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Exhibit 10(w)
FORM OF
STOCK OPTION AGREEMENT
(Non-Qualified Stock Options)
THIS AGREEMENT (this "Agreement") is made to be effective as of
_________ __ 199_, by and between Rurban Financial Corp., an Ohio corporation
(the "COMPANY"), and (the "OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors and the shareholders of the COMPANY
have adopted the Rurban Financial Corp. Stock Option Plan (the "PLAN"); and
WHEREAS, pursuant to the provisions of the PLAN, the Compensation
Committee (the "COMMITTEE") administers the PLAN and the COMMITTEE has
determined that an option to acquire common shares, no par value (the "COMMON
SHARES"), of the COMPANY should be granted to the OPTIONEE upon the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto
make the following agreement, intending to be legally bound thereby:
(l) Grant of OPTION. The COMPANY hereby grants to the OPTIONEE an
option (the "OPTION") to purchase COMMON SHARES of the COMPANY. 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 the closing price of the Common Shares on ______,
_____, subject to adjustment as provided in Section 3.
(B) Exercise of the OPTION. The OPTION may not be exercised
until the OPTIONEE shall have completed twelve months of continuous employment
with the COMPANY and/or its subsidiaries immediately following the date hereof.
Thereafter, the OPTION may be exercised as follows:
(i) at any time after such twelve-month period as to
twenty percent (20%) of the COMMON SHARES subject to the OPTION;
(ii) at any time after twenty-four months from the
date of this Agreement as to an additional twenty percent (20%) of the COMMON
SHARES subject to the OPTION;
(iii) at any time after thirty-six months from the
date of this Agreement as to an additional twenty percent (20%) of the COMMON
SHARES subject to the OPTION;
(iv) at any time after forty-eight months from the
date of this Agreement as to an additional twenty percent (20%) of the COMMON
SHARES subject to the OPTION; and
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(v) at any time after sixty months from the date of
this Agreement as to the remaining twenty percent (20%) of the COMMON SHARES
subject to the OPTION.
Subject to the other provisions of this Agreement, if the
OPTION becomes exercisable as to certain COMMON SHARES, it shall remain
exercisable as to those COMMON SHARES until the date of expiration of the OPTION
term. The COMMITTEE may, but shall not be required to (unless otherwise provided
in this Agreement), accelerate the schedule of the time or times when the OPTION
may be exercised.
The grant of the OPTION shall not confer upon the OPTIONEE any
right to continue in the employment of the COMPANY nor limit in any way the
right of the COMPANY to terminate the employment of the OPTIONEE at any time in
accordance with law or the COMPANY's governing corporate documents.
(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 giving
written notice of exercise to the COMMITTEE in care of the Secretary of the
COMPANY stating the number of COMMON SHARES subject to the OPTION in respect of
which it is being exercised. Payment for all such COMMON SHARES shall be made to
the COMPANY at the time the OPTION is exercised in United States dollars in cash
(including check, bank draft or money order). If permitted by the COMMITTEE,
payment for such COMMON SHARES may be made (i) by delivery of COMMON SHARES of
the COMPANY already owned by the OPTIONEE and having a Fair Market Value (as
that term is defined in the PLAN) on the date of delivery equal to the OPTION
PRICE, or (ii) by delivery of a combination of cash and already owned COMMON
SHARES. After payment in full for the COMMON SHARES purchased under the OPTION
has been made, the COMPANY shall take all such action as is necessary to deliver
appropriate share certificates evidencing the COMMON SHARES purchased upon the
exercise of the OPTION as promptly thereafter as is reasonably practicable.
(E) Satisfaction of Taxes and Tax Withholding Requirements.
The COMMITTEE shall determine the appropriate arrangements for the satisfaction
by the COMPANY and the OPTIONEE of all federal, state, local or other income,
excise or employment taxes or tax withholding requirements applicable to the
exercise of the OPTION or the later disposition of the COMMON SHARES or other
property thereby acquired.
(3) Adjustments and Changes in the COMMON SHARES.
(A) In the event that the outstanding COMMON SHARES of the
COMPANY shall be changed into or exchanged for a different kind of shares or
other securities of the COMPANY or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares or otherwise) or if the number of such COMMON SHARES shall be
increased through the payment of a stock dividend, then unless such change
results in the termination of all outstanding options granted pursuant to the
PLAN, there shall be substituted for or added to each COMMON SHARE of the
COMPANY subject to the OPTION, the number and kind of shares or other securities
into which each outstanding COMMON SHARE of the COMPANY shall be changed, or for
which each such COMMON SHARE shall be exchanged, or to which the holder of each
such COMMON SHARE shall be entitled, as the case may be. The OPTION shall also
be appropriately amended as to the OPTION PRICE and other terms as may be
necessary to reflect the foregoing events. In the event there shall be any other
change in the number or kind of the outstanding shares of the COMPANY, or of any
shares or other securities into which such shares shall have been changed,
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or for which they shall have been exchanged, then if the COMMITTEE shall, in its
sole discretion, determine that such change equitably requires an adjustment in
the OPTION, such adjustment shall be made by the COMMITTEE in accordance with
such determination. Fractional shares resulting from any adjustment in the
OPTION pursuant to this Section 3(A) shall be rounded down to the nearest whole
number of shares.
(B) Notice of any adjustment pursuant to this Section 3 shall
be given by the COMPANY to the OPTIONEE.
(4) Acceleration of OPTIONS.
(A) Notwithstanding anything in this Agreement to the
contrary, upon the earlier of (i) the OPTIONEE's 70th birth date, (ii) the
occurrence of an Applicable Event (as defined in the PLAN), (iii) the death of
the OPTIONEE or (iv) total disability, all OPTIONS granted to the OPTIONEE shall
be fully exercisable in accordance with terms of the PLAN. For purposes of this
paragraph, an OPTIONEE is totally disabled if he is receiving disability
benefits under the Social Security Act as the result of a total and permanent
disability, or is determined to be totally disabled under any long-term
disability plan sponsored by the COMPANY.
(B) The grant of this OPTION shall not affect in any way the
right of the COMPANY to adjust, reclassify, reorganize, or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
(5) Non-Assignability of OPTION. The OPTION shall not be assignable or
otherwise transferable by the OPTIONEE except (i) by will or by the laws of
descent and distribution or (ii) to an immediate family member, partnership
consisting solely of immediate family members or trusts for the benefit of
immediate family members. The OPTION may not be exercised during the lifetime of
the OPTIONEE except by him, his guardian or legal representative.
(6) Effect of Termination of Employment or Death.
(A) If an OPTIONEE's status as a director or as an employee of
the Company terminates for any reason, other than his retirement, death or
disability, before the date of expiration of any OPTIONS held by such OPTIONEE,
such OPTIONS shall become null and void on the date of such termination. An
OPTIONEE who terminates employment with the COMPANY, but retains his status as a
Director is not considered terminated for purposes of this Section 6. The date
of such termination shall be the date the OPTIONEE ceases to be both a director
and an employee of the Company.
(B) If an OPTIONEE dies before the expiration of any OPTIONS
held by the OPTIONEE, such OPTIONS shall terminate on the earlier of (i) the
date of expiration of the OPTIONS or (ii) one year following the date of the
OPTIONEE's death. The executor or administrator or personal representative of
the estate of a deceased OPTIONEE, or the person or persons to whom an OPTION
granted hereunder shall have been validly transferred by the executor or the
administrator or the personal representative of the OPTIONEE's estate, shall
have the right to exercise the OPTIONEE's OPTIONS. To the extent that such
OPTIONS would otherwise by exercisable under the terms of the Plan and the
OPTIONEE's Stock Option Agreement, such exercise may occur at any time prior to
the termination date specified in this paragraph.
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(C) If an OPTIONEE becomes totally disabled before the
expiration of the OPTIONS held by the Optionee, such OPTIONS shall terminate on
the earlier of (i) the date of expiration of the OPTIONS Or (ii) one year
following the date of the OPTIONEE's termination of service due to disability.
(7) Restrictions on Transfers of COMMON SHARES.
(A) Anything contained in this Agreement or elsewhere to the
contrary notwithstanding, the COMPANY may postpone the issuance and delivery of
COMMON SHARES upon any exercise of the OPTION until completion of any stock
exchange listing or registration or other qualification of such COMMON SHARES
under any state or federal law, rule or regulation as the COMPANY may consider
appropriate; and may require the OPTIONEE when exercising the OPTION to make
such representations and furnish such information as the COMPANY may consider
appropriate in connection with the issuance of the COMMON SHARES in compliance
with applicable law.
(B) COMMON SHARES issued and delivered upon exercise of the
OPTION shall be subject to such restrictions on trading, including appropriate
legending of certificates to that effect, as the COMPANY, in its discretion,
shall determine are necessary to satisfy applicable legal requirements and
obligations.
(8) Rights of OPTIONEE. The OPTIONEE shall have no rights as a
shareholder of the COMPANY with respect to any COMMON SHARES of the COMPANY
covered by the OPTION until the date of issuance of a certificate to him
evidencing such COMMON SHARES.
(9) PLAN as Controlling. All terms and conditions of the PLAN
applicable to the OPTION which are not set forth in this Agreement shall be
deemed incorporated herein by reference. Capitalized terms used in this
Agreement which are not defined herein shall have the meanings provided for such
terms in the PLAN. In the event that any term or condition of this Agreement is
inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed
controlling.
(10) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio.
(11) 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.
(12) 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.
(13) 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, and 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.
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(14) Number and Gender. When used in this Agreement, the number and
gender of each pronoun shall be construed to be such number and gender as the
context, circumstances or its antecedent may required.
(15) Entire Agreement. This Agreement and the PLAN constitute 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. No officer, employee or other servant or agent
of the COMPANY, and no servant or agent of the OPTIONEE is authorized to make
any representation, warranty or other promise not contained in 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.
(16) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns (including successive, as well
as immediate, successors and assigns) of the COMPANY.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written.
COMPANY:
RURBAN FINANCIAL CORP.
By:
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Its:
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