Maryland
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61-1993378
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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 Hurd
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Marc P. Levy, Esq.
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Chief Executive Officer
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Beverly J. White, 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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Regulation S-K
Exhibit Number
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Document
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1895 BANCORP OF WISCONSIN, INC.
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By:
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/s/ Richard Hurd
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Richard Hurd
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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 Hurd
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Chief Executive Officer and
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August 29, 2022
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Richard Hurd
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Director
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(Principal Executive Officer)
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/s/ David R. Ball
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President, Chief Operating
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August 29, 2022
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David R. Ball
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Officer and Director
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/s/ Steven Klitzing
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Senior Vice President and Chief Financial Officer
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August 29, 2022
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Steven Klitzing
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(Principal Financial and Accounting Officer)
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/s/ Darrell Francis
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Chairman of the Board
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August 29, 2022
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Darrell Francis
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Signatures
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Title
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Date
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/s/ Monica Baker
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Senior Vice President and
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August 29, 2022
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Monica Baker
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Director
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/s/ Joseph Murphy
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Director
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August 29, 2022
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Joseph Murphy
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/s/ James Spiegelberg
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Director
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August 29, 2022
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James Spiegelberg
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/s/ John Talsky
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Director
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August 29, 2022
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John Talsky
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/s/ Gary Zenobi
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Director
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August 29, 2022
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Gary Zenobi
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Re: |
1895 Bancorp of Wisconsin, Inc. 2022 Equity Incentive Plan
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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1.
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Name of Participant: __________________________________ |
2.
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Date of Grant:__________________________________ |
3.
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Total number of shares of Company common stock, $0.01 par value per share, covered by this Restricted Stock Award:___________
(subject to adjustment pursuant to Section 8 hereof).
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4. |
Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein.
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5. |
Grant of Restricted Stock Award. The Restricted Stock Award will be in the form of issued and outstanding shares of Stock registered in the name of the Participant and held
by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue
Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of the Awards.
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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 and outstanding under this Agreement on matters that require a shareholder vote.
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6.2 |
Any cash dividends or distributions declared with respect to shares of Restricted Stock awarded and outstanding under this Agreement will be distributed to the Participant at the time the underlying shares of
Restricted Stock vest. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions as the Restricted Stock 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. Delivery of shares of Stock under this Restricted Stock Award 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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8. |
Adjustment Provisions. This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events
specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
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9. |
Effect of Termination of Service on Restricted Stock Award.
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9.1 |
Upon the Participant’s Termination of Service, this Restricted Stock Award will vest as follows:
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of death, any unvested shares of Restricted Stock subject to this Agreement
will immediately vest.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this
Agreement will immediately vest.
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(iii)
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Retirement. In the event of the Participant’s Termination of Service by reason of Retirement, any unvested shares of Restricted Stock subject to this Agreement will expire
and be forfeited as of the date of the Termination of Service.
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(iv)
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Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock
subject to this Agreement will immediately vest.
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(v)
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Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested
shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service.
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(vi)
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Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to
death, Disability or for Cause or an Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of
Service.
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10. |
Miscellaneous.
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10.1 |
This Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills all
conditions for receipt of such rights.
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10.2 |
Except as otherwise provided for in the Plan, 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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10.3 |
This Restricted Stock Award is not transferable except as provided for in the Plan.
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10.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Wisconsin.
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10.5 |
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 the shares would constitute a violation of any such law, regulation or order or any provision thereof.
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10.6 |
Restricted Stock Awards under this Agreement are subject to any required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company.
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10.7 |
Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the
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10.8
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Participant at any time, nor confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate.
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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10.9 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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1. |
Name of Participant: ________________
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2. |
Date of Grant: ________________, 20
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:__________
(subject to adjustment pursuant to Section 9 hereof). |
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This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under Code Section 422(d), which convers incentive tax treatment on the
first $100,000 of Incentive Stock Options (based on the exercise price of the Option) that vest in any one calendar year, provided the Participant holds the share(s) received on exercise for the longer of one year from the date of exercise
or two years from the date of grant of the Option.
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•
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Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this Agreement that vest in
a calendar year will be aggregated with any earlier Option grant you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a calendar year under a
prior Option Award, any Options that you receive under this Agreement that vest in the same calendar year will be considered Non-Qualified Stock Options.
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4. |
Exercise price per share: ___________________
(subject to adjustment pursuant to Section 9 below)
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5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on or after the expiration
date.
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6. |
Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified
herein.
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7. |
Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may 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 as otherwise acceptable to 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, in accordance with the Plan.
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8. |
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 of 1933, as amended) and the
applicable requirements of any securities exchange or similar entity.
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9. |
Adjustment Provisions. This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance
with the provisions of Section 3.4 of the Plan.
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10. |
Accelerated Vesting and Exercisability Period.
The vesting of this Option will accelerate as set forth in the following provisions under the Plan: |
10.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of this Option will vest and any unexercised portion of the Option may thereafter be
exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the Participant’s date of death.
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10.2 |
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any unexercised portion of the
Option may thereafter be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Termination of Service due to Disability.
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10.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option will vest and any
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unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Participant’s Involuntary Termination of Service.
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10.4
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Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, vested Options may be exercised for a period of one (1) year from the date of
Termination of Service. Options that have not vested will expire and be forfeited on the date of Termination of Service by reason of Retirement. “Retirement” has the meaning set forth in Article 8 of the Plan.
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10.5 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised
will immediately expire and be forfeited.
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10.6 |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Retirement, Involuntary
Termination at or following a Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and only for a period of three (3) months following the termination.
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11. |
Incentive Option Treatment. The Incentive Stock Options granted hereunder are subject to the requirements of Code Section 421. No Option will be eligible for treatment as an Incentive Stock Option
in the event such Option is exercised more than three (3) months following Termination of Service (except in the case of Termination of Service due to death or Disability). In order to obtain Incentive Stock Option treatment for Options
exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three (3) months of the Participant’s Termination of Service.
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12. |
Miscellaneous.
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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 |
Except as otherwise provided for in the Plan, 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, Incentive Stock Options under the Plan are not transferable except (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the
Participant; or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (iii), the Option will not qualify as an Incentive Stock Option as of
the day of the transfer.
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12.4 |
Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, which is two (2) years from the grant date of the Option and
more than one (1) year from the date of exercise.
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12.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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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 of its subsidiaries.
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12.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
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12.8 |
This Option 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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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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My check in the sum of $_______ and 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 minimum required 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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Date: _______________, 20___.
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_________________________________________
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Participant’s signature
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1.
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Name of Participant: __________________________
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2.
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Date of Grant: __________________________
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3.
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Total number of shares of Company common stock, $0.01 par value per share, that may be acquired pursuant to this Option:
(subject to adjustment pursuant to Section 9 hereof)._____________
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•
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This is a Non-Qualified Stock Option.
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4.
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Exercise price per share: $ ____________________
(subject to adjustment pursuant to Section 9 below)
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5.
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Expiration Date of Option:________________________. Notwithstanding anything in this Agreement to the
contrary, no part of this Option may be exercised at any time on or after the expiration date.
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6. |
Vesting Schedule. Except as otherwise provided in this Agreement, this Option first becomes exercisable, subject to the Option’s expiration date, in accordance with the vesting schedule specified
herein.
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7. |
Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may 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 as otherwise acceptable to 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, in accordance with the Plan.
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8. |
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 of 1933, as amended) and the
applicable requirements of any securities exchange or similar entity.
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9. |
Adjustment Provisions.
This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
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10.
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Accelerated Vesting and Exercisability Period.
The vesting of this Option will accelerate as set forth in the following provisions under the Plan: |
10.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of this Option will vest and any unexercised portion of the Option may thereafter be
exercised by the Participant’s legal representative or beneficiaries for a period of one (1) year from the Participant’s date of death.
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10.2 |
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any unexercised portion of the
Option may thereafter be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Termination of Service due to Disability.
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10.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option will vest and any unexercised portion
of the Option may be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Participant’s Involuntary Termination of Service.
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10.4 |
Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, vested Options may be exercised for a period of one (1) year from the date of
Termination of Service. Options that have not vested will expire and be forfeited on the date of Termination of Service by reason of Retirement. “Retirement” has the meaning set forth in Article 8 of the Plan.
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10.5 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement that have not been exercised
will immediately expire and be forfeited.
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10.6 |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability, Retirement, Involuntary
Termination at or following a Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and only for a period of three (3) months following the termination.
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11. |
Miscellaneous.
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11.1 |
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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11.2 |
Except as otherwise provided for in the Plan, 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 |
At the discretion of the Committee, a Non-Qualified Option granted under the Plan may be transferable by the Participant, provided, however, that 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 the transfers are not made for consideration to the Participant.
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11.4 |
This Option will be subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company.
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11.5 |
This Agreement will be governed by and construed in accordance with the laws of the State of Wisconsin.
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11.6 |
The granting of this Option does not confer upon the Participant any right to be retained in the service of the Company or any of its subsidiaries.
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11.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
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11.8 |
This Option 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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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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My check in the sum of $_______ and 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 minimum required 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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Date: _______________, 20___.
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_________________________________________
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Participant’s signature
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount Registered
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Proposed Maximum Aggregate Offering Price Per Share
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Maximum Aggregate Offering Price(2)
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Fee Rate
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Amount of Registration Fee
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Equity
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Common stock, $0.01 par value per share
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Rules 457(c) and 457(h)
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407,330(1)
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$9.94
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$4,048,860.20(2)
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0.0000927
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$375.33
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Equity
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Common stock, $0.01 par value per share
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Rule 457(h)(1)
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88,550(3)
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$9.91
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$877,530.50
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0.0000927
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$81.35
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Total Offering Amounts
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$4,926,390.70
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$456.68
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Total Fees Previously Paid
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̶
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̶
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Total Fee Offsets
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̶
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̶
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Net Fee Due
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$4,926,390.70
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$456.68
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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. 2022 Equity Incentive Plan as a result of a stock
split, stock dividend or similar adjustment of the outstanding common stock of 1895 Bancorp of Wisconsin, Inc. pursuant to 17 C.F.R. Section 230.416(a).
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(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act. Based on the average of the high and low prices of the Company’s common stock as reported on
the Nasdaq Global Select Market on August 26, 2022.
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(3) |
Represents the number of shares of common stock currently reserved for issuance for options that were granted on August 27, 2022, but have not been exercised by the recipient pursuant to the Equity Plan.
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