Officers And Employees
----------------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
________________________________________________________ ______-_______-_______
NAME OF OPTION RECIPIENT SOCIAL SECURITY NUMBER
________________________________________________________________________________
STREET ADDRESS
_____________________________ _______________________ ________________________
CITY STATE ZIP CODE
This Stock Option Agreement is intended to set forth the terms and conditions on
which a Stock Option has been granted under the Big Foot Financial Corp. 1997
Stock Option Plan. Set forth below are the specific terms and conditions
applicable to this Stock Option. Attached as Exhibit A are its general terms and
conditions.
======================================================================================================================
Option Grant (A) (B) (C) (D) (E)
============================= ================ ================ =============== ================ =================
Grant Date:
Class of Optioned Shares*
No. of Optioned Shares*
Exercise Price Per Share*
Option Type (ISO or NQSO)
VESTING
Earliest Exercise Date*
Option Expiration Date*
============================= ================ ================ =============== ================ =================
*SUBJECT TO ADJUSTMENT AS PROVIDED IN THE PLAN AND THE GENERAL TERMS AND
CONDITIONS.
By signing where indicated below, Big Foot Financial Corp. (the "Company")
grants this Stock Option with respect to the shares of its common stock, par
value $0.01 per share ("Common Stock"), identified above, upon the specified
terms and conditions, and the Option Recipient acknowledges receipt of this
Stock Option Agreement, including Exhibit A, and agrees to observe and be bound
by the terms and conditions set forth herein.
BIG FOOT FINANCIAL CORP. OPTION RECIPIENT
By _______________________________________________ __________________________
NAME: NAME OF RECIPIENT
TITLE: CHAIRMAN, COMPENSATION COMMITTEE
________________________________________________________________________________
INSTRUCTIONS: This page should be completed by or on behalf of the Compensation
Committee. Any blank space intentionally left blank should be crossed out. An
option grant consists of a number of optioned shares with uniform terms and
conditions. Where options are granted on the same date with varying terms and
conditions (for example, varying exercise prices or earliest exercise dates),
the options should be recorded as a series of grants each with its own uniform
terms and conditions.
EXHIBIT A - OFFICERS AND EMPLOYEES
----------------------------------
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
GENERAL TERMS AND CONDITIONS
SECTION 1. INCENTIVE STOCK OPTION. If the Option is designated
as an ISO, the Company intends the Option evidenced hereby to be an "incentive
stock option" within the meaning of section 422 of the Internal Revenue Code of
1986 ("Code"). If the Option or any part of the Option does not qualify as an
"incentive stock option" under the Plan or the Code, the Option or the part not
qualifying shall be treated as a Non-Qualified Stock Option under the Code.
SECTION 2. OPTION PERIOD. (a) You shall have the right to
purchase all or any portion of the optioned Common Stock at any time during the
period ("Option Period") commencing on the Earliest Exercise Date and ending on
the earliest to occur of the following dates:
(i) the close of business on the last day of the
3-month period commencing on the date of the termination of
all employment with the Company and the Fairfield Savings
Bank, F.S.B.; provided, however, that if such termination is
on account of death, disability or retirement, such date shall
be the last day of the 1-year period commencing on such
termination;
(ii) the date of Termination for Cause; or
(iii) the Option Expiration Date.
(b) If the Option is designated as an ISO, the favorable tax
treatment applicable to incentive stock options may not apply if it is
exercisable more than three months after your termination of employment for
reasons other than total and permanent disability (within this meaning of
section 22(e)(3) of the Code) or more than one year after your termination of
employment due to total and permanent disability.
(c) Upon the termination of the your service with the Company,
any Option granted hereunder whose Earliest Exercise Date has not occurred is
deemed forfeited. In the event your termination results from your death or
disability (as defined in the Plan), the date of your termination shall be the
Earliest Exercise Date for any options that are not already exercisable. In the
event of your retirement (as defined in the Plan) or a change in control (as
defined in the Plan), the date of such retirement or change in control shall be
the Earliest Exercise Date of any Options that are not already exercisable.
SECTION 3. EXERCISE PRICE. During the Option Period, and after
the applicable Earliest Exercise Date, you shall have the right to purchase all
or any portion of the optioned Common Stock at the Exercise Price per share.
SECTION 4. METHOD OF EXERCISE. You may, at any time during the
Option Period provided by section 2, exercise your right to purchase all or any
part of the optioned Common Stock then available for purchase; PROVIDED,
HOWEVER, that the minimum number of shares of optioned Common Stock which may be
purchased shall be one hundred (100) or, if less, the total number of shares of
optioned Common Stock then available for purchase. You may exercise such right
by:
(a) giving written notice to the Committee, in the form
attached hereto as Appendix A; and
(b) delivering to the Committee full payment of the Exercise
Price for the optioned Common Stock to be purchased.
The date of exercise shall be the earliest date practicable following the date
the requirements of this section 4 have been satisfied, but in no event more
than three (3) days after such date. Payment shall be made (i) in United States
dollars by certified check, money order or bank draft made payable to the order
of Fairfield Savings Bank, F.S.B., (ii) in shares of Common Stock duly endorsed
for transfer and with all necessary stock transfer tax stamps attached, already
owned by you and having a fair market value equal to the Exercise Price, such
fair market value to be determined in such manner as may be provided by the
Committee or as may be required in order to comply with or conform to the
requirements of any applicable laws or regulations, or (iii) in a combination of
(i) and (ii). If this Option is designated as an ISO, you shall not, without the
prior written approval of the Committee, dispose of shares of Common Stock
acquired pursuant to the exercise of an "Incentive Stock Option" until after the
later of (i) the second anniversary of the date on which the Incentive Stock
Option was granted, or (ii) the first anniversary of the date on which the
Incentive Stock Option was exercisable.
SECTION 5. DELIVERY AND REGISTRATION OF OPTIONED SHARES. As
soon as is practicable following the date on which you have satisfied the
requirements of section 4, the Committee shall take such action as is necessary
to cause the Company to issue a stock certificate evidencing your ownership of
the optioned Common Stock that has been purchased. You shall have no right to
vote or to receive dividends, nor have any other rights with respect to optioned
Common Stock, prior to the date as of which such optioned Common Stock is
transferred to you on the stock transfer records of the Company, and no
adjustments shall be made for any dividends or other rights for which the record
date is prior to the date as of which such transfer is effected. The obligation
of the Company to deliver Common Stock under this Agreement shall, if the
Committee so requests, be conditioned upon the receipt of a representation as to
the investment intention of the person to whom such Common Stock is to be
delivered, in such form as the Committee shall determine to be necessary or
advisable to comply with the provisions of applicable federal, state or local
law. It may be provided that any such representation shall become inoperative
upon a registration of the Common Stock or upon the occurrence of any other
event eliminating the necessity of such representation. The Company shall not be
required to deliver any Common Stock under this Agreement prior to (a) the
admission of such Common Stock to listing on any stock exchange on which Common
Stock may then be listed, or (b) the completion of such registration or other
qualification under any state or federal law, rule or regulations as the
Committee shall determine to be necessary or advisable.
SECTION 6. ADJUSTMENTS IN THE EVENT OF REORGANIZATION. In the
event of any merger, consolidation, or other business reorganization in which
the Company is the surviving entity, and in the event of any stock split, stock
dividend or other event generally affecting the number of shares of Common Stock
held by each person who is then a shareholder of record, the number of shares of
Common Stock subject to the option granted hereunder and the Exercise Price per
share of such option shall be adjusted in accordance with section 8.3 of the
Plan to account for such event. In the event of any merger, consolidation, or
other business reorganization in which the Company is not the surviving entity,
any exercisable option granted hereunder shall be cancelled or adjusted in
accordance with the Plan. In the event that the Company shall declare and pay
any dividend with respect to shares of Common Stock (other than a dividend
payable in shares of Common Stock) which results in a nontaxable return of
capital to the holders of shares of Common Stock for federal income tax
purposes, or otherwise than by dividend makes distribution of property to the
holders of its shares of Common Stock, at the election of the Committee, the
Company shall either (i) make an equivalent payment to each Person holding an
outstanding Option as of the record date for such dividend or distribution in
accordance with section 10.3(a) of the Plan or (ii) adjust the Exercise Price
per share of outstanding Options in such a manner as the Committee may determine
to be necessary to reflect the effect of the dividend or distribution, or (iii)
take any other action described in section 10.3(a) of the Plan.
SECTION 7. NO RIGHT TO CONTINUED SERVICE. Nothing in this
Agreement nor any action of the Board or Committee with respect to this
Agreement shall be held or construed to confer upon you any right to a
continuation of service by the Company or the Fairfield Savings Bank, F.S.B. You
may be dismissed or otherwise dealt with as though this agreement had not been
entered into.
SECTION 8. TAXES. Where any person is entitled to receive
shares pursuant to the exercise of the Option granted hereunder, the Company
shall have the right to require such person to pay to the Company the amount of
any tax which the Company is required to withhold with respect to such shares,
or, in lieu thereof, to retain, or to sell without notice, a sufficient number
of shares to cover the amount required to be withheld.
SECTION 9. NOTICES. Any communication required or permitted to
be given under the Plan, including any notice, direction, designation, comment,
instruction, objection or waiver, shall be in writing and shall be deemed to
have been given at such time as it is delivered personally or five (5) days
after mailing if mailed, postage prepaid, by registered or certified mail,
return receipt requested, addressed to such party at the address listed below,
or at such other address as one such party may by written notice specify to the
other party:
(a) If to the Committee:
Big Foot Financial Corp.
c/o Fairfield Savings Bank, F.S.B.
0000 XXX
Xxxx Xxxxx, Xxxxxxxx 00000
Attention: CORPORATE SECRETARY
(b) If to you, to your address as shown in the Company's
personnel records.
SECTION 10. RESTRICTIONS ON TRANSFER. The option granted
hereunder shall not be subject in any manner to anticipation, alienation or
assignment, nor shall such option be liable for or subject to debts, contracts,
liabilities, engagements or torts, nor shall it be transferable by you other
than by will or by the laws of descent and distribution or as otherwise
permitted by the Plan. To name a Beneficiary who may exercise your Options
following your death, complete the attached Appendix B and file it with the
Corporate Secretary of Big Foot Financial Corp.
SECTION 11. SUCCESSORS AND ASSIGNS. This Agreement shall inure
to the benefit of and shall be binding upon the Company and you and your
respective heirs, successors and assigns.
SECTION 12. CONSTRUCTION OF LANGUAGE. Whenever appropriate in
the Agreement, words used in the singular may be read in the plural, words used
in the plural may be read in the singular, and words importing the masculine
gender may be read as referring equally to the feminine or the neuter. Any
reference to a section shall be a reference to a section of this Agreement,
unless the context clearly indicates otherwise. Capitalized terms not
specifically defined herein shall have the meanings assigned to them under the
Plan.
SECTION 13. GOVERNING LAW. This Agreement shall be construed,
administered and enforced according to the laws of the State of Illinois without
giving effect to the conflict of laws principles thereof, except to the extent
that such laws are preempted by the federal law.
SECTION 14. AMENDMENT. This Agreement may be amended, in whole
or in part and in any manner not inconsistent with the provisions of the Plan,
at any time and from time to time, by written agreement between the Company and
you.
SECTION 15. PLAN PROVISIONS CONTROL. This Agreement and the
rights and obligations created hereunder shall be subject to all of the terms
and conditions of the Plan. In the event of any conflict between the provisions
of the Plan and the provisions of this Agreement, the terms of the Plan, which
are incorporated herein by reference, shall control. By signing this Agreement,
you acknowledge receipt of a copy of the Plan.
APPENDIX A TO STOCK OPTION AGREEMENT
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
NOTICE OF EXERCISE OF STOCK OPTION
------------------------------------------------------------------------------------------------------------------------------------
USE THIS NOTICE TO INFORM THE COMMITTEE ADMINISTERING THE BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN("PLAN") THAT YOU ARE
EXERCISING YOUR RIGHT TO PURCHASE SHARES OF COMMON STOCK ("SHARES") OF BIG FOOT FINANCIAL CORP. (THE "COMPANY") PURSUANT TO AN
OPTION ("OPTION") GRANTED UNDER THE PLAN. IF YOU ARE NOT THE PERSON TO WHOM THE OPTION WAS GRANTED ("OPTION RECIPIENT"), YOU MUST
ATTACH TO THIS NOTICE PROOF OF YOUR RIGHT TO EXERCISE THE OPTION GRANTED UNDER THE STOCK OPTION AGREEMENT ENTERED INTO BETWEEN
THE COMPANY AND THE OPTION RECIPIENT ("AGREEMENT"). THIS NOTICE SHOULD BE PERSONALLY DELIVERED OR MAILED BY CERTIFIED MAIL,
RETURN RECEIPT REQUESTED TO: BIG FOOT FINANCIAL CORP., C/O FAIRFIELD SAVINGS BANK, 0000 XXX, XXXX XXXXX, XXXXXXXX 00000 ATTENTION:
CORPORATE SECRETARY. THE EFFECTIVE DATE OF THE EXERCISE OF THE OPTION SHALL BE THE EARLIEST DATE PRACTICABLE FOLLOWING THE DATE
THIS NOTICE IS RECEIVED BY THE COMPANY, BUT IN NO EVENT MORE THAN THREE DAYS AFTER SUCH DATE ("EFFECTIVE DATE"). EXCEPT AS
SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS ASSIGNED TO THEM UNDER THE PLAN. THIS
NOTICE IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND THE AGREEMENT.
OPTION INFORMATION IDENTIFY BELOW THE OPTION THAT YOU ARE EXERCISING BY PROVIDING THE FOLLOWING INFORMATION FROM THE STOCK OPTION
AGREEMENT.
NAME OF OPTION RECIPIENT: __________________________________________________________________
OPTION GRANT DATE: ____________________, __________ EXERCISE PRICE PER SHARE: $_________.____
(MONTH AND DAY) (YEAR)
EXERCISE PRICE COMPUTE THE EXERCISE PRICE BELOW AND SELECT A METHOD OF PAYMENT.
TOTAL EXERCISE PRICE ________________ x $__________.______ = $______________________
(No. of Shares) (Exercise Price) (Total Exercise Price)
METHOD OF PAYMENT
/_/ I enclose a certified check, money order, or bank draft payable to the order of Big Foot
Financial Corp. in the amount of $______________
/_/ I enclose Shares duly endorsed for transfer to the Company with all stamps attached and
having a fair market value of $______________
Total Exercise Price $______________
ISSUANCE OF CERTIFICATES
I hereby direct that the stock certificates representing the Shares purchased pursuant to section 2 above be issued to the
following person(s) in the amount specified below:
NAME AND ADDRESS SOCIAL SECURITY NO. NO OF SHARES
__________________________________________________________________________ ________-________-________ ______________________
__________________________________________________________________________
__________________________________________________________________________ ________-________-________ ______________________
__________________________________________________________________________
WITHHOLDING ELECTIONS FOR EMPLOYEE OPTION RECIPIENTS WITH NON-QUALIFIED STOCK OPTIONS ONLY. BENEFICIARIES AND OUTSIDE DIRECTORS
SHOULD NOT COMPLETE.
I understand that I am responsible for the amount of federal, state and local taxes required to be withheld with respect to
the Shares to be issued to me pursuant to this Notice, but that I may request the Company to retain or sell a sufficient
number of such Shares to cover the amount to be withheld. I hereby request that any taxes required to be withheld be paid in
the following manner [check one]:
/_/ With a certified or bank check that I will deliver to the Committee on the day after the Effective Date of my
Option exercise.
/_/ With the proceeds from a sale of Shares that would otherwise be distributed to me.
/_/ Retain shares that would otherwise be distributed to me.
I understand that the withholding elections I have made on this form are not binding on the Committee, and that the
Committee will decide the amount to be withheld and the method of withholding and advise me of its decision prior to the
Effective Date. I further understand that the Committee may request additional information or assurances regarding the
manner and time at which I will report the income attributable to the distribution to be made to me.
I further understand that if I have elected to have Shares sold to satisfy tax withholding, I may be asked to pay a minimal
amount of such taxes in cash in order to avoid the sale of more Shares than are necessary.
COMPLIANCE WITH TAX AND SECURITIES LAWS
S H I understand that I must rely on, and consult with, my own tax and legal counsel (and not the Company) regarding the
I E application of all laws -- particularly tax and securities laws -- to the transactions to be effected pursuant to my
G R Option and this Notice. I understand that I will be responsible for paying any federal, state and local taxes that may
N E become due upon the sale (including a sale pursuant to a "cashless exercise") or other disposition of Shares issued
pursuant to this Notice and that I must consult with my own tax advisor regarding how and when such income will be
reportable.
____________________________________________________________________________________ ______________________
SIGNATURE DATE
__________________________________________________________________________________________________________________________
ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CORPORATE SECRETARY
Received [CHECK ONE]: /_/ By Hand /_/ By Mail Post Marked
______________________________
DATE OF POST MARK
By______________________________________________________________________________________________ ______________________________
AUTHORIZED SIGNATURE DATE OF RECEIPT
------------------------------------------------------------------------------------------------------------------------------------
APPENDIX B TO STOCK OPTION AGREEMENT
BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
BENEFICIARY DESIGNATION FORM
GENERAL
INFORMATION USE THIS FORM TO DESIGNATE THE BENEFICIARY(IES) WHO MAY EXERCISE OPTIONS OUTSTANDING TO YOU AT THE TIME OF YOUR
DEATH.
NAME OF PERSON
MAKING DESIGNATION______________________________________________________________________ SOCIAL SECURITY NUMBER_____-_____-_______
BENEFICIARY COMPLETE SECTIONS A AND B. IF NO PERCENTAGE SHARES ARE SPECIFIED, EACH BENEFICIARY IN THE SAME CLASS (PRIMARY OR
DESIGNATION CONTINGENT) SHALL HAVE AN EQUAL SHARE. IF ANY DESIGNATED BENEFICIARY PREDECEASES YOU, THE SHARES OF EACH REMAINING
BENEFICIARY IN THE SAME CLASS (PRIMARY OR CONTINGENT) SHALL BE INCREASED PROPORTIONATELY.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right
to change or revoke this designation at any time prior to my death:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to
receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this
designation at any time prior to my death as to all outstanding Options:
NAME ADDRESS RELATIONSHIP BIRTHDATE SHARE
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
___________________________________ __________________________________________ _______________ _____________ __________________%
__________________________________________
Total = 100%
S H I understand that this Beneficiary Designation shall be effective only if properly completed and received by the
I E Corporate Secretary of Big Foot Financial Corp. prior to my death, and that it is subject to all of the terms and
G R conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s)
N E with respect to all outstanding Options.
_______________________________________________________________________________________ ___________________________
YOUR SIGNATURE DATE
------------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------INTERNAL USE ONLY------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
This Beneficiary Designation was received by the Corporate Secretary of Comments
Big Foot Financial Corp. on the date indicated.
By________________________________________________ _________________
AUTHORIZED SIGNATURE DATE
------------------------------------------------------------------------------------------------------------------------------------
