Exhibit 10.3
FIRST DEFIANCE FINANCIAL CORP.
COMPENSATORY STOCK OPTION AGREEMENT
1996 STOCK OPTION PLAN
A COMPENSATORY STOCK OPTION ("Option") for a total of (number granted)
shares of Common Stock, par value $.01 per share, of First Defiance Financial
Corp. (the "Corporation") is hereby granted to (option holder) (the "Optionee")
pursuant to the First Defiance Financial Corp. 1996 Stock Option Plan ("Option
Plan"). The Option granted hereby is subject in all respects to the terms and
provisions of the Option Plan and this Agreement. The Option Plan is hereby
incorporated herein by reference. The Option granted hereunder is not an
"incentive stock option" as that term is defined in Section 422 of the Internal
Revenue Code of 1986, as amended.
1. Exercise Price. The exercise price shall be $ (exercise price) for each
share of Common Stock eligible to be exercised hereunder, which price is equal
to the fair market value of the Common Stock on the date of grant of this
Option, as determined in accordance with Section 8.03 of the Option Plan.
2. Exercise of Option. (a) This Option shall become vested at the rate of
20% per year on each of the first five anniversaries of the date of grant. Any
vested portion of this Option shall be exercisable, in whole or in part, at any
time on or after it vests until ten (10) years after the date of grant, except
as set forth in Section 4 hereof and in the Option Plan.
(b) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(i) state the election to exercise the Option, the number of
shares with respect to which it is being exercised, the person
in whose name the stock certificate or certificates for such
shares of Common Stock is to be registered, his or her address
and Social Security number (or if more than one, the names,
addresses and Social Security numbers of each of such
persons);
(ii) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person
or persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Corporation, of the right of
such person or persons to exercise the Option; and
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(iii) be in writing and delivered in person or by certified
mail to the Corporation at its main office.
Payment of the purchase price of any shares with respect to which the Option is
being exercised shall be by cash or by certified or cashier's check payable to
the Corporation, in shares of common Stock (including shares acquired pursuant
to the exercise of this Option) with a fair market value equivalent to the
purchase price of the shares to be acquired pursuant to this Option, or by any
combination of the foregoing.
(c) Restriction on Exercise. This Option may not be exercised if the
issuance of the shares upon such exercise would constitute a violation of any
applicable federal or state securities law or other law or regulation. As a
condition to the exercise of this Option, the Corporation may require the person
exercising this Option to make any representation or warranty to the Corporation
as may be required by any applicable law or regulation.
3. Non-transferability of Option. This Option may not be transferred in
any manner otherwise than by will or the laws of descent and distribution, and
may be exercised during the lifetime of the Optionee only by the Optionee or the
Optionee's guardian or legal representative. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors, guardians,
assigns or legal representatives of the Optionee.
4. Term of Option. This Option may not be exercised after the earlier of
(i) ten years from the date of grant of this Option, (ii) three (3) months after
the date on which the Optionee ceases to be employed (or in the service of the
Board of Directors in the case of a non-employer director) by the Corporation
and all Subsidiary Companies, unless the committee in its discretion decides at
the time of grant or thereafter to extend such period of exercise upon
termination of employment or service to a period not exceeding one (1) year,
except in the case of termination due to death or disability in which case the
term shall not terminate for one (1) year following the termination of
employment resulting from such death or disability or (iii) removal from office
for cause pursuant to the Corporation's Bylaws.
5. Withholding. The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose.
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6. Option Subject to Compliance with Law and Regulations. The Option
granted hereby is subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required.
ON BEHALF OF THE PROGRAM
ADMINISTRATORS OF THE
FIRST DEFIANCE FINANCIAL CORP.
1996 STOCK OPTION PLAN
By: ________________________________
Date of Grant:
Attest: ________________________________
Agreed to and accepted this __________ day of __________ , 200_:
_______________________________________________________________
Optionee
