than a merger, consolidation or combination in which the
Corporation is the continuing entity and which does not result in the
outstanding Shares being converted into or exchanged for different securities,
cash or other property, or any combination thereof) pursuant to a plan or
agreement the terms of which are binding upon all shareholders of the
Corporation (except to the extent that dissenting shareholders may be entitled,
under statutory provisions or provisions contained in the articles of
incorporation, to receive the appraised or fair value of their holdings), any
Participant to whom an Option or Right has been granted shall have the right
(subject to the provisions of the Plan and any limitation or vesting period
applicable to such Option or Right), thereafter and during the term of each such
Option or Right, to receive upon exercise of any such Option or Right an amount
equal to the excess of the fair market value on the date of such exercise of the
securities, cash or other property, or combination thereof, receivable upon such
merger, consolidation or combination in respect of a Share over the Exercise
Price of such Right or Option, multiplied by the number of Shares with respect
to which such Option or Right shall have been exercised. Such amount may be
payable fully in cash, fully in one or more of the kind or kinds of property
payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of such kind or kinds of property, all in the discretion
of the Committee.
(b) CHANGE IN CONTROL. Each of the events specified in the following
clauses (i) through (iii) of this Section 12(b) shall be deemed a "change in
control": (i) any third person, including a "group," as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Corporation with respect to which 25% or more of the
total number of votes for the election of the Board of Directors of the
Corporation may be cast, (ii) as a result of, or in connection with, any cash
tender offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board of Directors of
the Corporation, or (iii) the shareholders of the Corporation shall approve an
agreement providing either for a transaction in which the Corporation will cease
to be an independent, publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the Corporation. Upon a
change in control, unless the Committee shall have otherwise provided in the
Award Agreement, any restricted period with respect to Restricted Stock awarded
to such Participant shall lapse and all Shares awarded as Restricted Stock shall
5
<PAGE> 7
become fully vested in the Participant to whom such Shares were awarded. If a
tender offer or exchange offer for Shares (other than such an offer by the
Corporation) is commenced, or if the event specified in clause (iii) above shall
occur, unless the Committee shall have otherwise provided in the Award
Agreement, all Options and Stock Appreciation Rights granted and not fully
exercisable shall become exercisable in full upon the happening of such event;
provided, however, that no Option or Stock Appreciation Right that has
previously been exercised or otherwise terminated shall become exercisable.
13. ASSIGNMENTS AND TRANSFERS. No Award nor any right or interest of a
Participant under the Plan in any instrument evidencing any Award under the Plan
may be assigned, encumbered or transferred except, in the event of the death of
a Participant, by will or the laws of descent and distribution or in the case of
Awards other than Incentive Stock Options pursuant to a qualified domestic
relations order, as defined in the Code or Title I of ERISA or the rules
thereunder.
14. EMPLOYEE RIGHTS UNDER THE PLAN. No director, officer or employee
shall have a right to be selected as a Participant nor, having been so selected,
to be selected again as a Participant and no director, officer, employee or
other person shall have any claim or right to be granted an Award under the Plan
or under any other incentive or similar plan of the Corporation or any
Affiliate. Neither the Plan nor any action taken thereunder shall be construed
as giving any employee any right to be retained in the employ of the Corporation
or any Affiliate.
15. DELIVERY AND REGISTRATION OF STOCK. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933 or any other Federal, state or local
securities legislation or regulation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or other
action eliminating the necessity of such representation under the Securities Act
of 1933 or other applicable securities law. The Corporation shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such
shares to listing on any stock exchange on which Shares may then be listed, and
(ii) the completion of such registration or other qualification of such Shares
under any state or Federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
16. WITHHOLDING TAX. Upon the termination of the restricted period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Corporation shall have the right to require the Participant or
other person receiving such shares to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such shares,
or, in lieu thereof, to retain or sell without notice, a sufficient number of
shares held by it to cover the amount required to be withheld. The Corporation
shall have the right to deduct from all dividends paid with respect to shares of
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments.
The Corporation shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Right under the Plan any taxes required
by law to be withheld with respect to such cash payments. Where a Participant or
other person is entitled to receive Shares pursuant to the exercise of an Option
or Right pursuant to the Plan, the Corporation shall have the right to require
the Participant or such other person to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such Shares,
or, in lieu thereof, to retain, or sell without notice, a number of such Shares
sufficient to cover the amount required to be withheld.
All withholding decisions pursuant to this Section 16 shall be at the
sole discretion of the Committee or the Corporation.
17. AMENDMENT OR TERMINATION. The Board of Directors of the Corporation
may amend, suspend or terminate the Plan or any portion thereof at any time, but
(except as provided in Section 11 hereof) no amendment shall be made without
approval of the shareholders of the Corporation which shall (i) increase the
aggregate number of Shares with respect to which Awards may be made under the
Plan (except pursuant to Section 11), (ii) materially increase the benefits
accruing to Participants, (iii) materially change the requirements as to
eligibility for participation in the Plan or (iv) change the class of persons
eligible to participate in the Plan; provided, that no such amendment,
suspension or termination shall impair the rights of any Participant, without
his consent, in any Award made pursuant to the Plan.
18. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective
upon its adoption by shareholders of the Corporation. It shall continue in
effect for a term of ten years unless sooner terminated under Section 17 hereof.
19. INITIAL GRANT. Following adoption of this Plan by the shareholders
of the Corporation at the Corporation's 1997 Annual Meeting of Shareholder of
the Corporation, each member of the Board of Directors of the Corporation who is
not an
6
<PAGE> 8
Employee shall be granted a ten-year, Non-Qualified Stock Option to purchase 900
shares at an Exercise Price per share equal to the Market Value per share of the
Shares on the date of grant. Any director who is elected or appointed hereafter,
but during the term of the Plan, who is not then an Employee shall be granted a
ten-year, Non-Qualified Stock Option to purchase 900 shares at an Exercise Price
per share equal to the Market Value per share of the Shares on the date of
grant, the number of Shares being subject to possible adjustment as provided in
Section 11 in the event of intervening changes in capitalization; provided,
however, that no director shall receive more than one Award pursuant to this
Section 19.
Each Option issued under this Section 19 shall be evidenced by a
Non-Qualified Stock Option Agreement in a form approved by the Board of
Directors and shall be subject in all respects to the terms and conditions of
this Plan, which are controlling. All Options granted pursuant to this section
shall vest and become exercisable in five equal annual installments, with the
first installment vesting and becoming exercisable on the first anniversary of
the date of grant, subject to the Director maintaining Continuous Service with
the Corporation or its Affiliates since the date of grant.
<PAGE> 1
EX-4.2
<PAGE> 2
AGREEMENT
This AGREEMENT is entered into by and between ______________ (the "Participant")
and FC Banc Corp. (the "Company") as of the date written below.
RECITALS
1. Pursuant to the FC Banc Corp. 1997 Stock Option and Incentive Plan (the
"Plan"), the Committee (as defined in the Plan) has granted to the
Participant a Stock Option (as defined in the Plan) subject to the
terms and conditions set forth in the Plan, this Agreement, and the
grant attached to this Agreement as Exhibit A. A copy of the Plan, as
currently in effect, is incorporated herein by reference and is
attached hereto.
2. The Participant desires to accept the grant and the Company desires to
provide any benefits that become payable pursuant to the grant in
accordance with the terms of the Plan, this Agreement and the grant.
NOW, THEREFORE, the Company and the Participant agree to terms set forth below:
1. Any benefit provided to the Participant (or any other person)
pursuant to the grant of the Stock Option to such Participant
shall be determined in accordance with the terms of the Plan
and the grant, which are incorporated into this Agreement by
reference, except to the extent otherwise specifically
provided in this Agreement or any amendment to this Agreement.
2. The exercise of the Stock Option pursuant to the grant is
conditioned upon the acceptance by the Participant of the
terms of the Plan, this Agreement and the grant, as evidenced
by his execution of this Agreement in the space provided
below, and the return of an executed original of this
Agreement to the Secretary of the Company no later than
__________, 199__.
3. The Participant and the Company may amend this Agreement in
writing to the extent permitted under the terms of the Plan.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on this
_________ day of ______________________________ , 199__.
FC BANC CORP.
BY:
-------------------------
----------------------------
PARTICIPANT
<PAGE> 3
EXHIBIT A
GRANT
Pursuant to the terms of the FC Banc Corp. 1997 Stock Option and Incentive Plan
(the "Plan"), the Committee hereby grants an option to purchase from the Company
the number of shares of Stock at the purchase price per share as set forth
below:
1. STOCK OPTION
Name of Participant:
------------------
Number of Shares covered by Option
------------------
Option Price per Share
------------------
Date of Grant
------------------
Type of Option
----------------------
Incentive/Non-Qualified
Exercise Schedule:
Exercise Period
---------------
Number of Shares Commencement Expiration
Subject to Option Date Date
----------------- ---- ----
2. DURATION OF STOCK OPTION
Except as otherwise set forth in Section 1, above, or in the Plan, the
option granted hereunder shall be exercisable while the Participant
remains in the service of the Company, or any Subsidiary or Affiliate
within a nine(9) year period commencing on the first anniversary of the
date the option is granted. The duration and exercisability of the
option granted hereunder upon separation of service from the Company or
any Subsidiary or Affiliate shall be governed by the terms of the Plan.
3. EXERCISABILITY AND DISTRIBUTION
The Participant shall exercise the option granted hereunder, in whole
or in part, by submitting a written statement to the Committee at the
address of the Company at the time of such exercise, setting forth the
number of shares of stock of the Company which the Participant is
purchasing. The date of exercise is the date on which such written
statement is received by the Company. Such written statement shall be
accompanied by a certified check in the amount of the purchase price.
The Committee shall determine within a reasonable period of time of
receipt of such written notice and certified check and in accordance
with the terms of the Plan, whether such exercise shall be satisfied by
means of a distribution of shares of stock and a cash payment equal to
the spread value or only by means of shares of stock. The Committee
shall notify the Participant in writing of its decision with respect to
satisfying the exercise of the option granted hereunder, and shall take
all action necessary to distribute to the Participant in a timely
manner the cash payment and/or shares of stock.
4. CONDITION TO EXERCISABILITY
The exercise of the option granted hereunder is conditioned upon the
acceptance by the Participant of the terms of the Plan, a stock option
agreement and this grant, as evidenced by his execution and the return
of the Agreement to the Secretary of the Company no later than
____________, 1997.
5. CONFIDENTIALITY
<PAGE> 4
By accepting the grant of an option hereunder, the Participant agrees
to maintain in strictest confidence and not to disclose the amount and
terms of the option granted hereunder, except as disclosure thereof may
be required by applicable law and except as the Committee may permit
such disclosure. In the event of breach of this confidentiality
agreement, the Participant acknowledges and agrees that the option
granted hereunder will, except as the Committee may otherwise decide,
be forfeited. Such forfeiture shall affect such option only to the
extent that the option shall not have been exercised.
6. GENERAL
Unless specifically defined in this grant, all terms initially
capitalized shall have the meaning assigned to them in the Plan.
IN WITNESS WHEREOF, the members of the Committee hereby execute this grant on
this ____ day of ___________, 199__.
-----------------------
-----------------------
-----------------------
<PAGE> 1
EX-5
<PAGE> 2
April 23, 1997
Board of Directors
FC Banc Corp.
105 Washington Square, Box 567
Bucyrus, Ohio 44820-0567
RE: FORM S-8 REGISTRATION STATEMENT
Gentlemen and Ladies:
We are rendering this opinion in connection with the Form S-8
Registration Statement (the "Registration Statement") filed by FC Banc Corp.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or about the date hereof. The Registration Statement
relates to 32,502 shares of the Company's Common Stock, no par value, (the
"Shares") offered pursuant to the provisions of the Company's 1997 Stock Option
and Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined such corporate documents, records, certificates, and papers, and
have made an examination of such legal matters, and have taken such other steps
as deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
To the extent that this opinion is based upon factual information, we
have relied upon certain representations and certifications made by the
executive management of the Company, and we have no reason to believe that
reliance thereon is unwarranted.
For the purposes of this opinion, we have assumed the genuineness of
all signatures on all documents submitted to us, assumed the authenticity of all
documents submitted as originals to us and the conformity to the original
documents of all copies of documents submitted to us.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the options or other awards granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable. No other opinion should be inferred as to any other matters not
specifically covered herein. The opinion expressed herein is expressed solely to
the addressee hereof, who may rely thereon, and this opinion shall not be deemed
to be extended to any other person.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement covering the Shares.
Sincerely yours,
/s/ Grady & Associates
Grady & Associates
<PAGE> 1
EX-23.1
<PAGE> 1
EX-23.2
<PAGE> 2
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of the registration statement on Form S-8 for FC Banc Corp.
1997 Stock Option and Incentive Plan of our report dated February 7, 1997 on the
consolidated financial statements of FC Banc Corp., which report is included in
FC Banc Corp.'s 1996 Annual Report on Form 10-KSB.
/s/ Robb, Dixon, Francis, Davis, Oneson & Company
---------------------------------
Robb, Dixon, Francis, Davis, Oneson & Company
Granville, Ohio
April 23, 1997
