CONFIDENTIAL
July 9, 2001
Mr. Charles F. Finn
President & Chief Executive Officer
Wayne Savings Bancshares, Inc.
151 North Market Street
Wooster, OH 44691-4809
Mr. Charles F. Finn
President & Chief Executive Officer
Wayne Savings Bankshares, M.H.C.
151 North Market Street
Wooster, OH 44691-4809
Re: "SECOND STEP" CONVERSION - SELLING AGENT SERVICES, PROXY
SOLICITATION & ADMINISTRATIVE SERVICES
Dear Mr. Finn:
Ryan, Beck & Co. ("Ryan, Beck") is pleased to submit this engagement letter
setting forth the terms of the proposed engagement between Ryan, Beck and Wayne
Savings Bancshares, Inc. (the "Company") and Wayne Savings Bankshares, MHC (the
"MHC") in connection with the proposed conversion and sale of the Common Stock
of the Company held by Wayne Savings Bankshares, MHC.
1. BACKGROUND ON RYAN, BECK
Ryan, Beck, Inc., was organized in 1946 and is one of the nation's leading
investment bankers for financial institutions. The firm is a registered
broker-dealer with the Securities and Exchange Commission, a member of the
National Association of Securities Dealers, Inc., Securities Industry
Association and a member of the Securities Investor Protection Corporation.
Ryan, Beck's Financial Institutions Group, including corporate finance and
research, represents one of the largest such groups devoted solely to financial
institutions matters in the country. Moreover, Ryan, Beck is one of the largest
market makers in bank and thrift stocks.
2. SECOND STEP STOCK OFFERING
It is our understanding that the Company proposes to issue shares of common
stock of the Company held by the MHC in a subscription offering with any
remaining shares sold in a community offering (collectively the "Offering").
Shares sold in the Offering shall represent those shares representing the final
independent appraisal times the adjusted majority
Mr. Charles F. Finn
July 9, 2001
Page 2
ownership of the MHC. In connection therewith, the Company's Board of Directors
will adopt a reorganization and stock issuance plan (the "Plan") whereby shares
of Common Stock will be offered for sale in the Offering. Ryan, Beck proposes to
act as financial advisor to the Company with respect to the Plan and selling
agent with respect to the subscription and community offering. Specific terms of
services shall be set forth in a definitive agency agreement (the "Definitive
Agreement") between Ryan, Beck and the Company to be executed on the date the
offering document is declared effective by the appropriate regulatory
authorities. The Definitive Agreement will include customary representations and
warranties, covenants, conditions, termination provisions and indemnification,
contribution and limitation of liability provisions, all to be mutually agreed
upon by Ryan, Beck and the Company (and its successors). Ryan, Beck's
willingness to execute a Definitive Agreement and conduct the Offering will be
subject to its satisfaction, in its sole discretion and judgment, with a number
of other factors, including but not limited to the following:
i. there being no material adverse change in the condition or operation
of the Company;
ii. satisfactory disclosure of all relevant financial information in the
disclosure documents and determination that the sale of the securities
is reasonable given such disclosures;
iii. the current financial position, earnings performance and future
prospects of the Company;
iv. receipt of a "comfort letter" from the Company's accountants
containing no material exceptions; and
v. the condition of the credit and equity markets and particularly as
they relate to securities of financial institutions.
3. SERVICES TO BE PROVIDED BY RYAN, BECK
a. ADVISORY SERVICES - Thorough planning is essential to a successful
offering. Ryan, Beck serves as lead coordinator of the marketing and
logistic efforts necessary to prepare for an offering. Our actions are
intended to clearly define responsibilities and timetables, while
avoiding costly surprises. We assume responsibility for the initial
preparation of marketing materials--saving you time and legal expense.
Moreover, as your investment banker, Ryan, Beck will evaluate the
financial, marketing and regulatory issues involved in the Offering.
Our specific responsibilities include:
- Review and advice with respect to the Plan;
- Review and provide input with respect to the Business Plan to be
prepared in connection with the Reorganization;
- Participate in drafting the Prospectus and assist in obtaining all
requisite regulatory approvals on terms most favorable to the Company;
- Review and opine to the Board of Directors on the adequacy of the
appraisal process;
- Develop a marketing plan for the Offering including direct mail,
advertising, community meetings and telephone solicitation;
- Provide specifications and assistance in selecting data processing
assistance, printer and other professionals;
Mr. Charles F. Finn
July 9, 2001
Page 3
- Develop an operating plan for the Stock Sale Center (the "Center"); -
Provide a list of equipment and supplies needed for the Center;
- Draft marketing materials including letters, brochures, slide show
script and advertisements; and - Assist in arranging market-makers for
post-reorganization trading.
b. ADMINISTRATIVE SERVICES AND STOCK SALE CENTER MANAGEMENT - Ryan, Beck will
manage all aspects of the Offering. A
--------------------------------------------------------- successful
Offering requires an enormous amount of attention to detail. Working
knowledge and familiarity with the law and "lore" of bank regulators,
Securities and Exchange Commission and National Association of Securities
Dealers is essential. Ryan, Beck's experience in managing many thrift
reorganizations and second step conversion offerings will minimize the
burden on your management and disruption to normal banking business. At the
same time, our legal, accounting and regulatory background ensures that
details are attended to in a professional fashion. An Offering requires
accurate and timely record keeping and reporting. Furthermore, customer
inquiries must be handled professionally and accurately. The Center
centralizes all data and work effort relating to the Offering.
- Provide experienced on-site registered representatives to minimize
disruption of day-to-day business;
- Identify and organize space for the Center, the focal point of sales
and proxy solicitation activity;
- Administer the Center. All substantive stock and proxy related matters
will be handled by employees of Ryan, Beck;
- Organize and implement all proxy solicitation efforts;
- Prepare procedures for processing proxies, stock orders and cash, and
for handling requests for information;
- Ryan, Beck will outsource all reorganization agent/data
processing/transfer agent function
- Provide scripts, training and guidance for the telephone team in
soliciting proxies and in the stock sales telemarketing effort;
- Educate the Company's directors, officers and employees about the
Reorganization and Offering, their roles and relevant securities laws;
- Train branch managers and customer-contact employees on the proper
response to stock purchase inquiries;
- Train and supervise Center staff assisting with proxy and order
processing;
- Prepare daily sales reports for management and ensure funds received
balance to such reports;
- Coordinate functions with the data processing agent, printer, transfer
agent, stock certificate printer and other professionals;
- Design and implement procedures for handling IRA and other retirement
plan orders; and
- Provide post-offering subscriber assistance and management of the
pro-ration process.
c. SECURITIES MARKETING SERVICES - Ryan, Beck uses various sales techniques
including direct mail, advertising, community investor meetings, telephone
solicitation, and if necessary, selling group formation. The sales approach
is tailored to fit your specific situation. Our techniques are
Mr. Charles F. Finn
July 9, 2001
Page 4
designed to attract a stockholder base comprised largely of
community-oriented individuals loyal to the Company.
Our specific actions include:
- Assign licensed registered representatives from our staff to work at
the Center to solicit orders on behalf of the Company from eligible
prospects who have been targeted as likely and desirable stockholders;
- Assist management in developing a list of potential investors who are
viewed as priority prospects;
- Respond to inquiries concerning the Offering and investment
opportunities;
- Organize, coordinate and participate in community informational
meetings. These meetings are intended to both relieve customer anxiety
and attract potential investors. The meetings generate widespread
publicity for the Offering while providing local exposure of the
Company and promoting favorable stockholder relations;
- Supervise and conduct a telemarketing campaign to identify prospects
from among the Company's customer base;
- Continually advise management on market conditions and the community's
responsiveness to the Offering;
- If appropriate and at the request of the Company, arrange a syndicated
community Offering involving a selling group of selected
broker-dealers acting on a "best efforts" basis to assist in selling
stock during the Offering. In so doing, prepare broker "fact sheets"
and arrange "road shows" for the purpose of stimulating interest in
the stock and informing the brokerage community of the particulars of
the Offering.
- Coordinate efforts to maximize after-market support and Company
sponsorship.
4. COMPENSATION
a. For its services hereunder, the Company will pay to Ryan, Beck the
following compensation in connection with the Reorganization and Offering.
(1) An advisory and management fee of $50,000 in connection with the
advisory, administrative and proxy solicitation services set forth in
section 3.a. and 3.b. hereof (the "Management Fee"); the Management
Fee shall be payable as follows: $25,000 upon signing this Agreement
and $25,000 upon the initial filing of the Registration Statement.
(2) A fee of one and one half percent (1.50%) of the dollar amount of the
Common Stock sold in the Offering other than those shares sold
pursuant to (3) below, provided that the aggregate fee under 4a (1)
and 4a (2) shall not exceed $350,000. No fee shall be payable pursuant
to this subsection in connection with the sale of stock to officers,
directors, employees or immediate family of such persons ("Insiders")
and qualified and non-qualified employee benefit plans of the Company
or the Insiders.
Mr. Charles F. Finn
July 9, 2001
Page 5
(3) For stock sold by a group of NASD member firms (which will include
Ryan, Beck & Co.) pursuant to a syndicated community offering solely
managed by Ryan, Beck (the "Selling Group"), a fee equal to one and
one half percent (1.50%) which fee along with the fee payable directly
by the Company to selected dealers shall not exceed seven percent
(7.00%) in the aggregate. Ryan, Beck will not commence sales of the
stock through members of the Selling Group without the specific prior
approval of the Company.
Such fees (less the amount of any advance payments) are to be paid to Ryan,
Beck at the closing of the Offering. If, pursuant to a resolicitation
undertaken by the Company, Ryan, Beck is required to provide significant
additional services, or expend significant additional time, the parties
shall mutually agree to the dollar amount of the additional compensation
due.
b. If (i) the Plan is abandoned or terminated by the Company; (ii) the
Offering is not consummated by June 30, 2002; (iii) Ryan, Beck terminates
this relationship because there has been a material adverse change in the
financial condition or operations of the Company since March 31, 2001; or
(iv) immediately prior to commencement of the Offering, Ryan, Beck
terminates this relationship because in its opinion, which shall have been
formed in good faith after reasonable determination and consideration of
all relevant factors, there has been a failure to satisfactorily disclose
all relevant information in the disclosure documents or the existence of
market conditions which might render the sale of the shares by the Company
hereby contemplated inadvisable; Ryan, Beck shall not be entitled to the
fees set forth above under subparagraph (a), but in addition to
reimbursement of its reasonable out-of-pocket expenses as set forth in
paragraph 7 below, shall be entitled to retain the Management Fee already
paid.
5. DOCUMENTS
The Company and its counsel will complete, file with the appropriate regulatory
authorities and, as appropriate, amend from time to time, the information to be
contained in the Company's applications to banking and securities regulators and
any related exhibits thereto. In this regard, the Company and its counsel will
prepare a prospectus and any other necessary disclosure documents relating to
the offering of the Common Stock in conformance with applicable rules and
regulations. As the Company's financial advisor, Ryan, Beck will in conjunction
with counsel, conduct an examination of the relevant documents and records of
the Company and will make such other reasonable investigation as deemed
necessary and appropriate under the circumstances. The Company agrees to make
all such documents, records and other information deemed necessary by Ryan,
Beck, or its counsel, available to them upon reasonable request. Ryan, Beck's
counsel will prepare, subject to the approval of the Company's counsel, the
Definitive Agreement. Ryan, Beck's counsel shall be selected by Ryan, Beck,
subject to the approval of the Company.
6. EXPENSES AND REIMBURSEMENT
The Company will bear all of its expenses in connection with the Reorganization
and the Offering of its Common Stock including, but not limited to, the
Company's attorney fees, NASD filing fees, "blue sky" legal fees, expenses for
appraisal, auditing and accounting services, advertising expenses, printing
Mr. Charles F. Finn
July 9, 2001
Page 6
expenses, "road show" expenses, syndicate related expenses, temporary personnel
expenses and the preparation of stock certificates. In the event Ryan, Beck
incurs such expenses on behalf of the Company, the Company shall pay or
reimburse Ryan, Beck for such reasonable fees and expenses regardless of whether
the Reorganization is successfully completed. Ryan, Beck will not incur any
single expense of more than $2,000, pursuant to this paragraph without the prior
approval of the Company.
The Company also agrees to reimburse Ryan, Beck for reasonable out-of-pocket
expenses, including legal fees and expenses, incurred by Ryan, Beck in
connection with the services contemplated hereunder. Ryan, Beck will not incur
legal fees (including expenses of councel) in excess of $35,000 without the
approval of the Company. Other out-of-pocket expenses directly incurred by Ryan,
Beck will not exceed $25,000,exclutive of legal, without the approval of the
Company. The parties acknowledge, however, that such caps may be increased by
the mutual consent of the Company and Ryan, Beck in the event of any material
delay in the Offering which would require an update of the financial information
in tabular form contained in the Prospectus for a period later than June 30,
2001. Not later than two days before closing, we will provide you with a
detailed accounting of all reimbursable expenses to be paid at closing.
7. MARKET MAKING
Ryan, Beck agrees to use its best efforts to maintain a market and if necessary
solicit other broker dealers to make a market in the Common Stock after the
"Second Step Conversion".
8. INFORMATION TO BE SUPPLIED; DOCUMENTS AND CONFIDENTIALITY
a. The Company and its counsel will complete, file with the appropriate
regulatory authorities and, as appropriate, amend from time to time, the
information to be contained in the Company applications to banking and
securities regulators and any related exhibits thereto. In this regard, the
Company and its counsel will prepare a prospectus and any other necessary
disclosure documents relating to the offering of the Common Stock in
conformance with applicable rules and regulations. As the Company's
financial advisor, Ryan, Beck will in conjunction with counsel, conduct an
examination of the relevant documents and records of the Company and will
make such other reasonable investigation as deemed necessary and
appropriate under the circumstances.
b. The Company acknowledges that all advice (written or oral) given by Ryan,
Beck to the Company is intended solely for the benefit and use of the
Company. Other than to the extent required to be reflected in Board and
committee meeting minutes, no advice (written or oral) of Ryan, Beck
hereunder shall be used, reproduced, disseminated, quoted or referred to at
any time, in any manner, or for any purpose, nor shall any public
references to Ryan, Beck be made by the Company (or such persons), without
the prior written consent of Ryan, Beck.
c. Ryan, Beck will maintain the confidentiality of the Information and, unless
and until such information shall have been made publicly available by the
Company or by others without breach of a confidentiality agreement, shall
disclose the Information only as authorized by the Company
Mr. Charles F. Finn
July 9, 2001
Page 7
or as required by law or by order of a governmental authority or court of
competent jurisdiction. In the event that Ryan, Beck is legally required to
make disclosure of any of the Information, Ryan, Beck will give notice to
the Company prior to such disclosure, to the extent that Ryan, Beck can
practically do so. The foregoing paragraph shall not apply to information
that:
i. at the time of disclosure by the Company is, or thereafter
becomes, generally available to the public or within the
industries in which the Company or Ryan, Beck or its
affiliates conduct business, other than as a result of a
breach by Ryan, Beck of its obligations under this
Agreement;
ii. prior to or at the time of disclosure by the Company, was
already in the possession of, or conceived by, Ryan, Beck
or any of its affiliates, or could have been developed by
them from information then in their possession, by the
application of other information or techniques in their
possession, generally available to the public, or available
to Ryan, Beck or its affiliates other than from the
Company;
iii. at the time of disclosure by the Company or thereafter,
is obtained by Ryan, Beck or any of its affiliates from a
third party who Ryan, Beck reasonably believes to be in
possession of the information not in violation of any
contractual, legal or fiduciary obligation to the Company
with respect to that information; or
iv. is independently developed by Ryan, Beck or its affiliates.
d. In connection with Ryan, Beck's activities on behalf of the Company, the
Company will furnish Ryan, Beck with all financial and other information
regarding the Company that Ryan, Beck reasonably believes appropriate to
its assignment (all such information so furnished by the Company, whether
furnished before or after the date of this Agreement, being referred to
herein as the "Information"). The Company will provide Ryan, Beck with
access to the officers, directors, employees, independent accountants,
legal counsel and other advisors and consultants for the Company. The
Company recognizes and agrees that Ryan, Beck:
i. will use and rely primarily on the Information and
information available from generally recognized public
sources in performing the services contemplated by this
Agreement without independently verifying the Information
or such other information;
ii. does not assume responsibility for the accuracy of the
Information or such other information; and
iii. will not make an appraisal of any assets or liabilities
owned or controlled by the Company or its market
competitors.
e. Nothing in this Agreement shall be construed to limit the ability of Ryan,
Beck or its affiliates to pursue, investigate, analyze, invest in, or
engage in investment banking, financial advisory or any other business
relationships with, entities other than the Company, notwithstanding that
such entities may be engaged in a business which is similar to or
competitive with the business of the Company, and notwithstanding that such
entities may have actual or potential operations, products, services,
plans, ideas, customers or supplies similar or identical to the Company, or
may have been identified by the Company as potential merger or acquisition
targets or potential
Mr. Charles F. Finn
July 9, 2001
Page 8
candidates for some other business combination, cooperation or
relationship. The Company expressly acknowledges and agrees that it does
not claim any proprietary interest in the identity of any other entity in
its industry or otherwise, and that the identity of any such entity is not
confidential information.
9. BLUE SKY
To the extent required by applicable state law, Ryan, Beck and the Company will
need to obtain or confirm exemptions, qualifications or registration of the
Common Stock under applicable state securities laws and NASD policies. Such work
will be performed by the Company's counsel and the cost of such legal work and
related filing fees will be paid by the Company. The Company will cause the
counsel performing such services to prepare a Blue Sky memorandum related to the
Offering including Ryan, Beck's participation therein and shall furnish Ryan,
Beck a copy thereof addressed to Ryan, Beck or upon which such counsel shall
state Ryan, Beck may rely.
10. AVAILABILITY OF "STARS" PROGRAM
As an additional service to the Company, Ryan, Beck will make available for a
period of 1 year following the completion of the Offering, advisory services
through the Ryan, Beck Strategic Advisory Services ("STARS") program. The
undersigned will serve as the senior relationship manager for this program. If
the Company elects to avail itself of the STARS program, Ryan, Beck will meet
with the Company at its request. Ryan, Beck also will provide opinions and
recommendations, upon request, for the areas covered below:
Valuation Analysis
Merger and Acquisition Planning and Analysis
Merger and Acquisition Trends
Planning, Forecasting & Competitive Strategy
Capital, Asset & Liability Structure & Management
Stock Repurchase Programs
Dividend Policy
Dividend Reinvestment Programs
Market Development and Sponsorship of Bank Securities
Financial Disclosure
Financial Relations
Financial Reports
Branch Sales and Purchases
Stock Benefit Plan Analysis and Advisory
Stockholder & Investor Relations Presentations & Programs
Fairness Opinions
Mr. Charles F. Finn
July 9, 2001
Page 9
Scanning of Potential Acquisition Candidates
Based on Published Statement Information
(This screening does not extend to any in-depth merger and
acquisition analyses or studies which are available under Ryan,
Beck's normal fee schedule, and does not include retention of Ryan,
Beck by the Company for any specific merger/acquisition situation.)
If the Company elects to utilize the STARS program Ryan, Beck will waive the
regular retainer fee and hourly charges for this program for the first year. The
Company also will reimburse Ryan, Beck's reasonable out-of-pocket expenses
incurred in conjunction with the performance of these services. Such
out-of-pocket expenses shall include travel, legal and other miscellaneous
expenses. Ryan, Beck will not incur any single expense in excess of $2,000
pursuant to this paragraph without the prior approval of the Company.
If negotiations for a transaction conducted during the term of the STARS
Advisory Agreement described above result in the execution of a definitive
agreement and/or consummation of a transaction for which Ryan, Beck customarily
would be entitled to a fee for its advisory or other investment banking
services, Ryan, Beck shall receive a contingent advisory fee ("Advisory Fee") in
accordance with the terms of a separate engagement letter with respect to such
transaction.
11. INDEMNIFICATION
The Definitive Agreement will provide for indemnification of the type usually
found in underwriting agreements as to certain liabilities, including
liabilities under the Securities Act of 1933. The Company also agrees to defend,
indemnify and hold harmless Ryan, Beck and its officers, directors, employees
and agents against all claims, losses, actions, judgments, damages or expenses,
including but not limited to reasonable attorneys' fees, arising solely out of
the engagement described herein, except that such indemnification shall not
apply to Ryan, Beck's own bad faith, willful misconduct or gross negligence.
12. CONFIDENTIALITY
To the extent consistent with legal requirements and except as otherwise set
forth in the Prospectus, all information given to Ryan, Beck by the Company,
unless publicly available or otherwise available to Ryan, Beck without
restriction to breach of any confidentiality agreement ("Confidential
Information"), will be held by Ryan, Beck in confidence and will not be
disclosed to anyone other than Ryan, Beck's agents without the Company's prior
approval or used for any purpose other than those referred to in this engagement
letter. Upon any termination of its engagement, Ryan, Beck shall promptly
deliver to the Company all materials specifically produced for it and will
return to the Company all Confidential Information provided to Ryan, Beck during
the course of its engagement hereunder.
13. NASD MATTERS
Ryan, Beck has an obligation to file certain documents and to make certain
representations to the National Association of Security Dealers ("NASD") in
connection with the Reorganization. The
Mr. Charles F. Finn
July 9, 2001
Page 10
Company agrees to cooperate with Ryan, Beck and provide such information as may
be necessary for Ryan, Beck to comply with all NASD requirements applicable to
it in connection with its participation as contemplated herein in the
Reorganization. Ryan, Beck is and will remain through completion of the
Reorganization a member in a good standing of the NASD and will comply with all
applicable NASD requirements.
14. OBLIGATIONS
(a) Except as set forth below, this engagement letter is merely a statement of
intent. While Ryan, Beck and the Company agree in principle to the contents
hereof and propose to proceed promptly and in good faith to work out the
arrangements with respect to the Reorganization, any legal obligations
between Ryan, Beck and the Company shall be only: (i) those set forth
herein in paragraphs 2, 3 and 4 regarding services and payments; (ii) those
set forth in paragraph 6 regarding reimbursement for certain expenses;
(iii) those set forth in paragraph 11 regarding indemnification; (iv) those
set forth in paragraph 12 regarding confidentiality; and (v) as set forth
in a duly negotiated and executed Definitive Agreement.
(b) The obligation of Ryan, Beck to enter into the Definitive Agreement shall
be subject to there being, in Ryan, Beck's opinion, which shall have been
formed in good faith after reasonable determination and consideration of
all relevant factors: (i) no material adverse change in the condition or
operation of the Company; (ii) satisfactory disclosure of all relevant
information in the disclosure documents and a determination that the sale
of stock is reasonable given such disclosures; (iii) no market conditions
which might render the sale of the shares by the Company hereby
contemplated inadvisable; and (iv) agreement that the price established by
the independent appraiser is reasonable in the then prevailing market
conditions.
15. INDEPENDENT CONTRACTOR; NO FIDUCIARY DUTY
The Company acknowledges and agrees that it is a sophisticated business
enterprise and that Ryan, Beck has been retained pursuant to this Agreement to
act as financial advisor to the Company solely with respect to the matters set
forth herein. In such capacity, Ryan, Beck shall act as an independent
contractor, and any duties of Ryan, Beck arising out of its engagement pursuant
to this Agreement shall be contractual in nature and shall be owed solely to the
Company. Each party disclaims any intention to impose any fiduciary duty on the
other.
16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida applicable to contracts executed and to be
wholly performed therein without giving effects to its conflicts of laws
principles or rules. Any dispute hereunder shall be brought in a court in the
State of Florida.
17. WAIVER OF TRIAL BY JURY
Mr. Charles F. Finn
July 9, 2001
Page 11
EACH OF RYAN, BECK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT.
Please acknowledge your agreement to the foregoing by signing in the place
provided below and returning one copy of this letter to our office together with
the retainer payment in the amount of $25,000. We look forward to working with
you.
RYAN, BECK & CO., INC.
BY: /s/ Ben A. Plotkin
------------------------------------------------------
Ben A. Plotkin, Chairman & Chief Executive Officer
Accepted and Agreed to This Day of July, 2001
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WAYNE SAVINGS BANCSHARES, INC.
BY: /s/ Charles F. Finn
------------------------------------------------------------------------
Charles F. Finn, President & Chief Executive Officer
WAYNE SAVINGS BANKSHARES, MHC
BY: /s/ Charles F. Finn
------------------------------------------------------------------------
Charles F. Finn, President & Chief Executive Officer
Cc: Kenneth R. Lehman