Registration No. 33-84132
Filed April 30, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMMUNITY INVESTORS BANCORP, INC.
(Exact Name of Registrant as specified in its Articles of Incorporation)
OHIO 34-1779309
(State of incorporation) (IRS Employer Identification No.)
119 South Sandusky Avenue
BUCYRUS, OHIO 44820
(Address of principal executive offices, including zip code)
1995 STOCK OPTION PLAN
(Full Title of the Plan)
Copies to:
John P. Soukenik, Esq.
John W. Kennedy, President and Kenneth B. Tabach, Esq.
Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Community Investors Bancorp, Inc. 734 15th Street, N.W.
119 South Sandusky Avenue Washington, D.C.
Bucyrus, Ohio 44820 (202) 347-0300
(419) 562-7055
(Name, address, and telephone number
of agent for service)
Page 1 of 9 pages
Index to Exhibits is located on page 5.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 40,405 $ 15.60(3) $ 630,433(3) $191.04
Common Stock, par
value $0.01 33,409 $ 17.25(4) $ 576,305(4) $174.64
------ ------- ------
Total 73,814(2) $1,206,738 $365.68
====== ========= ======
</TABLE>
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant
to the Community Investors Bancorp, Inc. ("Company" or "Registrant") 1995
Stock Option Plan ("1995 Plan") as a result of a stock split, stock
dividend or similar adjustment of the outstanding common stock, $0.01 par
value per share ("Common Stock"), of the Company.
(2) Represents shares currently reserved for issuance pursuant to the 1995
Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average exercise
price for the options to purchase 40,405 shares of Common Stock which are
outstanding under the 1995 Plan as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 33,409 shares for which
stock options have not been granted under the 1995 Plan is equal to the
average of the closing sales prices of the Common Stock of the Company on
April 28, 1997 on the National Association of Securities Dealers Automated
Quotation ("NASDAQ") SmallCap System.
__________________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act
and 17 C.F.R. <section> 230.462.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in
this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
June 30, 1996 filed with the Commission on September 27, 1996;
(b) All reports filed by the Company pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
financial statements in the Annual Report referred to in clause (a)
above;
(c) The description of the Common Stock of the Company contained
in the Company's Registration Statement on Form 8-A filed with the
Commission on February 2, 1995;
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein, or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Ohio,
Article VI of the Registrant's Articles of Incorporation provide as
follows:
ARTICLE VI. INDEMNIFICATION
By resolution adopted by the directors in the manner set forth in
division (E) of Section 1701.13 of the Revised Code of Ohio or its
successor, the Company shall indemnify or agree to indemnify:
1. Any person who was or is a party or is threatened to be
made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or
investigative, other than an action by or in the right of the
Company, by reason of the fact that he is or was a director,
officer, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, trustee, officer, or
agent of another corporation, domestic or foreign, nonprofit or
for profit, partnership,joint venture,trust, or other enterprise,
against expenses, including attorney's fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit, or proceeding by judgment, order, settlement, or conviction,
or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful: and
2. Any person who was or is a party or is threatened to be
made a party, to any threatened, pending, or completed action or
suit by or in the right of the Company to procure a judgment in
its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the Company, or is or was serving
at the request of the Company as a director, trustee, office,
employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or
other enterprise against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, except that no
indemnification shall be made in respect of any of the following:
a. Any claim, issue or matter as to which such person
is adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless, and only to the
extent that the court of common pleas or the court in which such
action or suit was brought determines upon
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<PAGE>
application that, despite the adjudication of liability, but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses as the court of
common pleas or such other shall deem proper;
b. Any action or suit in which the only liability
asserted against a director is pursuant to Section 1701.95 of the
Revised Code of Ohio.
3. To the extent that a director, trustee, officer,
employee, or agent has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to in
subsections (1) and (2) of this Article VI, or in defense of any
claim, issue, or matter therein, he shall be indemnified against
expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit or
proceeding.
4. Any indemnification under subsections (1) and (2) of
this Article VI, unless ordered by a court, shall be made by the
Company only as authorized in the specific case upon a
determination that indemnification of the director, trustee,
officer, employee, or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth
in subsections (1) and (2) of this Article VI. Such
determination shall be made by the directors of the Company in
the manner set forth in division (E) of Section 1701.13 of the
Revised Code of Ohio.
The Company carries a liability insurance policy for its officers and
directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference
into this Registration Statement on Form S-8 (numbering corresponds to
Exhibit Table in Item 601 of Regulation S-K):
NO. EXHIBIT PAGE
4 Common Stock Certificate* --
5 Opinion of Elias, Matz, Tiernan & Herrick E-1
L.L.P. as to the legality of the securities
23.1 Consent of Elias, Matz, Tiernan & Herrick --
L.L.P. (contained in the opinion included
as Exhibit 5)
5
<PAGE>
23.2 Consent of Grant Thornton LLP E-3
24 Power of attorney for any subsequent --
amendments is located in the signature pages
99.1 1995 Stock Option Plan E-4
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (Commission File No. 33-84132) filed with the Commission on
September 15, 1994.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act,
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change in such information in the
Registration Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
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<PAGE>
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the questions whether such indemnification by it is against
public policy expressed in the Securities Act and will be governed by the
final adjudication of such issue.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the State of Ohio on April 29, 1997.
COMMUNITY INVESTORS BANCORP, INC.
By: /s/ John W. Kennedy
-------------------
John W. Kennedy
President and
ChiefExecutive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints John W. Kennedy his or her
true and lawful attorney, with full power to sign for such person and in
such person's name and capacity indicated below, and with full power of
substitution any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by
said attorney to any and all amendments.
<PAGE>
Name Title Date
President and Chief April 29, 1997
/s/ John W. Kennedy Executive Officer
John W. Kennedy (principal executive
officer)
Chief Financial Officer April 29, 1997
/s/ Brian R. Buckley (principal financial and
Brian R. Buckley accounting officer)
/s/ Dale C. Hoyles
Dale C. Hoyles Director April 29, 1997
/s/ Thomas P. Moore
Thomas P. Moore Director April 29, 1997
/s/ David M. Auck
David M. Auck Director April 29, 1997
/s/ Richard L. Cory
Richard L. Cory Director April 29, 1997
Director April 29, 1997
/s/ Philip E. Harris
Philip E. Harris
Director April 29, 1997
/s/Brent D. Fissel, DDS
Brent D. Fissel, D.D.S.
EXHIBIT 5
OPINION OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
<PAGE>
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
-----
Telephone: (202) 347-0300
Facsimile: (202) 347-2172
TIMOTHY B. MATZ JEFFREY D. HAAS
STEPHEN M. EGE KEVIN M. HOULIHAN
RAYMOND A. TIERNAN KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL*
GERARD L. HAWKINS JEFFREY R. HOULE
NORMAN B. ANTIN
JOHN P. SOUKENIK*
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL ____________
DANIEL P. WEITZEL
PHILIP ROSS BEVAN
HUGH T. WILKINSON April 29, 1997 OF COUNSEL
ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C. VIA EDGAR
Board of Directors
Community Investors Bancorp, Inc.
119 South Sandusky Avenue
Bucyrus, Ohio 44820
Re: Registration Statement on Form S-8
73,814 Shares of Common Stock
Gentlemen:
We are special counsel to Community Investors Bancorp, Inc., an Ohio
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 73,814 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to
the Corporation's 1995 Stock Option Plan (the "Plan") upon the exercise
of stock options and/or appreciation rights (referred to as "Option Rights").
The Registration Statement also registers an indeterminate number of
additional shares which may be necessary under the Plans to adjust the number
of shares reserved thereby for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of the
Corporation. We have been requested by the Corporation to furnish an opinion
to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and related
Prospectus, the Articles of Incorporation and Bylaws of the Corporation, the
Plan, a specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate
<PAGE>
Board of Directors
April 29, 1997
Page 2
records and documents as we have deemed appropriate. We are relying upon the
originals, or copies certified or otherwise identified to our satisfaction, of
the corporate records of the Corporation and such other instruments,
certificates and representations of public officials, officers and
representatives of the Corporation as we have deemed relevant as a basis for
this opinion. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformance in all respects of copies to
originals. Furthermore, we have made such factual inquiries and reviewed
such laws as we determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to Option Rights granted under the terms of the
Plan will continue to be validly authorized on the dates the Common Stock is
issued pursuant to the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plan will
constitute valid, legal and binding obligations of the Corporation and will
(subject to applicable bankruptcy, moratorium, insolvency, reorganization
and other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) the Option Rights are exercised in accordance with their
terms and the exercise price therefor is paid in accordance with the terms
thereof; (iv) no change occurs in applicable law or the pertinent facts; and
(v) the provisions of "blue sky" and other securities laws as may be
applicable will have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, when issued and sold pursuant to the Plan and
upon receipt of the consideration required thereby, will be legally issued,
fully paid and non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Plan and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /S/ JOHN P. SOUKENIK
---------------------------
John P. Soukenik, a Partner
EXHIBIT 23.2
CONSENT OF GRANT THORNTON LLP
<PAGE>
ACCOUNTANTS' CONSENT
We have issued our report dated September 10, 1996, accompanying the
consolidated financial statements of Community Investors Bancorp, Inc.
which are incorporated in the Annual Report on Form 10-KSB for the year
ended June 30, 1996. We hereby consent to the incorporation by reference
of said report in the Corporation's Form S-8.
/s/ Grant Thornton LLP
Cincinnati, Ohio
April 29, 1997
EXHIBIT 99.1
1995 STOCK OPTION PLAN
<PAGE>
COMMUNITY INVESTORS BANCORP, INC.
1995 STOCK OPTION PLAN
ARTICLE I
ESTABLISHMENT OF THE PLAN
Community Investors Bancorp, Inc. (the "Corporation") hereby establishes
this 1995 Stock Option Plan (the "Plan") upon the terms and conditions
hereinafter stated.
ARTICLE II
PURPOSE OF THE PLAN
The purpose of this Plan is to improve the growth and profitability of
the Corporation and its Subsidiary Companies by providing Employees and
Non-Employee Directors with a proprietary interest in the Corporation as an
incentive to contribute to the success of the Corporation and its
Subsidiary Companies, and rewarding those Employees for outstanding
performance and the attainment of targeted goals. All Incentive Stock
Options issued under this Plan are intended to comply with the requirements
of Section 422 of the Code, and the regulations thereunder, and all
provisions hereunder shall be read, interpreted and applied with that
purpose in mind.
ARTICLE III
DEFINITIONS
3.01 "Award" means an Option or Stock Appreciation Right granted
pursuant to the terms of this Plan.
3.02 "Association" means First Federal Savings and Loan Association of
Bucyrus, the wholly owned subsidiary of the Corporation.
3.03 "Board" means the Board of Directors of the Corporation.
3.04 "Code" means the Internal Revenue Code of 1986, as amended.
3.05 "Committee" means a committee of two or more directors appointed
by the Board pursuant to Article IV hereof, none of whom shall be an
Officer or Employee of the Corporation, and each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3 under the Exchange
Act, or any successor thereto.
3.06 "Common Stock" means shares of the common stock, $0.01 par value
per share, of the Corporation.
<PAGE>
3.07 "Disability" means any physical or mental impairment which
qualifies an Employee for disability benefits under the applicable
long-term disability plan maintained by the Corporation or a Subsidiary
Company, or, if no such plan applies, which would qualify such Employee for
disability benefits under the Federal Social Security System.
3.08 "Effective Date" means the day upon which the Board approves this
Plan.
3.09 "Employee" means any person who is employed by the Corporation or
a Subsidiary Company, or is an Officer of the Corporation or a Subsidiary
Company, but not including directors who are not also Officers of or
otherwise employed by the Corporation or a Subsidiary Company.
3.10 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
3.11 "Fair Market Value" shall be equal to the fair market value per
share of the Corporation's Common Stock on the date an Award is granted.
For purposes hereof, the Fair Market Value of a share of Common Stock shall
be the closing sale price of a share of Common Stock on the date in
question (or, if such day is not a trading day in the U.S. markets, on the
nearest preceding trading day), as reported with respect to the principal
market (or the composite of the markets, if more than one) or national
quotation system in which such shares are then traded, or if no such
closing prices are reported, the mean between the high bid and low asked
prices that day on the principal market or national quotation system then
in use, or if no such quotations are available, the price furnished by a
professional securities dealer making a market in such shares selected by
the Committee.
3.12 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive
stock option within the meaning of Section 422 of the Code or any successor
thereto.
3.13 "Non-Employee Director" means a member of the Board who is not an
Officer or Employee of the Corporation or any Subsidiary Company.
3.14 "Non-Qualified Option" means any Option granted under this Plan
which is not an Incentive Stock Option.
3.15 "Offering" means the offering of Common Stock to the public
pursuant to a Plan of Conversion adopted by the Association and the
Company.
3.16 "Officer" means an Employee whose position in the Corporation or
Subsidiary Company is that of a corporate officer, as determined by the
Board.
3.17 "OTS" means the Office of Thrift Supervision.
3.18 "Option" means a right granted under this Plan to purchase Common
Stock.
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3.19 "Optionee" means an Employee or Non-Employee Director or former
Employee or Non-Employee Director to whom an Option is granted under the
Plan.
3.20 "Stock Appreciation Right" means a right to surrender an Option
in consideration for a payment by the Corporation in cash and/or Common
Stock, as provided in the discretion of the Committee in accordance with
Section 8.11.
3.21 "Subsidiary Companies" means those subsidiaries of the
Corporation, including the Association, which meet the definition of
"subsidiary corporations" set forth in Section 425(f) of the Code, at the
time of granting of the Option in question.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.01 DUTIES OF THE COMMITTEE. The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02. Subject to compliance with OTS regulations, the
Committee shall have the authority in its absolute discretion to adopt,
amend and rescind such rules, regulations and procedures as, in its
opinion, may be advisable in the administration of the Plan, including,
without limitation, rules, regulations and procedures which (i) deal with
satisfaction of an Optionee's tax withholding obligation pursuant to
Section 12.02 hereof, (ii) include arrangements to facilitate the
Optionee's ability to borrow funds for payment of the exercise or purchase
price of an Award, if applicable, from securities brokers and dealers, and
(iii) include arrangements which provide for the payment of some or all of
such exercise or purchase price by delivery of previously owned shares of
Common Stock or other property and/or by withholding some of the shares of
Common Stock which are being acquired. The interpretation and construction
by the Committee of any provisions of the Plan, any rule, regulation or
procedure adopted by it pursuant thereto or of any Award shall be final and
binding.
4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE. The members of the
Committee shall be appointed by, and will serve at the pleasure of, the
Board. The Board from time to time may remove members from, or add members
to, the Committee, provided the Committee shall continue to consist of two
or more members of the Board, none of whom shall be an officer or employee
of the Corporation, and each of whom shall be a "disinterested person"
within the meaning of Rule 16b-3 under the Exchange Act. The Committee
shall act by vote or written consent of a majority of its members. Subject
to the express provisions and limitations of the Plan, the Committee may
adopt such rules, regulations and procedures as it deems appropriate for
the conduct of its affairs. It may appoint one of its members to be
chairman and any person, whether or not a member, to be its secretary or
agent. The Committee shall report its actions and decisions to the Board
at appropriate times but in no event less than one time per calendar year.
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4.03 REVOCATION FOR MISCONDUCT. The Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof,
to the extent not yet vested, or any Stock Appreciation Right, to the
extent not yet exercised, previously granted or awarded under this Plan to
an Employee who is discharged from the employ of the Corporation or a
Subsidiary Company for cause, which, for purposes hereof, shall mean
termination because of the Employee's personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law,
rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order. Options granted to a Non-Employee Director
who is removed for cause pursuant to the Corporation's Certificate of
Incorporation shall terminate as of the effective date of such removal.
4.04 LIMITATION ON LIABILITY. No member of the Committee shall be
liable for any action or determination made in good faith with respect to
the Plan, any rule, regulation or procedure adopted by it pursuant thereto
or any Awards granted under it. If a member of the Committee is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of anything done or not done by him in such
capacity under or with respect to the Plan, the Corporation shall, subject
to the requirements of applicable laws and regulations, indemnify such
member against all liabilities and expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in the
best interests of the Corporation and its Subsidiary Companies and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
4.05 COMPLIANCE WITH LAW AND REGULATIONS. All Awards granted
hereunder shall be subject to all applicable federal and state laws, rules
and regulations and to such approvals by any government or regulatory
agency as may be required. The Corporation shall not be required to issue
or deliver any certificates for shares of Common Stock prior to the
completion of any registration or qualification of or obtaining of consents
or approvals with respect to such shares under any Federal or state law or
any rule or regulation of any government body, which the Corporation shall,
in its sole discretion, determine to be necessary or advisable. Moreover,
no Option or Stock Appreciation Right may be exercised if such exercise
would be contrary to applicable laws and regulations.
4.06 RESTRICTIONS ON TRANSFER. The Corporation may place a legend
upon any certificate representing shares acquired pursuant to an Award
granted hereunder noting that the transfer of such shares may be restricted
by applicable laws and regulations.
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ARTICLE V
ELIGIBILITY
Awards may be granted to such Employees or Non-Employee Directors of
the Corporation and its Subsidiary Companies as may be designated from time
to time by the Committee. Awards may not be granted to individuals who are
not Employees or Non-Employee Directors of either the Corporation or its
Subsidiary Companies. Non-Employee Directors shall be eligible to receive
only Non-Qualified Options pursuant to Section 8.02 of the Plan.
ARTICLE VI
COMMON STOCK COVERED BY THE PLAN
6.01 OPTION SHARES. The aggregate number of shares of Common Stock
which may be issued pursuant to this Plan, subject to adjustment as
provided in Article IX, shall be 73,814 shares, which is equal to 10.0% of
the shares of Conversion Stock issued in the Offering. None of such shares
shall be the subject of more than one Award at any time, but if an Option
as to any shares is surrendered before exercise, or expires or terminates
for any reason without having been exercised in full, or for any other
reason ceases to be exercisable, the number of shares covered thereby shall
again become available for grant under the Plan as if no Awards had been
previously granted with respect to such shares. Notwithstanding the
foregoing, if an Option is surrendered in connection with the exercise of a
Stock Appreciation Right, the number of shares covered thereby shall not be
available for grant under the Plan. During the time this Plan remains in
effect, grants to each Employee and each Non-Employee Director shall not
exceed 25% and 5% of the shares of Common Stock available under the Plan,
respectively. In addition, grants to Non-Employee Directors in the
aggregate shall not exceed 30% of the shares of Common Stoc available
under the Plan.
6.02 SOURCE OF SHARES. The shares of Common Stock issued under the
Plan may be authorized but unissued shares, treasury shares or shares
purchased by the Corporation on the open market or from private sources for
use under the Plan.
ARTICLE VII
DETERMINATION OF
AWARDS, NUMBER OF SHARES, ETC.
The Committee shall, in its discretion, determine from time to time
which Employees will be granted Awards under the Plan, the number of shares
of Common Stock subject to each Award, and whether each Option will be an
Incentive Stock Option or a Non-Qualified Stock Option. In making all such
determinations there shall be taken into account the duties, responsibilities
and performance of each respective Employee, his present and potential
contributions to the growth and success of the Corporation, his salary and
such other factors as the Committee shall deem relevant to accomplishing the
purposes of the Plan. Non-Employee
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Directors shall be eligible to receive only Non-Qualified Options pursuant to
Section 8.02 of the Plan.
ARTICLE VIII
OPTIONS AND STOCK APPRECIATION RIGHTS
Each Option granted hereunder shall be on the following terms and
conditions:
8.01 STOCK OPTION AGREEMENT. The proper Officers on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which
shall set forth the total number of shares of Common Stock to which it
pertains, the exercise price, whether it is a Non-Qualified Option or an
Incentive Stock Option, and such other terms, conditions, restrictions and
privileges as the Committee in each instance shall deem appropriate,
provided they are not inconsistent with the terms, conditions and
provisions of this Plan. Each Optionee shall receive a copy of his
executed Stock Option Agreement.
8.02 (A) INITIAL GRANTS TO NON-EMPLOYEE DIRECTORS. Each Non-Employee
Director of the Corporation as of the day that the Plan is approved by
stockholders of the Corporation shall be granted an Option to purchase
2,952 shares of Common Stock effective at such time and with a per share
exercise price equal to the Fair Market Value of a share of Common Stock on
such date.
(B) SUBSEQUENT GRANTS. Each Non-Employee Director of the
Corporation one year from the date of the initial grants pursuant to
Section 8.02(a) shall receive an Option to purchase 369 shares of Common
Stock at such time and on the next anniversary date thereafter at the per
share exercise price equal to the Fair Market Value of a share of Common
Stock on such date.
8.03 OPTION EXERCISE PRICE.
(A) INCENTIVE STOCK OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of an Incentive Stock
Option shall be no less than one hundred percent (100%) of the Fair Market
Value of a share of Common Stock at the time such Incentive Stock Option is
granted, except as provided in Section 8.10(b).
(B) NON-QUALIFIED OPTIONS. The per share price at which the
subject Common Stock may be purchased upon exercise of a Non-Qualified
Option shall be no less than one hundred percent (100%) of the Fair Market
Value of a share of Common Stock at the time such Non-Qualified Option is
granted.
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8.04 VESTING AND EXERCISE OF OPTIONS.
(A) GENERAL RULES. Incentive Stock Options and Non-Qualified
Options granted hereunder shall become vested and exercisable at the rate
of 20% per year on each annual anniversary of the date the Option was
granted, and the right to exercise shall be cumulative. Notwithstanding
the foregoing, no vesting shall occur on or after an Employee's employment
with the Corporation and all Subsidiary Companies is terminated for any
reason other than his death or Disability. In determining the number of
shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded up to the nearest whole
number if the fraction is 0.5 or higher, and down if it is less.
(B) ACCELERATED VESTING UPON DEATH OR DISABILITY. Unless the
Committee shall specifically state otherwise at the time an Option is
granted, all Options granted hereunder shall become vested and exercisable
in full on the date an Optionee terminates his employment with or service
to the Corporation or a Subsidiary Company because of his death or
Disability.
8.05 DURATION OF OPTIONS.
(A) GENERAL RULE. Except as provided in Sections 8.05(b) and
8.10, each Option or portion thereof granted to Employees and Non-Employee
Directors shall be exercisable at any time on or after it vests and becomes
exercisable until the earlier of (i) ten (10) years after its date of grant
or (ii) three (3) months after the date on which the Optionee ceases to be
employed (or in the service of the Board of Directors in the case of Non-
Employee Directors) by the Corporation and all Subsidiary Companies, unless
the Committee in its discretion decides at the time of grant or thereafter
to extend such period of exercise upon termination of employment or service
from three (3) months to a period not exceeding one (1) year.
(B) EXCEPTION FOR TERMINATION DUE TO DEATH OR DISABILITY. If an
Employee dies while in the employ of the Corporation or a Subsidiary
Company or terminates employment with the Corporation or a Subsidiary
Company as a result of Disability without having fully exercised his
Options, the Optionee or the executors, administrators, legatees or
distributees of his estate shall have the right, during the twelve-month
period following the earlier of his death or Disability, to exercise such
Options to the extent vested on the date of such death or Disability. If a
Non-Employee Director dies while serving as a Non-Employee Director without
having fully exercised his Options, the Non-Employee Director's executors,
administrators, legatees or distributees of his estate shall have the
right, during the twelve-month period following such death, to exercise
such Options. In no event, however, shall any Option be exercisable within
six (6) months after the date of grant or more than ten (10) years from the
date it was granted.
8.06 NONASSIGNABILITY. Options shall not be transferable by an
Optionee except by will or the laws of descent or distribution, and during
an Optionee's lifetime shall be exercisable only by such Optionee or the
Optionee's guardian or legal representative.
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8.07 MANNER OF EXERCISE. Options may be exercised in part or in whole
and at one time or from time to time. The procedures for exercise shall be
set forth in the written Stock Option Agreement provided for in Section
8.01 above.
8.08 PAYMENT FOR SHARES. Payment in full of the purchase price for
shares of Common Stock purchased pursuant to the exercise of any Option
shall be made to the Corporation upon exercise of the Option. All shares
sold under the Plan shall be fully paid and nonassessable. Payment for
shares may be made by the Optionee in cash or, at the discretion of the
Committee in the case of Awards to Employees, by delivering shares of
Common Stock (including shares acquired pursuant to the exercise of an
Option) or other property equal in Fair Market Value to the purchase price
of the shares to be acquired pursuant to the Option, by withholding some of
the shares of Common Stock which are being purchased upon exercise of an
Option, or any combination of the foregoing.
8.09 VOTING AND DIVIDEND RIGHTS. No Optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares
of Common Stock covered by an Option prior to the time that his name is
recorded on the Corporation's stockholder ledger as the holder of record of
such shares acquired pursuant to an exercise of an Option.
8.10 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS. All
Options issued under the Plan as Incentive Stock Options will be subject,
in addition to the terms detailed in Sections 8.01 to 8.09 above, to those
contained in this Section 8.10.
(A) Notwithstanding any contrary provisions contained elsewhere
in this Plan and as long as required by Section 422 of the Code, the
aggregate Fair Market Value, determined as of the time an Incentive Stock
Option is granted, of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any
calendar year, under this Plan and stock options that satisfy the
requirements of Section 422 of the Code under any other stock option plan
or plans maintained by the Corporation (or any parent or Subsidiary
Company), shall not exceed $100,000.
(B) LIMITATION ON TEN PERCENT STOCKHOLDERS. The price at which
shares of Common Stock may be purchased upon exercise of an Incentive Stock
Option granted to an individual who, at the time such Incentive Stock
Option is granted, owns, directly or indirectly, more than ten percent
(10%) of the total combined voting power of all classes of stock issued to
stockholders of the Corporation or any Subsidiary Company, shall be no less
than one hundred and ten percent (110%) of the Fair Market Value of a share
of the Common Stock of the Corporation at the time of grant, and such
Incentive Stock Option shall by its terms not be exercisable after the
earlier of the date determined under Section 8.04 or the expiration of five
(5) years from the date such Incentive Stock Option is granted.
(C) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW. An Optionee
shall immediately notify the Corporation in writing of any sale, transfer,
assignment or other disposition (or action constituting a disqualifying
disposition within the meaning of Section 421
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of the Code) of any shares of Common Stock acquired through exercise of an
Incentive Stock Option, within two (2) years after the grant of such
Incentive Stock Option or within one (1) year after the acquisition of such
shares, setting forth the date and manner of disposition, the number of shares
disposed of and the price at which such shares were disposed of. The
Corporation shall be entitled to withhold from any compensation or other
payments then or thereafter due to the Optionee such amounts as may be
necessary to satisfy any withholding requirements of Federal or state law or
regulation and, further, to collect from the Optionee any additional amounts
which may be required for such purpose. The Committee may, in its discretion,
require shares of Common Stock acquired by an Optionee upon exercise of an
Incentive Stock Option to be held in an escrow arrangement for the purpose of
enabling compliance with the provisions of this Section 8.10(c).
8.11 STOCK APPRECIATION RIGHTS.
(A) GENERAL TERMS AND CONDITIONS. The Committee may, but shall
not be obligated to, authorize the Corporation, on such terms and
conditions as it deems appropriate in each case, to grant rights to
Optionees to surrender an exercisable Option, or any portion thereof, in
consideration for the payment by the Corporation of an amount equal to the
excess of the Fair Market Value of the shares of Common Stock subject to
the Option, or portion thereof, surrendered over the exercise price of the
Option with respect to such shares (any such authorized surrender and
payment being hereinafter referred to as a "Stock Appreciation Right").
Such payment, at the discretion of the Committee, may be made in shares of
Common Stock valued at the then Fair Market Value thereof, or in cash, or
partly in cash and partly in shares of Common Stock.
The terms and conditions set with respect to a Stock Appreciation
Right may include (without limitation), subject to other provisions of this
Section 8.11 and the Plan, the period during which, date by which or event
upon which the Stock Appreciation Right may be exercised (which shall be on
the same terms as the Option to which it relates pursuant to Section 8.04
hereunder); the method for valuing shares of Common Stock for purposes of
this Section 8.11; a ceiling on the amount of consideration which the
Corporation may pay in connection with exercise and cancellation of the
Stock Appreciation Right; and arrangements for income tax withholding. The
Committee shall have complete discretion to determine whether, when and to
whom Stock Appreciation Rights may be granted. Not withstanding the
foregoing, the Corporation may not permit the exercise of a Stock Appreciation
Right issued pursuant to this Plan until the Corporation has been subject to
the reporting requirements of Section 13 of the Exchange Act for a period of
at least one year prior to the exercise of any such Stock Appreciation Right
and until a Stock Appreciation Right issued pursuant to this Plan has been
outstanding for at least six months from the date of grant.
(B) TIME LIMITATIONS. If a holder of a Stock Appreciation Right
terminates service with the Corporation as an Officer or Employee, the Stock
Appreciation Right may be exercised only within the period, if any, within
which the Option to which it relates may be exercised. Notwithstanding the
foregoing, any election by an Optionee to exercise the Stock
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Appreciation Rights provided in this Plan shall be made during the
period beginning on the third business day following the release for
publication of quarterly or annual financial information required to be
prepared and disseminated by the Corporation pursuant to the requirements
of the Exchange Act and ending on the twelfth business day following such
date. The required release of information shall be deemed to have been
satisfied when the specified financial data appears on or in a wire
service, financial news service or newspaper of general circulation or is
otherwise first made publicly available.
(C) EFFECTS OF EXERCISE OF STOCK APPRECIATION RIGHTS OR OPTIONS.
Upon the exercise of a Stock Appreciation Right, the number of shares of
Common Stock available under the Option to which it relates shall decrease
by a number equal to the number of shares for which the Stock Appreciation
Right was exercised. Upon the exercise of an Option, any related Stock
Appreciation Right shall terminate as to any number of shares of Common
Stock subject to the Stock Appreciation Right that exceeds the total number
of shares for which the Option remains unexercised.
(D) TIME OF GRANT. A Stock Appreciation Right may be granted
concurrently with the Option to which it relates or at any time thereafter
prior to the exercise or expiration of such Option.
(E) NON-TRANSFERABLE. The holder of a Stock Appreciation Right
may not transfer or assign the Stock Appreciation Right otherwise than by
will or in accordance with the laws of descent and distribution, and during
a holder's lifetime a Stock Appreciation Right may be exercisable only by
the holder.
ARTICLE IX
ADJUSTMENTS FOR CAPITAL CHANGES
The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Award relates and the
exercise price per share of Common Stock under any Option shall be
proportionately adjusted for any increase or decrease in the total number
of outstanding shares of Common Stock issued subsequent to the effective
date of this Plan resulting from a split, subdivision or consolidation of
shares or any other capital adjustment, the payment of a stock dividend, or
other increase or decrease in such shares effected without receipt or
payment of consideration by the Corporation. If, upon a merger,
consolidation, reorganization, liquidation, recapitalization or the like of
the Corporation, the shares of the Corporation's Common Stock shall be
exchanged for other securities of the Corporation or of another
corporation, each recipient of an Award shall be entitled, subject to the
conditions herein stated, to purchase or acquire such number of shares of
Common Stock or amount of other securities of the Corporation or such other
corporation as were exchangeable for the number of shares of Common Stock
of the Corporation which such optionees would have been entitled to
purchase or acquire except for such action, and appropriate adjustments
shall be made to the per share exercise price of outstanding Options.
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ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
The Board may, by resolution, at any time terminate or amend the Plan
with respect to any shares of Common Stock as to which Awards have not been
granted, subject to regulations of the OTS and any required stockholder
approval or any stockholder approval which the Board may deem to be
advisable for any reason, such as for the purpose of obtaining or retaining
any statutory or regulatory benefits under tax, securities or other laws or
satisfying any applicable stock exchange listing requirements. The Board
may not, without the consent of the holder of an Award, alter or impair any
Award previously granted or awarded under this Plan as specifically
authorized herein. Notwithstanding anything contained in this Plan to the
contrary, the provisions of Articles V, VII and VIII of this Plan relating
to Awards granted to Non-Employee Directors shall not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
and regulations promulgated under such statutes.
ARTICLE XI
EMPLOYMENT RIGHTS
Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall
create any right on the part of any Employee or Non-Employee Director of
the Corporation or a Subsidiary Company to continue in such capacity.
ARTICLE XII
WITHHOLDING
12.01 TAX WITHHOLDING. The Corporation may withhold from any cash
payment made under this Plan sufficient amounts to cover any applicable
withholding and employment taxes, and if the amount of such cash payment is
insufficient, the Corporation may require the Optionee to pay to the
Corporation the amount required to be withheld as a condition to delivering
the shares acquired pursuant to an Award. The Corporation also may
withhold or collect amounts with respect to a disqualifying disposition of
shares of Common Stock acquired pursuant to exercise of an Incentive Stock
Option, as provided in Section 8.10(c).
12.02 METHODS OF TAX WITHHOLDING. The Committee is authorized to
adopt rules, regulations or procedures which provide for the satisfaction
of an Optionee's tax withholding obligation by the retention of shares of
Common Stock to which the Employee would otherwise be entitled pursuant to
an Award and/or by the Optionee's delivery of previously owned shares of
Common Stock or other property.
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ARTICLE XIII
EFFECTIVE DATE OF THE PLAN; TERM
13.01 EFFECTIVE DATE OF THE PLAN. This Plan shall become effective on
the Effective Date, and Awards may be granted hereunder as of or after the
Effective Date and prior to the termination of the Plan, provided that no
Incentive Stock Option issued pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders of the
outstanding voting shares of the Corporation at a meeting of stockholders
of the Corporation held within twelve (12) months of the Effective Date.
Notwithstanding the foregoing or anything to the contrary in this Plan, the
implementation of this Plan and any Awards granted pursuant hereto are
subject to the non-objection of the OTS and approval of the Corporation's
stockholders.
13.02 TERM OF PLAN. Unless sooner terminated, this Plan shall remain
in effect for a period of ten (10) years ending on the tenth anniversary of
the Effective Date. Termination of the Plan shall not affect any Awards
previously granted and such Awards shall remain valid and in effect until
they have been fully exercised or earned, are surrendered or by their terms
expire or are forfeited.
ARTICLE XIV
MISCELLANEOUS
14.01 GOVERNING LAW. To the extent not governed by Federal law, this
Plan shall be construed under the laws of the State of Ohio.
14.02 PRONOUNS. Wherever appropriate, the masculine pronoun shall
include the feminine pronoun, and the singular shall include the plural.
