Federal
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83-3078306
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Richard B. Hurd
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Marc P. Levy, Esq.
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President and Chief Executive Officer
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Kip Weissman, Esq.
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1895 Bancorp of Wisconsin, Inc.
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Luse Gorman, PC
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7001 West Edgerton Avenue
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5335 Wisconsin Ave., N.W., Suite 780
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Greenfield, Wisconsin 53220
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Washington, DC 20015-2035
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(414) 421-8200
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ◻
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Accelerated filer ◻
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Non-accelerated filer ⌧
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Smaller reporting company ⌧
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Emerging growth company ⌧
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Title of
Securities
to be
Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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274,239
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$7.82 (2)
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$2,144,549
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$279
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Common stock, par value $0.01 per share
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59,615
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$7.88 (2)
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$469,767
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$61
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Total Securities
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333,854
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—
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$2,614,316
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$340
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(1) |
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (the “Equity Plan”) as a
result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Seneca Financial Corp. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a) under the Securities Act of 1933, as amended (the “Securities
Act”).
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(2) |
Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.
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(i) |
Any amount for which that person becomes liable under a judgment in such action; and
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(ii) |
Reasonable costs and expenses, including reasonable attorney’s fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable
judgment in such enforcement action,
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a
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Settlement,
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b. |
Final judgment against him or her, or
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c. |
Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the mutual holding company determine that he or she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the mutual holding company or its members.
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(i) |
“Action” means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review;
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(ii) |
“Court” includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought;
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(iii) |
“Final Judgment” means a judgment, decree, or order which is not appealable or as to which the period for appeal has expired with no appeal taken;
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(iv) |
“Settlement” includes the entry of a judgment by consent or confession or a plea of guilty or of nolo contendere.
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* |
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-227223) originally filed by the Company under the Securities Act with the Commission on September 7, 2018, and all amendments or reports
filed for the purpose of updating such description.
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** |
Incorporated by reference to Appendix A to the definitive proxy statement for the Special Meeting of Stockholders of 1895 Bancorp of Wisconsin, Inc. (File No. 001-38778), filed by the Company under the Exchange Act on February 21,
2020.
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1895 BANCORP OF WISCONSIN, INC.
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By:
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/s/Richard B. Hurd
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Richard B. Hurd
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/Richard B. Hurd
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President, Chief Executive Officer
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March 27, 2020
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Richard B. Hurd
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and Director
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(Principal Executive Officer)
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/s/Richard J. Krier
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Senior Vice President and Chief
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March 27, 2020 | ||
Richard J. Krier
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Financial Officer (Principal Financial and Accounting Officer)
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/s/Darrell Francis
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Chairman of the Board
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March 27, 2020
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Darrell Francis
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/s/Monica Baker
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Senior Vice President and Director
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March 27, 2020
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Monica Baker
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Signatures
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Title
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Date
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/s/Joseph Murphy
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Director
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March 27, 2020
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Joseph Murphy
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/s/James Spiegelberg
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Director
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March 27, 2020
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James Spiegelberg
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/s/John Talsky
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Director
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March 27, 2020
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John Talsky
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/s/Gary Zenobi
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Director
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March 27, 2020
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Gary Zenobi
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Re: |
1895 Bancorp of Wisconsin, Inc. - Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award will be retained and distributed to the Participant within thirty (30) days after the
Restricted Stock vests. If the Restricted Stock does not vest, the dividends will be forfeited by the Participant. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same
restrictions and will vest at the same time as the shares of Restricted Stock from which said dividends were derived.
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7. |
Delivery of Shares.
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8.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Restricted Stock Awards held by the Participant will become fully vested.
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8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, all Restricted Stock will vest as to all
shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason
of Disability, all Restricted Stock will vest as to all shares subject to an outstanding Award, whether or not then vested, at the date of Termination of Service.
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(iii)
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Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, any Restricted Stock that has not
vested as of the date of Termination of Service will expire and be forfeited. The term “Retirement” shall have the meaning set forth in Section 8.1(aa) of the Plan.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Restricted Stock
granted to a Participant that has not vested will be forfeited.
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(v)
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Other Termination. If a Participant terminates Service for any reason other than due to death, Disability, Retirement,
Involuntary Termination at or following a Change in Control or for Cause, all shares of Restricted Stock awarded to the Participant which have not vested as of the date of Termination of Service will be forfeited.
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11.1
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No Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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11.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.3 |
Restricted Stock Awards are not transferable prior to the time such Awards vest in the Participant.
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11.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Wisconsin.
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11.5 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not
be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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7.1 |
Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together
with payment by cash or other means acceptable to the Committee, including:
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7.2 |
“Fair Market Value” shall have the meaning set forth in Section 8.1(p) of the Plan.
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8.1 |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act)
and the applicable requirements of any securities exchange or similar entity.
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9.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable and will remain
exercisable for one (1) year following the Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the
Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to
termination on the expiration date of this Option, if earlier. In order for the Options to have ISO treatment, the Participant’s death must have occurred while employed or within three (3) months of Termination of Service.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the
Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to
termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of
Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). The term “Retirement” shall
have the meaning set forth in Section 8.1(aa) of the Plan. Options exercised more than three months following Retirement will not have ISO treatment.
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(iv)
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Termination for Cause. If the Participant’s Service has terminated for Cause, all Options that have not been
exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death,
Disability, Retirement, Involuntary Termination following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination,
for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Except as otherwise provided by the Committee, ISOs under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to a trust established
by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an ISO as of the day of such
transfer.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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12.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will
not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or
the Company of any such law, regulation or order or any provision thereof.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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7.1 |
Delivery of Notice of Exercise of Option. This Option will be exercised in whole or in part by the Participant’s delivery to the Company of written notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or a similar form provided by the Company) setting forth the number of shares with respect to which this Option is to be exercised, together
with payment by cash or other means acceptable to the Committee, including:
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Attention:__________________ |
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7.2 |
“Fair Market Value” shall have the meaning set forth in Section 8.1(p) of the Plan.
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8.1 |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act)
and the applicable requirements of any securities exchange or similar entity.
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9.1 |
In the event of an Involuntary Termination at or following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable and will remain
exercisable for one (1) year following the Involuntary Termination, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the
Participant’s Termination of Service by reason of the Participant’s death. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the date of death, subject to
termination on the expiration date of this Option, if earlier.
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(ii)
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Disability. This Option will become exercisable as to all shares subject to an outstanding Award, whether or not then exercisable, in the event of the
Participant’s Termination of Service by reason of the Participant’s Disability. This Option may thereafter be exercised for a period of one (1) year from the date of such Termination of Service by reason of Disability, subject to
termination on the Option’s expiration date, if earlier.
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(iii)
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Retirement. Vested Options may be exercised for a period of one (1) year from the date of Termination of Service by reason of
Retirement, subject to termination on the Option’s expiration date, if earlier (and, for purposes of clarity, non-vested Options will be forfeited on the date of Termination of Service by reason of Retirement). The term “Retirement” shall
have the meaning set forth in Section 8.1(aa) of the Plan.
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(iv)
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Termination for Cause. If the Participant’s Service has been terminated for Cause, all Options that have not
been exercised will expire and be forfeited.
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(v)
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Other Termination. If the Participant’s Service terminates for any reason other than due to death,
Disability, Retirement, Involuntary Termination following a Change in Control or Cause, all unvested Options will be forfeited and vested Options may thereafter be exercised, to the extent it was exercisable at the time of such termination,
for a period of three (3) months following termination, subject to termination on the Option’s expiration date, if earlier.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
At the discretion of the Committee, a non-qualified Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members of
Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.
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12.4 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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12.5 |
This Agreement is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant agrees that he will
not exercise the Option granted hereby nor will the Company be obligated to issue any shares of stock hereunder if the exercise thereof or the issuance of such shares, as the case may be, would constitute a violation by the Participant or
the Company of any such law, regulation or order or any provision thereof.
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12.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any subsidiary.
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any tax withholding).
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Selling ______ shares from my Option shares through a broker in full/partial payment of the purchase price.
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