1
EXHIBIT 10.4
FORM OF FIRSTFED AMERICA BANCORP, INC.
ASSUMPTION AGREEMENT FOR
PEOPLE'S BANCSHARES, INC. 1996 STOCK OPTION AND INCENTIVE PLAN
2
FORM OF
FIRSTFED AMERICA BANCORP, INC.
STOCK OPTION ASSUMPTION AGREEMENT
OPTIONEE: [name]
THIS STOCK OPTION ASSUMPTION AGREEMENT is hereby issued as of the ___
day of ________________, 2002, by FIRSTFED AMERICA BANCORP, INC., a Delaware
corporation ("FIRSTFED"), pursuant to Section 1.8(d) of the Agreement and Plan
of Merger dated as of October 1, 2001 (the "Merger Agreement"), by and between
People's Bancshares, Inc. ("People's") and FIRSTFED.
WHEREAS, the undersigned individual ("Optionee") holds one or more
outstanding options to purchase shares of People's common stock, pursuant to the
People's 1996 Stock Option and Incentive Plan (the "Stock Plan"); and
WHEREAS, Section 1.8 of the Merger Agreement provides that, as of
the Effective Time of the Merger (as defined in the Merger Agreement), each
share of People's common stock issued and outstanding pursuant to the Stock Plan
shall be converted into an option to purchase shares of FIRSTFED common stock.
NOW, THEREFORE, it is hereby agreed as follows:
1. The shares of People's common stock subject to outstanding stock
options under the Stock Plan, and the exercise price per share, held by Optionee
immediately prior to the Effective Time are set forth in Exhibit A hereto.
2. FIRSTFED hereby assumes, as of the Effective Time, the duties and
obligations of People's under the Stock Plan, Award Agreements or similar
documentation containing the terms and conditions of a stock option grant.
3. The number of shares of FIRSTFED common stock subject to each
outstanding People's option, and the exercise price per share, shall be adjusted
in accordance with the provisions of Section 1.8 of the Merger Agreement.
Accordingly, the number of shares of FIRSTFED common stock subject to each
outstanding People's stock option, and the exercise price per share of FIRSTFED
common stock, shall be as specified in Exhibit A hereto.
4. The following additional provisions shall govern each People's
option hereby assumed by FIRSTFED:
(a) Unless the context otherwise requires, references in the
applicable plan document or Award Agreement issued by People's to the "Company"
shall mean FIRSTFED, to "Common Stock" or "Stock" shall mean FIRSTFED common
stock, to the "Board of Directors"
3
shall mean the Board of Directors of FIRSTFED, to the "Committee" shall mean to
the Committee of FIRSTFED that administers the Plan and to the "Bank" shall mean
to First Federal Savings Bank of America.
(b) The grant date and the expiration date for each assumed
People's stock option and all other provisions governing either the exercise or
termination 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 FIRSTFED common
stock subject to each assumed People's stock option shall be payable in any of
the forms authorized by the applicable Stock Plan and/or Award Agreement issued
by People's.
(d) In order to exercise each assumed People's stock option,
Optionee must deliver to FIRSTFED a written notice of exercise, indicating the
number of shares of FIRSTFED common stock to be purchased, accompanied by
payment of the adjusted exercise price. Such notice and payment shall be
delivered to FIRSTFED at the following address:
FIRSTFED AMERICA BANCORP, INC.
Xxx XXXXXXXX Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 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.
2
4
IN WITNESS WHEREOF, FIRSTFED has caused this Stock Option Assumption
Agreement to be executed on its behalf by its duly authorized officer as of the
____ day of _____________________, 2002.
FIRSTFED AMERICA BANCORP, 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 People's stock option hereby assumed by
FIRSTFED are as set forth only in the applicable Award Agreement, Stock Plan or
this Stock Option Assumption Agreement, and that no other agreements exist with
respect to such People's 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 People's
stock options described in Exhibit A hereto constitute all of the options or
other rights to purchase People's common stock that the undersigned Optionee
owned immediately prior to the Effective Time of the Merger.
OPTIONEE
____________________________________
[name]
DATE: ______________________________
3
5
EXHIBIT A
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES OF
PEOPLE'S BANCSHARES, INC. COMMON STOCK
(PRE-MERGER)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING EXERCISE PRICE PER SHARE
STOCK OPTIONS
OPTIONEE'S OUTSTANDING OPTIONS TO PURCHASE SHARES OF
FIRSTFED AMERICA BANCORP, INC.
(POST-MERGER)
DATE OF OPTION GRANT NUMBER OF OUTSTANDING EXERCISE PRICE PER SHARE
STOCK OPTIONS
4
