As filed with the Securities and Exchange Commission on December 9, 2005
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
KENTUCKY FIRST FEDERAL BANCORP
(exact name of registrant as specified in its charter)
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UNITED STATES 61-1484858
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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479 MAIN STREET
HAZARD, KENTUCKY 41702
(606) 436-3860
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
COPIES TO:
TONY D. WHITAKER GARY R. BRONSTEIN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER THOMAS P. HUTTON
KENTUCKY FIRST FEDERAL BANCORP JOEL E. RAPPOPORT
479 MAIN STREET MULDOON MURPHY & AGUGGIA LLP
HAZARD, KENTUCKY 41702 5101 WISCONSIN AVENUE, N.W.
(606) 436-3860 WASHINGTON, D.C. 20016
(Name, address, including zip code, and telephone (202) 362-0840
number, including area code, of agent for service)
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===================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount Offering Price Per Aggregate Offering Amount of
Registered to be Registered (1) Share Price Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value 589,702 (2) $10.12 (3) $5,967,748 $639
===================================================================================================================
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Kentucky First Federal Bancorp 2005 Equity Incentive Plan (the "Plan")
as the result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of Kentucky First Federal Bancorp (the "Common
Stock") pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the shares which may be issued as stock awards or upon the
exercise of options to purchase shares of Kentucky First Federal Bancorp
common stock under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee. The
average of the high and low price of the Common Stock as reported on
December 8, 2005 in accordance with 17 C.F.R. ss.230.457(c).
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") AND 17 C.F.R. SS.230.462.
KENTUCKY FIRST FEDERAL BANCORP
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The document containing the information for the Kentucky First Federal Bancorp 2005 Equity Incentive Plan (the "Plan") specified by Part I of this Registration Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Said document need not be filed with the Securities and Exchange Commission (the "SEC") either as a part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule 428. Said document and the information incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus for the Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Kentucky First Federal Bancorp (the "Registrant" or the "Corporation") with the SEC are incorporated by reference in this Registration Statement:
(a) The Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 2005, which includes the consolidated statements of income, equity and cash flows for the periods ending June 30, 2004 and June 30, 2005, filed with the SEC on September 28, 2005 (File No. 000-51176).
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 000-51176), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on February 23, 2005.
(c) All documents filed by the Registrant and the Plan, where applicable, pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR
The Registrant (also referred to herein as the "Holding Company") shall indemnify its directors, officers and employees in accordance with the following provision from the Registrant's Bylaws:
ARTICLE XI
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys' fees and the cost of reasonable settlements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8 (numbering corresponds generally to the Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
5 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of
the common stock to be issued.
10.1 Kentucky First Federal Bancorp 2005 Equity Incentive Plan(1)
10.2 Form of Restricted Stock Award Agreement
10.3 Form of Incentive Stock Option Award Agreement
10.4 Form of Non-Statutory Stock Option Award Agreement
23.1 Consent of Muldoon Murphy & Aguggia LLP
(contained in the opinion included as Exhibit 5)
23.2 Consent of Grant Thornton LLP
24 Power of Attorney (contained on the signature pages).
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(1) Incorporated herein by reference to Appendix C in the definitive proxy statement amendment (000-51176) filed with the SEC on October 24, 2005.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement unless the information or prospectus required by (i) and (ii) is contained in periodic reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Kentucky First Federal Bancorp certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hazard, Kentucky on December 9, 2005.
KENTUCKY FIRST FEDERAL BANCORP
By:/s/ Tony D. Whitaker ------------------------------------ Tony D. Whitaker Chairman and Chief Executive Officer (principal executive officer) |
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Tony D. Whitaker and R. Clay Hulette, as the true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments to the Form S-8 registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and things requisite and necessary to be done as fully, and to all intents and purposes, as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Tony D. Whitaker Chairman, Chief Executive Officer December 9, 2005
---------------------- and Director
Tony D. Whitaker (principal executive officer)
/s/ R. Clay Hulette
---------------------- Vice President, Chief Financial Officer December 9, 2005
R. Clay Hulette and Treasurer
(principal financial and
accounting officer)
/s/ Walter G. Ecton. Jr.
------------------------ Director December 9, 2005
Walter G. Ecton. Jr.
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/s/ Don D. Jennings ---------------------- Director December 9, 2005 Don D. Jennings /s/ Stephen G. Barker ---------------------- Director December 9, 2005 Stephen G. Barker /s/ David R. Harrod ---------------------- Director December 9, 2005 David R. Harrod /s/ William D. Gorman ---------------------- Director December 9, 2005 William D. Gorman /s/ Herman D. Regan, Jr. ------------------------ Director December 9, 2005 Herman D. Regan, Jr. |
EXHIBIT INDEX
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Sequentially
Numbered Page
Exhibit No. Description Method of Filing Location
----------- ----------------------------------------- ------------------------------ ----------------
5 Opinion of Muldoon Murphy & Aguggia LLP Filed herewith.
10.1 Kentucky First Federal Bancorp 2005 Incorporated herein by
Equity Incentive Plan reference to Appendix C in
the definitive proxy
statement amendment(000-51176)
filed with the SEC on
October 24, 2005.
10.2 Form of Restricted Stock Award Agreement Filed herewith.
10.3 Form of Incentive Stock Option Award Filed herewith
Agreement
10.4 Form of Non-Statutory Stock Option Award Filed herewith
Agreement
23.1 Consent of Muldoon Murphy & Aguggia LLP Contained in the opinion
included as Exhibit 5.0.
23.2 Consent of Grant Thornton LLP Filed herewith.
24 Power of Attorney Located on the signature page.
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EXHIBIT 5: OPINION OF MULDOON MURPHY & AGUGGIA LLP
[MULDOON MURPHY & AGUGGIA LLP LETTERHEAD]
December 9, 2005
Board of Directors
Kentucky First Federal Bancorp
479 Main Street
Hazard, Kentucky 41702
Re: KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN
Board Members:
We have been requested by Kentucky First Federal Bancorp, a federal corporation (the "Company"), to issue our opinion in connection with the registration on Form S-8 of 589,702 shares of the Company's common stock, par value $.01 per share (the "Shares"). The registration statement on Form S-8 ("Registration Statement") covers 589,702 Shares that may be issued as awards under the Kentucky First Federal Bancorp 2005 Equity Incentive Plan (the "Plan"). The Plan provides that no more than 421,216 Shares may be issued upon the exercise of stock options and no more than 168,486 Shares may be issued upon the grant of restricted stock awards. The registration of the shares is being effected under the Securities Act of 1933, as amended (the "Securities Act").
We have made such legal and factual examinations and inquiries as we
have deemed advisable for the purpose of rendering this opinion. In our
examination, we have assumed and have not verified (i) the genuineness of all
signatures; (ii) the authenticity of all documents submitted to us as originals;
(iii) the conformity with the originals of all documents supplied to us as
copies; and (iv) the accuracy and completeness of all corporate records and
documents and of all certificates and statements of fact, in each case given or
made available to us by the Company or its subsidiaries.
Based on the foregoing and limited in all respects to Federal law, it is our opinion that the Shares reserved for issuance under the Plan are duly authorized and, with respect to the Shares of Company common stock issuable upon the exercise of stock options granted or to be granted under the Plan, upon payment for such stock options, and, with respect to awards of restricted stock under the Plan, upon issuance of such shares in the manner described in the Plan, the Shares granted or to be granted will be validly issued, fully paid and nonassessable.
We note that, although certain portions of the Registration Statement on Form S-8 (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of "experts" within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein.
We hereby consent to the filing of this opinion as an exhibit to the Company's Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading "Interests of Named Experts and Counsel" therein.
Very truly yours,
/s/ Muldoon Murphy & Aguggia LLP ------------------------------------ MULDOON MURPHY & AGUGGIA LLP |
EXHIBIT 10.2: FORM OF RESTRICTED STOCK AWARD AGREEMENT
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
FOR THE KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of ___________, the date the [
______ COMMITTEE] (the "Committee") awarded the Participant restricted stock
award pursuant to the Kentucky First Federal Bancorp 2005 Equity Incentive Plan
(the "2005 Plan"), subject to the terms and conditions of the 2005 Plan and this
Award Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR RESTRICTED STOCK AWARD: _________ shares of Common Stock ("Shares"),
subject to adjustment as may be necessary
pursuant to Article 11 of the 2005 Plan.
2. GRANT DATE: _________
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Unless sooner vested in accordance with Section 3 of the Terms and Conditions (attached hereto) or otherwise in the discretion of the Committee, the restrictions imposed under Section 2 of the Terms and Conditions will expire as to the following percentage of the Shares awarded hereunder, on the following respective dates; provided that Participant is then still employed by or in service with the Company or any of its subsidiaries:
Percentage of Number of Shares
Shares Vesting Vesting Vesting Date
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
_____ _____ _____
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IN WITNESS WHEREOF, Kentucky First Federal Bancorp, acting by and through the [ _______ COMMITTEE] of the Board of Directors of the Company, has caused this Award Agreement to be executed as of the Grant Date, set forth above.
KENTUCKY FIRST FEDERAL BANCORP
ACCEPTED BY PARTICIPANT:
TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares underlying your Restricted Stock Award are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2005 Plan.
2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock Award are subject to the following restrictions ("Restricted Shares") until they expire or terminate.
(a) Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered.
(b) If your Participant's employment or service with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b) of Section 3 hereof, then you will forfeit all of your rights, title and interest in and to the Restricted Shares as of the date of termination, and the Restricted Shares shall revert to the Company under the terms of the 2005 Plan.
(c) Restricted Shares are subject to the vesting schedule set forth on page 1 of this Award Agreement.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the "Restricted Period"):
(a) As to the percentages of the Shares specified in the vesting
schedule on page 1 of this Award Agreement, on the respective dates
specified in the vesting schedule on page 1; provided you are then
still employed by or in service of the Company or an Affiliate; or
(b) Upon termination of your employment by reason of death or
Disability; or
(c) Upon a change in control.
4. DELIVERY OF SHARES. Once the Shares are vested (SEE VESTING SCHEDULE ON PAGE 1), the Shares (and accumulated dividends and earnings, if any) will be distributed in accordance with your instructions.
5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Shares, you have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If you forfeit any rights you may have under this Award Agreement in accordance with Section 2, you will no longer have any rights as a shareholder with respect to the Restricted Shares or any interest therein and you will no longer be entitled to receive dividends on such Shares.
6. CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee may adjust this award to preserve the benefits or potential benefits of this award. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of Shares, the Shares then subject to this Award Agreement will automatically be adjusted proportionately.
7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment or service at any time, nor confer upon a you any right to continue in the employ or service of the Company or any Affiliate.
8. PAYMENT OF TAXES. You may make an election to be taxed upon your Restricted Stock Award under Section 83(b) of the Code within 30 days of the Grant Date. If you do not make an 83(b) Election, upon vesting of the Restricted Stock Award the Committee is entitled to require as a condition of delivery: (i) that the you remit an amount sufficient to satisfy any and all federal, state and local (if any) tax withholding requirements and employment taxes (I.E., FICA and FUTA), (ii) that the withholding of such sums come from compensation otherwise due to you or from Shares due to you under the 2005 Plan, or (iii) any combination of the foregoing. Any withholding shall comply with Rule 16b-3 or any amendments or successive rule. OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.
9. PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2005 Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall be controlling and determinative.
10. SEVERABILITY. If any one or more of the provisions contained in this Agreement is deemed to be invalid, illegal or unenforceable, the other provisions of this Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
11. NOTICE. Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Kentucky First Federal Bancorp
479 Main Street
Hazard, Kentucky 41702
Attn: [_____ COMMITTEE]
or any other address designated by the Company in a written notice to you. Notices to you will be directed to your address as then currently on file with the Company, or at any other address given by that you provide in a written notice to the Company.
12. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2005 Plan.
EXHIBIT 10.3: FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT
FORM OF
INCENTIVE STOCK OPTION AWARD AGREEMENT
FOR THE KENTUCKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN
This Award Agreement is provided to ________________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of _________, the date the [
______ COMMITTEE] (the "Committee") granted the Participant the right and option
to purchase Shares pursuant to the Kentucky First Federal Bancorp 2005 Equity
Incentive Plan (the "2005 Plan"), subject to the terms and conditions of the
2005 Plan and this Award Agreement:
1. OPTION GRANT: You have been granted an INCENTIVE STOCK OPTION
(referred to in this Agreement as your "Option").
2. NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ___________ shares of Common Stock ("Shares"),
subject to adjustment as may be necessary pursuant to
Article 11 of the 2005 Plan.
3. GRANT DATE: ___________
4. EXERCISE PRICE: You may purchase Shares covered by your Option at a
price of $_______ per share.
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Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the Committee,
the Options shall vest (become exercisable) in accordance with the following
schedule:
Continuous Status Percentage of
as a Participant Option Vested/ Number of Shares
after Grant Date Number of Shares Available for Exercise Vesting Date
---------------- ---------------- ---------------------- ------------
Less than 1 year _____ _____ ______
1 year _____ _____ ______
2 years _____ _____ ______
3 years _____ _____ ______
4 years _____ _____ ______
5 years _____ _____ ______
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IN WITNESS WHEREOF, Kentucky First Federal Bancorp, acting by and through the [ _____ COMMITTEE] of the Board of Directors of the Company, has caused this Award Agreement to be executed as of the Grant Date, set forth above.
KENTUCKY FIRST FEDERAL BANCORP
ACCEPTED BY PARTICIPANT: By:
-------------------------------------
On behalf of the [ _____] Committee
---------------------
[Name]
---------------------
Date
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TERMS AND CONDITIONS
1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2005 Plan. The Company intends this grant to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended.
2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:
(a) Upon your death or Disability during your Continuous Status as a Participant; or
(b) Upon a Change in Control.
3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:
(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than by reason of your death or Disability.
(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2005 Plan) may exercise your Option.
(d) At the end of the remaining original term of the Option, if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control. Options exercised after three (3) months from your termination date will be treated as Non-Statutory Stock Options for tax purposes.
The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant that you held prior to termination, but no vesting credit will be earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of
service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.
4. EXERCISE OF OPTION. You may exercise your Option by providing:
(a) a written notice of intent to exercise to [NAME] at the address and in the form specified by the [ _______ COMMITTEE] of the Board of Directors of the Company from time to time; and
(b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a cash-less exercise. Payment for such Shares can be made in cash, Company common stock ("stock swap"), a combination of cash and Company common stock or a "cash-less exercise" (if permitted by the Committee).
5. BENEFICIARY DESIGNATION. You may, in the manner determined by the Committee, designate a beneficiary to exercise your rights hereunder and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights hereunder is subject to all terms and conditions of this Award Agreement and the 2005 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment will be made to your estate. Subject to the foregoing, you may change or revoke a beneficiary designation at any time, provided the change or revocation is filed with the Company.
6. WITHHOLDING.
(A) EXERCISE OF INCENTIVE
STOCK OPTION:
Under this Award Agreement, there
are no regular federal or state
income or employment tax liabilities
upon the exercise of an Incentive
Stock Option (SEE INCENTIVE STOCK
OPTION HOLDING PERIOD), although the
excess, if any, of the Fair Market
Value of the shares of Common Stock
on the date of exercise over the
Exercise Price will be treated as
income for alternative minimum tax
("AMT") purposes and may subject you
to AMT in the year of exercise.
Please check with your tax advisor.
(B) DISQUALIFYING DISPOSITION:
In the event of a disqualifying
disposition (described below), you
may be required to pay Kentucky
First Federal Bancorp or its
Affiliates (based on the federal and
state regulations in place at the
time of exercise) an amount
sufficient to satisfy all federal, state and local tax withholding.
(C) INCENTIVE STOCK OPTION HOLDING PERIOD:
In order to receive Incentive Stock
Option tax treatment under Section
422 of the Code, you may not dispose
of Shares acquired under an
Incentive Stock Option Award (i) for
two (2) years from the Date of Grant
and (ii) for one (1) year after the
date you exercise your Incentive
Stock Option. YOU MUST NOTIFY THE
COMPANY WITHIN TEN (10) DAYS OF AN
EARLY DISPOSITION OF COMMON STOCK
(I.E., A "DISQUALIFYING
DISPOSITION").
7. LIMITATION OF RIGHTS. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights of a shareholder of the Company unless and until Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your service at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.
8. STOCK RESERVE. The Company shall, at all times during the term of this Award Agreement, reserve and keep available a sufficient number of Shares to satisfy the requirements of this Award Agreement.
9. RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and the Option shall not be subject to any lien, obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer the Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code, if such Section applied to an Option under the 2005 Plan; provided, however, that the Committee may (but need not) permit other transfers. Only you or a permitted transferee may exercise the Option during your lifetime.
10. PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2005 Plan. In the event of any actual or alleged conflict between the provisions of the 2005 Plan and the provisions of this Award Agreement, the provisions of the 2005 Plan shall be controlling and determinative.
11. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2005 Plan.
12. SEVERABILITY. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be
construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
13. NOTICE. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Kentucky First Federal Bancorp
479 Main Street
Hazard, Kentucky 41702
Attn: [ ____ COMMITTEE]
or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, then currently on file with the Company, or at any other address that you provide in a written notice to the Company.
EXHIBIT 10.4: FORM OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT
FORM OF
NON-STATUTORY STOCK OPTION AWARD AGREEMENT
FOR THE KENTCUKY FIRST FEDERAL BANCORP 2005 EQUITY INCENTIVE PLAN
This Award Agreement is provided to _______________ (the "Participant") by
Kentucky First Federal Bancorp (the "Company") as of _________, the date the [
______ COMMITTEE] (the "Committee") granted the Participant the right and option
to purchase Shares pursuant to the Kentucky First Federal Bancorp 2005 Equity
Incentive Plan (the "2005 Plan"), subject to the terms and conditions of the
2005 Plan and this Award Agreement:
1. OPTION GRANT: You have been granted a NON-STATUTORY STOCK OPTION
(referred to in this Agreement as your "Option"). Your
Option is NOT intended to qualify as an "incentive stock
option" under Section 422 of the Internal Revenue Code
of 1986, as amended.
2. NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ________ shares of Common Stock ("Shares"), subject
to adjustment as may be necessary pursuant to Article 11
of the 2005 Plan.
3. GRANT DATE: ________
4. EXERCISE PRICE: You may purchase Shares covered by your Option at a
price of $______ per share.
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Unless sooner vested in accordance with Section 2 of the Terms and
Conditions (attached hereto) or otherwise in the discretion of the
Committee, the Options shall vest (become exercisable) in accordance
with the following schedule:
Continuous Status
as a Participant Percentage of Number of Shares
after Grant Date Option Vested Available for Exercise Vesting Date
---------------- ------------- ---------------------- ------------
Less than 1 year _____ _____ _____
1 year _____ _____ _____
2 years _____ _____ _____
3 years _____ _____ _____
4 years _____ _____ _____
5 years _____ _____ _____
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IN WITNESS WHEREOF, Kentucky First Federal Bancorp acting by and through the [_______COMMITTEE] of the Board of Directors of the Company, has caused this Award Agreement to be executed as of the Grant Date, set forth above.
KENTUCKY FIRST FEDERAL BANCORP
ACCEPTED BY PARTICIPANT: By:
---------------------------------------
On behalf of the Compensation Committee
-----------------------------
[Name]
-----------------------------
Date
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TERMS AND CONDITIONS
1. GRANT OF OPTION. The Grant Date, Exercise Price and number of Shares subject to your Option are stated on page 1 of this Award Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the 2005 Plan.
2. VESTING OF OPTIONS. The Option shall vest (become exercisable) in accordance with the vesting schedule shown on page 1 of this Award Agreement. Notwithstanding the vesting schedule on page 1, the Option will also vest and become exercisable:
(a) Upon your death or Disability during your Continuous Status as a Participant; or
(b) Upon a Change in Control.
3. TERM OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of the Option will be for a period of ten (10) years, expiring at 5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the "Expiration Date"). To the extent not previously exercised, the vested portion of your Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:
(a) Three (3) months after the termination of your Continuous Status as a Participant for any reason other than by reason of your death or Disability.
(b) Twelve (12) months after termination of your Continuous Status as a Participant by reason of Disability.
(c) Twelve (12) months after the date of your death, if you die while employed, or during the three-month period described in subsection (a) above or during the twelve-month period described in subsection (b) above and before the Option would otherwise lapse. Upon your death, your beneficiary (designated pursuant to the terms of the 2005 Plan) may exercise your Option.
(d) At the end of the remaining original term of the Option if your employment is involuntarily or constructively terminated within twelve (12) months of a Change in Control.
The Committee may, prior to the lapse of your Option under the circumstances described in paragraphs (a), (b), (c) or (d) above, extend the time to exercise your Option as determined by the Committee in writing and subject to federal regulations. If you return to employment with the Company during the designated post-termination exercise period, then you will be restored to the status as a Participant you held prior to such termination, but no vesting credit will be
earned for any period you were not in Continuous Status as a Participant. If you or your beneficiary exercises an Option after your termination of service, the Option may be exercised only with respect to the Shares that were otherwise vested on the date of your termination of service.
4. EXERCISE OF OPTION. You may exercise your Option by providing:
(a) a written notice of intent to exercise to [NAME] at the address and in the form specified by the [ _______ COMMITTEE] of the Board of Directors of the Company from time to time; and
(b) payment to the Company in full for the Shares subject to such exercise (unless the exercise is a cash-less exercise). Payment for such Shares can be made in cash, Company common stock ("stock swap"), a combination of cash and Company common stock or a "cash-less exercise" (if permitted by the Committee).
5. BENEFICIARY DESIGNATION. You may, in a manner determined by the Committee, designate a beneficiary to exercise your rights hereunder and to receive any distribution with respect to this Option upon your death. A beneficiary, legal guardian, legal representative, or other person claiming any rights hereunder is subject to all terms and conditions of this Award Agreement and the 2005 Plan, and to any additional restrictions deemed necessary or appropriate by the Committee. If you have not designated a beneficiary or none survives you, the Option may be exercised by the legal representative of your estate, and payment shall be made to your estate. Subject to the foregoing, you may change or revoke a beneficiary designation at any time provided the change or revocation is filed with the Company.
6. WITHHOLDING. The Company or any employer Affiliate has the authority
and the right to deduct or withhold, or require you to remit to the
Company, an amount sufficient to satisfy federal, state, and local (if
any) withholding taxes and employment taxes (I.E., FICA and FUTA).
OUTSIDE DIRECTORS OF THE COMPANY ARE SELF-EMPLOYED AND ARE NOT SUBJECT
TO TAX WITHHOLDING.
7. LIMITATION OF RIGHTS. This Option does not confer on you or your beneficiary designated pursuant to Paragraph 5 any rights of a shareholder of the Company unless and until Shares are in fact issued in connection with the exercise of the Option. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to terminate your employment at any time, nor confer upon you any right to continue in the service of the Company or any Affiliate.
8. RESTRICTIONS ON TRANSFER AND PLEDGE. You may not pledge, encumber, or hypothecate your right or interest in this Option to or in favor of any party other than the Company or an Affiliate, and this Option shall not be subject to any lien,
obligation, or liability of the Participant to any other party other than the Company or an Affiliate. You may not assign or transfer this Option other than by will or the laws of descent and distribution or pursuant to a domestic relations order that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Option under the 2005 Plan; provided, however, that the Committee may (but need not) permit other requested transfers. Only you or any permitted transferee may exercise this Option during your lifetime.
9. PLAN CONTROLS. The terms contained in the 2005 Plan are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the 2005 Plan. In the event of any actual or alleged conflict between the provisions of the 2005 Plan and the provisions of this Award Agreement, the provisions of the 2005 Plan shall be controlling and determinative.
10. SUCCESSORS. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the 2005 Plan.
11. SEVERABILITY. If any one or more of the provisions contained in this Award Agreement is invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
12. NOTICE. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Kentucky First Federal Bancorp
479 Main Street
Hazard, Kentucky 41702
Attn: [ _____ COMMITTEE]
or any other address designated by the Company in a written notice to the Participant. Notices to you will be directed to your address, as then currently on file with the Company, or at any other address that you provide in a written notice to the Company.
13. STOCK RESERVE. The Company shall at all times during the term of this Agreement reserve and keep available a sufficient number of Shares to satisfy the requirements of this Agreement.
EXHIBIT 23.2: CONSENT OF GRANT THORNTON LLP
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Bank of Directors
Kentucky First Federal Bancorp
We have issued our report dated September 1, 2005 with respect to the audit of Kentucky First Federal Bancorp's consolidated statements earnings, stockholders' equity, comprehensive income and cash flows for each of the years in the three year period ended June 30, 2005, which is included in Bancorp's Annual Report on Form 10-K for the year ended June 30, 2005. We hereby consent to the incorporation by reference of said report in Kentucky First Federal Bancorp's Form S-8 to be filed on or about December 2, 2005.
/s/Grant Thornton LLP Cincinnati, Ohio December 2, 2005 |