EXHIBIT 10.1
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE HOME LOAN FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
(Non-Qualified Stock Options)
THIS AGREEMENT is made to be effective as of ______________, _____, by and
between Home Loan Financial Corporation (the "COMPANY") and _________________
(the "OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan Financial
Corporation 1998 Stock Option and Incentive Plan (the "PLAN") on October 13,
1998;
WHEREAS, the shareholders of the COMPANY approved the PLAN on October 13, 1998;
WHEREAS, pursuant to the provisions of the PLAN, the Board of Directors of the
COMPANY has appointed a Stock Option Committee (the "COMMITTEE") to administer
the PLAN; and
WHEREAS, the COMMITTEE has determined that an option to acquire common shares of
the COMPANY, no par value per share (the "COMMON SHARES"), should be granted to
the OPTIONEE upon the terms and conditions set forth in this AGREEMENT;
NOW, THEREFORE, in consideration of the above premises and intending to be
legally bound by this AGREEMENT, the parties hereto agree to the following:
1. Grant of Option. The COMPANY hereby grants to the OPTIONEE an option to
purchase ________________________ (_____) COMMON SHARES (the "OPTION"). The
OPTION is not intended to qualify as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (the "CODE").
2. Terms and Conditions of the OPTION.
(A) OPTION Price. The purchase price (the "OPTION PRICE") to be paid by
the OPTIONEE to the COMPANY upon the exercise of the OPTION shall be
$_______ per share, being 100% of the Fair Market Value (as that term is
defined in the PLAN) of a COMMON SHARE on October 13, 1998.
(B) Exercise of the OPTION. Subject to the provisions of the PLAN and the
other provisions of this AGREEMENT, the OPTION is first exercisable in
accordance with the following schedule:
DATE NUMBER OF SHARES FIRST EXERCISABLE
The OPTION shall remain exercisable until the date of expiration of the
OPTION term. The OPTION may be exercised to purchase less than the total
number of COMMON SHARES subject to the OPTION and exercisable at any time
and from time to time. The OPTION may not be exercised unless the COMMON
SHARES issued upon such exercise are first registered pursuant to any
applicable federal and state laws or regulations or, in the opinion of the
counsel to the COMPANY, are exempt from such registration. Nothing
contained in the PLAN or in this AGREEMENT shall be construed to require
the COMPANY to take any
action whatsoever to make exercisable any OPTION or to make transferable
any shares issued upon the exercise of any OPTION.
(C) OPTION Term. The OPTION shall in no event be exercisable after the
expiration of ten (10) years from the date of this AGREEMENT.
(D) Method of Exercise. The OPTION may be exercised by delivering written
notice of exercise to the COMPANY in care of its President or its
Treasurer. The notice must state the number of shares subject to the
OPTION in respect of which it is being exercised and must be accompanied
by payment in full of the OPTION PRICE in cash unless the COMMITTEE in its
sole discretion permits payment of the OPTION PRICE in COMMON SHARES
already owned by the OPTIONEE or by the surrender of outstanding awards of
OPTIONS.
(E) Satisfaction of Taxes and Tax Withholding. The COMPANY or a subsidiary
shall be entitled, if the COMMITTEE deems it necessary or desirable, to
withhold (or secure payment from the OPTIONEE in lieu of withholding) the
amount necessary to satisfy any withholding or employment-related tax
obligation attributable to the exercise of the OPTION or otherwise
incurred with respect to the PLAN or the OPTION, and the COMPANY may defer
delivery of any shares pursuant to the exercise of the OPTION unless
indemnified to its satisfaction. The COMMITTEE may, in its discretion and
subject to such rules as the COMMITTEE may adopt, permit the OPTIONEE to
satisfy, in whole or in part, any withholding or employment-related tax
obligation which may arise in connection with the grant, exercise or
disposition of the OPTION by electing to have the COMPANY withhold COMMON
SHARES to be issued, or by electing to deliver to the COMPANY COMMON
SHARES already owned by the OPTIONEE having a Fair Market Value (as that
term is defined in the PLAN) equal to the amount of such tax obligation.
3. Non-Assignability of the OPTION. The OPTION shall not be assignable or
transferable except by will or by the laws of descent and distribution. The
terms and conditions of the OPTION shall be binding upon each and every
executor, administrator, heir, beneficiary or other successor to the OPTIONEE's
interest.
4. Governing Law. The rights and obligations of the OPTIONEE and the COMPANY
under this AGREEMENT shall be governed by and construed in accordance with the
laws of the State of Ohio (without giving effect to the conflict of laws
principles thereof) in all respects, including, without limitation, matters
relating to the validity, construction, interpretation, administration, effect,
enforcement and remedies provisions of the PLAN and its rules and regulations,
except to the extent preempted by applicable federal law. All disputes and
matters whatsoever arising under, in connection with or incident to this
AGREEMENT shall be litigated, if at all, in and before a court located in the
State of Ohio, U.S.A., to the exclusion of the courts of any other state or
country.
5. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of
the OPTIONEE enumerated in this AGREEMENT shall be cumulative and, except as
expressly provided otherwise in this AGREEMENT, none shall exclude any other
rights or remedies allowed by law or in equity, and each of said rights or
remedies may be exercised and enforced concurrently.
6. Captions. The captions contained in this AGREEMENT are included only for
convenience of reference and do not define, limit, explain or modify this
AGREEMENT or its interpretation, construction or meaning and are in no way to be
construed as a part of this AGREEMENT.
7. Severability. If any provision of this AGREEMENT or the application of any
provision hereof to any person or any circumstance shall be determined to be
invalid or unenforceable, then such determination shall not affect any other
provision of this AGREEMENT or the application of said provision to any other
person or circumstance, all of which other provisions shall remain in full force
and effect. It is the intention of each party to this AGREEMENT that if any
provision of this AGREEMENT is susceptible of two or more constructions, one of
which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.
8. PLAN as Controlling. All terms and conditions of the PLAN applicable to
options granted thereunder which are not set forth in this AGREEMENT shall be
deemed incorporated herein by reference. In the event that
any provision in this AGREEMENT conflicts with any term in the PLAN, the term in
the PLAN shall be deemed controlling.
9. Entire Agreement. This AGREEMENT constitutes the entire agreement between the
COMPANY and the OPTIONEE in respect of the subject matter of this AGREEMENT, and
this AGREEMENT supersedes all prior and contemporaneous agreements between the
parties hereto in connection with the subject matter of this AGREEMENT. All
representations of any type relied upon by the OPTIONEE and the COMPANY in
making this AGREEMENT are specifically set forth herein, and the OPTIONEE and
the COMPANY acknowledge that each of them has relied on no other representation
in entering into this AGREEMENT. No change, termination or attempted waiver of
any of the provisions of this AGREEMENT shall be binding upon any party hereto
unless contained in a writing signed by the party to be charged.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed to be effective as of _______, ________.
HOME LOAN FINANCIAL CORPORATION
By:
___________________________________
Xxxxxx X. Xxxxxxxx,
its President
OPTIONEE
_______________________________________
_______________________________________
