EXHIBIT 2
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE HOME LOAN FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
(Non-Qualified Stock Options)
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THIS AGREEMENT is made to be effective as of October 13, 1998, by and
between Home Loan Financial Corporation (the "COMPANY") and Xxxxxx X. Xxxxx
(the "OPTIONEE").
WITNESSETH:
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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 Eleven Thousand Two Hundred Forty One (11,241) 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 $11.69 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:
NUMBER OF SHARES
DATE FIRST EXERCISABLE
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October 13, 1999 2,248
October 13, 2000 2,248
October 13, 2001 2,248
October 13, 2002 2,248
October 13, 2003 2,249
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 October 13, 1998.
HOME LOAN FINANCIAL CORPORATION
By:
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Xxxxxx X. Xxxxxxxx,
its President
OPTIONEE
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Xxxxxx X. Xxxxx
