As filed with the Securities and Exchange
Commission on January 24, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST NATIONAL COMMUNITY BANCORP, INC.
(Exact Name of Registrant as Specified in
Its Charter)
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Pennsylvania
(State or Other Jurisdiction of Incorporation
or
Organization)
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23-
2900790
(I.R.S. Employer Identification No.)
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102 E. Drinker St., Dunmore, PA
(Address of Principal Executive Offices)
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18512
(Zip Code)
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2013 First National Community Bancorp,
Inc.
Long-Term Incentive Compensation Plan
(Full Title of the Plan)
Mary Griffin Cummings, Esquire
General Counsel
First National Community Bancorp, Inc.
102 E. Drinker St.
Dunmore, PA 18512
(Name and Address of Agent for Service)
(570) 346-7667
(Telephone Number, Including Area Code,
of Agent for Service)
Copy of all communications to
:
Stephen T. Burdumy, Esq.
Elizabeth A. Diffley, Esq.
Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, Pennsylvania 19103
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
þ
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price
Per Share (1)
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Proposed Maximum
Aggregate
Offering Price (1)
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Amount of
Registration
Fee
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Common Stock, $1.25 par value
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1,200,000 Shares
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(2)
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$
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7.75
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$
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9,300,000
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$
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1,197.84
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(1)
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Estimated pursuant to Rule 457(c) and (h) solely for the purpose of calculating the registration fee, based upon the average
of the high and low sales prices of shares of Common Stock on January 16, 2014, with respect to the 1,200,000 shares of Common
Stock issuable under the plan.
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(2)
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Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares
and associated stock purchase rights
as
may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected
without the receipt of consideration.
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EXPLANATORY NOTE
This Registration Statement registers under
the Securities Act of 1933, as amended (the “Securities Act”), shares of Common Stock of First National Community Bancorp,
Inc. (the “Registrant”) to be issued pursuant to the 2013 First National Community Bancorp, Inc. Long-Term Incentive
Compensation Plan (the “Plan”).
The prospectus documents containing the
information specified in Part I of Form S-8 need not be filed with the Securities and Exchange Commission (the “Commission”)
either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act, but will be sent or given to employees (as such term is defined under Form S-8) as specified by Rule 428(b)(1) under the Securities
Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II below,
taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.
Incorporation of Documents by
Reference
.
The following documents filed with the Commission
by the Registrant are incorporated by reference in this Registration Statement and made a part hereof, except information furnished
under Items 2.02 or 7.01 of Form 8-K, which is neither deemed filed nor incorporated by reference herein:
1. The Registrant’s Annual Report
on Form 10-K for the year ended December 31, 2012;
2. The Registrant’s Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2013, June 30, 2013 and September 30, 2013;
3. The Registrant’s Current Reports
on Form 8-K, dated August 16, 2013, September 11, 2013, October 7, 2013, November 27, 2013, and December 27, 2013; and
4. The description of the Registrant’s
Common Stock, par value $1.25 per share, contained in the Registrant’s Registration Statement on Form S-4, filed with the
SEC on March 28, 1997 and effective on April 17, 1997, including all amendments and reports filed for the purpose of updating that
description.
All documents and reports filed by the Registrant
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date
of filing of such documents or reports. Any statement contained 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 or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified shall not be deemed to constitute a part of the Registration
Statement except as so modified and any statement so superseded shall not be deemed to constitute a part of this Registration Statement.
Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification of Directors and Officers
.
Subchapter D of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended (the “PBCL”), contains provisions relating to the indemnification of persons
by a Pennsylvania business corporation, including directors and officers of the corporation.
Sections 1741 and 1742 of the PBCL provide
that a business corporation may indemnify directors and officers against liabilities and expenses they may incur as such provided
that the particular person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. In general, a business corporation’s power to indemnify under these sections does not exist in the case of
actions against a director or officer by or in the right of the corporation if the person otherwise entitled to indemnification
shall have been adjudged to be liable to the corporation unless and only to the extent it is judicially determined that, despite
the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to
indemnification for specified expenses. Section 1743 of the PBCL provides that a business corporation is required to indemnify
directors and officers against expenses they may incur in defending actions against them in such capacities to the extent they
are successful on the merits or otherwise in the defense of such actions.
Section 1744 provides that, unless ordered
by a court, any indemnification under Section 1741 or 1742 shall be made by a business corporation only as authorized in the specific
case upon a determination that indemnification of a director or officer is proper because the director or officer met the applicable
standard of conduct, and such determination must be made: (i) by the board of directors by a majority vote of a quorum of directors
not parties to the action or proceeding; (ii) if a quorum is not obtainable or if obtainable and a majority of disinterested directors
so directs, by independent legal counsel; or (iii) by the shareholders.
Section 1745 provides that expenses incurred
by a director or officer in defending any action or proceeding referred to in Subchapter D of Chapter 17 of the PBCL may be paid
by a business corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or
on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to
be indemnified by the corporation.
Section 1746 grants a business corporation
broad authority to indemnify its directors and officers for liabilities and expenses incurred in such capacity, except in circumstances
where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful
misconduct or recklessness.
Section 1747 permits a business corporation
to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a representative of another corporation or other enterprise, against any liability
asserted against such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether
or not the corporation would have the power to indemnify the person against such liability under Subchapter D of Chapter 17 of
the PBCL.
Section 1748 applies the indemnification
and advancement of expenses provisions contained in Subchapter D of Chapter 17 of the PBCL to successor corporations resulting
from consolidation, merger or division.
Section 1750 provides that the indemnification
and advancement of expenses pursuant to Subchapter D of Chapter 17 of the PBCL will, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director or officer of the corporation and shall inure to the benefit
of the heirs and personal representative of that person.
Article 6, Section 6.01, of the Registrant’s
By-Laws requires the Registrant to indemnify each present and former director and officer who was or is a party to or witness in,
or is threatened to be made a party to or a witness in, any threatened, pending or completed action, suit or proceeding, including
actions by or in the right of the Registrant, whether civil, criminal, administrative or investigative, by reason of the fact that
such person is or was a director or officer of the Registrant, or is or was serving while a director or officer of the Registrant
at the request of the Registrant as a director, officer, employee, agent, fiduciary or other representative of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees),
judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted self-dealing, willful misconduct or recklessness, subject to any limitations prescribed by state or
federal law, rule or regulation or interpretations thereof.
Section 6.02 of the By-Laws requires the
Registrant to pay in advance of the final disposition, expenses incurred by an officer or director in connection with participating
in a civil or criminal action, suit or proceeding. Section 6.03 provides that the indemnification and advancement of expenses provided
in the Registrant’s By-Laws is not exclusive of any other rights to which directors and officers may be entitled under the
Registrant’s Articles of Incorporation, any insurance or other agreement, vote of shareholders or directors or otherwise.
Section 6.04 permits the Registrant to purchase and maintain directors’ and officers’ liability insurance. The Registrant
maintains this insurance.
Item 7.
Exemption from Registration Claimed
.
Not Applicable.
Item 8.
Exhibits
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Exhibit No.
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Description of Exhibit
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4.1
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2013 First National Community Bancorp, Inc. Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit A to the Registrant’s definitive proxy statement filed with the Commission on November 22, 2013 on Schedule 14A).
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4.2
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Form of Restricted Stock Agreement.
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4.3
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Form of Stock Option Agreement.
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5
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Opinion of Drinker Biddle & Reath LLP.
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23.1
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Consent of Drinker Biddle & Reath LLP (included as part of Exhibit 5 hereto).
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23.2
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Consent of McGladrey LLP.
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24
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Power of Attorney (included as part of the signature page hereto).
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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:
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(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;
provided
,
however
, that paragraphs (1)(i) and
(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.
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.
The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 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 directors, 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES AND POWER
OF ATTORNEY
Pursuant to the requirements of the Securities
Act of 1933, the Registrant 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 the Borough of Conshohocken, Commonwealth of Pennsylvania on this 24th day of January, 2014.
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FIRST NATIONAL COMMUNITY BANCORP, INC.
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By:
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/s/ Steven R. Tokach
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Steven R. Tokach
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President, Chief Executive Officer and Director
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Each person whose signature appears below
constitutes and appoints Steven R. Tokach, Mary Griffin Cummings and James M. Bone, Jr., and each of them, his or her 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 and all amendments to this Registration Statement, and to file the same
with the 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 thing requisite and necessary to be done in and about the premises, as fully 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 their substitute or substitutes, 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 below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Steven R. Tokach
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President, Chief Executive Officer
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January 24, 2014
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Steven R. Tokach
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and Director (Principal Executive
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Officer)
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/s/ James M. Bone, Jr.
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Executive Vice President and Chief
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January 24, 2014
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James M. Bone, Jr., CPA
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Financial Officer (Principal Financial
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Officer)
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/s/ Stephanie A. Westington
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Senior Vice President and Controller
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January 24, 2014
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Stephanie A. Westington, CPA
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(Principal Accounting Officer)
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/s/ Michael J. Cestone, Jr.
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Director
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January 24, 2014
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Michael J. Cestone., Jr.
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/s/ Joseph Coccia
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Director
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January 24, 2014
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Joseph Coccia
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/s/ Dominick L. DeNaples
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Director
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January 24, 2014
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Dominick L. DeNaples
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/s/ Louis A. DeNaples, Jr.
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Director
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January 24, 2014
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Louis A. DeNaples, Jr.
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/s/ Joseph J. Gentile
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Director
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January 24, 2014
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Joseph J. Gentile
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/s/ Thomas J. Melone
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Director
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January 24, 2014
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Thomas J. Melone
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/s/ John P. Moses
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Director
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January 24, 2014
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John P. Moses
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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4.1
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2013 First National Community Bancorp, Inc. Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit A to the Registrant’s definitive proxy statement filed with the Commission on November 22, 2013 on Schedule 14A).
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4.2
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Form of Restricted Stock Agreement.
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4.3
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Form of Stock Option Agreement.
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5
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Opinion of Drinker Biddle & Reath LLP.
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23.1
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Consent of Drinker Biddle & Reath LLP (included as part of Exhibit 5 hereto).
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23.2
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Consent of McGladrey LLP.
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24
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Power of Attorney (included as part of the signature page hereto).
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EXHIBIT 4.2
2013 FIRST NATIONAL
COMMUNITY BANCORP, INC.
LONG-TERM INCENTIVE
COMPENSATION PLAN
Restricted
Stock
Award
Agreement
for
[eligible
participant Name]
We are pleased to advise you that First National
Community Bancorp, Inc. (the "Corporation") hereby grants to you under the 2013 First National Community Bancorp, Inc.
Long Term Incentive Compensation Plan (the "Plan"), an award of restricted stock consisting of _________ shares of Stock
of the Corporation (the “Restricted Stock”), subject to the parties hereto signing this Agreement and your complying
with the provisions hereof. This Award is subject in all respects to the applicable provisions of the Plan, a complete copy of
which has been furnished to you and receipt of which you acknowledge by acceptance of the Award. Such provisions are incorporated
herein by reference and made a part hereof (including all defined terms) and shall control in the event of any conflict with any
other terms of this Agreement.
1. Issuance
of Shares
.
Upon your execution and delivery of this Agreement and one or more instruments of transfer relating to all
shares of Stock issuable pursuant to this Agreement, you will be issued ________shares of Restricted Stock as of _____________
(the "Grant Date"), subject to the terms, conditions and restrictions of this Agreement and the Plan. Such shares shall
be registered in your name, but the Corporation shall retain custody of any certificates issued for such shares pending the vesting
or forfeiture thereof. Upon the vesting of any such shares, the Corporation shall deliver to you the certificates for such shares.
2. Vesting
.
The Restricted Stock shall vest [in a number of tranches as determined by the Committee] as follows:
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Vesting
Date
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Shares
of Stock
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[___
Anniversary of the Grant Date]
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[___%
of Shares that Vest on the Vesting Date]
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3. Conditions
to Vesting.
Except as otherwise provided in Section 4 of this Agreement, as a condition to the vesting of any portion of the
shares of Restricted Stock, all of the following conditions must be fully satisfied on the applicable vesting date:
(i) You
must be employed by or engaged to provide services to (and, at all times subsequent to the Grant Date, have been continuously
employed by or engaged to provide services to) the Corporation or its affiliates, and no event shall have occurred which, with
due notice or lapse of time, or both, would entitle the Corporation to terminate your employment or engagement with the Corporation
or its affiliates; and
(ii) You
must not be in breach or default of any obligation to the Corporation, whether or not contained in any agreement with the Corporation
or imposed by law.
4. Death,
Disability, Retirement, or Change in Control.
In the event: (A) you die; (B) you incur a Disability; (C) you Retire; or (D)
a Change in Control occurs, prior to the date the shares of Restricted Stock vests in full, the unvested portion thereof shall
vest on a pro rata basis with the percentage vesting to be determined by multiplying (i) the number of the shares of Restricted
Stock that have not yet vested by (ii) the ratio of the number of months since the immediately preceding vesting date (or since
the Grant Date, if the event occurs prior to the first vesting date) that you have been employed or engaged to provide services
to the total number of months left in the Restricted Period;
provided, however
, that you satisfy the requirements of Section
3 of this Agreement.
5. Transferability
.
Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination
of the applicable Restricted Period as specified in this Agreement. All rights with respect to the Restricted Stock shall be exercisable
during your lifetime only by you.
6. Restrictive
Legend.
Certificates for the shares of Restricted Stock with respect to which the restrictions have not lapsed shall be inscribed
with the following legend:
"The shares of stock evidenced by this certificate are subject to the terms and restrictions of a Restricted Stock Award Agreement. They are subject to forfeiture under the terms of that Agreement if they are transferred, sold, pledged, given, hypothecated, or otherwise disposed of prior to the lapse of such restrictions. A copy of that Agreement is available from the Secretary of FNCB upon request."
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7. Removal
of Restrictive Legend.
When the restrictions on any shares of Restricted Stock lapse,
the Corporation shall cause a replacement stock certificate for those shares, without
the legend referred to in Section 6, to be issued and delivered to you, as soon as practicable.
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8. No
Right to Employment or Service.
Neither the award of Shares pursuant to this Agreement
nor any provision of this Agreement shall be construed (i) to give you any right to continued
employment or service with the Corporation or an affiliate thereof or (ii) as an amendment
any employment or service agreement you may have with the Corporation or an affiliate
thereof.
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9. Forfeiture
.
Except as otherwise provided in Section 4, Restricted Stock issued to you under this Agreement not previously vested hereunder
shall be forfeited as of the date your employment by, or engagement to provide services to, the Corporation and all affiliates
thereof terminates. Following such forfeiture, you shall have no rights whatsoever with respect to the Restricted Stock forfeited.
10. Voting,
Dividend and Tender Offer Rights
. You shall have all voting, dividend and tender offer rights with respect to the Restricted
Stock issued to you under this Agreement, whether vested or unvested. Cash dividends shall be distributed to you. Stock dividends
shall be issued to you and shall become vested under the same terms and conditions as the shares of Restricted Stock to which
they pertain.
11. Withholding
of Applicable Taxes.
It shall be a condition to the Corporation’s obligation to deliver Stock to you pursuant to this
Agreement that you pay, or make provision satisfactory to the Corporation for the payment of, any taxes (other than stock transfer
taxes) the Corporation is obligated to collect with respect to the delivery of Stock under this Agreement, including any applicable
federal, state, or local withholding or employment taxes.
12. Amendment
.
This Agreement may be amended at any time and from time to time by the Corporation, provided that this Award is not materially
adversely altered or impaired by such amendment, unless your consent is obtained or such amendment is otherwise permitted under
the terms of the Plan.
[
13. Section
83(b) Election
. You may make an election under Code Section 83(b) (a "Section 83(b) Election") with respect to the
Restricted Stock. Any such election must be made within thirty (30) days after the Grant Date. If you elect to make a Section
83(b) Election, you must provide the Corporation with a copy of an executed version and satisfactory evidence of the filing of
the executed Section 83(b) Election with the US Internal Revenue Service. You agree to assume full responsibility for ensuring
that the Section 83(b) Election is actually and timely filed with the US Internal Revenue Service and for all tax consequences
resulting from the Section 83(b) Election.]
The undersigned hereby acknowledges this
award of Restricted Stock on behalf of the Corporation.
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FIRST NATIONAL COMMUNITY BANCORP, INC.
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By:
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Title:
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Date:
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To indicate your acceptance and agreement
to this Restricted Stock Award, please execute and immediately return to the Corporation the enclosed duplicate original of this
Agreement.
The undersigned (the "Participant")
acknowledges receipt of a copy of the Plan and a copy of the Prospectus covering the Restricted Stock to be issued pursuant to
the Plan, and the Participant represents that he or she has read and is familiar with the terms, conditions and provisions thereof
and hereby accepts this Restricted Stock Award subject to all the terms, conditions and provisions thereof. The Participant hereby
agrees to accept as binding, conclusive and final, all decisions or interpretations of the Committee upon any questions arising
under the Plan.
ACCEPTED AND AGREED TO
:
EXHIBIT 4.3
2013 FIRST NATIONAL
COMMUNITY BANCORP, INC.
LONG-TERM INCENTIVE
COMPENSATION PLAN
[Incentive/Nonqualified]
Stock Option
Award
Agreement
for
[eligible
participant Name]
We are pleased to advise you that First National
Community Bancorp, Inc. (the "Corporation") hereby grants to you under the 2013 First National Community Bancorp, Inc.
Long Term Incentive Compensation Plan (the "Plan"), an option to purchase _________ shares of Stock of the Corporation
(the “Option”), subject to the parties hereto signing this Agreement and your complying with the provisions hereof.
This Award is subject in all respects to the applicable provisions of the Plan, a complete copy of which has been furnished to
you and receipt of which you acknowledge by acceptance of the Award. Such provisions are incorporated herein by reference and
made a part hereof (including all defined terms) and shall control in the event of any conflict with any other terms of this Agreement.
1. Grant
of Option
.
Subject to the terms herein and of the Plan, the Corporation hereby grants to you the right and option to
purchase all or a portion of _____ shares of Stock at the exercise prices of $_____ per share. This Award is made as of __________
(the “Grant Date”) and, unless earlier terminated pursuant to any provision of the Plan or of this Agreement, will
expire _____ years from this date (the “Expiration Date”). This Option shall not be exercisable on or after the Expiration
Date. This Option is intended to be [an Incentive Stock Option/a Nonqualified Stock Option].
2. Vesting
.
This Option shall vest and become exercisable [in a number of tranches as determined by the Committee] as follows:
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On
The:
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The
Option Shall Become Exercisable with respect to the
Following Number of Shares of Stock:
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[___
Anniversary of the Grant Date]
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[___%
of the Option Shares]
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Once the Option becomes exercisable,
it will remain exercisable until it is exercised or until it terminates.
3. Conditions
to Vesting.
Except as otherwise provided in Section 5 of this Agreement, as a condition to the vesting of any portion of the
Option, all of the following conditions must be fully satisfied on the applicable vesting date:
(i) You
must be employed by or engaged to provide services to (and, at all times subsequent to the Grant Date, have been continuously
employed by or engaged to provide services to) the Corporation or its affiliates, and no event shall have occurred which, with
due notice or lapse of time, or both, would entitle the Corporation to terminate your employment or engagement with the Corporation
or its affiliates; and
(ii) You
must not be in breach or default of any obligation to the Corporation, whether or not contained in any agreement with the Corporation
or imposed by law.
4. Payment
of Exercise Price upon Exercise.
Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised
by written or electronic notice to the Corporation at its principal office, which is presently located at 102 E. Drinker Street,
Dunmore, Pennsylvania 18512. Such notice shall state the election to exercise the Option and the number of shares of Stock with
respect to which it is being exercised; shall be signed by the person or persons so exercising the Option; and shall be accompanied
by payment of the full exercise price of such shares of Stock.
5. Death,
Disability, Retirement, or Change in Control.
In the event: (A) you die; (B) you incur a Disability; (C) you Retire; or (D)
a Change in Control occurs, prior to the date the Option vests in full, the unvested portion thereof shall vest on a pro rata
basis with the percentage vesting to be determined by multiplying (i) the percentage of the Option that has not yet vested, expressed
as a number of shares of Stock, by (ii) the ratio of the number of months since the immediately preceding vesting date (or since
the Grant Date, if the event occurs prior to the first vesting date) that you have been employed or engaged to provide services
to the total number of months left in the vesting period;
provided, however
, that you satisfy the requirements of Section
3 of this Agreement.
6. Transferability
.
This Option shall not be assignable or transferable, in whole or in part, by you other than by will or by the laws of descent
and distribution. During your lifetime, the Option shall be exercisable only by you or, in the event of your Disability, by your
guardian or legal representative.
7. No
Right to Employment or Service.
Neither the award of this Option to purchase shares of Stock pursuant to this Agreement nor
any provision of this Agreement shall be construed (i) to give you any right to continued employment or service with the Corporation
or an affiliate thereof or (ii) as an amendment to any employment or service agreement you may have with the Corporation or an
affiliate thereof.
8. Forfeiture
.
Except as otherwise provided in Section 5, shares of Stock subject to the unvested portion of the Option shall be forfeited as
of the date your employment by, or engagement to provide services to, the Corporation and all affiliates thereof terminates. Following
such a forfeiture, you shall have no rights whatsoever with respect to such shares of Stock.
9. Voting,
Dividend and Tender Offer Rights
. Prior to exercise and payment of the applicable exercise price, you shall have no voting,
dividend and tender offer rights with respect to shares of Stock subject to the Option, whether vested or unvested. Once the Option
is exercised and the applicable exercise price paid, you will have full voting, dividend, and tender offer rights on those shares
of Stock acquired upon such exercise.
10. Withholding
of Applicable Taxes.
It shall be a condition to the Corporation’s obligation to deliver shares of Stock to you pursuant
to this Agreement that you pay, or make provision satisfactory to the Corporation for the payment of, any taxes (other than stock
transfer taxes) the Corporation is obligated to collect with respect to the exercise of the Option under this Agreement, including
any applicable federal, state, or local withholding or employment taxes.
11. Amendment
.
This Agreement may be amended at any time and from time to time by the Corporation, provided that this Award is not materially
adversely altered or impaired by such amendment, unless your consent is obtained or such amendment is otherwise permitted under
the terms of the Plan.
[
12. Disqualifying
Disposition
. If you dispose of the shares of Stock acquired under this Option prior to the expiration of either two (2) years
from the Grant Date or one (1) year from the date the shares are transferred to you pursuant to the exercise of the Option (a
“Disqualifying Disposition”), you agree to notify the Corporation in writing within thirty (30) days after such disposition
of the date and terms of such disposition. You also agree to provide the Corporation with any information concerning any such
dispositions as the Corporation requires for tax purposes.] [For Incentive Stock Option.]
The undersigned hereby acknowledges this
Award of an Option grant on behalf of the Corporation.
FIRST NATIONAL
COMMUNITY BANCORP, INC.
To indicate your acceptance and agreement
to this Award, please execute and immediately return to the Corporation the enclosed duplicate original of this Agreement.
The undersigned (the "Participant")
acknowledges receipt of a copy of the Plan and a copy of the Prospectus covering the Option grant to be issued pursuant to the
Plan, and the Participant represents that he or she has read and is familiar with the terms, conditions and provisions thereof
and hereby accepts this Option Award subject to all the terms, conditions and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive and final, all decisions or interpretations of the Committee upon any questions arising under
the Plan.
ACCEPTED AND AGREED TO
:
Law
Offices
One Logan Square, Ste. 2000
Philadelphia, PA
19103-6996
(215) 988-2700 phone
(215) 988-2757 fax
www.drinkerbiddle.com
California
Delaware
illinois
new jersey
new york
pennsyLVania
washington d.c.
wisconsin
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EXHIBIT 5
January 24, 2014
First National Community Bancorp, Inc.
102 E. Drinker St.
Dunmore, PA 18512
Re: Registration Statement on
Form S-8 (the “Registration Statement”)
Ladies and Gentlemen:
We have acted as counsel to First National
Community Bancorp, Inc., a Pennsylvania corporation (the “Company”), in connection with the preparation of the Registration
Statement on Form S-8, and the filing of the Registration Statement with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to 1,200,000 shares of the Company’s
common stock, par value $1.25 (the “Common Stock”), issuable pursuant to the 2013 First National Community Bancorp,
Inc. Long-Term Incentive Compensation Plan (the “Plan”) and such presently indeterminate number of shares of Common
Stock which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
We have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Company’s Amended and Restated Articles of Incorporation, the Company’s
Amended and Restated By-Laws, the Plan, minutes and resolutions of the Company’s Board of Directors relating to the Plan
and such other documents and corporate records relating to the Company and the issuance of the Common Stock as we have deemed appropriate.
In all cases, we have assumed the legal
capacity of each natural person signing any of the documents and corporate records examined by us, the genuineness of signatures,
the authenticity of documents submitted to us as originals, the conformity to authentic original documents of documents submitted
to us as copies and the accuracy and completeness of all corporate records and other information made available to us by the Company.
As to all issues of fact material to this opinion, we have examined and relied on certificates and other comparable documents of
public officials and of officers of the Company.
Based upon the foregoing and having regard
for such other legal considerations as we have deemed relevant, in our opinion the Common Stock has been duly authorized for issuance,
and when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable by
the Company.
We are members of the Bar of the Commonwealth
of Pennsylvania, and we do not express any opinion herein concerning any laws other than the laws of the Commonwealth of Pennsylvania
and the federal securities laws of the United States.
We hereby consent to the inclusion of this
opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the categories
of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
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Very truly yours,
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/s/
DRINKER BIDDLE & REATH LLP
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Established
1849
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DRINKER BIDDLE & REATH LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference
in this Registration Statement on Form S-8 of First National Community Bancorp, Inc. of our report dated March 28, 2013, relating
to our audit of the consolidated financial statements, which appears in the Annual Report on Form 10-K of First National Community
Bancorp, Inc. for the year ended December 31, 2012.
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/s/ McGladrey LLP
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New Haven, Connecticut
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January 24, 2014
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