Exhibit 10.1
OAK HILL FINANCIAL, INC.
STOCK OPTION AGREEMENT
UNDER THE
2004 STOCK INCENTIVE PLAN
OAK HILL FINANCIAL, INC. (the "Company") hereby grants, effective this
____ day of __________________, 200__ (the "Effective Date") to
_____________________ (the "Optionee") an option to purchase __________ shares
of its common stock, without par value (the "Option Shares"), at a price of
_______________________ Dollars ($ __________) per share pursuant to the
Company's 2004 Stock Incentive Plan (the "Plan"), subject to the following terms
and conditions:
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the Plan,
and is in all respects subject to the terms, provisions and definitions of the
Plan and any amendments thereto. The Optionee acknowledges receipt of a copy of
the Plan and represents that he or she is familiar with the terms and conditions
thereof. The Optionee accepts this option subject to all the terms and
provisions of the Plan (including without limitation provisions relating to
nontransferability, exercise of the option, sale of the Option Shares,
termination of the option, adjustment of the number of shares subject to the
option, and the exercise price of the option). The Optionee further agrees that
all decisions and interpretations made by the Stock Option Committee (the
"Committee"), as established under the Plan, and as from time to time
constituted, are final, binding, and conclusive upon the Optionee and his or her
heirs. This option is not an Incentive Stock Option under the Plan.
2. TIME OF EXERCISE. This option may be exercised, from time to time, in
full or in part, by the Optionee on the date one year after the Effective Date
and remains exercisable (subject to the provisions herein and the Plan) until it
has been exercised as to all of the Option Shares or the tenth (10th)
anniversary of the Effective Date, whichever occurs first. Notwithstanding the
foregoing, this option may not be exercised unless (i) the Option Shares are
registered under the Securities Act of 1933, as amended, and are registered or
qualified under applicable state securities or "blue sky" laws, or (ii) the
Company has received an opinion of counsel to the Company to the effect that the
option may be exercised and Option Shares may be issued by the Company pursuant
thereto without such registration or qualification. If this option is not
otherwise exercisable by reason of the foregoing sentence, the Company will take
reasonable steps to comply with applicable state and federal securities laws in
connection with such issuance.
3. METHODS OF EXERCISE. This option is exercisable by delivery to the
Company of written notice of exercise which specifies the number of Option
Shares to be purchased and the election of the method of payment therefor, which
will be one of the methods of payment specified under Section 5.06 of the Plan.
If payment is otherwise than payment in full in cash, the method of payment is
subject to the consent of the Committee. Upon receipt of payment for the Option
Shares to be purchased pursuant to the option or, if applicable, the shares to
be delivered pursuant to the election of an alternative payment method, the
Company will deliver or cause to be delivered to the Optionee, to any other
person exercising this option, or to a broker or dealer if the method of payment
specified in Section 5.06(f) of the Plan is elected, a certificate or
certificates for the number of Option Shares with respect to which this option
is being exercised, registered in the name of the Optionee or other person
exercising the option, or if appropriate, in the name of such broker or dealer;
provided, however, that if any law or regulation or order of the Securities and
Exchange Commission or other body having jurisdiction over the exercise of this
option will require the Company or Optionee (or other person exercising this
option) to take any action in connection with the shares then being purchased,
the delivery of the certificate or certificates for such shares may be delayed
for the period necessary to take and complete such action.
4. ACQUISITION FOR INVESTMENT. This option is granted on the condition
that the acquisition of the Option Shares hereunder will be for the account of
the Optionee (or other person exercising this option) for investment purposes
and not with a view to resale or distribution, except that such condition will
be inoperative if the Option Shares are registered under the Securities Act of
1933, as amended, or if in the opinion of counsel for the Company such shares
may be resold without registration. At the time of any exercise of the option,
the Optionee (or other person exercising this option) will execute such further
agreements as the Company may require to implement the foregoing condition and
to acknowledge the Optionee's (or such other person's) familiarity with
restrictions on the resale of the Option Shares under applicable securities laws
and this Agreement.
5. DISPOSITION OF SHARES. The Optionee or any other person who may
exercise this option will notify the Company within seven (7) days of any sale
or other transfer of any Option Shares. If any class of equity securities of the
Company is registered pursuant to section 12 of the Securities Exchange Act of
1934, as amended, and the Optionee or any other person who may exercise this
option is subject to section 16 of that Act by virtue of such Optionee's or
person's relationship to the Company, the Optionee or other person exercising
this option agrees not to sell or otherwise dispose of any Option Shares unless
at least six (6) months have elapsed from the Effective Date.
--------------------------------------------------------------------------------
38
6. WITHHOLDING. As a condition to the issuance of any of the Option
Shares, Optionee or any person who may exercise this option authorizes the
Company to withhold in accordance with applicable law from any salary, wages or
other compensation for services payable by the Company to or with respect to
Optionee any and all taxes required to be withheld by the Company under federal,
state or local law as a result of such Optionee's or such person's receipt or
disposition of Shares purchased under this option. If, for any reason, the
Company is unable to withhold all or any portion of the amount required to be
withheld, Optionee (or any person who may exercise this option) agrees to pay to
the Company upon exercise of this option an amount equal to the withholding
required to be made less the amount actually withheld by the Company.
7. GENERAL. This Agreement will be construed as a contract under the laws
of the State of Ohio without reference to Ohio's choice of law rules. It may be
executed in several counterparts, all of which will constitute one Agreement. It
will bind and, subject to the terms of the Plan, benefit the parties and their
respective successors, assigns, and legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have executed this
Agreement as of the date first above written.
OPTIONEE OAK HILL FINANCIAL, INC.
By:
-------------------------------- -------------------------------------
--------------------------------------------------------------------------------
39
