-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I7mrntvxmr/Oxi7jVzyeNJPUHJc3N7DjbqdOLKN5MKbeGjZxC1H6rq9ZW3V0psP5 iKnwDagqlxr9Qt6vqUE1oQ== 0000943374-06-000708.txt : 20060523 0000943374-06-000708.hdr.sgml : 20060523 20060523172820 ACCESSION NUMBER: 0000943374-06-000708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060517 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: First Federal of Northern Michigan Bancorp, Inc. CENTRAL INDEX KEY: 0001128227 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 383567362 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31957 FILM NUMBER: 06862306 BUSINESS ADDRESS: STREET 1: 100 SOUTH SECOND AVENUE CITY: ALPNEA STATE: MI ZIP: 49707 BUSINESS PHONE: (989) 356-9041 MAIL ADDRESS: STREET 1: 100 SOUTH SECOND AVENUE CITY: ALPENA STATE: MI ZIP: 49707 FORMER COMPANY: FORMER CONFORMED NAME: ALPENA BANCSHARES INC DATE OF NAME CHANGE: 20001114 8-K 1 form8k_052306.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2006 First Federal of Northern Michigan Bancorp, Inc. (Exact name of registrant as specified in its charter) Maryland 0-31957 38-0135202 - ---------------------------- --------------------- ------------------- (State or other jurisdiction (Commission File No.) (IRS Employer Identification No.) 100 S. Second Ave., Alpena, Michigan 49707 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (989) 356-9041 Not Applicable ------------------------------------------------------------ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c)) Item 1.01. Entry into a Material Definitive Agreement. On May 17, 2006, stockholders of First Federal of Northern Michigan Bancorp, Inc. (the "Registrant") approved the Registrant's 2006 Stock Based-Incentive Plan (the "Stock Incentive Plan"). A description of the Stock Incentive Plan is included in "Proposal 2 - Approval of First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan" of the Registrant's Definitive Proxy Statement for its 2006 Annual Meeting, as filed with the Securities and Exchange Commission (the "SEC") on April 10, 2006, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 First Federal of Northern Michigan Bancorp, Inc. 2006 Stock Based-Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders (File No. 0-31957), as filed with the SEC on April 10, 2006) 10.2 Form of Stock Option Agreement for Outside Directors 10.3 Form of Stock Option Agreement for Employees 10.4 Form of Restricted Stock Agreement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. DATE: May 23, 2006 By: /s/ Michael W. Mahler ------------------------------------------ Michael W. Mahler President EXHIBIT INDEX Exhibit No. Description - ----------- ------------ 10.1 First Federal of Northern Michigan Bancorp, Inc. 2006 Stock Based-Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders (File No. 0-31957), as filed with the SEC on April 10, 2006) 10.2 Form of Stock Option Agreement for Outside Directors 10.3 Form of Stock Option Agreement for Employees 10.4 Form of Restricted Stock Agreement EX-10.2 2 form8k_052306-102.txt FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. 2006 STOCK-BASED INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT (OUTSIDE DIRECTORS) A. STOCK OPTIONS for a total of ____________ shares of Common Stock, par value $0.01 per share, of First Federal of Northern Michigan Bancorp, Inc. (the "Company") are hereby granted to ___________ (the "Participant"). Stock Appreciation Rights with respect to a total of _____________ shares are also granted to the Participant and relate to the Options granted hereunder. The grant and terms of the Options and Stock Appreciation Rights shall be subject in all respects to the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan (the "Plan"). The terms of this Stock Option Agreement are subject to the terms and conditions of the Plan. B. The Option exercise price of Common Stock is $9.65 per share, the Fair Market Value (as defined in the Plan) of the Common Stock on May 17, 2006, the date of grant. C. The Options granted hereunder shall vest in five equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or May 17, 2007, and succeeding installments on each anniversary thereafter through May 17, 2011. The Options granted hereunder may be exercised for up to ten (10) years from the date of grant, subject to sub-paragraph D below. D. If Participant ceases to maintain service with the Company or its affiliates, including First Federal of Northern Michigan (the "Bank") for any reason other than Disability (as defined in the Plan), death, Retirement (as defined in the Plan) or following a Change in Control (as defined in the Plan), unvested Options will be forfeited and vested Options will be exercisable for a period of up to one (1) year following such cessation of service. If Participant ceases to maintain service with the Bank or the Company due to death, Disability, Retirement or following a Change in Control, Options granted hereunder, whether or not exercisable at such time, will become exercisable by the Participant (or his/her legal representative or beneficiary) for one (1) year following the date of termination of service. In no event will the period of exercise extend beyond the expiration of the Option term. E. Stock Appreciation Rights ("SARs") are hereby granted with respect to all Options granted hereunder. SARs are granted in tandem with the Options granted hereunder and the exercise of one will cause the cancellation of the other. If the Participant exercises SARs, the Participant will not be required to pay the exercise price of the related Option and will be entitled to receive Common Stock of the Company equal in value to the difference between the Fair Market Value of the Common Stock on the date of exercise and the exercise price of the related Options (which will be cancelled). Example: Participant receives 1,000 Options and related SARs. The Options have an exercise price of $12. When the Company Stock is trading at $18, the Participant exercises 300 SARs. Because the Participant has exercised SARs, the Participant does not have to pay the exercise price. The Participant receives 100 shares of the Company stock. $18 Common Stock - $12 exercise price ----------------------- $6 SAR value x 300 SARs exercised ----------------------- $1,800/18 Common Stock = 100 shares F. Options may not be exercised if the issuance of shares of Common Stock of the Company upon such exercise would constitute a violation of any applicable federal or state securities or other law or regulation. The Participant, as a condition to exercise of the Options, shall represent to the Company that the shares of Common Stock of the Company that he acquires pursuant to such exercise are being acquired by such Participant for investment and not with a present view to distribution or resale, unless counsel for the Company is then of the opinion that such a representation is not required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. G. In the discretion of the Committee, vested Options may be transferred, subject to any limitations on transferability imposed by the Committee. H. A copy of the Plan is enclosed and your attention is invited to all the provisions of the Plan. You will observe that you are not required to exercise the Options as to any particular number or shares at one time, but the Options must be exercised, if at all and to the extent exercised, by no later than ten years and one day from the date of grant. The Options may be exercised during such term only in accordance with the terms of the Plan. In the event of any inconsistency between this Stock Option Agreement and the Plan, the terms of the Plan will control. I. All exercises of the Options must be made by executing and returning the Notice of Exercise of Stock Options attached hereto as Exhibit A, and upon receipt of any shares of Common Stock upon the exercise of any Options, the recipient shall complete and return to the Company the Acknowledgment of Receipt of Stock Option Shares attached hereto as Exhibit B. J. The Participant acknowledges receipt of a copy of the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan and represents that he is familiar with the terms and provisions thereof. The Participant hereby accepts the Options subject to all the terms and provisions of such Plan. The Participant hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Committee established to administer such Plan upon any questions arising under such plan. Dated: -------------- ATTEST: FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. - ----------------------------- ------------------------------------ WITNESS: PARTICIPANT - ----------------------------- ------------------------------------ This Stock Option Agreement must be executed in duplicate originals, with one original retained by the Company and one original retained by the Participant 2 EXHIBIT A NOTICE OF EXERCISE OF STOCK OPTIONS (BY OUTSIDE DIRECTORS) I hereby exercise the stock option (the "Option") granted to me by First Federal of Northern Michigan Bancorp, Inc. (the "Company") or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the "Agreement") and the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan (the "Plan") referred to therein, and notify you of my desire to purchase __________________ shares of common stock of the Company ("Common Stock") for a purchase price of $_________ per share. Enclosed please find (check one): ___ Cash, my check in the sum of $_______, or electronic funds transfer (EFT) in the sum of $__________ in full payment of the purchase price. ___ Stock of the Company with a fair market value of $______ in full payment of the purchase price.* ___ My check in the sum of $_______ and stock of the Company with a fair market value of $______, in full payment of the purchase price.* ___ Please sell ______ Shares from my Option Shares through a broker in full/partial payment of the purchase price. I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan. I hereby represent that it is my intention to acquire these shares for the following purpose: ___ investment ___ resale or distribution Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option. Dated: ____________, _____. _____________________________________ Participant's signature * If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option - -------------- shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in "street name" by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire. EXHIBIT B ACKNOWLEDGMENT OF RECEIPT OF STOCK OPTION SHARES I hereby acknowledge the delivery to me by First Federal of Northern Michigan Bancorp, Inc. (the "Company") or its affiliate on __________________________________, of stock certificates for ____________________shares of common stock of the Company purchased by me pursuant to the terms and conditions of the Stock Option Agreement and the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan, as applicable, which shares were transferred to me on the Company's stock record books on ____________________. Dated: ---------------- --------------------------- Participant's signature EX-10.3 3 form8k_052306-ex103.txt FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. 2006 STOCK-BASED INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT (EMPLOYEES) A. STOCK OPTIONS ("Options") for a total of ________ shares of Common Stock, par value $0.01 per share, of First Federal of Northern Michigan Bancorp, Inc. (the "Company") are hereby granted to _______________ (the "Participant"). Stock Appreciation Rights with respect to a total of _____________ shares are also granted to the Participant and relate to the Options granted hereunder. The grant and terms of the Options and Stock Appreciation Rights shall be subject in all respects to the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan (the "Plan"). The terms of this Stock Option Agreement are subject to the terms and conditions of the Plan. B. The Option exercise price of the Common Stock is $9.65 per share, the Fair Market Value (as defined in the Plan) of the Common Stock on May 17, 2006, the date of grant. C. The Options granted hereunder shall vest in five equal annual installments, with the first installment becoming exercisable on the first anniversary of the date of grant, or May 17, 2007, and succeeding installments on each anniversary thereafter through May 17, 2011. The Options granted hereunder may be exercised for up to ten (10) years from the date of grant, subject to sub-paragraph E below. D. All Options granted to Participant shall be deemed to be Incentive Stock Options to the extent permitted under the Internal Revenue Code and regulations. E. If Participant ceases to maintain employment with the Company or its affiliates, including First Federal of Northern Michigan (the "Bank") for any reason other than Disability (as defined in the Plan), death, Retirement (as defined in the Plan) or termination following a Change in Control (as defined in the Plan), unvested Options will be forfeited and vested Options will be exercisable for a period of up to three (3) months following such cessation of employment. If Participant ceases employment with the Bank or Company due to death, Disability, Retirement or following a Change in Control, Options granted hereunder, whether or not exercisable at such time, will become exercisable by Participant (or his/her legal representative or beneficiary) for one (1) year following cessation of employment; provided, however, except in the case of death or Disability, such Options shall not be eligible for treatment as Incentive Stock Options in the event such Option is exercised more than three (3) months following termination. In order to obtain Incentive Stock Option treatment for an Option exercised by the heirs or devisees of the Participant, the death of the Participant must have occurred while the Participant is employed by the Company or an affiliate, or within three (3) months of the Participant's cessation of employment. In no event will the period of exercise extend beyond the expiration of the Option term. Options awarded to an employee who also serves as a director shall not be deemed to vest due to Retirement so long as such person continues as a member of the board of directors, provided, that nothing herein shall increase the period that such options can be considered Incentive Stock Options. F. Stock Appreciation Rights ("SARs") are hereby granted with respect to all Options granted hereunder. SARs are granted in tandem with the Options granted hereunder and the exercise of one will cause the cancellation of the other. If the Participant exercises SARs, the Participant will not be required to pay the exercise price of the related Option and will be entitled to receive Common Stock of the Company equal in value to the difference between the Fair Market Value of the Common Stock on the date of exercise and the exercise price of the related Options (which will be cancelled). Example: Participant receives 1,000 Options and related SARs. The Options have an exercise price of $12. When the Company Stock is trading at $18, the Participant exercises 300 SARs. Because the Participant has exercised SARs, the Participant does not have to pay the exercise price. The Participant receives 100 shares of the Company stock. $18 Common Stock - $12 exercise price ----------------------- $6 SAR value x 300 SARs exercised ----------------------- $1,800/18 Common Stock = 100 shares G. Options may not be exercised if the issuance of shares of Common Stock of the Company upon such exercise would constitute a violation of any applicable federal or state securities or other law or regulation. The Participant, as a condition to exercise of the Options, shall represent to the Company that the shares of Common Stock of the Company that he/she acquires pursuant to such exercise are being acquired by such Participant for investment and not with a present view to distribution or resale, unless counsel for the Company is then of the opinion that such a representation is not required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. H. All Options granted to the Participant as Incentive Stock Options may not be transferred in any manner otherwise than by will or the laws of intestate succession, and may be exercised during the lifetime of the Participant only by such Participant. I. A copy of the Plan has been provided to Participant. Participant is not required to exercise the Options as to any particular number or shares at one time, but the Options must be exercised, if at all and to the extent exercised, by no later than ten years from the date of grant. The Options may be exercised during such term only in accordance with the terms of the Plan. In the event of any inconsistency between this Agreement and the Plan, the terms of the Plan will control. J. All exercises of the Options must be made by executing and returning the Notice of Exercise of Stock Options attached hereto as Exhibit A, and upon receipt of any shares of Common Stock upon the exercise of any Options, the recipient shall complete and return to the Company the Acknowledgment of Receipt of Stock Option Shares attached hereto as Exhibit B. K. This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Company or the Bank to discharge the Participant or restrict the right of the Participant to terminate his employment. L. The Participant acknowledges receipt of a copy of the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan and represents that he is familiar with the terms and provisions thereof. The Participant hereby accepts the Options subject to all the terms and provisions of such Plan. The Participant hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Committee established to administer such Plan upon any questions arising under such plan. 2 Dated: ------------------ ATTEST: FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. - ----------------------------- ------------------------------------ WITNESS: PARTICIPANT - ----------------------------- ------------------------------------ This Stock Option Agreement must be executed in duplicate originals, with one original retained by the Company and one original retained by the Participant 3 EXHIBIT A NOTICE OF EXERCISE OF STOCK OPTIONS (BY EMPLOYEE) I hereby exercise the stock option (the "Option") granted to me by First Federal of Northern Michigan Bancorp, Inc. (the "Company") or its affiliate, subject to all the terms and provisions set forth in the Stock Option Agreement (the "Agreement") and the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan (the "Plan") referred to therein, and notify you of my desire to purchase _________________ shares of common stock of the Company ("Common Stock") for a purchase price of $_________ per share. Enclosed please find (check one): ___ Cash, my check in the sum of $_______, or electronic funds transfer (EFT) in the sum of $____________ in full payment of the purchase price. ___ Stock of the Company with a fair market value of $______ in full payment of the purchase price.* ___ My check in the sum of $_______ and stock of the Company with a fair market value of $________, in full payment of the purchase price.* ___ Please sell ______ Shares from my Option Shares through a broker in full/partial payment of the purchase price. I understand that after this exercise, ____________ shares of Common Stock remain subject to the Option, subject to all terms and provisions set forth in the Agreement and the Plan. I hereby represent that it is my intention to acquire these shares for the following purpose: ___ investment ___ resale or distribution Please note: if your intention is to resell (or distribute within the meaning of Section 2(11) of the Securities Act of 1933) the shares you acquire through this Option exercise, the Company or transfer agent may require an opinion of counsel that such resale or distribution would not violate the Securities Act of 1933 prior to your exercise of such Option. Dated: _______________, ______ --------------------------- Participant's signature * If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option - -------------- shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in "street name" by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchange and the total new option shares that I acquire. EXHIBIT B ACKNOWLEDGMENT OF RECEIPT OF STOCK OPTION SHARES I hereby acknowledge the delivery to me by First Federal of Northern Michigan Bancorp, Inc. (the "Company") or its affiliate on ______________________________________, of stock certificates for ________________ shares of common stock of the Company purchased by me pursuant to the terms and conditions of the Stock Option Agreement and the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan, as applicable, which shares were transferred to me on the Company's stock record books on _____________________. Dated: --------------- --------------------------- Participant's Signature EX-10.4 4 form8k_052306-ex104.txt FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. 2006 STOCK-BASED INCENTIVE PLAN RESTRICTED STOCK AGREEMENT A. An AWARD for a total of ____________ shares of common stock, par value $0.01 per share, of First Federal of Northern Michigan Bancorp, Inc. (the "Company") is hereby granted to ___________________ (the "Recipient"), subject in all respects to the terms and provisions of the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan (the "Plan"), which has been approved by the board of directors of the Company and the stockholders of the Company, which is incorporated herein by reference. The terms of this Restricted Stock Agreement are subject to the terms and conditions of the Plan, except where otherwise indicated. B. The shares of common stock awarded hereunder may be certificated or issued in electronic form, in the sole discretion of the Company. If certificated, the shares shall bear a legend restricting the transferability of such common stock (hereinafter referred to as the "Restricted Stock"). The Restricted Stock awarded to the Recipient shall not be sold, assigned, transferred, pledged, or otherwise encumbered by the Recipient, except as hereinafter provided, until such Restricted Stock has vested (the "Restricted Period"). Restricted Stock shall vest in five equal annual installments, with the first installment vesting on May 17, 2007, and succeeding installments on each anniversary thereafter through May 17, 2011. C. If the shares are certificated, the Recipient shall receive a certificate or certificates representing the shares of Restricted Stock that have been awarded to him. Upon receipt of the Restricted Stock certificates representing the shares awarded hereunder, the Recipient shall execute and return to the Company a stock power or powers endorsed in blank covering all such shares of Restricted Stock. Pursuant to the terms of the Plan, the Company shall deposit the certificate or certificates representing the Recipient's Restricted Stock Award, together with the stock power(s), with an escrow agent specified by the Company (the "Escrow Agent"). Restricted Stock issued in electronic form shall be held by the transfer agent until any restrictions appurtenant thereto have lapsed and the shares are fully vested. D. The Recipient shall have the right to vote the shares awarded hereunder. The Recipient will also receive dividends declared with respect to the shares. E. If the Recipient ceases to maintain employment or service with the Company or First Federal of Northern Michigan for any reason other than Disability (as defined in the Plan), death, Retirement (as defined in the Plan), or following a Change in Control (as defined in the Plan), all shares of Restricted Stock awarded to such Recipient which have not vested shall be forfeited by such Recipient. In the event the Recipient's employment or service with the Company or an affiliate terminates due to Disability, death, Retirement or following a Change in Control, the Restricted Stock allocated to the Recipient which, as of the date of termination has not yet vested, shall be deemed to vest as of the Recipient's last day of employment or service with the Company or an affiliate; provided that Restricted Stock awarded to an employee who also serves as a director shall not be deemed to vest until both employment and service as a director have been terminated. F. At the time the Restricted Stock vests under the Plan, the Company shall deliver to the Recipient (or if the Restricted Stock is deemed to vest due to the Recipient's death, to the Recipient's beneficiary) shares of common stock of the Company representing the amount earned, absent any restrictions that may have been imposed under the Plan. Delivery of such shares upon vesting will be made in certificate or electronic form at the election of the Recipient. Upon delivery of the shares of common stock to the Recipient or beneficiary, such person shall execute and return to the Company an Acknowledgment of Receipt of Earned Shares, in the form attached hereto. G. A copy of the Plan governing this Restricted Stock Award is attached hereto. The Recipient is invited to review all the provisions of the Plan governing this Award. H. The Recipient acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he is familiar with the terms and provisions thereof. The Recipient hereby accepts this Award, subject to all the terms and provisions of the Plan. The Recipient hereby agrees to accept as binding, conclusive, and final, all decisions and interpretations of the Committee upon any questions arising under the Plan. As a condition to the issuance of shares of common stock of the Company under this Award, the Recipient authorizes the Company to deduct from the settlement of an Award any taxes required to be withheld by the Company under federal, state, or local law as a result of his receipt of this Award. Dated: --------------- ATTEST: FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC. - ------------------------ -------------------------------------------- WITNESS: RECIPIENT - ------------------------ -------------------------------------------- This Restricted Stock Agreement must be executed in duplicate originals, with one original retained by the Company and one original retained by the Recipient. ACKNOWLEDGMENT OF RECEIPT OF EARNED SHARES I hereby acknowledge the delivery to me by First Federal of Northern Michigan Bancorp, Inc. (the "Company") on _____________________, of stock certificates for ____________shares of common stock of the Company earned by me pursuant to the terms and conditions of the First Federal of Northern Michigan Bancorp, Inc. Restricted Stock Agreement, and the First Federal of Northern Michigan Bancorp, Inc. 2006 Stock-Based Incentive Plan, which shares were transferred to me on the Company's stock record books on _______________________. Dated: --------------- ------------------------------- Recipient's name (Print) ------------------------------- Recipient's signature -----END PRIVACY-ENHANCED MESSAGE-----