EXHIBIT 10 (viii)
FIRST ASHLAND FINANCIAL CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
This option is granted on __________ __, 200_ (the "Grant Date") by Camco
Financial Corporation (the "Corporation") to _____________ (the "Optionee"), in
accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation, which is the
successor by merger to First Ashland Financial Corporation, hereby grants to the
Optionee an Option (the "Option") to purchase, pursuant to the First Ashland
Financial Corporation 1995 Stock Option and Incentive Plan, as the same may be
from time to time amended (the "Plan"), and upon the terms and conditions
therein and hereinafter set forth, an aggregate of _________ shares (the "Option
Shares") of the common stock, par value $1.00 per share of the Corporation
("Common Stock"), at the exercise price of $_____ per share (the "Exercise
Price"). A copy of the Plan, as currently in effect, is incorporated herein by
reference.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on __________ __, 200_ and ending at 5:00 p.m., Eastern
Time, on the date ___ years after the Grant Date, such later time and date being
hereinafter referred to as the "Expiration Date," provided the Optionee has
maintained "Continuous Service" (as defined in the Plan) since the Grant Date.
This option shall vest and become exercisable according to the following
schedule:
- 20% of the initial Option award amount on __________ __, ____
- 20% of the initial Option award amount on __________ __, ____
- 20% of the initial Option award amount on __________ __, ____
- 20% of the initial Option award amount on __________ __, ____
- 20% of the initial Option award amount on __________ __, ____
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement.
2. Method of Exercise of This Option. This Option may be exercised
during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be in
the form prescribed by the committee referred to in Section 3 of the Plan or its
successor (the "Committee") and directed to the address set forth in Section 11
below. The date of exercise is the date on which such notice is received by the
Corporation. Such notice must be accompanied by payment in full of the Exercise
Price for the Option Shares to be purchased upon such exercise. Payment shall be
made either (i) in cash, which may be in the form of a check, bank draft, or
money order payable to the Corporation, or
(ii) by having a Market Value (as defined in the Plan) equal to the Exercise
Price for the number of Option Shares to be purchased, or (iii) a combination of
cash and such shares. Promptly after such payment, subject to Section 3 below,
the Corporation shall issue a certificate or certificates representing the
shares of Common Stock so purchased, registered in the name of the Optionee (or
such other person), or, upon request, in the name of the Optionee (or such other
person) and in the name of another jointly with right of survivorship.
3. Delivery and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares of Common Stock hereunder shall, if
the Committee so requests, be conditioned upon the receipt of a representation
as to the investment intention of the Optionee or any other person to whom such
shares are to be delivered, in such form as the Committee shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended, or any other federal, state or local securities law or
regulation. In requesting any such representation, it may be provided that such
representation requirement shall become inoperative upon a registration of such
shares or other action eliminating the necessity of such representation under
such Securities Act or other securities law or regulation. The Corporation shall
not be required to deliver any shares upon exercise of this Option prior to (i)
the admission of such shares to listing on any stock exchange or system on which
the shares of Common Stock may then be listed, and (ii) the completion of such
registration or other qualification of such shares under any state or federal
law, rule or regulation, as the Committee shall determine to be necessary or
advisable.
4. Non-Transferability of This Option. This Option may not be assigned,
encumbered, or transferred except, in the event of the death of the Optionee, by
will or the laws of descent and distribution to the extent provided in Section 5
below. Except as provided herein, this Option is exercisable during the
Optionee's lifetime only by the Optionee. The provisions of this Option shall be
binding upon, inure to the benefit of and be enforceable by the parties hereto,
the successors and assigns of the Corporation and any person to whom this Option
is transferred by will or by the laws of descent and distribution.
5. Termination of Service or Death of the Optionee. Except as provided
in the second or third paragraphs of this Section 5 and notwithstanding any
other provision of this Option to the contrary, this Option shall not be
exercisable unless the Optionee, at the time he exercises this Option, has
maintained "Continuous Service" (as defined in the Plan) since the Grant Date.
If the Optionee shall cease to maintain Continuous Service for any reason
(excluding death and termination of employment by the Corporation or any
Affiliate for cause), the Optionee may, but only within the period of three
months immediately succeeding such cessation of Continuous Service and in no
event after the Expiration Date, exercise this Option to the extent the Optionee
was entitled to exercise this Option at the date of cessation. Notwithstanding
the foregoing, if the Optionee shall cease to maintain Continuous Service due to
normal or early retirement or disability and has served the Corporation or First
Federal Bank for Savings (the "Bank"), including service with any successor to
the Corporation or the Bank, for at least ten years, the Optionee may exercise
this Option, but only to the extent vested and only during the
2
shortest of the following periods: (A) the two-year period immediately
succeeding such cessation of Continuous Service, or (B) the period remaining
until the expiration date of this Option (the "remaining period"). If the
Optionee shall cease to maintain Continuous Service because of termination of
employment by the Corporation or Affiliate for cause, all rights under this
Option shall expire immediately upon the giving to the Optionee of notice of
such termination.
In the event of the death of the Optionee while in Continuous Service of
the Corporation or during the three-month, two-year or remaining period, as
appropriate, referred to in the immediately preceding paragraph, the person to
whom the Option has been transferred by will or by the laws of descent and
distribution may, but only to the extent the Optionee was entitled to exercise
this Option immediately prior to his death, exercise this Option at any time
within one year following the death of the Optionee, but in no event later than
ten years from the Grant Date. Following the death of the Optionee, the
Committee may, as an alternative means of settlement of this Option, elect to
pay to the person to whom this Option is transferred by will or by the laws of
descent and distribution the amount by which the Market Value (as defined in the
Plan) per share of Common Stock on the date of exercise of this Option shall
exceed the Exercise Price per Option Share, multiplied by the number of Option
Shares with respect to which this Option is properly exercised. Any such
settlement of this Option is considered an exercise of this Option for all
purposes of this Option and of the Plan. If the Optionee shall cease to maintain
Continuous Service due to death or disability, this Option shall become
exercisable in full upon the happening of such event and remain exercisable (i)
in the event of death for the one-year period described above or (ii) in the
event of disability for a three-month period following such person's termination
of service; provided, however, that in no event shall such Option be exercisable
later than ten years from the Grant Date.
6. In the event of any merger, consolidation or combination of the
Corporation (other than a merger, consolidation, or combination in which the
Corporation is the continuing entity and which does not result in the
outstanding shares of Common Stock being converted into or exchanged for
different securities, cash or other property, or any combination thereof)
pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions contained
in the certificate of incorporation, to receive the appraised or fair value of
their holdings), the Optionee shall, provided the Option has been granted at
least six months prior to such event, have the right (subject to the provisions
of the Plan and the limitations contained herein), thereafter and during the
Exercise Period, to receive upon exercise of this Option an amount equal to the
excess of the fair market value on the date of such exercise of the securities,
cash or other property, or combination thereof, receivable upon such merger,
consolidation or combination in respect of a share of Common Stock over the
Exercise Price, multiplied by the number of Option Shares with respect to which
this Option shall have been exercised. Such amount may be payable fully in cash,
fully in one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
3
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Option and the Exercise Price shall be
appropriately adjusted by the Committee, whose determination shall be
conclusive.
8. Stockholder Rights Not Granted by This Option. The Optionee is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
10. Withholding Tax. Upon the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person as is entitled
to exercise this Option to pay to the Corporation the amount of any taxes which
the Corporation or any of its Affiliates is required to withhold with respect to
such Option Shares, or, in lieu thereof, to retain, or sell without notice, a
sufficient number of such shares to cover the amount required to be withheld or
in lieu of any of the foregoing, to withhold a sufficient sum from the
Optionee's compensation payable by the Corporation to satisfy the Corporation's
tax withholding requirements. The Corporation's method of satisfying its
withholding obligations shall be solely in the discretion of the Corporation,
subject to the applicable federal, state and local law.
11. Notices. All notices hereunder to the Corporation shall be delivered
or mailed to it addressed to the Secretary of the Corporation at 000 Xxxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxx 00000. Any notices hereunder to the Optionee shall be
delivered personally or mailed to the Optionee's address noted below. Such
addresses for the service of notices may be changed at any time provided written
notice of the change is furnished in advance to the Corporation or to the
Optionee, as the cause may be.
12. Plan and Plan Interpretations as Controlling. This Option and the
terms and conditions herein set forth are subject in all respects to the terms
and conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
13. Optionee Service. Nothing in this Option shall limit the right of
the Corporation or any of its Affiliates to terminate the Optionee's service as
an officer or employee, or otherwise impose upon the Corporation or any of its
Affiliates any obligation to employ or accept the services of the Optionee.
14. Optionee Acceptance. The Optionee shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 11 above. In signing this Agreement, the Optionee acknowledges that
the Option Shares may not be sold or otherwise transferred by the Optionee for
at least six months from the Grant Date without creating an obligation under
4
Section 16 of the Securities Act of 1934, as amended, to pay to the Corporation
the profit on any such transaction.
IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED
STOCK OPTION AGREEMENT to be executed as of the date first above written.
CAMCO FINANCIAL CORPORATION
By:
--------------------------------
Xxxxx X. Xxxxxxxx, President and
Chief Executive Officer
ACCEPTED:
------------------------------------
5
