EXHIBIT 99.2
Form of Restricted Stock Award
associated with the Plan
FirstFed Bancorp, Inc.
2001 Stock Incentive Plan
------------------------------
Restricted Stock Award Agreement
------------------------------
FirstFed Bancorp, Inc. (the "Company") hereby grants, as of the Award
Date set forth below in Section 1 hereto (the "Award Date"), this restricted
stock award (this "Award") to the Participant named in Section 1 hereto pursuant
to the Company's 2001 Stock Incentive Plan (the "Plan"), which is attached
hereto as Exhibit A.
The Participant recognizes that this Award is compensatory in nature
and accordingly subject to taxation as gross income under Section 83 of the
Internal Revenue Code of 1986, as that Section may be amended and interpreted
from time to time. The Participant further recognizes that, unless the election
described in Section 5 is made, taxation will occur whenever shares subject to
this Award (the "Restricted Shares") are delivered to the Participant.
Capitalized terms used herein and not otherwise defined shall have the
meanings given to such terms in Exhibit A.
1. Variable Terms. This Award shall be controlled by and interpreted according
to the following terms:
Name of Participant:
------------------------
Award Date:
------------------------
Number of Restricted Shares Awarded to Participant:
------------------------
Purchase Price of Restricted Shares (if applicable): $
------------------------
2. Vesting Schedule. Subject to Sections 3 and 5 hereof, the Participant shall
become vested in the Restricted Shares and the Restricted Shares shall become
nonforfeitable according to the following schedule:
Vested Percentage Years of Service
after Award Date
0% Less than 1
1
2
3
4
5
3. Restriction Period. The term "Restriction Period" means that period from the
Award Date until the first to occur of (i) the Participant's termination of
service, (ii) the Participant's completion of four years of service after the
Award Date, or (iii) a Change in Control of the Corporation. Any Restricted
Shares in which the Participant does not earn a vested interest during this
period shall be forfeited at the end of the last day of the Restricted Period.
4. Certain Tax Matters. Set forth below is a brief summary of certain of the
federal income tax consequences of the Participant's receipt of this Award. THIS
SUMMARY IS PURPOSELY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO
CHANGE OR DIFFERENT INTERPRETATION. ACCORDINGLY, THE PARTICIPANT SHOULD CONSULT
A TAX ADVISOR BEFORE ACCEPTING THIS GRANT.
The Participant acknowledges having been advised by the Company that he or
she will generally recognize income in an amount equal to the excess of the Fair
Market Value of the Restricted Shares over the purchase price (if any) for such
Restricted Shares (as set forth in Section 1 hereto). The Participant will
recognize this income at the time the Restricted Shares become vested, measured
with reference to the Fair Market Value of the Restricted Shares at such time,
unless, pursuant to Section 83(b) of the Internal Revenue Code (and similar
state tax provisions, if applicable), within thirty (30) days of the Award Date,
an election is filed by the Participant with the Company and the Internal
Revenue Service in substantially the form attached hereto as Exhibit B and, if
necessary, the proper state authorities, to be taxed currently with respect to
the excess amount described in the first sentence of this paragraph.
THE PARTICIPANT HEREBY ASSUMES ALL THE RESPONSIBILITY FOR FILING SUCH
ELECTION, AND FOR PAYING ANY TAXES RESULTING FROM RECEIPT OF THIS AWARD, SUCH
ELECTION OR ANY RESTRICTED SHARES BECOMING VESTED SHARES HEREUNDER.
5. Termination of Continuous Service. In all events where Participant's
Continuous Service to the Company is terminated, the effect on the Award granted
hereunder shall be governed by the Plan.
6. Voting and Dividend Rights. With respect to the Restricted Shares, the
Company has the right to vote such Restricted Shares during the Restriction
Period, and shall accumulate dividends as they are accrue in the form of
additional Restricted Shares that then have a fair market value equal to the
dividend accrued.
7. Delivery of Restricted Certificates Following End of Restriction.
Notwithstanding anything to the contrary contained herein or in the Plan, upon
the lapse and release from restriction of the Restricted Shares, certificates
for such Shares shall be delivered to the Participant within 30 days after the
last day of the Restriction Period.
2
8. Nontransferability. Any Restricted Shares awarded under this Award shall be
subject to the restrictions on transferability as specified in the Plan.
9. Subject to Plan. This Award is subject to all of the terms and conditions of
the Plan, and by executing this Award, the Participant acknowledges receipt of a
copy of the Plan and hereby accepts and agrees to be bound by all of its terms
and conditions as if it had been set out verbatim in this Award. In addition,
the Participant recognizes and agrees that all determinations, interpretations
or other actions respecting the Plan may be made by a majority of the Board or
of the Committee, and that such determinations, interpretations or other actions
are final, conclusive and binding upon all parties, including the Participant,
his or her heirs and representatives.
10. Designation of Beneficiary. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award, the
Participant may expressly designate a beneficiary (the "Beneficiary") to his or
her interest in the Award granted under this Award. The Participant shall
designate the Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as Exhibit C
(the "Designation of Beneficiary") and delivering an executed copy of the
Designation of Beneficiary to the Company at its main office.
11. Notices. Any notice, payment or communication required or permitted to be
given by any provision of this Award shall be in writing and shall be delivered
personally or sent by certified mail, return receipt requested, addressed as
follows: (i) if to the Company, at 0000 Xxxxxx Xxxxxx, Xxxxx, Xxxxxxxx, Xxxxxxx
00000 (attention: 2001 Stock Incentive Plan Committee); (ii) if to Participant,
at the address set forth on the signature page hereto. Each party may, from time
to time, by notice to the other party hereto, specify a new address for delivery
of notices to such party hereunder. Any such notice shall be deemed to be
delivered, given, and received for all purposes as of the date such notice is
received or properly mailed.
12. Binding Effect. Except as otherwise provided in this Award or in the Plan,
every covenant, term, and provision of this Award shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, legatees,
legal representatives, successors, transferees, and assigns.
13. Headings. Section and other headings contained in this Award are for
reference purposes only and are not intended to describe, interpret, define or
limit the scope or intent of this Award or any provision hereof.
14. Severability. Every provision of this Award is intended to be severable. If
any term hereof is illegal or invalid for any reason, such illegality or
invalidity shall not affect the validity or legality of the remaining terms of
this Award.
3
15. Governing Law. The laws of the State of Delaware shall govern the validity
of this Award, the construction of its terms, and the interpretation of the
rights and duties of the parties hereto.
16. Counterparts. This Award may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
4
IN WITNESS WHEREOF, the parties hereto have caused this Award to be
duly executed on the day and year first indicated above.
FIRSTFED BANCORP, INC.
By: Date:
------------------------------------- --------------
An authorized member of the
FirstFed Bancorp, Inc.
2001 Stock Incentive Plan Committee
The undersigned Participant hereby accepts the terms of this
Award and the Plan.
By: Date:
------------------------------------- --------------
Name of Participant:
-----------------------------------------
Social Security Number:
-----------------------------------------
Address:
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
Exhibit A
---------
FirstFed Bancorp, Inc.
2001 Stock Incentive Plan
Filed as Exhibit 4.1 with the Company's Form S-8
Exhibit B
---------
Election to Include Value of Restricted Stock in Gross Income
in Year of Transfer Under Code Section 83(b)
The undersigned hereby makes the election permitted under Section 83(b)
of the Internal Revenue Code of 1986, as amended, with respect to the property
described below, and supplies the following information in accordance with the
regulations promulgated thereunder:
1. The name, address, and taxpayer identification or social security number of
the undersigned are:
Name: ________________________________
Address: ________________________________
________________________________
I.D. No. ________________________________
2. Description of the property with respect to which the election is being
made:
____________________( ) shares of common stock of FirstFed Bancorp,
Inc. (hereinafter, the "Common Stock").
3. The date on which the Common Stock was transferred is ______________ ___,
20__. The taxable year to which this election relates is calendar year 20__.
4. The nature of the restrictions to which the Common Stock is subject is as
follows:
The Common Stock is forfeitable until it is earned in accordance
with Section 2.6 of the 2001 Stock Incentive Plan (the "Plan"). The
Common Stock is non-transferable until the undersigned's interest
therein becomes vested and nonforfeitable, pursuant to Section 2.6
of the Plan and the agreement evidencing the taxpayer's restricted
stock award.
5. Fair market value:
The fair market value at the time of transfer (determined without
regard to any restrictions other then restrictions which by their
terms will never lapse) of the stock with respect to which this
election is being made is $_____ per share.
6. Amount paid for Common Stock:
The amount paid by taxpayer for said Common Stock is $0.00 per
share.
7. Furnishing statement to employer:
A copy of this statement has been furnished to FirstFed Bancorp,
Inc.
8. Notice:
Nothing contained herein shall be held to alter, vary or affect any
of the terms, provisions or conditions of the Plan, or the award
made thereunder to the undersigned.
Dated: ____________ __, 20__.
______________________________
Exhibit C
---------
Designation of Beneficiary
In connection with the Restricted Stock Award Agreement (the
"Restricted Stock Agreement") entered into on ________, 2001, between the
FirstFed Bancorp, Inc. (the "Company") and
_________________________________________, an individual residing at
_________________________________________________ (the "Participant"), the
Participant hereby designates the person specified below as the beneficiary of
the Participant's interest in ______ Restricted Shares of Common Stock of the
Company awarded pursuant to the Restricted Stock Agreement. This designation
shall remain in effect until revoked in writing by the Participant.
Name of Beneficiary:
-----------------------
Address:
-----------------------
-----------------------
-----------------------
Social Security No.:
-----------------------
The Participant understands that this designation operates to entitle
the above-named beneficiary to the rights conferred by the Restricted Stock
Agreement from the date this form is delivered to the Company until such date as
this designation is revoked in writing by the Participant, including by delivery
to the Company of a written designation of beneficiary executed by the
Participant on a later date.
Date:
-----------------------
By:
------------------------
[Participant Name]
Sworn to before me this
___ day of __________, _____.
--------------------------
Notary Public
County of _______________
State of _________________
