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EXHIBIT 10.2
FORM OF FIRST FEDERAL BANCSHARES, INC.
ASSUMPTION AGREEMENT FOR
PFSB BANCORP, INC. 2000 STOCK-BASED INCENTIVE PLAN
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FORM OF
FIRST FEDERAL BANCSHARES, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: [name]
THIS STOCK OPTION ASSUMPTION AGREEMENT is hereby issued as of the 22nd day
of November, 2002, by FIRST FEDERAL BANCSHARES, INC., a Delaware corporation
("FFBI"), pursuant to Section 2.11 of the Agreement and Plan of Merger dated as
of June 4, 2002 (the "Merger Agreement"), by and between FFBI and PFSB Bancorp,
Inc., a Missouri corporation ("PFSB").
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of PFSB common stock, pursuant to the
PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan (the "Plan"); and
WHEREAS, Section 2.11(a) of the Merger Agreement provides that, as of the
Effective Time of the Merger (as defined in the Merger Agreement), each share of
PFSB common stock issued and outstanding pursuant to the Plan shall be converted
into an option to purchase shares of FFBI common stock.
NOW, THEREFORE, it is hereby agreed as follows:
(a) The shares of PFSB common stock subject to outstanding stock options
under the Plan, and the exercise price per share, held by Optionee
immediately prior to the Effective Time are set forth in Exhibit A
hereto.
(b) FFBI hereby assumes, as of the Effective Time, the duties and
obligations of PFSB under the Plan, the award agreements issued
pursuant to the Plan, or similar documentation containing the terms
and conditions of the stock option grants.
(c) The number of shares of FFBI common stock subject to each
outstanding option, and the exercise price per share, shall be
adjusted in accordance with the provisions of Section 2.11(a) of the
Merger Agreement. Accordingly, the number of shares and the exercise
price per share of the FFBI common stock held by the former PFSB
option holders following such adjustment is as specified in Exhibit
A hereto.
(d) The following additional provisions shall govern each PFSB option
hereby assumed by FFBI:
(a) Unless the context otherwise requires, henceforth references to
the "Company" in the plan document or award agreements shall mean FFBI, to
"Common Stock" or
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"Stock" shall mean FFBI common stock, to the "Board of Directors" shall mean the
Board of Directors of FFBI, to the "Committee" shall mean to the Committee of
FFBI that administers the Plan and to the "Bank" shall mean to First Federal
Bank.
(b) The grant date and the expiration date for each assumed PFSB
stock option and all other provisions governing either the exercise, termination
or expiration of the stock options shall remain in effect, and shall accordingly
govern Optionee's rights with respect to such stock options.
(c) The adjusted exercise price payable for the FFBI common stock
subject to each assumed PFSB stock option shall be payable in any of the forms
authorized by the Plan or award agreement issued by PFSB.
(d) In order to exercise each assumed stock option, Optionee must
deliver to FFBI a written notice of exercise, indicating the number of shares of
FFBI common stock to be purchased, accompanied by payment of the adjusted
exercise price. Such notice and payment shall be delivered to FFBI at the
following address:
First Federal Bancshares, Inc.
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
(e) Except to the extent specifically modified by this Stock Option
Assumption Agreement, the terms and conditions of each award
agreement in effect prior to the Merger shall continue in full force
and effect.
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IN WITNESS WHEREOF, FFBI has caused this Stock Option Assumption Agreement
to be executed on its behalf by its duly authorized officer as of the ____ day
of _____________________, 2002.
FIRST FEDERAL BANCSHARES, INC.
By: ____________________________________
Title:____________________________________
ACKNOWLEDGMENT
The undersigned Optionee acknowledges receipt of this Stock Option
Assumption Agreement and understands and acknowledges that all rights and
liabilities with respect to each PFSB stock option hereby assumed by FFBI are as
set forth only in the applicable award agreement, the Plan or this Stock Option
Assumption Agreement, and that no other agreements exist with respect to such
PFSB stock options. The undersigned Optionee also acknowledges that, except to
the extent specifically modified by this Stock Option Assumption Agreement, all
of the terms and conditions of the award agreement in effect immediately prior
to the Effective Time shall continue in full force and effect and shall not be
otherwise affected by this Stock Option Assumption Agreement. The undersigned
further acknowledges that the PFSB stock options described in Exhibit A hereto
constitute all of the options to purchase PFSB common stock that the undersigned
Optionee held immediately prior to the Effective Time of the Merger.
OPTIONEE
__________________________________________
[name]
DATE: ______________________________
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EXHIBIT A
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES OF
PFSB BANCORP, INC. COMMON STOCK
(PRE-MERGER)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING EXERCISE PRICE PER SHARE
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STOCK OPTIONS
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OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES OF
FIRST FEDERAL BANCSHARES, INC. COMMON STOCK
(POST-MERGER)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING EXERCISE PRICE PER SHARE
-------------------- --------------------- ------------------------
STOCK OPTIONS
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