SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
FFW CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
<PAGE>
[FFW CORPORATION LETTERHEAD]
September 25, 1998
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of FFW Corporation
(the "Company"), we cordially invite you to attend the Annual Meeting (the
"Meeting") of Stockholders of the Company. The Meeting will be held at 2:30
p.m., Wabash, Indiana time, on October 27, 1998, at the office of the Company
located at 1205 North Cass Street, Wabash, Indiana.
An important aspect of the meeting process is the stockholder vote on
corporate business items. I urge you to exercise your rights as a stockholder to
vote and participate in this process. Stockholders are being asked to elect two
directors of the Company, to approve the adoption of the 1998 Omnibus Incentive
Plan, and to ratify the appointment of Crowe, Chizek and Company LLP as the
company's auditors. Accordingly, your Board of Directors unanimously recommends
that you vote for each of the proposals.
We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed Proxy Statement and then
complete, sign and date the enclosed proxy card and return it in the
accompanying postpaid return envelope as promptly as possible. This will save
the Company additional expense in soliciting proxies and will ensure that your
shares are represented at the Meeting.
Thank you for your attention to this important matter.
Very truly yours,
/s/NICHOLAS M. GEORGE
---------------------
Nicholas M. George
President and Chief Executive Officer
<PAGE>
FFW CORPORATION
1205 North Cass Street
Wabash, Indiana 46992
(219) 563-3185
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 27, 1998
Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of FFW Corporation ("FFW" or the "Company") will be held at the
office of the Company located at 1205 North Cass Street, Wabash, Indiana, at
2:30 p.m. Wabash, Indiana time, on October 27, 1998.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of two directors of the Company;
2. The approval of the 1998 Omnibus Incentive Plan;
3. The ratification of the appointment of Crowe, Chizek and
Company LLP as auditors for the Company for the fiscal year
ended June 30, 1999;
and such other matters as may properly come before the Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on September 17,
1998, are the stockholders entitled to vote at the Meeting, and any adjournments
thereof.
You are requested to complete and sign the enclosed proxy card which is
solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The proxy will not be used if you attend and vote at the
Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/WAYNE W. REES
----------------
Wayne W. Rees
Chairman of the Board and Secretary
Wabash, Indiana
September 25, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
FFW CORPORATION
1205 North Cass Street
Wabash, Indiana 46992
(219) 563-3185
ANNUAL MEETING OF STOCKHOLDERS
October 27, 1998
This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of FFW Corporation ("FFW" or the "Company")
of proxies to be used at the Annual Meeting of Stockholders of the Company (the
"Meeting") which will be held at the office of the Company, located at 1205
North Cass Street, Wabash, Indiana, on October 27, 1998, at 2:30 p.m., Wabash,
Indiana time, and all adjournments of the Meeting. The accompanying Notice of
Meeting and this Proxy Statement are first being mailed to stockholders on or
about September 25, 1998. Certain of the information provided herein relates to
First Federal Savings Bank of Wabash ("First Federal" or the "Bank"), a wholly
owned subsidiary of the Company.
At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors of the Company; (ii) approval of
the adoption of the 1998 Omnibus Incentive Plan; and (iii) the ratification of
the appointment of Crowe, Chizek and Company LLP as the Company's auditors for
the fiscal year ending June 30, 1999.
Vote Required and Proxy Information
All shares of Company common stock ("Common Stock") represented at the
Meeting by properly executed proxies received prior to or at the Meeting, and
not revoked will be voted at the Meeting in accordance with the instructions
thereon. If no instructions are indicated, properly executed proxies will be
voted for the nominees and the adoption of the proposals set forth in this Proxy
Statement. The Company does not know of any matters, other than those described
in the Notice of the Meeting, that are to come before the Meeting. If any other
matters are properly presented at the Meeting for action, the persons named in
the enclosed proxy card and acting thereunder will have the discretion to vote
on such matters in accordance with their best judgment.
The Company maintains an Employee Stock Ownership Plan ("ESOP") which
owns approximately 7.63% of the Company's common stock and in which employees of
the Company and the Bank participate. Pursuant to the terms of the ESOP, each
ESOP participant has the right to direct the trustee of the ESOP how to vote the
shares of Common Stock allocated to his or her account under the ESOP. If an
ESOP participant properly executes the proxy distributed by the trustee of the
ESOP, the ESOP trustee will vote the shares represented by that proxy at the
Meeting. Where an ESOP participant specifies a choice, the proxy will be voted
in accordance with the ESOP participant's instructions. If no specific direction
is given, the ESOP trustee will vote the shares "FOR" the election of
management's nominees for directors of the Company and "FOR" each of the other
proposals described in this Proxy Statement. If other matters are presented at
the Meeting, the shares for which proxies have been received will be voted in
accordance with the discretion of the proxies. The trustee of the ESOP will vote
the unallocated ESOP shares in the same proportion as voted allocated shares.
Directors shall be elected by a plurality of the votes present in
person or represented by proxy at the Meeting and entitled to vote on the
election of directors. Adoption of the 1998 Omnibus Incentive Plan and of the
appointment of Crowe, Chizek and Company LLP as auditors for the year ending
June 30, 1999 requires the affirmative vote of the majority of shares present in
person or represented by proxy at the
<PAGE>
Meeting and entitled to vote on the matter. With regard to the election of
directors, votes may be cast in favor of or withheld from each nominee; votes
that are withheld will be excluded entirely from the vote and will have no
effect. Abstentions may be specified on all proposals except the election of
directors and will be counted as present for purposes of the item on which the
abstention is noted. Abstentions on the proposal to adopt the 1998 Omnibus
Incentive Plan or to ratify Crowe, Chizek and Company LLP as the Corporation's
auditors will have the effect of a negative vote since that proposal requires
the affirmative vote of a majority of the shares present in person or by proxy
and entitled to vote at the Meeting. A broker non-vote (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owners or other persons as to certain proposals on which
such beneficial owners or persons are entitled to vote their shares but with
respect to which the brokers or nominees have no discretionary power to vote
without such instructions) will have no effect on the outcome of the election of
directors, the adoption of the 1998 Omnibus Incentive Plan or ratification of
auditors.
A proxy given pursuant to the solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy; (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Wayne W.
Rees, Secretary, FFW Corporation, 1205 North Cass Street, Wabash, Indiana 46992.
Voting Securities and Principal Holders Thereof
Stockholders of record as of the close of business on September 17,
1998 (the "Voting Record Date"), will be entitled to one vote for each share
then held. As of that date, the Company had 1,458,032 shares of Common Stock
issued and outstanding. The following table sets forth information, as of the
Voting Record Date, regarding share ownership of: (i) those persons or entities
known by management to beneficially own more than five percent of the Company's
Common Stock and (ii) all directors and officers as a group. See "Proposal I -
Election of Directors" for beneficial share ownership of the directors and the
Chief Executive Officer.
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Percent
Beneficial Owner Owned(1) of Class
---------------- -------- --------
<S> <C> <C>
FFW Corporation, Inc. Employee Stock Ownership Plan 111,190 7.63%
1025 North Cass Street
Wabash, IN 46992-1027(2)
The Midwest Bank Fund II, L.P.; Bank Fund III, L.P.; Bank Fund IV, L.P.; 124,022 8.51
Bank Fund III Trust; and Bank Fund IV Trust (collectively, the "Funds")
208 S. LaSalle Street
Chicago, Illinois 60604(3)
Mr. and Mrs. Nicholas M. George(4) 128,081 8.59
4185 S 550 W
Wabash, IN 46992
Directors and executive officers of the Company and the Bank as a group 412,956 27.54
(8 persons)(5)
</TABLE>
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(1) All amounts reported in this column have been adjusted to reflect the
two-for-one stock split paid by the Company in the form of a 100% stock
dividend on December 31, 1997 (the "Stock Dividend").
2
<PAGE>
(2) The amount reported represents shares held by the Employee Stock
Ownership Plan ("ESOP"), 92,623 of which were allocated to accounts of
participants. Pursuant to the terms of the ESOP, each ESOP participant
has the right to direct the voting of shares of Common Stock allocated
to his or her account. Ronald J. Metz, the trustee of the ESOP, may be
deemed to beneficially own the shares held by the ESOP which have not
been allocated to the accounts of participants or shares which are not
voted by participants. Unallocated shares will be voted by the trustee
in the same proportion as the voted allocated shares.
(3) As reported in an amended Schedule 13D filed with the Securities and
Exchange Commission ("SEC") on or about August 2, 1996. The Midwest
Bank Fund II, L.P., Bank Fund III, L.P., the Bank Fund III Trust, the
Bank Fund IV, L.P. and the Bank Fund IV Trust reported sole voting and
dispositive powers as to 8,718 shares (17,436 shares, as adjusted for
the Stock Dividend), 10,403 (20,806) shares, 31,890 (63,780) shares,
2,512 (5,042) shares, and 8,479 (16,958) shares of Common Stock,
respectively.
(4) Includes 33,520 shares held directly by Mr. George, 38,590 shares held
jointly with Mrs. George, 3,998 shares held directly by Mrs. George,
2,000 shares held jointly by Mr. George and his son, 33,750 shares
subject to options granted to Mr. George under the 1992 Stock Option
Plan and Incentive Plan ("Stock Option Plan") and 16,223shares
allocated to Mr. George's account under the ESOP.
(5) Includes shares held directly, as well as, jointly with family members,
and shares held in retirement accounts in a fiduciary capacity or by
certain family members, with respect to which shares the listed
individuals or group members may be deemed to have sole voting and
investment power. This table also includes 23,404 shares allocated to
the accounts of officers under the ESOP, 41,650 shares subject to
options granted under the Company's Stock Option Plan to directors and
executive officers and 21,274 shares held directly by Mr. Vollmer whose
retirement will become effective on October 27, 1998.
PROPOSAL I - ELECTION OF DIRECTORS
General
The Company's Board of Directors is divided into three classes, each of
which contains approximately one-third of the Board. Directors of the Company
are generally elected to serve for a three-year period or until their respective
successors are elected and qualified. The Company's Board of Directors currently
consists of seven members. Each of the directors of the Company has served in
such capacity since its incorporation in December 1992.
Effective October 27, 1998, Director Maynard E. Vollmer will retire and
resign as a director of the Company. The Board of Directors has adopted a
resolution, effective simultaneously with Director Vollmer's retirement, to
amend the Company's bylaws to decrease the number of directors from seven
members to six members. Accordingly, as of the date of the Meeting, there will
not be a vacancy on the Board of directors resulting from the resignation of Mr.
Vollmer. To make the number of directors in each class equal, Nicholas M. George
has been nominated to stand for re-election to the class of 2001 at this Meeting
and, upon election, will resign from the class of directors in which he is
serving effective October 27, 1998.
<PAGE>
The table below sets forth certain information, as of the Voting Record
Date, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified as set forth in
the following table. It is intended that the proxies solicited on behalf of the
Board of Directors (other than proxies in which the vote is withheld as to a
nominee) will be voted at the Meeting "For" the election of the nominees
identified below. If a nominee is unable to serve, the shares represented by all
valid proxies will be voted for the election of such substitute nominee as the
Board of Directors may recommend. At this time, the Board of Directors knows of
no reason why any nominee may be unable to serve, if elected. Except as
disclosed herein, there are no arrangements or understandings between the
nominee and any other person pursuant to which the nominee was selected.
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common
Term Stock
Director to Beneficially Percent
Name Age Position(s) Held in the Company Since(1) Expire Owned(2) of Class
---- --- ------------------------------- -------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Nominees
Nicholas M. George 51 President and Chief Executive Officer 1977 2001 128,081(3) 8.59%
Joseph W. McSpadden 50 Director 1987 2001 20,874(4) 1.43
Directors Continuing in Office
Thomas L. Frank 55 Director 1987 1999 33,824 2.32
J. Stanley Myers 51 Director 1985 1999 35,114 2.40
Wayne W. Rees 60 Chairman of the Board and Secretary 1983 2000 50,874 3.49
Ronald D. Reynolds 51 Director 1991 2000 20,924 1.44
</TABLE>
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(1) Includes service as a director of the Bank.
(2) The nature of beneficial ownership for shares reported in this column
is sole voting and investment power, except as otherwise noted in these
footnotes. All amounts reported under this column have been adjusted
for the Stock Dividend. Included in the shares beneficially owned by
the named individuals are options to purchase shares of Common Stock as
follows: Mr. George - 33,750 shares; Mr. McSpadden - 0 shares; Mr.
Frank - 2,450 shares; Mr. Myers - 5,450 shares; Mr. Rees -0 shares; and
Mr. Reynolds - 0 shares.
(3) See footnote 4 on page 3 for additional information regarding shares
beneficially owned by Mr. George.
(4) Excludes 1,000 shares of stock held by a corporation in which Mr.
McSpadden is a minority shareholder. Mr. McSpadden expressly disclaims
beneficial ownership with respect to such shares.
The principal occupation of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.
Nicholas M. George. Mr. George is the President and Chief Executive
Officer of the Company, a position he has held since December 1992. Mr. George
is also President and Chief Executive Officer of First Federal, a position he
has held for the past 20 years. Mr. George joined First Federal as a vice
president in 1972 and was promoted to President in 1976. Mr. George has
responsibility for the overall management and establishment of First Federal's
objectives, policies, and strategic plans. He assists in the overall
administration of First Federal, including the implementation of and reporting
on policies and plans adopted by the Board of Directors. He also serves as
President and Director of FirstFed Financial of Wabash, Inc., the Company's
subsidiary, a position he has held since 1989.
<PAGE>
Joseph W. McSpadden. Mr. McSpadden is the Vice President and part owner
of Beauchamp & McSpadden, an insurance agency located in Wabash, Indiana.
Thomas L. Frank. Mr. Frank is the Comptroller for B. Walter & Company,
a manufacturer of wood furniture and products located in Wabash, Indiana.
J. Stanley Myers. Mr. Myers is the owner and operator of ServiSoft
Water Conditioning, Inc., a soft water appliance company located in Wabash,
Indiana.
4
<PAGE>
Wayne W. Rees. Mr. Rees is the owner and publisher of The Paper of
Wabash County, Inc., a newspaper published in Wabash, Indiana. Mr. Rees has been
Chairman of the Board and Secretary of the Company since December 1992. Mr. Rees
has served as Chairman of the Bank's Board of Directors since July 1992.
Ronald D. Reynolds. Mr. Reynolds is the owner of J. M. Reynolds Oil
Co., Inc., an oil supply company located in Wabash, Indiana.
Meetings and Committees of the Board of Directors
Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. The Board of Directors met
12 times during fiscal 1998. During fiscal 1998, no incumbent director of the
Company attended fewer than 75% of the aggregate of the total number of Board
meetings and the total number of meetings held by the committees of the Board of
Directors on which he served.
The Board of Directors of the Company has standing audit, stock option
and nominating committees, as well as other committees which meet as needed.
The Audit Committee recommends independent auditors to the Board,
reviews the results of the auditors' services, reviews with management and the
internal auditors the systems of internal control and internal audit reports and
assures that the books and records of the Company are kept in accordance with
applicable accounting principles and standards. The members of the Audit
Committee are Directors George, Frank and McSpadden. During the fiscal year
ended June 30, 1998, this Committee met 4 times.
The Stock Option Committee is composed of Directors Frank, Reynolds and
Vollmer. This Committee is responsible for administering the Company's Stock
Option Plan and reviews compensation and benefit matters. This Committee met two
times during the fiscal year ended June 30, 1998.
The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing (as prescribed by the
Bylaws) to the Secretary of the Company at least 30 days before the date of the
Meeting; provided, however, that in the event that less than 40 days' notice of
the date of the Meeting is given or made to stockholders, notice by the
stockholder must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed. This Committee met one time during the fiscal year ended June 30, 1998.
Meetings and Committees of the Bank. Meetings of the Bank's Board of
Directors are generally held on a monthly basis. The Board of Directors met 12
times during the fiscal year ended June 30, 1998. During fiscal 1998, no
incumbent director of the Bank attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served.
The Bank has standing, audit, personnel/compensation, and nominating
committees. The Bank also has other Committees which meet as needed to review
various other functions of the Bank.
The Audit Committee of the Bank is composed of Directors George, Frank
and McSpadden. The Audit Committee meets on a quarterly basis to review budgets
and is responsible for reviewing the annual audit report and reporting to the
full Board of Directors. This committee also meets with the Bank's external
5
<PAGE>
auditors prior to the annual audit to review audit procedures. This committee
met four times during the fiscal year ended June 30, 1998.
The Personnel/Compensation Committee of the Bank establishes and
reviews compensation, bonuses, benefits and the personnel policies of the Bank.
The current members of this committee are Directors Vollmer, Frank and Reynolds.
This committee meets at least annually on an as needed basis. The committee met
two times during the fiscal year ended June 30, 1998.
The Nominating Committee of the Bank is comprised of the entire board
of directors. The committee makes written nominations prior to the annual
meeting. This committee held one meeting during fiscal 1998.
Director Compensation
Cash Compensation. The Company's directors are paid a fee of $200 per
meeting attended for serving on the Company's Board of Directors. No fee is paid
for membership on the Company's committees. All present members of the Company's
Board of Directors are also members of the Bank's Board of Directors. All Bank
directors, other than the Chairman, receive a fee of $700 per meeting attended.
The Chairman of the Bank receives a fee of $800 per meeting attended. No fees
are paid to directors of the Bank for committee membership.
Deferred Compensation Plan ("DCP"). In 1986, the Bank adopted the DCP
for the benefit of its directors. The DCP is a voluntary deferred compensation
plan which permits directors of the Bank to defer receipt of all or a portion of
their regular board fees. This plan was established to hold and attract quality
directors by providing a retirement benefit in amounts related to Board fees
deferred annually. Under the DCP, a participant or his beneficiary, will receive
retirement payments (equal to the amount deferred plus interest accrued thereon)
payable in monthly installments upon retirement from the Board at age 70.
If the director's service on the Board ceases for any reason other than
death or disability, prior to age 70, amounts deferred pursuant to the DCP will
be held by the Bank until the director reaches age 70. In the event of death or
disability of the director while serving on the Bank's board, monthly or annual
payments will be made to the director or his designated beneficiary. In the
event of the director's death following retirement, the remaining benefits will
be paid to the designated beneficiary. These benefit payments are not subject to
any reduction for Social Security benefits or other offset amounts. Until
disbursed, the amounts due and payable under the DCPs continue to be assets of
the Bank, subject to the claims of general creditors. During fiscal 1998, no
directors were deferring compensation pursuant to the DCP.
Executive Compensation
The following table sets forth information regarding compensation paid
to the Chief Executive Officer of the Company for services rendered during the
fiscal year ended June 30, 1998. No other executive officer made in excess of
$100,000 during the fiscal year ended June 30, 1998.
6
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term Compensation
-------------------------------
Annual Compensation (1) Awards Payouts
----------------------- -------------------------------
Restricted
Stock Options/ LTIP All Other
Salary Bonus Award(s) SARs Payouts Compensation
Name and Principal Position Year ($)(2) ($) ($) (#) ($) ($)
--------------------------- ---- -------- ------- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Nicholas M. George 1998 $115,134 $30,062 --- --- --- $5,314(3)
President and CEO 1997 110,699 24,019 --- --- --- 4,706
1996 100,462 17,880 --- --- --- 5,684
</TABLE>
- -----------
(1) Mr. George did not receive any additional benefits or perquisites which
exceeded, in the aggregate, the lesser of 10% of his salary and bonus,
or $50,000.
(2) Includes $7,085, $5,963 and $5,488 of compensation deferred at the
individual's election pursuant to the 401(k) Plan and $10,800, $10,200
and $9,000 paid for service as a director for fiscal 1998, 1997 and
1996, respectively.
(3) Includes the Bank's contributions of $3,542 to Mr. George's account
under the 401(k) Plan and of $1,772 of disability insurance premiums
paid by the Bank during fiscal 1998.
The following table sets forth information regarding the number and
value of stock options at June 30, 1998 held by the Company's Chief Executive
Officer. No stock options or stock appreciation rights were granted to Mr.
George during fiscal 1998.
<TABLE>
<CAPTION>
Aggregate Option Exercises in Last Fiscal Year And FY-End Option Values
Shares Number of Unexercised Value of Unexercised In-the-Money
Acquired Value Options at FY-End(#) Options at FY-End ($)(1)
on Exercise Realized ---------------------------- ---------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- --- --- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Nicholas M. George 8,500 $114,750 33,750 --- $414,113 $ ---
</TABLE>
- -----------
(1) Represents the aggregate market value (market price of the Common Stock
less the exercise price) of the option granted based upon the average
of the bid and asked price of $17.27 per share of the Common Stock as
reported on the Nasdaq system on June 30, 1998.
<PAGE>
Employment Agreement and Salary Continuation Plan
Employment Agreements. The Bank has an employment agreement with
Nicholas M. George, as well as with certain other executive officers, each for a
three-year term. The employment agreements provide for an annual base salary as
determined by the Board of Directors. Salary increases are reviewed not less
often than annually thereafter, and are subject to the sole discretion of the
Board of Directors. The employment contracts provide for an extension for one
additional year upon authorization by the Board of Directors at the end of each
year. The contracts provide for termination upon the employee's death, for cause
or upon certain events specified by Office of Thrift Supervision ("OTS")
regulations. The employment contracts are terminable by the respective employee
upon 90 days' notice to the Bank. The employment contracts provide for payment
to the employee, in the event there is a change in control of the Company or the
Bank, as defined in such agreement, where employment terminates involuntarily in
connection with such change in control or within 12 months thereafter, of the
remaining salary payable under the contract, plus a termination payment equal to
299% of the respective employee's highest salary in effect under the employment
contract at any time during the 12 months prior to the date of termination,
provided that total payments made to each employee under his or her respective
employment agreement may not exceed three times the employee's annual salary or
an amount that would cause certain adverse tax consequences to the
7
<PAGE>
Bank and the employee under Section 280G of the Internal Revenue Code of 1986,
as amended (the "Code"). Assuming a change in control were to take place as of
June 30, 1998, the aggregate amount payable to Mr. George pursuant to this
change in control provision would be approximately $354,929.
Each contract contains a provision which prohibits the employee, for a
period of one year, from, directly or indirectly, owning, managing, operating or
controlling, or participating in the ownership, management, operation or control
of, or be employed by or connected in any manner with, any financial institution
having an office located within 20 miles of any office of the Bank at the date
of the employee's termination. The contracts provide, among other things, for
participation in an equitable manner in employee benefits applicable to
executive personnel. These employment contracts may have an "anti-takeover"
effect that could affect a proposed future acquisition of control of the Bank.
Salary Continuation Plan. Effective October 1992, the Bank adopted a
salary continuation plan for the benefit of Mr. George in order to encourage Mr.
George's continued employment with the Bank until November 1, 2011 (the
"retirement date"). The plan provides cash benefits to Mr. George or his
designated beneficiary upon Mr. George's retirement, early retirement or death
while employed by the Bank, provided that Mr. George gives the Bank six months'
written notice of any early retirement. This cash benefit, as described in the
plan, is increased for each year Mr. George remains employed by the Bank. The
Bank has purchased an annuity to fund its obligations under this plan.
In the event Mr. George voluntarily terminates his employment with the
Bank for any reason other than death, Mr. George would be entitled to receive
$70,090 at June 30, 1998. In the event of Mr. George's death, his beneficiary
would be entitled to receive $394,267 at June 30, 1998.
Certain Transactions
The Bank, like many financial institutions, has followed a policy of
granting to officers, directors and employees loans secured by the borrower's
residence and consumer loans. All loans to the Bank's officers and directors are
made in the ordinary course of business and on the same terms, including
interest rate and collateral, and conditions as those of comparable transactions
prevailing at the time, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
PROPOSAL II - RATIFICATION OF THE ADOPTION OF FFW CORPORATION'S
1998 OMNIBUS INCENTIVE PLAN
General
The Company's Board of Directors has adopted the 1998 Omnibus Incentive
Plan (the "Omnibus Plan"), subject to approval by stockholders at the Meeting.
The Omnibus Plan is comparable in structure and purpose to plans adopted by a
number of public companies and is similar to the Company's 1992 Stock Option and
Incentive Plan. All awards authorized under the Company's 1992 Stock Option and
Incentive Plan have been granted. Accordingly, the Board adopted the Omnibus
Plan in order to continue to promote the long-term interests of the Company and
its stockholders by providing a flexible and comprehensive means for attracting
and retaining directors, advisory directors, emeritus directors, officers and
employees of the Company and its affiliates.
<PAGE>
The Board of Directors believes that it is appropriate for the Company
to maintain a flexible and comprehensive plan which permits the granting of a
variety of long-term incentive awards to directors, advisory directors, emeritus
directors, officers and employees as a means of enhancing and encouraging the
recruitment and retention of those individuals on whom the continued success of
the Company most depends. However, because the awards are granted only to
persons affiliated with the Company, the adoption of and granting of awards
under the Omnibus Plan could make it more difficult for a third party to acquire
control
8
<PAGE>
of the Company and therefore could discourage offers for the Company's stock
that may be viewed by the Company's stockholders to be in their best interest.
In addition, certain provisions included in the Company's Certificate of
Incorporation and Bylaws may discourage potential takeover attempts,
particularly those that have not been negotiated directly with the Board of
Directors of the Company. Included among these provisions are provisions (i)
limiting the voting power of shares held by persons owning 10% or more of the
Common Stock, (ii) requiring a super-majority vote of stockholders for approval
of certain business combinations, (iii) establishing a staggered Board of
Directors, (iv) requiring that special meetings of stockholders be called only
by the Board of Directors, and (v) authorizing the issuance of a class of
preferred stock with terms established by the Board of Directors. Certain of
these provisions could prevent the sale or merger of the Company even where a
majority of the stockholders approve of such transaction. In addition, federal
regulations prohibit the beneficial ownership of more than 10% of the stock of a
converted savings institution or its holding company without prior approval of
the OTS. Federal law and regulations also require OTS approval prior to the
acquisition of "control" (as defined in the regulations) of an insured
institution, including a holding company thereof. These regulations could have
the effect of discouraging takeover attempts of the Company.
The complete text of the Omnibus Plan is attached as Appendix A to this
Proxy Statement. The principal features of the Omnibus Plan are summarized
below.
Shares Subject to the Plan
The Omnibus Plan provides for awards in the form of stock options,
stock appreciation rights ("SARs"), and restricted stock. Awards representing
142,000 shares, or 8.0% of the shares of Common Stock outstanding as of
September 17, 1998, will be reserved for issuance under the Omnibus Plan. Shares
of Company common stock subject to an award under the Omnibus Plan may be from
either authorized but unissued shares or reacquired shares held by the Company
in its treasury. Management currently intends, to the extent practicable and
feasible, to fund awards granted under the Omnibus Plan with shares purchased by
the Company in the open market and held as treasury shares. To the extent the
Company utilizes authorized but unissued Common Stock to fund the exercise of
stock options or SARs, or to grant restricted stock, such actions will have the
effect of diluting the holdings of persons who own Common Stock. Assuming all
awards under the Omnibus Plan are funded through the use of authorized but
unissued Common Stock, current stockholders would be diluted by approximately
8.0%.
Any shares subject to an award which expires, is terminated
unexercised, or otherwise forfeited by the holder thereof will again be
available for issuance under the Omnibus Plan. Each award shall be on such terms
and conditions, consistent with the Omnibus Plan, as the committee administering
the plan may determine. No person may be granted awards under the Omnibus Plan
during any calender year with respect to more than 71,000 shares of Common
Stock, subject to adjustment in the event of certain changes in the
capitalization of the Company.
<PAGE>
Administration
The Plan is administered by a Committee of three members of the Board
of Directors of the Company (the "Committee"), each of whom, as required by the
Omnibus Plan, is (i) an outside director as defined under Section 162(m) of the
Internal Revenue Code of 1986 (the "Code"), as amended, and (ii) a Non-Employee
Director as defined in the rules under Section 16(b) of the Securities Exchange
Act of 1934, as amended. The members of the Committee are Directors Thomas L.
Frank, Ronald D. Reynolds and Maynard E. Vollmer. In granting awards under the
Omnibus Plan, the Committee considers, among other things, position and years of
service, the value of an individual's service to the Company and its affiliates,
and the responsibilities of such individual as an employee, director and/or
officer of a public company.
9
<PAGE>
Eligibility
All directors, advisory directors, emeritus directors, officers and
employees of the Company and its affiliates are eligible to participate in the
Omnibus Plan.
Award Descriptions
The Omnibus Plan authorizes the Committee to grant the awards described
below. The Committee may, however, establish the terms, conditions and
restrictions particular to a grant of an award, provided such terms, conditions
and restrictions are not inconsistent with the provisions of the Omnibus Plan.:
Stock Options. A stock option gives the option grantee (the "holder") a
legally enforceable right against the option grantor (i.e., the Company) to
purchase shares of Common Stock at some time in the future at a specified price.
The option holder has no obligation to exercise the option and purchase the
Common Stock, and the Company has no right to require the option holder to do
so. If the Common Stock subject to the option has value at least equal to the
option exercise price, the option holder will most likely want to exercise his
option and purchase the Common Stock. Conversely, if the value of the Common
Stock has decreased below the option price, the option holder generally will not
want to exercise the option.
The Committee may grant either "Incentive Stock Options" as defined
under Section 422 of the Code or stock options not intended to qualify as such
("Non-Qualified Stock Options"). Incentive Stock Options, unlike Non-Qualified
Stock Options, are entitled to special tax treatment under the Code. The tax
treatment of both Incentive Stock Options and Non-Qualified Stock Options is
discussed under "Federal Income Tax Consequences" below.
Incentive Stock Options may be granted only to employees of the Company
and its affiliates. NonQualified Stock Options may be granted to any eligible
participant under the Omnibus Plan. The term of an Incentive Stock Option
generally may not exceed ten years from the date of grant. The term of a
NonQualified Stock Option granted under the Omnibus Plan may not exceed 15 years
from the date of grant.
The exercise price of a stock option is determined by the Committee.
The exercise price is the price per share at which the shares of Common Stock
subject to the option may be purchased by the option holder upon exercise of
such option. Under the Code, the exercise price of an Incentive Stock Option
generally may not be less than 100% of the market value of the shares covered by
the option on the date of grant. NonQualified stock options may be granted by
the Committee at above or below market prices, however, the Committee will
generally grant such options at the market price of the Common Stock on the date
of the grant. Option holders may pay the exercise price in cash, shares of
Common Stock, or a combination of both.
Stock Appreciation Rights. An SAR provides the holder of such an award
the right to receive the value of the appreciation in the Common Stock's value
that has occurred since the issuance of the SAR without having to purchase the
underlying Common Stock. Under the Omnibus Plan, the holder of an SAR, upon
exercise thereof, will be entitled to receive a number of shares of Common
Stock, cash, or a combination thereof, as the Committee shall determine. An SAR
may be related to an option or granted independently of an option.
<PAGE>
The Committee will determine the exercise price and term of each SAR,
provided that (i) the term of a SAR may not exceed 15 years and (ii) an SAR
related to an option which is an Incentive Stock Option must satisfy all
requirements pertaining to Incentive Stock Options (e.g., exercise price, term,
etc.). SARs are generally exercisable to the same extent and in the same manner
as stock options, as described above.
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<PAGE>
Restricted Stock. The Committee may grant to participants of the
Omnibus Plan shares of Common Stock, subject to such restrictions as the
Committee may impose, if any. The restrictions generally imposed by the
Committee under the Omnibus Plan will relate to a vesting schedule tied to the
grantee's continuous service with the Company or its affiliates. In such
situations, the grantee of restricted stock typically will have all of the
rights of stockholders generally, including the right to receive dividends on
and to vote the shares of restricted stock. The grantee of such restricted
stock, however, generally may not sell, assign, transfer, pledge or otherwise
encumber any of the shares of restricted stock awarded to him or her during the
restricted period.
Termination of Service
Set forth below is a summary of the effects of termination of service
to the Company or an affiliate thereof of a participant to whom an award has
been granted under the Omnibus Plan. The Committee may, however, establish
different terms and conditions particular to the effect of termination, provided
the same are not inconsistent with the terms of the Omnibus Plan.
Stock Options and SARs. In the event the holder of an option or SAR
terminates service with the Company and/or its affiliate by reason of early or
normal retirement, such holder may exercise his or her option or SAR within a
three month period from the date of termination of service in the case of an
Incentive Stock Option (and an SAR related to an Incentive Stock Option), and
one year from the date of termination of service in the case of a Non-Qualified
Stock Option (and SAR not related to an Incentive Stock Option), but in no event
after the expiration date of the award. If the holder of an option or SAR is
terminated for cause, all rights under such option or SAR will expire
immediately. In the event the holder of an option or SAR terminates service with
the Company or its affiliate by reason of total or partial disability, such
holder may exercise his or her option or SAR within a one year period from the
date of termination of service (but in no event after the expiration date of the
award). In the event of the holder's death while in the service of the Company
or its affiliate, or during the time periods referred to above, the person to
whom the option or SAR is transferred may, within a period of two years
immediately following the death of the holder (and in no event after the
expiration date of such option or SAR) exercise such option or SAR to the extent
that the holder was entitled to exercise the option or SAR immediately prior to
his or her death.
Restricted Stock. A grantee of restricted stock whose service with the
Company is terminated for any reason other than death, disability or normal or
early retirement, shall forfeit and return all shares of restricted stock as to
which applicable restrictions had not yet lapsed. In the event of the death,
disability or normal or early retirement of the grantee of restricted stock, all
shares subject to restrictions at time of such event will become free of such
restrictions.
Transferability of Awards
Incentive Stock Options (or SARs related to Incentive Stock Options)
awarded under the Omnibus Plan may be transferred only by will or the laws of
inheritance. Awards other than Incentive Stock Options (or SARs related to
Incentive Stock Options) may be transferred by will or the laws of inheritance,
or during the lifetime of the holder pursuant to a qualified domestic relations
order or by gift to any member of the holder's immediate family or to a trust
for the benefit of any member of the holder's immediate family.
<PAGE>
Effect of Merger and Other Adjustments
Unless the Committee provides otherwise (i) in the event of a merger or
other business combination of the Company in which the Company is not the
surviving entity, the holder of an option or SAR will have the right to receive
upon exercise of such award an amount equal to the excess of the fair market
value (on the date of exercise of such option or SAR) of the securities or other
consideration receivable in the merger in respect of a share of Common Stock
over the exercise price of the option or SAR, multiplied by the
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<PAGE>
number of shares of Common Stock with respect to which the option or SAR is
exercised and (ii) upon a change in control of the Company, any restrictions,
including vesting periods, with respect to any outstanding options, SARs or
restricted stock will immediately lapse and all such awards will become fully
vested.
Shares as to which awards may be granted under the Omnibus Plan, and
shares then subject to awards, will be adjusted by the Committee in the event of
any merger, consolidation, reorganization, recapitalization, stock dividend,
stock split or other change in the corporate structure of the Company.
Amendment and Termination
The Board of Directors of the Company may at any time amend, suspend or
terminate the Omnibus Plan, except that any such action will be subject to the
approval of the Company's stockholders if such approval is required by
applicable laws or regulations or by the rules of any stock exchange or
quotation system on which the shares of Common Stock may then be listed or
quoted. No change to an outstanding option, SAR or restricted stock which
impairs the rights or benefits of any holder thereof may be made without the
consent of such holder.
Federal Income Tax Consequences
Under present federal income tax laws, awards under the Omnibus Plan
will have the following tax consequences:
(1) The grant of an award, by itself, will generally neither
result in the recognition of taxable income to the holder nor
entitle the Company to a deduction at the time of such grant.
However, the grant of an award of cash or property other than
a stock option, SAR or restricted stock (except as provided
below) will generally result in the recognition of ordinary
income by the holder and entitle the Company to a
corresponding deduction at the time of grant.
(2) In order to qualify as an Incentive Stock Option, a stock
option must meet the conditions contained in Section 422 of
the Code, including the requirement that the shares acquired
upon the exercise of the stock option be held for one year
after the date of exercise and two years after the grant of
the option. The exercise of an Incentive Stock Option will
generally not, by itself, result in the recognition of taxable
income to the holder nor entitle the Company to a deduction at
the time of such exercise. However, the difference between the
exercise price and the fair market value of the option shares
on the date of exercise is an item of tax preference which
may, in certain situations, trigger the alternative minimum
tax.
(3) If the shares acquired upon exercise of an Incentive Stock
Option are not held for at least one year after transfer of
such shares to the holder or two years after the grant of the
Incentive Stock Option, whichever is later, the holder will
recognize ordinary income or loss upon disposition of the
shares in an amount equal to the difference between the
exercise price and the fair market value on the date of
exercise of the shares. In such an event, the Company will
generally be entitled to a corresponding deduction, provided
the Company meets its federal withholding tax obligations. The
holder will also recognize capital gain or loss on the
disposition of such shares in an amount equal to the
<PAGE>
difference, if any, between the sale price and the fair market
value of the shares on the date of exercise of the Incentive
Stock Option; such capital gain or loss will be characterized
as long-term if the shares were held for more than one year
after the date of exercise of the Incentive Stock Option. The
Company will not be entitled to a corresponding deduction for
such capital gain or loss. If the shares are held by the
holder for one year after the Incentive Stock Option is
exercised and two years after the Incentive Stock Option was
granted, the holder
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<PAGE>
will recognize a long-term capital gain or loss upon
disposition of the shares and the Company will not be entitled
to a corresponding deduction. The amount of such gain or loss
will be equal to the difference between the amount realized by
the holder upon disposition of the shares and the amount paid
by the holder for such shares.
(4) The exercise of a Non-Qualified Stock Option will result in
the recognition of ordinary income by the holder on the date
of exercise in an amount equal to the difference between the
exercise price and the fair market value on the date of
exercise of the shares acquired pursuant to the stock option.
The Company will be allowed a deduction at the time and in the
amount of any ordinary income recognized by the holder upon
the exercise of a NonQualified Stock Option, provided the
Company meets its federal tax withholding obligations. Upon
sale of the shares acquired upon exercise of Non-Qualified
Stock Option, any appreciation or depreciation in the value of
such shares from the time of exercise will result in the
recognition of a capital gain or loss by the holder. Such gain
or loss will be long-term capital gain or loss if the holder
held the shares for more than one year following exercise of
the Non-Qualified Stock Option.
(5) The exercise of an SAR will result in the recognition of
ordinary income by the holder on the date of exercise in an
amount of cash, and/or the fair market value on that date of
the shares, acquired pursuant to the exercise. The Company
will be entitled to a corresponding deduction.
(6) Grantees of restricted stock will recognize ordinary income on
the date that the restricted stock is no longer subject to a
substantial risk of forfeiture, in an amount equal to the fair
market value of the shares on that date. In certain
circumstances, a grantee of restricted stock may elect to
recognize ordinary income and determine such fair market value
on the date of the grant of such stock. Grantees of restricted
stock will also recognize ordinary income equal to their
dividend or dividend equivalent payments when such payments
are received. Generally, the amount of income recognized such
persons will be a deductible expense for tax purposes for the
Company.
Awards
The Committee has not granted or are proposed to grant any awards under
the Omnibus Plan as of the date of this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
APPROVAL OF THE OMNIBUS INCENTIVE PLAN.
PROPOSAL III - RATIFICATION OF THE APPOINTMENT OF AUDITORS
The Board of Directors has renewed the Company's arrangement for Crowe,
Chizek and Company LLP to be its auditors for the 1999 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of Crowe, Chizek and Company LLP is expected to attend the
Meeting to respond to appropriate questions and will have an opportunity to make
a statement if he so desires.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF CROWE, CHIZEK AND COMPANY LLP AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 1999.
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STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials
for the next Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's main office located at
1205 North Cass Street, Wabash, Indiana 46992, no later than June 30, 1999. Any
such proposal shall be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934 as amended. Otherwise, any stockholder
proposal to take action at such meeting must be received at the Company's
executive office, at 1205 North Cass Street, Wabash, Indiana 46992 on or before
September 27, 1999 (30 days prior to next years anticipated annual meeting
date). In the event that the date of next year's annual meeting changes, a
stockholder proposal must be received not later than 30 days prior to the new
date of such annual meeting; provided, however, that in the event that less than
40 days notice or prior disclosure of the new date of annual meeting is given or
made to stockholders, notice of a proposal by a stockholder to be timely must be
received not latter than the close of business on the tenth day following the
day on which notice of the new date of the annual meeting was mailed or public
announcement of the new date of such meeting was first made. All stockholder
proposals must also comply with the Company's bylaws and Delaware law.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock (or any other equity securities, of which there is
none), to file with the Securities and Exchange Commission (the "SEC") initial
reports of ownership and reports of changes in ownership of the Company's Common
Stock. Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended June 30, 1998, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with except for the following:
(1) Mr. George inadvertently failed to timely file a Form 4
relating to the exercise of 8,500 options on May 5, 1998. Mr.
George filed a Form 5 on August 13, 1998 to report the
exercise of these options.
(2) Mr. Frank inadvertently failed to timely file Form 4s to
report the exercise of 3,000 options on January 12, 1998 and
the purchase of 50 shares of Common Stock on March 3, 1998.
Mr. Frank filed a Form 4 on March 3, 1998 to report the
exercise of these options and a Form 5 on August 13, 1998 to
report the purchase of 50 shares of Common Stock.
(3) Mr. Rees inadvertently failed to timely file a Form 4 to
report the exercise of 5,282 options on October 7, 1997. On
November 17, 1997, he filed a Form 4 reporting the exercise.
(4) Mr. Reynolds failed to timely file a Form 4 to report the
exercise of 3,450 options on January 9, 1998. On March 3,
1998, he filed a Form 4 reporting the exercise; and
<PAGE>
(5) Ms. Sanders failed to timely file Form 4s to report the
exercise of 3,000 options on September 3, 1997 and 7,106
options on December 2, 1997. Ms. Sanders filed Form 4s on
November 17, 1997 and March 3, 1998 to disclose the option
exercises.
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OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that holders of the proxies will act in accordance with their best
judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and/or the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
15
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APPENDIX A
FFW CORPORATION
1998 OMNIBUS INCENTIVE PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Company and its stockholders by providing a means for
attracting and retaining directors, advisory directors, emeritus directors,
officers and employees of the Company and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Company as such terms are defined in Section 425(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee under this Plan of
an Incentive Stock Option, a NonQualified Stock Option, a Stock Appreciation
Right or Restricted Stock, or any combination thereof, as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant
of an Award made under the Plan.
"Cause" -- means termination of service by reason of personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties or gross
negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3
hereof.
"Company" -- means FFW Corporation and any successor thereto.
"Continuous Service" -- means the absence of any interruption
or termination of service as a director, advisory director, emeritus director,
officer or employee of the Company or an Affiliate, except that when used with
respect to a person granted an Incentive Stock Option means the absence of any
interruption or termination of service as an employee of the Company or an
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
an Affiliate, or in the case of transfers between payroll locations of the
Company or its Affiliate.
"Early Retirement" -- means retirement from employment with or
as a director, advisory director, or emeritus director of the Company prior to
the Participant either (i) having reached the age of 55 or (ii) having
maintained Continuous Service for at least three years.
"ERISA" -- means the Employee Retirement Income Security Act
of 1974, as amended.
<PAGE>
"Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee which is intended to qualify as an Incentive Stock
Option under Section 422 of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed a NonQualified Stock Option.
"Market Value" -- means the closing high bid quotation with
respect to a Share on the date in question on The Nasdaq Stock Market, or any
similar system then in use, or, if the Shares are not then traded on The Nasdaq
Stock Market or any similar system, the closing sales price on such date (or, if
there is no reported sale on such date, on the last preceding date on which any
reported sale occurred) of a Share on the Composite Tape for New York Stock
Exchange-Listed Stocks, or, if on such date the Shares are not quoted on the
Composite Tape, on the New York Stock Exchange, or if the Shares are not listed
or admitted to trading on such Exchange, on the principal United States
securities exchange registered under the Securities Exchange Act of 1934 (the
"Exchange Act") on which the Shares
A-1
<PAGE>
are listed or admitted to trading, or, if the Shares are not listed or admitted
to trading on any such exchange, the fair market value on such date of a Share
as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee which does not qualify, for any reason, as an
Incentive Stock Option under Section 422 of the Code.
"Normal Retirement" -- means retirement from employment with
or as a director, advisory director, or emeritus director of the Company after
the Participant has (i) reached the age of 65 and (ii) maintained Continuous
Service for at least three years.
"Option" -- means an Award granted by the Committee to a
Participant pursuant to Section 5(a) hereof.
"Participant" -- means any director, advisory director,
emeritus director, officer or employee of the Company or any Affiliate who is
selected by the Committee to receive an Award.
"Plan" -- means this 1998 Omnibus Incentive Plan of the
Company.
"Related" -- means (i) in the case of a Stock Appreciation
Right, a Stock Appreciation Right which is granted in connection with, and to
the extent exercisable, in whole or in part, in lieu of, an Option or another
Stock Appreciation Right and (ii) in the case of an Option, an Option with
respect to which and to the extent a Stock Appreciation Right is exercisable, in
whole or in part, in lieu thereof.
"Restricted Stock" -- means an Award granted by the Committee
to a Participant pursuant to Section 5(c) hereof.
"Shares" -- means the shares of common stock of the Company.
"Stock Appreciation Right" -- means an Award granted by the
Committee to a Participant pursuant to Section 5(b) hereof.
"Ten Percent Holder" -- means any individual who owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company and any Affiliate.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board of Directors of the Company, each
of whom (i) shall be an outside director as defined under Section 162(m) of the
Code and the regulations thereunder and (ii) shall be a Non-Employee Director as
defined under Rule 16(b) of the Securities Exchange Act of 1934 or any similar
or successor provision. The members of the Committee shall be appointed by the
Board of Directors of the Company. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board of Directors of the Company,
the Committee shall have sole and complete authority and discretion to (i)
select Participants and grant Awards; (ii) determine the number of Shares to be
subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the terms and conditions upon which Awards shall
be granted under the Plan; (iv) prescribe the form and terms of instruments
evidencing such grants; and (v) establish from time to time regulations for the
administration of the Plan, interpret the Plan, and make all determinations
deemed necessary or advisable for the administration of the Plan.
<PAGE>
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. Shares Subject to Plan.
(a) Subject to adjustment by the operation of Section 7, the
maximum number of Shares with respect to which Awards may be made under the Plan
is 142,000 Shares. The Shares with respect to which Awards may be made under the
Plan may be either authorized and unissued shares or previously issued shares
reacquired and held as treasury shares. Shares which are subject to Related
Stock Appreciation Rights and Related Options shall be counted only once in
determining whether the maximum number of Shares with respect to which Awards
may be granted under
A2
<PAGE>
the Plan has been exceeded. An Award shall not be considered to have been made
under the Plan with respect to any Option or Stock Appreciation Right which
terminates or with respect to Restricted Stock which is forfeited, and new
Awards may be granted under the Plan with respect to the number of Shares as to
which such termination or forfeiture has occurred.
(b) During any calendar year, no Participant may be granted
Awards under the Plan of more than 71,000 Shares, subject to adjustment as
provided in Section 7.
5. Awards.
(a) Options. The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the Plan
as the Committee shall determine, including the granting of Options in tandem
with other Awards under the Plan:
(i) Exercise Price. The exercise price per Share for
an Option shall be determined by the Committee; provided that,
in the case of an Incentive Stock Option, the exercise price
thereof shall not be less than 100% of the Market Value of a
Share on the date of grant of such Option; provided further
that, in the case of an Incentive Stock Option granted to a
Ten Percent Holder, the exercise price thereof shall not be
less than 110% of the Market Value of a Share on the date of
grant of such Option.
(ii) Option Term. The term of each Option shall be
fixed by the Committee, but shall be no greater than 15 years;
provided that, in the case of an Incentive Stock Option, the
term of such Option shall not exceed ten years; provided
further that, in the case of an Incentive Stock Option granted
to a Ten Percent Holder, the term of such option shall not
exceed five years.
(iii) Time and Method of Exercise. Except as provided
in paragraph (a) of Section 6, no Option granted hereunder may
be exercised unless at the time the Participant exercises such
Option, such Participant has maintained Continuous Service
since the date of grant of such Option. To exercise an Option
under the Plan, the Participant to whom such Option was
granted shall give written notice to the Company in form
satisfactory to the Committee (and, if partial exercises have
been permitted by the Committee, by specifying the number of
Shares with respect to which such Participant elects to
exercise such Option) together with full payment of the
exercise price, if any and to the extent notice is received by
the Company. Payment, if any is required, shall be made either
(i) in cash (including check, bank draft or money order) or
(ii) by delivering (A) Shares already owned by the Participant
and having a fair market value equal to the applicable
exercise price, such fair market value to be determined in
such appropriate manner as may be provided by the Committee or
as may be required in order to comply with or to conform to
requirements of any applicable laws or regulations, or (B) a
combination of cash and such Shares.
<PAGE>
(iv) Option Agreements. At the time of a grant an
Option, the Participant shall enter into an Award Agreement
with the Company in a form specified by the Committee,
agreeing to the terms and conditions of the Award and such
other matters as the Committee shall in its sole discretion
determine.
(v) Limitations on Value of Exercisable Incentive
Stock Options. The aggregate Market Value of the Shares with
respect to which Incentive Stock Options are exercisable for
the first time by a Participant in any calendar year shall not
exceed $100,000.
(vi) Eligible Recipients of Incentive Stock Options.
Incentive Stock Options may be granted by the Committee only
to officers or employees of the Company or its Affiliates.
(b) Stock Appreciation Rights. The Committee is hereby
authorized to grant Stock Appreciation Rights to Participants with the following
terms and conditions and with such additional terms and conditions not
inconsistent with the provisions of the Plan as the Committee shall determine:
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(i) General. A Stock Appreciation Right shall, upon
its exercise, entitle the Participant to whom such Stock
Appreciation Right was granted to receive a number of Shares
or cash or combination thereof, as the Committee in its
discretion shall determine, the aggregate value of which
(i.e., the sum of the amount of cash and/or Market Value of
such Shares on date of exercise) shall equal (as nearly as
possible, it being understood that the Company shall not issue
any fractional shares) the amount by which the Market Value
per Share on the date of such exercise shall exceed the
exercise price of such Stock Appreciation Right, multiplied by
the number of Shares with respect to which such Stock
Appreciation Right shall have been exercised.
(ii) Related Options. A Stock Appreciation Right may
be Related to an Option or may be granted independently of any
Option as the Committee shall from time to time in each case
determine. If the Related Option is an Incentive Stock Option,
the Related Stock Appreciation Right shall satisfy all
restrictions and the limitations imposed on Incentive Stock
Options under paragraph (a) of this Section 5 (including,
without limitation, restrictions on exercise price and term).
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.
(iii) Exercise Price and Term. The exercise price and
term of each Stock Appreciation Right shall be fixed by the
Committee; provided that, that the term of a Stock
Appreciation Right shall not exceed 15 years (subject to the
further limitations imposed under subparagraph (ii) above).
(iv) Stock Appreciation Right Agreements. At the time
of a grant of a Stock Appreciation Right, the Participant
shall enter into an Award Agreement with the Company in a form
specified by the Committee, agreeing to the terms and
conditions of the Award and such other matters as the
Committee shall in its sole discretion determine.
(v) Time and Method of Exercise. Except as provided
in paragraph (a) of Section 6, no Stock Appreciation Right may
be exercised unless at the time the Participant exercises such
Stock Appreciation Right, such Participant has maintained
Continuous Service since the date of grant of such Stock
Appreciation Right. To exercise a Stock Appreciation Right
under the Plan, the Participant to whom such Stock
Appreciation Right was granted shall give written notice to
the Company in form satisfactory to the Committee (and, if
partial exercises have been permitted by the Committee, by
specifying the number of Shares with respect to which such
Participant elects to exercise such Stock Appreciation Right)
together with full payment of the exercise price, if any and
to the extent required. The date of exercise shall be the date
on which such notice is received by the Company. Payment, if
<PAGE>
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) Restricted Stock. The Committee is hereby authorized to
grant Shares of Restricted Stock to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock shall be
subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to
vote a Share of Restricted Stock or the right to receive any
dividend or other right or property with respect thereto),
which restrictions may lapse separately or in combination at
such time or times, in such installments or otherwise as the
Committee may deem appropriate. During the period of time in
which the Shares awarded as Restricted Stock are subject to
the restrictions contemplated herein (a "Restricted Period"),
unless otherwise permitted by the Plan or by the Committee as
provided in the applicable Award Agreement, such Shares may
not be sold, assigned, transferred, pledged or otherwise
encumbered by the Participant. A Participant to whom Shares of
Restricted Stock have been awarded shall have all
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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, subject to any limitations set
forth in a Participant's Award Agreement.
(ii) Restricted Stock Agreements. At the time of a
grant of Shares of Restricted Stock, the Participant shall
enter into an Award Agreement with the Company in a form
specified by the Committee, agreeing to the terms and
conditions of the Award and such other matters as the
Committee shall in its sole discretion determine.
(iii) Stock Certificates. Any Shares of Restricted
Stock granted under the Plan shall be evidenced by issuance of
a stock certificate or certificates, which certificate or
certificates shall be held by the Company. Such certificate or
certificates shall be registered in the name of the
Participant and shall bear the following (or similar) legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the
terms and conditions (including forfeiture) contained
in the Company's 1998 Omnibus Incentive Plan and an
Agreement entered into between the registered owner
and the Company. Copies of such Plan and Agreement
are on file in the offices of the Secretary of the
Company, 1205 N. Cass Street, Wabash, Indiana
46992-0419."
(iv) Removal of Restrictions. Shares representing
Restricted Stock that are no longer subject to restrictions
shall be delivered to the holder thereof promptly after the
applicable restrictions lapse or are waived.
6. Termination of Service.
(a) Options and Stock Appreciation Rights.
(i) If a Participant to whom an Option or Stock
Appreciation Right was granted shall cease to maintain
Continuous Service for any reason (including Early or Normal
Retirement, but excluding total or partial disability, death
and termination of employment by the Company or any Affiliate
for Cause), such Participant may, but only within the three
month period, in the case of an Incentive Stock Option, or one
year period, in the case of a Non-Qualified Stock Option or
Stock Appreciation Right, immediately succeeding such
cessation of Continuous Service and in no event after the
expiration date of such Option or Stock Appreciation Right,
exercise such Option or Stock Appreciation Right to the extent
that such Participant was entitled to exercise such Option or
Stock Appreciation Right at the date of such cessation of
Continuous Service. If the Continuous Service of a Participant
to whom an Option or Stock Appreciation Right was granted by
the Company is terminated for Cause, all rights under any
Option or Stock Appreciation Right of such Participant shall
expire immediately upon the giving to the Participant of
notice of such termination.
<PAGE>
(ii) If a Participant to whom an Option or Stock
Appreciation Right was granted shall cease to maintain
Continuous Service due to total or partial disability (as
defined in Section 22(e)(3) of the Code), such Participant
may, but only within the one year period immediately
succeeding such cessation of Continuous Service and in no
event after the expiration date of such Option or Stock
Appreciation Right, exercise such Option or Stock Appreciation
Right to the extent that such Participant was entitled to
exercise such Option or Stock Appreciation Right at the date
of such cessation of Continuous Service.
(iii) In the event of the death of a Participant
while in the Continuous Service of the Company or an Affiliate
or within the periods referred to in paragraphs (a)(i) and
(a)(ii) of this Section 6, the person to whom any Option or
Stock Appreciation Right held by the Participant at the time
of his or her death is transferred by will or the laws of
descent and distribution or in the case of an Award other than
an Incentive Stock Option, pursuant to a qualified domestic
relations order, as defined in the Code or Title I of ERISA or
the rules thereunder, or as otherwise permitted to be
transferred under Section 10 of the Plan may, but only within
the period of two years immediately succeeding the date of
death of such Participant, and in no event after the
expiration date of such
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<PAGE>
Option or Stock Appreciation Right, exercise such Option or
Stock Appreciation Right to the extent that such Participant
was entitled to exercise such Option or Stock Appreciation
Right immediately prior to his death. Following the death of
any Participant to whom an Option was granted under the Plan,
irrespective of whether any Related Stock Appreciation Right
shall have theretofore been granted to the Participant or
whether the person entitled to exercise such Related Stock
Appreciation Right desires to do so, the Committee may, as an
alternative means of settlement of such Option, elect to pay
to the person to whom such Option is transferred as permitted
by Section 10 of this Plan, the amount by which the Market
Value per Share on the date of exercise of such Option shall
exceed the exercise price of such Option, multiplied by the
number of Shares with respect to which such Option is properly
exercised. Any such settlement of an Option shall be
considered an exercise of such Option for all purposes of the
Plan.
(iv) Notwithstanding the provisions of subparagraphs
(i) through (iii) above, the Committee may, in its sole
discretion, establish different terms and conditions
pertaining to the effect of termination to the extent
permitted by applicable federal and state law.
(b) Restricted Stock. Except as otherwise provided in this
Plan or a Participant's Award Agreement, if a Participant ceases to maintain
Continuous Services (i) for any reason (other than death, total or partial
disability or Normal or Early Retirement), all Shares of Restricted Stock
previously awarded to such Participant and which at the time of such termination
of Continuous Service are subject to the restrictions imposed by paragraph
(c)(i) of Section 5 shall upon such termination of Continuous Service be
forfeited and returned to the Company and (ii) by reason of death, total or
partial disability or Normal or Early Retirement, all Shares of Restricted Stock
previously granted to such Participant and which at the time of such termination
of Continuous Service are subject to the restrictions imposed by paragraph
(c)(i) of Section 5 shall upon such termination of Continuous Service be free of
restrictions and shall not be forfeited.
7. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares and exercise price of the Award, if any, as to which Awards may
be granted under the Plan and the number and class of shares and exercise price
of the Award, if any, with respect to which Awards have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination shall
be conclusive. Any Award which is adjusted as a result of this Section 7 shall
be subject to the same restrictions as the original Award.
8. Effect of Merger on Options and Stock Appreciation Rights. In the
case of any merger, consolidation or combination of the Company (other than a
merger, consolidation or combination in which the Company is the continuing
corporation and which does not result in the outstanding Shares being converted
into or exchanged for different securities, cash or other property, or any
combination thereof), any Participant to whom an Option or Stock Appreciation
<PAGE>
Right has been granted shall have the additional right (subject to the
provisions of the Plan and any limitation applicable to such Option or Stock
Appreciation Right), thereafter and during the term of each such Option or Stock
Appreciation Right, to receive upon exercise of any such Option or Stock
Appreciation Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or combination
thereof, receivable upon such merger, consolidation or combination in respect of
a Share over the exercise price of such Stock Appreciation Right or Option,
multiplied by the number of Shares with respect to which such Option or Stock
Appreciation Right shall have been exercised. Such amount may be payable fully
in cash, fully in one or more of the kind or kinds of property payable in such
merger, consolidation or combination, or partly in cash and partly in one or
more of such kind or kinds of property, all in the discretion of the Committee.
9. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 9 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended, shall become the
beneficial owner of shares of the Company with respect to which 25% or more of
the total number of votes for the election of the Board of Directors of the
Company may be cast, (ii) as a result of, or in connection with, any cash tender
offer, merger or other business combination, sale of assets or contested
election, or combination of the foregoing, the persons who were directors of the
Company shall cease to constitute a majority of the Board of Directors of the
Company, or (iii) the stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to be an
A6
<PAGE>
independent publicly-owned corporation or for a sale or other disposition of all
or substantially all the assets of the Company. Upon a change in control, unless
the Committee shall have otherwise provided in the applicable Award Agreement,
any restrictions or vesting period with respect to any outstanding Awards shall
lapse and all such Awards shall become fully vested in the Participant to whom
such Awards were awarded; provided, however, that no Award which has previously
been exercised or otherwise terminated shall become exercisable.
10. Assignments and Transfers. No Award granted under the Plan shall
be transferable otherwise than by will or the laws of descent and distribution,
except that an Award other than an Incentive Stock Option may be transferred
pursuant to a qualified domestic relations order or by gift to any member of the
Participant's immediate family or to a trust for the benefit of one or more of
such immediate family members. During the lifetime of an Award recipient, an
Award shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 10, a Participant's "immediate
family" shall mean the Participant's spouse, children and grandchildren.
11. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again as
a Participant and no officer, employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Company or any Affiliate. Neither the Plan nor any action
taken thereunder shall be construed as giving any employee any right to be
retained in the employ of or serve as a director, advisory director, or emeritus
director of the Company or any Affiliate.
12. Delivery and Registration of Stock. The Company's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation. It may be provided that any
representation requirement shall become inoperative upon a registration of the
Shares or other action eliminating the necessity of such representation under
such Securities Act or other securities legislation. The Company shall not be
required to deliver any Shares under the Plan prior to (i) the admission of such
Shares to listing on any stock exchange on which Shares may then be listed, and
(ii) the completion of such registration or other qualification of such Shares
under any state or federal law, rule or regulation, as the committee shall
determine to be necessary or advisable.
13. Withholding Tax. Upon the termination of the restricted period with
respect to any shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such shares in taxable
income), the Company shall have the right to require the Participant or other
person receiving such shares to pay the Company the amount of any taxes which
the Company is required to withhold with respect to such shares, or, in lieu
thereof, to retain or sell without notice, a sufficient number of shares held by
it to cover the amount required to be withheld. The Company shall have the right
to deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company is required to withhold with respect to
such dividend payments.
<PAGE>
The Company shall have the right to deduct from all amounts paid in
cash with respect to the exercise of a Stock Appreciation Right under the Plan
any taxes required by law to be withheld with respect to such cash payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option or Stock Appreciation Right pursuant to the Plan, the
Company shall have the right to require the Participant or such other person to
pay the Company the amount of any taxes which the Company is required to
withhold with respect to such Shares, or, in lieu thereof, to retain, or sell
without notice, a number of such Shares sufficient to cover the amount required
to be withheld.
All withholding decisions pursuant to this Section 13 shall be at the
sole discretion of the Committee or the Company.
14. Amendment or Termination.
(a) The Board of Directors of the Company may amend, alter,
suspend, discontinue, or terminate the Plan at any time, except that any such
action will be subject to the approval of the Company's shareholders if, when
and to the extent such shareholder approval is necessary or required for
purposes of any applicable federal or state law
A7
<PAGE>
or regulation or the rules of any stock exchange or automated quotation system
on which the Shares may then be listed or quoted, or if the Board of Directors
of the Company, in its discretion, determines to seek such shareholder approval.
(b) Except as otherwise provided herein, the Committee may
waive any conditions or rights of the Company or modify or amend the terms of
any outstanding Award. No modification, amendment, alteration, suspension,
discontinuation or termination of an outstanding Award which impairs the rights
or benefits of any Participant or holder thereof may be made without the consent
of the Participant or holder thereof.
15. Effective Date and Term of Plan. The plan shall become effective
upon approval of the Plan by the shareholders of the Company. It shall continue
in effect for a term of 15 years unless sooner terminated under Section 14
hereof.
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<PAGE>
REVOCABLE PROXY
FFW CORPORATION
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 27, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints the Board of Directors of FFWCorporation (the
"Company"), and its survivor, with full power of substitution, to act as
attorneys and proxies for the undersigned to vote all shares of common stock of
the Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders (the "Meeting"), to be held on October 27, 1998 at 2:30 p.m., local
time, and at any and all adjournments thereof, as follows:
I. The election of Nicholas M. George and Joseph W. McSpadden as directors for a
term to expire in 2001.
[ ] For [ ] Withhold [ ] For All Except
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
II. The approval of the 1998 Omnibus Incentive Plan.
[ ] For [ ] Against [ ] Abstain
III. The ratification of the appointment of Crowe, Chizek and Company LLP as
auditors of the Company for the fiscal year ending June 30, 1999.
[ ] For [ ] Against [ ] Abstain
In their discretion, the proxies are authorized to vote on such other
matters as may properly come before the Meeting or any adjournment thereof.
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
<PAGE>
Please sign exactly as your name(s) appear(s) above on this card. When
signing as attorney, executor, administrator, trustee, guardian or corporate
officer please give your full title. If shares are held jointly, each holder
should sign.
- --------------------------------------------------------------------------------
Date
- --------------------------------------------------------------------------------
Stockholder sign above
- --------------------------------------------------------------------------------
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
FFW CORPORATION
The above signed stockholder acknowledges receipt from the Company, prior to
the execution of this Proxy, of Notice of the Meeting, a Proxy Statement dated
on or about September 25, 1998 and the Company's Annual Report to Stockholders
for the fiscal year ended June 30, 1998.
The stockholder may revoke this proxy by: (i) filing with the Secretary of the
Company at or before the Meeting a written notice of revocation bearing a later
date than the proxy; (ii) duly executing a subsequent proxy relating to the same
shares and delivering it to the Secretary of the Company at or before the
Meeting; or (iii) attending the Meeting and voting in person (athough attendance
at the Meeting will not in and of itself constitute revocation of a proxy).
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
