FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
_____________________________________
Agreement for Incentive Stock Options
_____________________________________
STOCK OPTION (the "Option") for a total of _______ shares
of Common Stock, par value $.01 per share, of First Federal
Bancorporation (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), is
hereby granted to ______________ (the "Optionee") at the price
set forth herein, and in all respects subject to the terms,
definitions and provisions of the First Federal Bancorporation
1998 Stock Option Plan (the "Plan") which was adopted by the
Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
$_______, which equals 100% */ of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercise of Option. This Option shall be exercisable
in accordance with the Plan and the following provisions:
(i) Schedule of rights to exercise. Each Option grant
shall be vested and exercisable with respect to 50% of the
Optioned Shares on the date of the grant, and shall become
vested and exercisable with respect to the remaining 50% on the
Optionee's completion of one Year of Service after the grant
date, provided, that this Option shall not be exercisable prior
to the approval of the Plan by the Company's shareholders.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the number
of shares with respect to which it is being exercised, and
the Optionee's address and Social Security Number;
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of
Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied
____________
*/ 110% in the case of an Optionee who owns shares representing
more than 10% of the outstanding common stock of the Company
on the date of grant of this Option.
ISO Agreement
Page 2
by proof, satisfactory to counsel for the Company, of the
right of such person or persons to exercise
the Option; and
(d) be in writing and delivered in person or by certified
mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of
descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten **/ years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
_______________________ FIRST FEDERAL BANCORPORATION
Date of Grant 1998 STOCK OPTION PLAN COMMITTEE
By: __________________________________
Authorized Member of the Committee
Witness: _____________________________
______________
**/ Five years in the case of an Optionee who owns shares
representing more than 10% of the outstanding common stock
of the Company on the date of grant of this Option.
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
____________________________
Form for Exercise of
Incentive Stock Options
____________________________
Treasurer
First Federal Bancorporation
000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Re: First Federal Bancorporation 1998 Stock Option Plan
---------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase __________ shares, par value $.01, of
Common Stock of First Federal Bancorporation under and pursuant
to a Stock Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_______ of cash or check
$_______ in the form of _______ shares of Common
Stock, valued at $____ per share
$ TOTAL
=======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
_______________
Date
Very truly yours,
____________________________
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
__________________________________________
Agreement for Non-Incentive Stock Options
__________________________________________
STOCK OPTION (the "Option") for a total of _______ shares
of Common Stock, par value $.01 per share, of First Federal
Bancorporation (the "Company"), which Option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), is
hereby granted to ______________ (the "Optionee") at the price
set forth herein, and in all respects subject to the terms,
definitions and provisions of the First Federal Bancorporation
1998 Stock Option Plan (the "Plan") which was adopted by the
Company and which is incorporated by reference herein, receipt
of which is hereby acknowledged.
1. Exercise Price. The exercise price per share is
$_______, which equals 100% of the fair market value, as
determined by the Committee, of the Common Stock on the date of
grant of this Option.
2. Exercise of Option. This Option shall be
exercisable in accordance with the Plan and the following
provisions:
(i) Schedule of rights to exercise. Each Option grant
shall be vested and exercisable with respect to 50% of the
Optioned Shares on the date of the grant, and shall become
vested and exercisable with respect to the remaining 50% on the
Optionee's completion of one Year of Service after the grant
date, provided, that this Option shall not be exercisable prior
to the approval of the Plan by the Company's shareholders.
(ii) Method of Exercise. This Option shall be exercisable
by a written notice by the Optionee which shall:
(a) state the election to exercise the Option, the
number of shares with respect to which it is being
exercised, and the Optionee's address and Social Security
Number;
(b) contain such representations and agreements as to
the holder's investment intent with respect to such shares
of Common Stock as may be satisfactory to the Company's
counsel;
(c) be signed by the person or persons entitled to
exercise the Option and, if the Option is being exercised
by any person or persons other than the Optionee, be
accompanied by proof, satisfactory to counsel for the
Company, of the right of such person or persons to
exercise the Option; and
Non-ISO Agreement
Page 2
(d) be in writing and delivered in person or by
certified mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect
to which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. This Option may not be
exercised if the issuance of the shares upon such exercise would
constitute a violation of any applicable federal or state
securities or other law or valid regulation. As a condition to
the Optionee's exercise of this Option, the Company may require
the person exercising this Option to make any representation and
warranty to the Company as may be required by any applicable law
or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee.
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this
Option, as stated below, and may be exercised during such term
only in accordance with the Plan and the terms of this Option.
_______________________ FIRST FEDERAL BANCORPORATION
Date of Grant 1998 STOCK OPTION PLAN COMMITTEE
By: __________________________________
Authorized Member of the Committee
Witness: _____________________________
FIRST FEDERAL BANCORPORATION
1998 STOCK OPTION PLAN
____________________________
Form for Exercise of
Non-Incentive Stock Options
____________________________
Treasurer
First Federal Bancorporation
000 0xx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Re: First Federal Bancorporation 1998 Stock Option and
Incentive Plan
--------------------------------------------------
Dear Sir:
The undersigned elects to exercise the Incentive Stock
Option to purchase __________ shares, par value $.01, of
Common Stock of First Federal Bancorporation under and pursuant
to a Stock Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
teller's check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$_______ of cash or check
$_______ in the form of _______ shares of Common
Stock, valued at $____ per share
$ TOTAL
=======
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name ___________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
_______________
Date
Very truly yours,
____________________________
