RURBAN FINANCIAL CORP. NONQUALIFIED STOCK OPTION AWARD AGREEMENT (For Employees)
Exhibit 10.21
2008
STOCK INCENTIVE PLAN
(For
Employees)
In
recognition of your services to Rurban Financial Corp. (the “Company”) and its
Subsidiaries, the Compensation Committee of the Board of Directors of the
Company (the “Committee”) has granted you a Nonqualified Stock Option (“Option”)
to purchase common shares, without par value, of the Company (“Stock”), subject
to the terms and conditions described in the Rurban Financial Corp. 2008 Stock
Incentive Plan (the “Plan”) and this Nonqualified Stock Option Award Agreement
(“Award Agreement”).
To ensure
you fully understand the terms and conditions of your Option, you should read
the Plan and this Award Agreement carefully. Capitalized terms that
are not defined in this Award Agreement have the same meanings as in the
Plan.
You
should return a signed copy of this Award Agreement to:
Xxxxx
Xxxxxxx
Vice
President, Human Resources Manager
000
Xxxxxxx Xxxxxx
Defiance,
Ohio 43512
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1.
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Summary of Your Restricted
Option
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(a)
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Grant
Date: _______________,
2010
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(b)
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Number of Shares of Stock
Subject to Your Option: ___________ shares of
Stock.
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(c)
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Exercise
Price: $___________ per share of
Stock.
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2.
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When Your Option Will
Vest
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Your
Option will vest and become exercisable with respect to one-fifth of the Shares
subject to the Option on each of the first, second, third, fourth and fifth
anniversaries of the Grant Date (each an “Anniversary Date”), subject to your
continued employment with the Company or an Affiliate on the applicable
Anniversary Date. Notwithstanding the foregoing, the Option shall
become fully vested and exercisable upon your death, Disability or
Retirement.
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(a)
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In
General: In general, you may exercise all or any part of
the vested portion of your Option at any time prior to the tenth
anniversary of the Grant Date (the “Expiration Date”), except to the
extent the Committee determines otherwise upon the occurrence of an
Applicable Event or as otherwise provided
below.
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1.
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(b)
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Effect of
Termination: If your employment terminates prior to the
Expiration Date, your Option will remain exercisable for the period
specified below:
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(i)
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Retirement. If
you Retire, the vested portion of your Option may be exercised at any time
before the earlier of the Expiration Date or one year following your
Retirement.
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(ii)
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Death or
Disability. If your employment terminates due to your
death or Disability, the vested portion of your Option may be exercised at
any time before the earlier of the Expiration Date or the first
anniversary of your termination
date.
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(iii)
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For Any Reason Other Than
Retirement, Death or Disability. If your employment is
terminated for any reason other than your Retirement, death or Disability:
(i) the unvested portion of your Option will be forfeited on your
termination date; and (ii) the vested portion
of your Option may be exercised at any time before the earlier of the
Expiration Date or 30 days after your termination
date.
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(c)
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Applicable
Event: If there is an Applicable Event, Section 11.5 of
the Plan will apply to the outstanding and unexercised portion of your
Option.
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You must
follow the procedures described below to exercise your Option. If you
do not follow these procedures, your attempted exercise will be
disregarded.
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(e)
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Exercise. Your
Option may be exercised with respect to whole shares of Stock
only.
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(f)
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Procedure. To exercise
all or any part of the vested portion of your Option, you must (i)
complete and return a copy of the Nonqualified Stock Option Exercise Form
(attached to this Award Agreement as Exhibit A); and
(ii) pay the applicable exercise price for each share of Stock being
purchased as described in Section
4(c).
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(g)
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Payment of Exercise
Price. You may pay the exercise price for each share of
Stock being purchased upon the exercise of the Option: (i) in cash equal
to the aggregate exercise price of the number of shares
of Stock being purchased; (ii) in the form of a personal check
or money order made payable to “Rurban Financial Corp.” in the amount of
the aggregate exercise price of the shares of Stock being purchased; (iii)
by tendering whole shares of Stock owned by you for at least six months
before the Option is exercised (or such other period established by
generally accepted accounting principles) with a Fair Market Value equal
to the aggregate exercise price of the shares of Stock being purchased; or
(iv) any combination of the
foregoing.
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2.
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(h)
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Issuance of Shares of
Stock. As soon as administratively practicable after the
Company determines that the Option has been validly exercised as to any of
the shares of Stock, the Company will issue or transfer the relevant
number of shares of Stock to you. Any fractional shares of Stock resulting
from the exercise of your Option will be settled in
cash.
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3.
(g) Tenure: Nothing in
the Plan or this Award Agreement shall confer upon you the right to continue as
an Employee or Director, as applicable, of the Company or any
Subsidiary.
(h) Governing Law: This
Award Agreement will be construed in accordance with and governed by the laws
(other than laws governing conflicts of laws) of the State of Ohio.
* * * * *
4.
Your
Acknowledgement
By
signing below as the “Participant,” you acknowledge and agree that:
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·
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A
copy of the Plan has been made available to you;
and
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You
understand and accept the terms and conditions placed on your
Option.
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PARTICIPANT
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Print Name:
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Print Name:
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Title:
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Date:
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Date:
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5.
EXHIBIT
A
2008
STOCK INCENTIVE PLAN
NONQUALIFIED
STOCK OPTION EXERCISE NOTICE
(For
Employees)
Note: A separate
Exercise Notice must be completed each time an Option is exercised
(e.g., if the Optionee is simultaneously exercising an Option to purchase
200 shares that was granted on January 1, 2009 and an Option to purchase
100 shares that was granted on January 1, 2010, you must complete two
Exercise Notices, one for each Option being exercised).
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1.
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Affected Option
Shares: This Exercise Notice relates to the following
Option and shares of Stock (fill in the
blanks):
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(a)
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Grant
Date of
Option: __________________________________________________________________
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(b)
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Number
of Shares of Stock Being Purchase with This Exercise
Notice: _________________________
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(c)
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Exercise
Price: The exercise price per share of Stock is
$_______________________________________
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(d)
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Total
Exercise Price: The total exercise (multiply 1(b) by
1(c)) is:
$______________________________
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2.
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Payment of Exercise
Price: The total exercise price will be paid by (check
one):
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¨
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Personal
check, bank draft or money order payable to “Rurban Financial
Corp.”
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¨
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Through
the tender of whole shares of Stock that the Optionee has held for at
least six months (or
such other period established by generally accepted accounting principles)
and which have a Fair Market Value equal to the total exercise
price.
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¨
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A
combination of these two methods (the aggregate amount of cash and value
of shares delivered or attested must be equal to the total exercise
price).
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Notes:
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If:
(a) the cash, bank
or money order method of exercise is selected, full payment must be
included with this Exercise Notice; and (b) you elect the tender form of
paying the exercise price, you may contact the Company at the address
given below for further information as to how the choice of payment will
affect the number of shares of Stock you will
receive.
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3.
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Payment of
Taxes: Subject to Section 5(c) of the Award Agreement
under which the Option was issued, the withholding taxes associated with
this exercise of the Option will be paid (check
one):
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¨
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From
my payroll checking account.
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¨
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By
having the Company withhold shares of Stock that would otherwise be issued
with respect to this exercise.
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6.
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4.
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Acknowledgement of Effect of
Exercise: By signing below, I acknowledge and agree
that:
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(a)
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I
fully understand the effect (including the investment effect) of
exercising the Option and buying the shares of stock and understand that
there is no guarantee that the value of these shares of Stock will
appreciate or will not depreciate;
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(b)
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This
Exercise Notice will have no effect if it is not returned to the Company
at the address given below before the Expiration Date or such other date
as may be specified in the Award Agreement or, to the extent applicable,
if full payment of the exercise price is not included;
and
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(c)
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The
shares of Stock I am buying by completing and returning this Exercise
Notice will be issued to me as soon as administratively
practicable. I will not have any rights as a shareholder of the
Company until the shares of Stock are
issued.
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(Optionee’s
printed name)
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(Optionee’s
signature)
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| Date signed: | |
A signed
copy of this Exercise Notice must be sent to the following address no later than
the Expiration Date or such other date as may be specified in the Award
Agreement to:
Xxxxx
Xxxxxxx
Vice
President, Human Resources Manager
000
Xxxxxxx Xxxxxx
Defiance,
Ohio 43512
*****
A signed
copy of the Exercise Notice was received
on: _______________________.
The
Optionee:
¨ Has
effectively exercised the portion of the Option described in the Exercise
Notice; or
¨ Has
not effectively exercised the portion of the Option described in the Exercise
Notice because
(describe deficiency)
_________________________________________________________________
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By:
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Date:
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Note: Keep a copy of this
Exercise Notice as part of the Plan’s permanent records.
7.
EXHIBIT
B
2008
STOCK INCENTIVE PLAN
BENEFICIARY
DESIGNATION FORM
Primary Beneficiary
Designation. I designate the following person(s) as my primary
beneficiary or beneficiaries, in the proportion specified, to receive or to
exercise any vested Awards under the Rurban Financial Corp. 2008 Stock Incentive
Plan (the “Plan”) that are unpaid or unexercised at my death:
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% to
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(Name)
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(Relationship)
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Address:
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% to
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(Name)
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(Relationship)
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Address:
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% to
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(Name)
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(Relationship)
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Address:
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Note: You are not required to
name more than one primary beneficiary but, if you do, the sum of these
percentages may not be greater than 100 percent.
Contingent Beneficiary
Designation. If one or more of my primary beneficiaries dies
before I die, I direct that any vested Awards under the Plan that are unpaid or
unexercised at my death and that might otherwise have been paid to that
beneficiary be:
¨ Allocated
to my other named primary beneficiaries in proportion to the allocation given
above (ignoring the interest allocated to the deceased primary beneficiary);
or
¨ Allocated,
in the proportion specified, among the following contingent
beneficiaries:
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% to
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(Name)
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(Relationship)
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Address:
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% to
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(Name)
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(Relationship)
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Address:
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% to
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(Name)
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(Relationship)
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Address:
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Note: You are not required to
name more than one contingent beneficiary but, if you do, the sum of these
percentages may not be greater than 100 percent.
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(Signature)
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(Date)
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(Print
Name)
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Please
return an executed copy of this form to the following: Xxxxx Xxxxxxx, Vice
President, Human Resources Manager, Rurban Financial Corp., 000 Xxxxxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000.
8.