-----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, N8lU7oT+jWP6LenMenEt/cH+Jz0J8GfDwQNb+EEiENGyP/is42UPPZqV/CQ2hO2+ b+6zgwJIyvLNXc9/0RFDuA== 0000898430-97-003346.txt : 19970814 0000898430-97-003346.hdr.sgml : 19970814 ACCESSION NUMBER: 0000898430-97-003346 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970813 EFFECTIVENESS DATE: 19970813 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTFED FINANCIAL CORP CENTRAL INDEX KEY: 0000810536 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 954087449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33463 FILM NUMBER: 97657659 BUSINESS ADDRESS: STREET 1: 201 W THIRD STREET CITY: DOVER STATE: OH ZIP: 44622 BUSINESS PHONE: 2163647777 MAIL ADDRESS: STREET 1: 201 W THIRD STREET CITY: DOVER STATE: OH ZIP: 44622 S-8 1 FORM S-8 DATED 8-12-97 As filed with the Securities and Exchange Commission on August 12, 1997 Registration No.33- ------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------------- FIRSTFED FINANCIAL CORP. (Exact name of issuer as specified in its charter) DELAWARE 95-4087449 (State of Incorporation) (I.R.S. Identification Number) 401 WILSHIRE BOULEVARD SANTA MONICA, CALIFORNIA 90401 (Address of Principal (Zip Code) Executive Offices) 1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN (Full Title of Plan) ANN E. LEDERER Senior Vice President FirstFed Financial Corp. 401 Wilshire Boulevard Santa Monica, California 90401 (Name and address of agent for service) (310) 319-6039 (Telephone number, including area code, of agent for service)) ______________________ With a copy to: RANDY E. NONBERG, Esquire Law Offices of Randy E. Nonberg 17383 Sunset Boulevard, Suite A-350 Pacific Palisades, California 90272 (310) 573-1600 -------------- CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Amount of Title of Securities Amount to be Offering Price per Maximum Registration to be registered Registered share (1) Aggregate Offering Fee (1) Price (1) - ---------------------------------------------------------------------------------------------------- Common Stock $1.00 par value 200,000 $32.937 $6,787,400.00 $2,056.78 - ----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, based upon the average of the high and low prices reported of the Common Stock of FirstFed, Financial Corp. as reported on the New York Stock Exchange on August 8, 1997. FIRSTFED FINANCIAL CORP. 1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN PROSPECTUS DATED AUGUST 12, 1997 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. This Prospectus relates to 200,000 shares of Common Stock, par value $0.01 per share (the "Common Shares"), of FirstFed Financial Corp. (the "Company") which are hereby offered for issuance by the Company to certain Nonemployee Directors of the Company and its subsidiaries under the Company's 1997 Nonemployee Directors Stock Incentive Plan (the "Plan"). The number of shares issuable under the Plan is subject to adjustment upon the occurrence of certain specified events. The Company is the sole issuer of the stock offered hereby. Quotations for the Common Shares are reported on the New York Stock Exchange under the symbol FED. The Company's principal executive office is located at 401 Wilshire Boulevard, Santa Monica, California 90401, and its telephone number is (310) 319-6000. This Prospectus does not cover the resale of any shares issued herein. The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Shares issuable pursuant to the Plan (the "Registration Statement"). This Prospectus does not contain all of the information set forth in the Registration Statement and the exhibits thereto. Statements contained in this Prospectus as to the contents of the Plan are not necessarily complete, and in each instance reference is made to the copy of the Plan filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. Purchasers of Common Shares under the Plan, other than persons who are affiliates of the Company within the meaning of the Securities Act, may resell the shares in any way permitted by law and the Plan, as applicable. Affiliates of the Company may sell or transfer shares only in accordance with the provisions of Rule 144 under the Securities Act, pursuant to an effective registration statement covering such resales or pursuant to an effective exemption from the registration requirements of the Securities Act. This Prospectus may not be used by affiliates for the reoffer or resale of shares obtained pursuant to the Plan. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ________________________________________ The date of this Prospectus is August 12, 1997 No person has been authorized to give any information or to make any representation other than those contained in this Prospectus in connection with the offer contained herein and if given or made, such information or representation should not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby, nor shall there be any sale of the securities by anyone, in any state where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer, solicitation or sale. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information set forth herein is correct as of any time subsequent to the date of this Prospectus. The following documents of the Company heretofore filed with the Commission are hereby incorporated by reference: (1) Prospectus, dated December 12, 1988, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended; and (2) The description of the Company's Common Stock contained in the Company's rRegistration Statement on Form 8-A, dated May 28, 1987, filed with the Commission pursuant to Section 12 of the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"). All reports and other documents subsequently filed by the Company pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such reports and documents. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS INCORPORATES) AND OTHER DOCUMENTS REQUIRED TO BE DELIVERED UNDER RULE 428(b) PROMULGATED UNDER THE SECURITIES ACT. WRITTEN REQUESTS SHOULD BE DIRECTED TO FIRSTFED FINANCIAL CORP., 401 WILSHIRE BOULEVARD, SANTA MONICA, CALIFORNIA 90401, ATTENTION: ANN E. LEDERER. TELEPHONE REQUESTS SHOULD BE DIRECTED TO ANN E. LEDERER, THE COMPANY'S SENIOR VICE PRESIDENT AND SECRETARY AT (310) 319-6000. TABLE OF CONTENTS
PAGE ---- General Description of the Plan............................................ 4 Administration............................................................. 4 Amendment and Termination.................................................. 4 Shares Subject to Stock Options............................................ 5 Grant of Stock Options..................................................... 5 Eligible Participants...................................................... 6 Restrictions on Resale..................................................... 7 Federal Income Tax Consequences............................................ 7 Nonassignability........................................................... 7
1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN ----------------------------------------------- GENERAL The purpose of the 1997 Nonemployee Directors Stock Incentive Plan (the "Plan") is to provide incentives that will attract and retain highly competent persons as Nonemployee Directors of FirstFed Financial Corp. (the "Company") by providing them with opportunities to acquire a proprietary interest in the Company by the grant to such persons of nonqualified Stock Options which may result in their ownership of Common Stock of the Company. The Plan was adopted by the Board of Directors of the Company on January 30, 1997 and approved by the stockholders of the Company at the Company's Annual Meeting held on April 23, 1997. The Plan authorizes the granting of Nonstatutory Stock Options ("Option" or "Stock Option") for shares of the Company's Common Stock ("Common Stock") to selected Nonemployee Directors. Options granted pursuant to the Plan shall not qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is not subject to any provisions of the Employment Retirement Income Security Act of 1974 ("ERISA") and is not required to be qualified under Section 401(a) of the Code. Administration - -------------- The Plan shall, to the extent possible, be self-effectuating. The Plan will be administered by the Board of Directors of the Company (the "Board"). The Board is authorized and empowered to administer the Plan, which shall include, but shall not be limited to, the authority to construe and interpret the Plan and any agreements defining the rights and obligations under the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, further define terms used in the Plan, and make all other determinations necessary or advisable for the administration thereof. The Board may at any time, or from time to time, delegate any or all of its authority to a Committee consisting of three or more directors of the Company, each of whom has not been eligible at any time within one year before appointment to such committee to receive an Option under the Plan. Amendment and Termination - ------------------------- The Plan will terminate ten years and one month after adoption by the Board, unless sooner terminated by the Board or the Committee. Any such termination shall not effect any Option granted prior to such termination. The Board or the Committee also has the power to interpret the Plan and to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. Amendments of the Plan shall be subject to any required regulatory approval and approved by stockholders if required. Upon the effective date of dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company with one or more other corporations as a result of which the Company is not the surviving corporation or as a result of which the outstanding Common Stock is converted into or exchanged for cash or securities of another isser or both, or upon the sale of all or substantially all the assets of the Company, all restrictions applicable to the exercise of outstanding Stock Options shall continue in full force and effect and provision shall be made in connection with such transaction for the continuance of the Plan and the assumption of the outstanding Stock Options by or the substitution for such Stock Options of new options covering the stock of the successor corporation, or a parent or subsidiary thereof of the Company with appropriate and proportionate adjustment in the number and kind of shares or other security, and the price for each share or other security subject to such Options. The description of the Plan set forth below does not purport to be complete and is qualified in its entirety by the Plan itself (a copy of which is filed as Exhibit 4 to the Registration Statement of which this Prospectus is a part and is incorporated herein by this reference). Each holder also should refer to his or her own agreement(s) for the particular terms of his or her Stock Options. INFORMATION CONCERNING THE PLAN AND THE MEMBERS OF THE BOARD IS AVAILABLE FROM THE COMPANY'S CORPORATE SECRETARY AT THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE, LOCATED AT 401 WILSHIRE BOULEVARD, SANTA MONICA, CALIFORNIA 90401, OR BY TELEPHONE AT (310) 319-6000. SHARES SUBJECT TO OPTIONS Stock Options granted pursuant to the Plan shall be Stock Options to purchase Common Stock of the Company. The maximum aggregate number of shares which may be delivered upon the exercise of all Stock Options is 200,000 shares, subject to adjustment as provided above. Grant of Stock Options ---------------------- Each person serving as a Nonemployee Director as of the Effective Date of the Plan has been granted a Stock Option to purchase 4,000 shares of Common Stock, which grant was priced and is effective as of January 30, 1997. These shares shall be vested on January 31, 1998. Whenever any person shall become a Nonemployee Director, there shall be granted to such person, automatically (without any action by the Administrator) a Stock Option to purchase 2,000 shares of Common Stock, which shares shall vest at the first Board meeting attended by such director thereafter. To each person serving as a Nonemployee Director on the Effective Date of the Plan, an annual grant of an Option to purchase 2,000 shares of Common Stock shall be granted automatically on the date of the first Board meeting each January of each calendar year after 1997 during the term of the Plan. As to each person who becomes a Nonemployee Director after the Effective Date of the Plan, on the anniversary date of such person having become a Nonemployee Director, there shall be granted automatically to each such person an Option to purchase 2,000 shares of Common Stock. Stock Options generally will be exercisable in such installments and at such times as the Board or the Committee may determine; however, no Nonemployee Director shall receive more than one Stock Option in any calendar year. In no event will an Option be exercisable after ten years from the date of grant. The Stock Options under this Plan will be exercisable only by delivery to the Company of written notice of exercise, together with the full Stock Option price of the shares purchased, which may be paid, either in full or in part, in cash or with Common Stock valued at its fair market value on the date of exercise of the Stock Option. If a participant's services as a member of the Board terminate by reason of death, Disability, or Normal Board Retirement, an Option granted hereunder held by such participant shall be automatically accelerated with respect to its exercisability and shall become immediately exercisable in full for the remaining number of shares of Common Stock subject to such Option for one year after the date of such termination or until the expiration of the stated term of such option, whichever period is shorter, and thereafter such Option shall terminate; provided, however, that if a participant dies or suffers a Disability during said one year period after Normal Board Retirement, such Option shall remain exercisable in full for a period of one year after the date of such death or Disability, or until the expiration of the stated term of such Option, whichever period is shorter, and then such Option shall terminate. If a participant's services as a member of the Board terminate for any other reason, any portion of an Option granted hereunder held by such participant which is not then exercisable shall terminate and any portion of such Option which is then exercisable may be exercised for sixty (60) days after the date of such termination or until the expiration of the stated term of such Option. ELIGIBLE PARTICIPANTS Stock Options may be granted under the Plan only to Nonemployee Directors of the Company, or its subsidiaries. "Nonemployee Director" shall mean a member of the Board who is not an officer or employee of the Company or any of its subsidiary corporations at the time of determination. RESTRICTIONS ON RESALE The acquisition and disposition of Common Stock by Insiders (an officer, director or beneficial owner of more than 10% of the Company's Common Stock) acquired pursuant to the 1994 Stock Option and Stock Appreciation Rights Plan could be subject to the provisions of Section 16(b) of the Exchange Act, under which any purchase of Common Shares within six months before or after any sale of Common Stock could result in recovery by the Company of all or a portion of any amount by which sale proceeds exceed purchase price. Insiders are required to file reports of changes in beneficial ownership under Section 16(a) of the Exchange Act upon acquisitions and dispositions of Common Stock. The issuance of Stock Options under the Plan is an exempt "purchase" under Section 16(b), pursuant to Rule 16b-3, provided that the Stock Option or underlying Common Stock issued pursuant to the Plan is or are held for at least six months from the date of the issuance under the Plan. The exercise of a Stock Option or other similar rights granted under the Plan will be an exempt "purchase" for purposes of Section 16(b). Pursuant to Rule 16b-3, if an Insider pays the exercise price of a Stock Option under the Plan by surrendering previously owned Common Stock, such surrender will not be deemed to be a "sale" for purposes of Section 16(b). Insiders should consult counsel before engaging in any transactions in Common Stock or in securities derivative of Common Stock granted pursuant to the Plan. FEDERAL INCOME TAX CONSEQUENCES Prior to the exercise of a Stock Option or the disposition of Common Stock acquired upon the exercise of a Stock Option, each holder should consult with his or her own tax adviser as to the federal and state tax consequences of such exercise or disposition. The Plan is not qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and is not subject to the Employee Retirement Income Security Act of 1974. The following is a brief description of the federal income tax treatment which will generally apply to Stock Options under the Plan, which does not purport to be complete. Reference should be made to applicable provisions of the Code: Under present regulations providing that an Stock Option does not have a readily ascertainable fair market value unless it is freely transferable and meets certain other conditions, an optionee who is granted a Nonstatutory Option will not realize taxable income at the time the Stock Option is granted. Generally, if an optionee exercises the Stock Option, he or she will be taxed in the year of exercise at ordinary income tax rates on an amount equal to the excess of the fair market value of the shares on the date of exercise over the Stock Option price. The Company will receive a corresponding business expense deduction. The optionee's basis in the shares so acquired will be equal to the Stock Option price plus the amount of ordinary income upon which he or she is taxed. Upon subsequent disposition of the shares, he or she will realize capital gain or loss, long-term or short term, depending upon the length of time he or she has held the shares since the Stock Option was extended. NON-ASSIGNABILITY Options shall not be transferable by the participants other than by will or the laws of descent and distribution, or pursuant to the terms of a "qualified domestic relations order" as such term is defined in the Code, and during the lifetime of a participant shall be exercisable only by such participant, except that to the extent permitted by applicable law, and Rule 13-b promulgated by the Securities and Exchange Commission under the Exchange Act, the Administrator may permit a Participant to designate in writing during his or her lifetime a beneficiary to receive and exercise Options in the event of such Participant's death. Any attempt to transfer, assign, hypothecate or otherwise dispose of, or to subject to attachment, execution, or similar process, an Option granted under the Plan contrary to the provisions thereof shall be void and ineffective. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission are hereby incorporated into this Registration Statement by reference: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1996; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; (3) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A, dated May 28, 1987, filed with the Commission pursuant to Section 12 of the 1934 Act; (4) All other reports filed with the Commission by the Company pursuant to Sections 13 or 15(d) of the 1934 Act since December 31, 1987. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law provides that a corporation shall have the power, and in some cases is required, to indemnify an officer, director, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, against certain expenses, judgments, fines, settlements and other amounts under certain circumstances. The Company's Certificate of Incorporation and Amended Bylaws require indemnification of the Company's directors and officers to the extent such indemnification is permitted under Delaware General Corporation Law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 FirstFed Financial Corp. 1997 Nonemployee Directors Stock Incentive Plan. 4.2 Form of Stock Option Agreement under the 1997 Nonemployee Directors Stock Incentive Plan. 5 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (included in Exhibit 5). 24 Power of Attorney (included on page 5 of this Registration Statement). ITEM 9. UNDERTAKINGS. (a) 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; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 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. (b) 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 Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 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 such securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or cause to be delivered, to each person to whom the Prospectus is sent or given the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information. (d) 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 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 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 City of Santa Monica, State of California, on August 12, 1997. FIRSTFED FINANCIAL CORP. By: /s/ ANN E. LEDERER -------------------------------- Ann E. Lederer, Senior Vice President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Babette E. Heimbuch, James P. Giraldin and Ann E. Lederer or such officer of FirstFed Financial Corp., as they may designate, or any one of them, his or her true and lawful attorneys-in-fact and agents with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, 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 foregoing, as fully to all intents and purposes as he 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. SIGNATURES ON NEXT PAGE Signature Title(s) Date --------- -------- ---- /s/ WILLIAM S. MORTENSEN Chairman of the Board, July 27, 1997 - ------------------------ William S. Mortensen Director /s/ BABETTE E. HEIMBUCH President, Chief Executive Officer, July 27, 1997 - ----------------------- Director (Principal Executive Officer) Babette E. Heimbuch /s/ JAMES P. GIRALDIN Senior Executive Vice President, July 27, 1997 - --------------------- Chief Operating Officer James P. Giraldin /s/ DOUGLAS GODDARD Executive Vice President, - ------------------- Chief Financial Officer Douglas Goddard (Principal Financial Officer; Principal Accounting Officer) July 27, 1997 /s/ CHRISTOPHER M. HARDING Director July 27, 1997 - -------------------------- Christopher M. Harding /s/ JAMES L. HESBURGH Director July 27, 1997 - --------------------- James L. Hesburgh /s/ CHARLES F. SMITH Director July 27, 1997 - -------------------- Charles F. Smith /s/ STEVEN L. SOBOROFF Director July 27, 1997 - ---------------------- Steven L. Soboroff /s/ JOHN R. WOODHULL Director July 27, 1997 - -------------------- John R. Woodhull /s/ WILLIAM G. OUCHI Director July 27, 1997 - -------------------- William G. Ouchi /s/ WILLIAM P. RUTLEDGE Director July 27, 1997 - ----------------------- William P. Rutledge EXHIBIT INDEX
Exhibit Number Description Sequentially Numbered page/*/ - ----------------------------- ------------------------------ ----------------------------- 4.1 FirstFed Financial Corp. 1997 Nonemployee Directors Stock Incentive Plan 4.2 Form of Stock Option Agreement under the 1997 Nonemployee Directors Stock Incentive Plan 5 Opinion of Counsel as to legality of securities being registered. 23.1 Consent of Independent Auditors. 23.2 Consent of Counsel (included in Exhibit 5). 24 Power of Attorney (included in signature page).
- ---------------------------------- /*/ This information appears only in the manually signed copy of this Registration Statement retained by FirstFed. EX-4.1 2 1997 STOCK EMPLOYMENT PLAN EXHIBIT 4.1 1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN 1. PURPOSE OF THE PLAN. The purpose of the 1997 Nonemployee Directors Stock Incentive Plan of FirstFed Financial Corp. (the "Plan") is to provide incentives that will attract and retain highly competent persons as Nonemployee Directors of FirstFed Financial Corp. (the "Company") by providing them with opportunities to acquire a proprietary interest in the Company by the grant to such persons of nonqualified Stock Options which may result in their ownership of Common Stock of the Company. 2. DEFINITIONS. (a) "Act" means the Securities Act of 1933, as amended. (b) "Administrator" shall mean the Board or if and to the extent the Board delegates any of its authority hereunder in accordance with Section 4(b) hereto, the Committee. (c) "Board" means the Board of Directors of the Company. (d) "Committee" means a committee appointed by the Board to administer the Plan pursuant to Section 4(b) hereof. (e) "Common Stock" means the common stock, $1.00 par value, of the Company. (f) "Company" means FirstFed Financial Corp. (g) "Date of Grant" means the date determined as set forth in section 6 hereof. (h) "Disability" means any medically determinable physical or mental impairment of a Participant, as determined by the Administrator, in its complete and sole discretion, which is expected to last for a period of at least 180 days, as a result of which such Participant is unable to engage in any substantial gainful activity. All determinations as to Participant disabled status or the date and extent of any disability shall be made by the Administrator upon the basis of such information as it deems necessary or desirable. (i) "Eligible Participant" means a Nonemployee Director. (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (k) "Fair Market Value" on a given date means (i) the last reported sales price for the Common Stock on the trading day first preceding the date as of which such determination is made, as reported by the New York Stock Exchange (or, if the Common Stock is not then listed on the New York Stock Exchange, such other national securities exchange on which the Common Stock is listed), (ii ) if the Common Stock is not then listed on a national securities exchange, the last reported price quotation for the Common Stock on the trading day first preceding the date as of which such determination is made as reported by National Association of Securities Dealers Automatic Quotation System (NASDAQ) or any successor thereto, or (iii) if no such quotations are available, the fair market value of a share of such stock shall be deemed the last reported sales price furnished by a professional securities dealer making a market in such shares, as selected by the Board of Directors, for the trading date first preceding the date on which such determination is made. (l) "Nonemployee Director" means a member of the Board who is not an officer or employee of the Company or any of its subsidiary corporations at the time of determination. A-1 (m) "Normal Board Retirement" means, in conjunction with termination of a Participant's services as a member of the Board for any reason other than death or Disability, the determination of the Administrator or the Executive Committee of the Board that such termination constitutes Normal Board Retirement. In the absence of such a determination, termination of a Participant's services as a member of the Board shall be deemed to be for reasons other than Normal Board Retirement. (n) "Option" or "Stock Option" means a stock option that does not qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. (o) "Option Agreement" means an option agreement signed by the Company and the Participant in such form and including such terms and conditions not inconsistent with the Plan as the Administrator may in its discretion from time to time determine. (p) "Participant" means any Eligible Participant who receives Options pursuant to Section 6 hereof. (q) "Plan" means the 1997 Nonemployee Directors Stock Incentive Plan as set forth herein, and as it may be amended from time to time. 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. (a) Subject to the provisions of Section 3(c) and Section 8 of the Plan, the aggregate number of shares of Common Stock that may be issued or transferred or exercised pursuant to Options granted under the Plan will not exceed 200,000. (b) The shares to be delivered under the Plan will be made available, at the discretion of the Administrator, either from authorized but unissued shares of Common Stock or from previously issued shares of Common Stock reacquired by the Company, including shares purchased on the open market. (c) Shares of Common Stock subject to an unexercised portion of any Stock Option granted under the Plan which expires or terminates or is canceled will again become available for the grant of further Options hereunder. 4. ADMINISTRATION OF THE PLAN. (a) The Plan shall, to the extent possible, be self-effectuating. The Plan will be administered by the Board. The Board is authorized and empowered to administer the Plan, which administration shall include (but is not limited to) authority to (i) construe and interpret the Plan and any agreements defining the rights and obligations of the Company and Participants under the Plan; (ii) prescribe, amend and rescind rules and regulations relating to the Plan; (iii) further define the terms used in the Plan; (iv) determine the rights and obligations of Participants under the Plan; and ( v) make all other determinations necessary or advisable for the administration of the Plan. Each Option granted under the Plan shall be evidenced by an Option Agreement. (b) The Board of Directors may, in its discretion, delegate any or all of its authority under the Plan to a committee consisting of three or more directors of the Company, each of whom has not been eligible at any time within one year before appointment to such committee to receive an Option under the Plan, except the Board may not delegate the powers set forth in Section 8, 14(a), or 15 hereof or powers which, under applicable law, are nondelegable. (c) No member of the Board or the Committee will be liable for any action or determination made in good faith by the Board or the Committee with respect to the Plan or any Option under it, including, without limitation, adjustments pursuant to Section 8. In making determinations under the Plan, the Board or the Committee may obtain and may rely upon the advice of independent counsel and accountants and other advisors to the Company. No member of the Board or the Committee, nor any officer of the Company shall be liable for any such action or determination taken or made in good faith with respect to the Plan or any Option granted hereunder. A-2 5. PARTICIPATION. Options shall be granted to each Nonemployee Director exclusively in accordance with the provisions set forth in Section 6 hereof. 6. AUTOMATIC OPTION GRANTS. (a) Initial Grant. (i) Each person serving as a Nonemployee Director as of the Effective Date of the Plan shall be granted automatically (without any action by the Administrator) a Stock Option to purchase 4,000 shares of Common Stock, which grant shall be priced and effective as of January 30, 1997. These shares shall be vested on January 31, 1998. (ii) Whenever any person shall become a Nonemployee Director, there shall be granted to such person, automatically (without any action by the Administrator), a Stock Option (the Date of Grant of which shall be the date such person shall have become a Nonemployee Director) to purchase 2,000 shares of Common Stock (subject to adjustment pursuant to Section 8 hereof), which shares shall vest at the first Board meeting attended by such director thereafter. (b) Annual Grant. (i) As to each person serving as a Nonemployee Director on the Effective Date of the Plan, on the date of the first Board meeting each January of each calendar year after 1997 during the term of the Plan, there shall be granted automatically (without any action by the Administrator) a Stock Option (the Date of Grant of which shall be such date in January) to each such Nonemployee Director then in office to purchase 2,000 shares of Common Stock (subject to adjustment pursuant to Section 8 hereof). These shares shall be vested one year after the Date of Grant. (ii) As to each person who becomes a Nonemployee Director after the Effective Date of the Plan, on the anniversary date of such person having become a Nonemployee Director, there shall be granted automatically (without any action by the Administrator) a Stock Option (the Date of Grant of which shall be such anniversary date) to each such Nonemployee Director then in office to purchase 2,000 shares of Common Stock (subject to adjustment pursuant to Section 8 hereof). These shares shall be vested one year after the Date of Grant. (c) Notwithstanding the provisions of paragraphs (a) and (b) above, no Nonemployee Director shall receive more than one Stock Option under this Section 6 in any calendar year. 7. TERMS AND CONDITIONS OF STOCK OPTIONS. (a) Purchase Price. The purchase price of Common stock under each Stock Option granted under Section 6 will be equal to the Fair Market Value of the Common Stock on the Date of Grant. (b) Exercise Period. Stock Options may be exercised from time to time in accordance with the terms of the applicable Option Agreement and this Section 7. No Stock Option granted pursuant to Section 6 hereof shall be exercised prior to the first anniversary of its Date of Grant. Notwithstanding anything to the contrary in the Plan or any Option Agreement hereunder, no Option granted hereunder shall be exercised after ten years and one month from its Date of Grant. (c) Payment of Purchase Price. Upon the exercise of a Stock Option, the purchase price will be payable in full in cash or its equivalent acceptable to the Company. In the discretion of the Administrator, the purchase price may be paid by the assignment and delivery to the Company of shares of Common Stock or a combination of cash and such shares equal in value to the exercise price. Any shares so assigned and delivered to the Company in payment or partial payment of the purchase price will be valued at their Fair Market Value on the exercise date. A-3 (d) No Fractional Shares. No fractional shares will be issued pursuant to the exercise of a Stock Option, nor will any cash payments be made in lieu of fractional shares. (e) Exercisability. Except as provided in the Option Agreement for any Option granted hereunder or subsection (f) or (g) hereof, a Participant may not, until the end of the second year after the Date of Grant of an Option granted under Section 6 hereof, purchase by exercise of such Option an aggregate of more than 50% of the total number of shares subject to such Option. At any time on or after the second anniversary of such Date of Grant with respect to Options granted under Section 6 hereof until such Option expires or terminates, a Participant may purchase all or any part of the shares that he or she theretofore failed to purchase under such Option Agreement. (f) Termination of Directorship. If a Participant's services as a member of the Board terminate by reason of death, Disability or Normal Board Retirement, an Option granted hereunder held by such Participant shall be automatically accelerated with respect to its exercisability and shall become immediately exercisable in full for the remaining number of shares of Common Stock subject to such Option for one year after the date of such termination or until the expiration of the stated term of such Option, whichever period is shorter, and thereafter such Option shall terminate; provided, however, that if a Participant dies or suffers a Disability during said one year period after Normal Board Retirement, such Option shall remain exercisable in full for a period of one year after the date of such death or Disability or until the expiration of the stated term of such Option, whichever period is shorter, and thereafter such Option shall terminate. If a Participant's services as a member of the Board terminate for any other reason, any portion of an Option granted hereunder held by such Participant which is not then exercisable shall terminate and any portion of such Option which is then exercisable may be exercised for sixty (60) days after the date of such termination or until the expiration of the stated term of such Option, whichever period is shorter, and thereafter such Option shall terminate; provided, however, that if a Participant dies or suffers a Disability during such sixty (60) day period such Option may be exercised for a period of one year after the date of such Participant's death or Disability, or until the expiration of the stated term of such Option, whichever period is shorter, in accordance with its terms, but only to the extent exercisable on the date of the Participant's death or Disability. (g) Change in Control. Notwithstanding any other provisions of the Plan, upon any Change in Control (as hereinafter defined in this Section 7) the unexercised portion of a Stock Option granted hereunder shall be automatically accelerated with respect to its exercisability and shall become immediately exercisable in full during the remainder of its term without regard to any limitations of time or amount otherwise contained in the Plan. The term "Change in Control" shall mean: (i) Any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) becomes the beneficial owner (as such term is used in Section 13(d)(1) of the Exchange Act) directly or indirectly of securities representing at least 25% of the combined voting power of the then outstanding securities of the Company; or (ii) During any period of thirty-six (36) consecutive months (whether commencing before or after the Effective Date of this Plan), individuals who at the beginning of such period constituted the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or (iii) Any reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation, or as a result of which the outstanding Common Stock is converted into or exchanged for cash or securities of another issuer or both, or upon the sale of all or substantially all the assets of the Company; or (iv) The approval by the stockholders of the Company of any Plan or proposal for the Company to be Acquired (as defined below) or for the liquidation or dissolution of the Company. A-4 For purposes of this Section 7, the Company shall be considered to be Acquired only if the owners of its voting securities immediately prior to the effective date of any transaction referred to in Section 8(b) below will not own immediately thereafter, as a result of having owned such voting securities, securities representing a majority of the combined voting power of the then outstanding securities of the Company or the entity that then owns, directly or indirectly, the Company or all or substantially all its assets. 8. ADJUSTMENT PROVISIONS. (a) Subject to Section 8(b), if the outstanding shares of Common Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all the property of the Company, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other distribution with respect to such shares of Common Stock or other securities, an appropriate and proportionate adjustment shall be made in (i) the maximum number and kind of shares or other securities provided in Section 3(a), (ii) the number and kind of shares or other securities subject to the then outstanding Stock Options, (iii) the price for each share or other unit of any other securities subject to then outstanding Stock Options without change in the aggregate purchase price or value as to which such Stock Options remain exercisable, and (iv) the number, kind and price of shares or other securities to be granted pursuant to Section 6 hereof. (b) Notwithstanding the provisions of Section 8(a) and subject to the provisions of Section 7(g) hereof, upon dissolution or liquidation of the Company or upon a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company is not the surviving corporation or as a result of which the outstanding Common Stock is converted into or exchanged for cash or securities of another issuer or both or upon the sale of all or substantially all the assets of the Company, all restrictions applicable to the exercise of outstanding Stock Options shall continue in full force and effect and provision shall be made in connection with such transaction for the continuance of the Plan and the assumption of the outstanding Stock Options by or the substitution for such Stock Options of new options covering the stock of the successor corporation, or a parent or subsidiary thereof or the Company with appropriate and proportionate adjustment in (i) the number and kind of shares or other securities or cash or other property subject to such Stock Options and (ii) the price for each share or other unit of any other securities or cash or other property subject to such Stock Options without change in the aggregate purchase price or value as to which such Stock Options remain exercisable; provided, however, that if no public market exists for the Common Stock or the other securities or property which would be subject to such Stock Options after consummation of such transaction, such Stock Options shall be converted into the right to receive, upon exercise thereof, an amount of each equal to the amount determined by the Administrator to be the Fair Market Value on the effective date of such transaction of the stock, other securities, cash and other property that a share of Common Stock is entitled to receive, or into which it is converted, pursuant to such transaction. (c) Adjustments under Sections 8(a) and 8(b) will be made by the Administrator, whose determination as to what adjustments will be made and the extent thereof will be final, binding and conclusive in the absence of manifest error or arbitrary action. No fractional interest will be issued under the Plan on account of any such adjustments. 9. GENERAL PROVISIONS. (a) The grant of any Stock Option under the Plan may also be subject to such other provisions (whether or not applicable to the Stock Option awarded to any other Participant) as the Administrator determines appropriate including, without limitation, provisions to assist the Participant in financing the purchase of Common Stock through the exercise of Stock Options, provisions for the forfeiture of or restrictions on reissue or other disposition of shares acquired under any form of benefit, provisions giving the Company the right to repurchase shares acquired under any form of benefit in the event the Participant elects to dispose of such shares, provisions to comply with Federal and state securities laws and Federal and state income tax withholding requirements, and A-5 to such approvals by any regulatory or governmental agency which may be necessary or advisable in connection therewith. In connection with the administration of the Plan or the grant of any Option, the Administrator may impose such further limitations or conditions as in its opinion may be required or advisable to satisfy, or secure the benefits of, applicable regulatory requirements (including those rules promulgated under Section 16 of the Exchange Act or those rules that facilitate exemption from or compliance with the Act or the Exchange Act), the requirements of any stock exchange upon which such shares or shares of the same class are then listed, and any blue sky or other securities laws applicable to such shares. (b) No person shall be entitled to the privileges of stock ownership with respect to shares of stock which are subject to Options hereunder until such person shall have become the holder of record of such shares. (c) No fewer than fifty shares may be purchased at one time pursuant to any Stock Option unless the number purchased is the total number at the time available for purchase under the Stock Option. (d) Options shall not be transferable by the Participants other than by will or the laws of descent and distribution, or pursuant to the terms of a qualified domestic relations order as such term is defined in the Internal Revenue Code of 1986, as amended, and during the lifetime of a Participant shall be exercisable only by such Participant, except that to the extent permitted by applicable law, and Rule l3-b promulgated by the Securities and Exchange Commission under the Exchange Act, the Administrator may permit a Participant to designate in writing during his or her lifetime a beneficiary to receive and exercise Options in the event of such Participant's death. Following the death of a Participant, Options held by such Participant shall be exercisable, in accordance with their terms by such designated beneficiary or, if no such beneficiary has been designated, by the Participant's estate or by the person or persons who acquire the right to exercise it by bequest or inheritance. Any attempt to transfer, assign, hypothecate or otherwise dispose of, or to subject to attachment, execution or similar process, an Option granted hereunder contrary to the provisions hereof shall be void and ineffective, shall give no rights to the purported transferee and shall at the sole discretion of the Administrator result in forfeiture of such Option with respect to the shares involved in such attempt. (e) The Plan and all Stock Options granted under the Plan and the documents evidencing Stock Options shall be governed by, and construed in accordance with, the laws of the State of Delaware. 10. COMPLIANCE WITH LAW AND REGULATIONS. The obligation of the Company to sell and deliver any shares of Common Stock under this Plan shall be subject to all applicable laws, rules and regulations, and the obtaining of all approvals by governmental agencies deemed necessary or appropriate by the Board. The Board may make any changes in the Plan and include such terms in any Option Agreement as may be necessary or appropriate, in the opinion of counsel to the Company, to comply with the rules and regulations of any governmental authority. 11. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as having any impact on existing qualified or nonqualified retirement or bonus plans of the Company, or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options or appreciation rights otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. A-6 12. CONTINUATION OF SERVICE. Nothing contained in this Plan (or any written Option Agreement) shall be construed as providing any person with the right to continue to serve as a director of the Company or any subsidiary, or on any committee thereof, or in any special capacity on any such Board. 13. EXCULPATION AND INDEMNIFICATION. To the maximum extent permitted by law, the Company shall indemnify and hold harmless the members of the Board from and against any and all liabilities, costs, and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such persons' duties, responsibilities, and obligations under this Plan, other than such liabilities, costs and expenses as may result from the negligence, gross negligence, bad faith, willful conduct, or criminal acts of such persons. 14. AMENDMENT AND TERMINATION. (a) The Board will have the power, in its discretion, to amend, suspend or terminate the Plan at any time. No such amendment will, without approval of the stockholders of the Company, except as provided in Section 8 of the Plan: (i) Change the class of persons eligible to receive Stock Options under the Plan; or (ii) Increase the number of shares of Common Stock subject to the Plan. (b) No amendment, suspension or termination of the Plan will, without the consent of the Participant, alter, terminate, impair or adversely affect any right or obligation under any Stock Option previously granted under the Plan. 15. EFFECTIVE DATE OF PLAN AND DURATION OF PLAN. This Plan will become effective upon the adoption by the Board subject to approval by the holders of a majority of the outstanding shares of Common Stock present in person or by proxy and entitled to vote at a meeting of stockholders of the Company held after such Board adoption (the "Effective Date"). Any Options granted hereunder prior to approval of the Plan by the stockholders shall be granted subject to such approval and may not be exercised or realized, nor may Common Stock be irrevocably transferred to an Participant until and unless such approval has occurred and the provisions of Section 9(a) have been satisfied. Unless previously terminated the Plan will terminate ten years and one month after adoption by the Board, but such termination shall not affect any Stock Option previously made or granted. A-7 EX-4.2 3 FORM OF STOCK OPTION AGREEMENT EXHIBIT 4.2 NONSTATUTORY STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as of January 30, 1997, by and between FIRSTFED FINANCIAL CORP., a Delaware corporation ("Grantor"), and _________________ ("Grantee) with reference to the following facts: A. On January 30, 1997, and effective as of January 30, 1997, the Board of Directors of Grantor adopted the FirstFed Financial Corp. 1997 Nonemployee Directors Stock Incentive Plan (the "Plan"), subject to shareholder approval of the Plan. B. The Board of Directors of Grantor (the "Board of Directors") considers it desirable and in Grantor's best interests that Grantee be provided options to acquire shares of the Common Stock of Grantor pursuant to the Plan, in order to provide Grantee with opportunities to acquire a proprietary interest in Grantor as an incentive that will allow Grantor to attract and retain highly competent persons to serve as Nonemployee Directors. NOW, THEREFORE, the parties hereto wish to memorialize and confirm the terms and conditions of the option awards received by Grantee in accordance with the foregoing, subject to and consistent with the terms and conditions set forth in the Plan. 1. GRANT OF OPTION. 1.1 Grant of Nonstatutory Stock Option. Pursuant to the terms of ---------------------------------- Section 6 of the Plan, Grantee has received, as of each date listed on Schedule 1 attached hereto and incorporated herein by this reference (hereafter "Date of Grant"), as such Schedule may be updated from time to time by agreement of the parties, an option (as defined in Section 1.2 hereof) to purchase the number of whole shares of Common Stock specified on Schedule 1 for each such Date of Grant. The options covered by this Agreement are not intended to qualify or be treated as "Incentive Stock Options," as defined in the Plan and in Section 422(b) of the Internal Revenue Code of 1986, as amended ( the "Code"). 1.2 Use of Certain Terms. For the purposes of this Agreement, the -------------------- term "Option" as used herein shall refer to each Nonstatutory Stock Option awarded to Grantee under Section 6 of the Plan and covered by this Agreement, as listed on Schedule 1 attached hereto. 2. PURCHASE PRICE. The price at which Grantee shall be entitled to purchase shares of Common Stock upon exercise of each Option covered by this Agreement (the "Option Price") is listed on Schedule 1 attached hereto for each such Option. 3. Term of Option. The Options subject to this Agreement are effective and shall be exercisable by Grantee for a period of ten (10) years and one month, commencing on the Date of Grant for each such Option. Options may also be earlier terminated as provided in Section 7 hereof. The period within which each Option is effective in accordance with this Agreement and the Plan is referred to herein as the "Term" of such Option. 4. EXERCISABILITY OF OPTIONS. 4.1 Vesting of Options. No Option granted pursuant to Section 6 of ------------------ the Plan shall be exercisable prior to the anniversary of the Effective Date. Subject to the provisions of Section 4.2 herein, the Option shall only be exercisable during its Term, and in accordance with the following schedule: Period Percentage of Shares Exercisable - ------ -------------------------------- January 31, 1998 100% 4.2 Acceleration of Vesting Upon a Change in Control. In the event ------------------------------------------------ of a "Change of Control" of Grantor (as hereinafter defined), any Option granted hereunder, to the extent theretofore not immediately exercisable, shall immediately become fully exercisable. For the purpose of this Agreement, a "Change in Control" of Grantor shall mean any person (as such person is used in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) becomes the beneficial owner (as such term is used in Section 13(d)(1) of the Exchange Act) directly or indirectly of securities representing at least 25% of the combined voting power of the then outstanding securities of Grantor; or during any period of thirty- six (36) consecutive months (whether commencing before or after the effective date of the Plan), individuals who at the beginning of such period constituted the Board of Directors cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or any reorganization, merger or consolidation of Grantor with one or more corporations as a result of which Grantor is not the surviving corporation, or as a result of which the outstanding Common Stock is converted into or exchanged for cash or securities of another issuer or both, or upon the sale of all or substantially all the assets of Grantor; or the approval by the stockholders of Grantor of any plan or proposal for Grantor to be Acquired (as defined below) or for the liquidation or dissolution of Grantor. For purposes of this Section 4.2, Grantor shall be considered to be "Acquired" only if the owners of its voting securities immediately prior to the effective date of any transactions referred to in this section will not own immediately thereafter, as a result of having owned such voting securities, securities representing a majority of the combined voting power of the then outstanding securities of Grantor or the entity that then owns, directly or indirectly, Grantor or all or substantially all of its assets. 5. Manners of Exercise and Payment. 5.1 Notice of Exercise and Payment for Shares. Subject to the ----------------------------------------- restrictions set forth in Section 4 hereof, Grantee shall be entitled to exercise an Option with respect to some or all of the shares of Common Stock permitted to be purchased hereunder by delivery to Grantor of (1) a fully executed written notice of exercise ( the "Notice of Exercise") in the form attached hereto as Exhibit "A" and made a part hereof or such other form as Grantor may from time to time require, and (2) the full aggregate Option Price for the shares to be purchased, payable in cash, or at the Administrator's discretion, by the assignment and delivery to Grantor of shares of Common Stock or a combination of cash and such shares equal in value to the exercise price. Any shares so assigned and delivered to Grantor in payment or partial payment of the purchase price will be valued at their Fair Market Value on the exercise date, which shall be the later of the date set forth in the Notice of Exercise or the date such Notice is received by Grantor. In the event that the aggregate Option Price delivered by Grantee to Grantor is insufficient to purchase all of the shares requested in the Notice of Exercise, and Grantee shall fail to provide Grantor with an amount sufficient to cover the shortfall within five (5) days after receipt of written notice of such insufficiency, Grantor shall only be obligated to deliver to Grantee that number of whole shares which the amount previously paid by Grantee is sufficient to purchase. 5.2 Delivery of Shares. Upon receipt of a notice of exercise and ------------------ full payment for the shares of Stock covered thereby, or such lesser number of shares as Grantee is entitled to purchase pursuant to the terms of section 5.1 herein, Grantor shall, at its own expense, take and diligently pursue all such action as may be necessary under applicable law to effect the transfer to Grantee of the number of shares of Common Stock as to which such exercise was effective. No fewer than fifty (50) shares may be purchased at one time pursuant to any Option unless the number purchased is the total number at the time available for purchase under the Stock Option. No fractional shares will be issued pursuant to the exercise of a Option, nor will any cash payments be made in lieu of fractional shares. 5.3 Grantee's Rights Prior to Exercise. Grantee shall not be deemed ---------------------------------- to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Option unless and until, (i) the Option shall have been exercised pursuant to the terms hereof and Grantee shall have paid the full required price for the number of shares as to which the Option shall have been exercised; (ii) Grantor shall have issued and delivered the shares to Grantee; and (iii) Grantee's name shall have been entered as a stockholder of record on the books of Grantor; whereupon Grantee shall have full voting and other ownership rights with respect to such shares. 6. NONTRANSFERABILITY. Options shall not be transferable other than by will or the laws of descent and distribution, or pursuant to the terms of a qualified domestic relations order as such term is defined in the Code, as amended, and shall be exercisable during the lifetime of Grantee only by Grantee (or Grantee's duly appointed, qualified and acting personal representative). 7. Death or Termination of Service of Grantee. 7.1 Retirement or Death of Grantee. If Grantee terminates his or her ------------------------------ service with Grantor by reason of death, Disability, or Normal Board Retirement, an Option granted hereunder held by Grantee shall be automatically accelerated with respect to its exercisability and shall become immediately exercisable in full for the remaining number of shares of Common Stock subject to such Option for one year after the date of such termination, whichever period is shorter, and thereafter such Option shall terminate; provided, however, that if Grantee dies or suffers a Disability during said one year period after Normal Board Retirement, such Option shall remain exercisable in full for a period of one year after the date of such death or Disability or until the expiration of the stated term of such Option, whichever period is shorter, and thereafter such Option shall terminate. 7.2 Other Termination of Service. If Grantee's services as a ---------------------------- member of the Board of Directors terminate for any other reason, any portion of an Option granted hereunder held by Grantee which is not then exercisable shall terminate and any portion of such Option which is then exercisable may be exercised for sixty (60) days after the date of such termination or until the expiration of the stated term of such Option, whichever period is shorter, and thereafter such Option shall terminate; provided, however, that if Grantee dies or suffers a Disability during such sixty (60) day period such Option may be exercised for a period of one year after the date of Grantee's death or Disability, or until the expiration of the stated term of such Option, whichever period is shorter, in accordance with its terms, but only to the extent exercisable on the date of Grantee's death or Disability. 8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. 8.1 Adjustment To Option. An appropriate and proportionate -------------------- adjustment, as determined by the Administrator in accordance with the Plan, shall be made in number, kind and per share purchase price of shares subject to the unexercised portion of the Options covered by this Agreement at the time of any change in the capitalization of Grantor; provided, however, that no such adjustment shall change the aggregate purchase price (as determined pursuant to Section 5.1 hereof) applicable to the unexercised portions of such Options. 8.2 Impact of Terminating Event on Option. Upon dissolution or ------------------------------------- liquidation of Grantor or upon a reorganization, merger or consolidation of Grantor with one or more corporations as a result of which Grantor is not the surviving corporation or as a result of which the outstanding Common Stock is converted into or exchanged for cash or securities of another issuer or both or upon the sale of all or substantially all the assets of Grantor, all restrictions applicable to the exercise of outstanding Options shall continue in full force and effect and provision shall be made in connection with such transaction for the continuance of the Plan and the assumption of the outstanding Options by or the substitution for such Options of new Options covering the stock of the successor corporation, or a parent or subsidiary thereof or Grantor with appropriate and proportionate adjustment in (i) the number and kind of shares or other securities or cash or other property subject to such Options and (ii) the price for each share or other unit of any other securities or cash or other property subject to such Options without change in the aggregate purchase price or value as to which such Options remain exercisable; provided however, that if no public market exists for the Common Stock or the other securities or property which would be subject to such Options after consummation of such transaction, such Options shall be converted into the right to receive, upon exercise thereof; an amount of each equal to the amount determined by the Administrator to be the Fair Market Value on the effective date of such transaction of the stock, other securities, cash and other property that a share of Common Stock is entitled to receive, or into which it is converted, pursuant to such transaction. 9. TAX WITHHOLDING. Notwithstanding any other provision of this Agreement, upon the exercise of any Option, Grantee hereby agrees to pay Grantor within thirty (30) days of receipt of a written demand therefor from Grantor, an amount in cash equal to the amount of any tax required to be withheld by Grantor or to direct Grantor to withhold such amount from any payments otherwise owing to Grantee, in order to permit Grantor to obtain any otherwise available deduction under any applicable federal or state tax laws. Notwithstanding Section 5.2 hereof, Grantor shall have no obligation to deliver the shares of Common Stock with respect to which Grantee has exercised any such Option or to make payment with respect to any shares of Common Stock with respect to which Grantee has surrendered any such Option until Grantee has paid or permitted Grantor to withhold such amount as provided herein. 10. CONDITION TO GRANT OF OPTIONS. Notwithstanding anything herein to the contrary, any Option granted hereunder shall immediately become null and void in the event that the stockholders of the Grantor shall fail to approve the Plan. 11. GOVERNMENT AND OTHER REGULATIONS. The obligation of Grantor to sell and deliver shares of Common Stock under the Plan is subject to all applicable laws, rules and regulations, and the obtaining of all such approvals from all government agencies as deemed necessary of appropriate by Grantor. 12. NOTICES. All notices, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered in person, or by United States mail, certified or registered, with return receipt requested, or otherwise actually delivered, in the case of Grantee, to the last address of Grantee appearing on the books of Grantor, and in the case of Grantor to: FirstFed Financial Corp. 401 Wilshire Blvd. Santa Monica, CA 90401 Attention: General Counsel or to such other address or addresses as Grantee or Grantor shall hereafter have specified in writing. Any such notice, demand or other communication hereunder shall be deemed to have been duly given on the date actually delivered or as of the third business day following the date mailed, as the case may be. 13. MODIFICATION OF AGREEMENT. This Agreement may be modified, amended, suspended or terminated, and any terms, covenants, representations or conditions may be waived, but only by a written instrument consistent with the provisions of the Plan and executed by the parties hereto. 14. SEVERABILITY. Should any provision of this Agreement be held by a court to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms. 15. COUNTERPARTS. This Agreement may be executed in one or more counterparts and, when such counterparts have been executed by each of the parties hereto, said counterparts shall constitute a single and valid agreement although each of the signatory parties have executed separate counterparts hereof. 16. TITLES. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement. 17. PLAN CONTROLLING. This Agreement shall be construed so as to be consistent with the Plan and the provisions of the Plan shall be deemed to be controlling in the event any provision hereof shall appear to be inconsistent therewith. Grantee hereby acknowledges receipt of a copy of the Plan from Grantor. IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written. "GRANTOR" "GRANTEE" FIRSTFED FINANCIAL CORPORATION, a Delaware corporation By:___________________________ ______________________________ Babette Heimbuch President and CEO Attest: ________________________ Ann E. Lederer Secretary SCHEDULE 1 Effective Date Number of Shares Subject to Option Exercise Price - -------------- ---------------------------------- -------------- January 30, 1997 4,000 $21.75 This schedule 1 replaces and supersedes all prior Schedule 1's attached to that certain Option Award Agreement dated n/a, by and between FirstFed Financial Corp. and Grantee(the "Agreement"). The parties to the Agreement hereby acknowledge and agree that this schedule 1 accurately and completely lists the Option(s) (and the specified terms thereof) covered by such Agreement. ACKNOWLEDGED AND AGREED: FIRSTFED FINANCIAL CORP., GRANTEE a Delaware Corporation By:______________________________ By:___________________________ Its:_____________________________ Dated:___________________ Dated:___________________ NOTICE OF EXERCISE OF A NONSTATUTORY STOCK OPTION TO: THE BOARD OF DIRECTORS OF FIRSTFED FINANCIAL CORP. The undersigned hereby elects to purchase _____________________ whole shares of Common Stock of FirstFed Financial Corp. ( the "Company") pursuant to the Nonstatutory Stock Option granted to the undersigned in that certain Stock Option Agreement between the Company and the undersigned bearing an Effective Date of. The aggregate purchase price for such shares is $ __________________, which amount is being tendered herewith. The effective date of this election shall be______________________, or the date of receipt of this Notice by Grantor if later. Executed this___________day of______________, at___________________ ________________________________ (Name) ________________________________ (Social Security Number) EX-5 4 OPINION OF COUNSEL EXHIBIT 5 August 12, 1997 FirstFed Financial Corp. Board of Directors 401 Wilshire Boulevard Santa Monica, CA 90401-1490 Ladies and Gentlemen: I am Senior Vice President and General Counsel of FirstFed Financial Corp., a Delaware corporation (the "Company"), and in such capacity participated in the preparation of the Company's Registration Statement dated May 29, 1997 on Form S-8 under the Securities Act of 1933 (the "Registration Statement"). The Registration Statement covers an aggregate of 200,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), issuable upon exercise of options which may be granted under the Company's 1997 Nonemployee Directors Stock Incentive Plan (the "Plan"). As counsel, I have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as I have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, I have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies submitted to me as conformed or reproduction copies. As to various questions of fact relevant to such opinion, I have relied upon statements or certificates of public officials, officers or representatives of the Company and others. Based upon the foregoing, and subject to the limitations set forth herein, I am of the opinion that the 200,000 shares of Common Stock issuable upon exercise of options which may be granted under the Plan, when issued pursuant to the terms of the Plan and for not less than the par value thereof, will be validly issued, fully paid and non-assessable. I hold options for 6,969 shares and am the beneficial owner of 2,408 shares of Common Stock (1,650 of which are unvested restricted shares). FirstFed Financial Corp. Board of Directors August 12, 1997 Page 2 I am a member of the State Bar of California and do not hold myself out as being conversant with the laws of any jurisdiction other than the United States of America and the State of California and, to the extent required by the foregoing opinion, the General Corporation Law of the State of Delaware. This opinion is furnished to you in connection with the within described transaction only and may not be relied upon by you or any person in any other context. Very truly yours, Ann E. Lederer General Counsel AEL/pt EX-23.1 5 CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors FirstFed Financial Corp. We consent to incorporation by reference in the registration statement on Form S-8 of FirstFed Financial Corp. of our report dated January 28, 1997, relating to the consolidated statements of financial condition of FirstFed Financial Corp. and subsidiary as of December 31, 1996 and 1995 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of FirstFed Financial Corp. KPMG Peat Marwick LLP Los Angeles, California August 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----