OPTION AGREEMENT (Employee)

Exhibit 10.24

(Employee)

THIS OPTION AGREEMENT (Employee), effective as of the Grant Date (as defined in paragraph 1), by and between the individual designated on the signature page (the “Participant”) and Sky Financial Group, Inc. (the “Company”);

WITNESSETH THAT:

WHEREAS, the Company maintains the 2002 Stock Option and Stock Appreciation Rights Plan (the “Plan”), which is incorporated into and forms a part of this Agreement, and the Participant has been recommended by the committee administering the Plan (the “Committee”) and approved by the Board of Directors to receive a Non-Qualified Stock Option award under the Plan;

NOW, THEREFORE, IT IS AGREED by and between the Company and the Participant, as follows:

1. Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

The “Grant Date” is .

The number of “Covered Shares” is shares of Stock.

The “Exercise Price” is $ per share.

Other terms used in this Agreement are defined in paragraph 9 or elsewhere in this Agreement.

2. Award and Exercise Price. The Participant is hereby granted an option (the “Option”) to purchase the number of Covered Shares of common stock of the Company, no par value per share (the “Stock”) at the Exercise Price per share as set forth in paragraph 1. The number of Covered Shares and the Exercise Price shall be adjusted in the event of a stock dividend, stock split or similar distribution. The Option is not intended to constitute an “incentive stock option” as that term is used in Code Section 422.

3. Vesting Period. Subject to the limitations of this Agreement, the Option shall be exercisable until the ten-year anniversary of the Grant Date according to the following vesting schedule:


Time		Amount Exercisable

After Second Anniversary of Grant Date		40%
After Third Anniversary of Grant Date		60%
After Fourth Anniversary of Grant Date		80%
After Fifth Anniversary of Grant Date		100%

provided, however, that in the event of a Participant’s Retirement, death, Disability or a Change in Control (each as defined in paragraph 9), any Option then outstanding shall become fully vested and immediately exercisable.

4. Expiration. Subject to the terms of Section 3.5 of the Plan, the Option shall not be exercisable on or after the Expiration Date. The “Expiration Date” shall be earliest to occur of:

the ten-year anniversary of the Grant Date;

if the Participant’s Date of Termination occurs by reason of Retirement, the thirty-six month anniversary of such Date of Termination;

if the Participant’s Date of Termination occurs by reason of death or Disability, the twelve month anniversary of such Date of Termination;

if the Participant’s Date of Termination occurs for reasons other than Retirement, death, Disability, or Just Cause Termination, ninety days after such Date of Termination, only as to that portion of the Covered Shares that were exercisable immediately prior to the Date of Termination; or

if the Participant’s Date of Termination occurs for reasons of a Just Cause Termination, on the Date of Termination.

5. Method of Option Exercise. Subject to the Agreement and the Plan, the Option may be exercised in whole or in part by filing a written notice with the Company at its corporate headquarters prior to the Expiration Date. Such notice shall specify the number of shares of Stock which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock in any manner specified in Section 3.4(d) of the Plan. The Option may not be exercised with respect to fractional Covered Shares.

6. Withholding. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules as may be established by the Committee from time to time, such withholding obligations may be satisfied through payment by cash or check, or by the surrender of shares of Stock which the Participant already owns or to which the Participant is otherwise entitled under the Plan.

7. Transferability. Except as otherwise provided by the Committee, the Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant.

8. Non-Solicitation. In consideration of the grant of the Option, the Participant agrees that during the term of his employment by the Company or its Subsidiary and until one year after Participant’s Date of Termination, he will not engage, directly or indirectly, whether on his own, as employee, or as an agent, consultant, or advisor of any business (including, without limitation, any financial institution, or any other firm, corporation, partnership, or other entity) in any or all of the following activities:

Canvassing, soliciting or causing the acceptance of any business from, or offering to render services to, any of the Company’s customers, or causing anyone else to do so, other than in the performance of his duties as an employee of the Company or for any entity that is not competing in any way with the Company; or

Requesting or advising any of the Company’s customers to withdraw or cancel any of their business with the Company, or causing anyone else to do so; or

Soliciting or attempting to persuade any employee of the Company to terminate his services with the Company, or causing anyone else to do so.

Notwithstanding the foregoing, this paragraph shall be of no further force or effect upon a Change in Control of the Company.

9. Definitions. For purposes of this Agreement, terms listed below shall be defined as follows:

Change in Control. “Change in Control” shall have the meaning set forth in Section 13 of the Plan.

Date of Termination. The Participant’s “Date of Termination” shall be the first day occurring on or after the Grant Date on which the Participant is not employed by the Company or any Subsidiary, regardless of the reason for the termination of employment; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the Participant between the Company and a Subsidiary or between two Subsidiaries; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant’s employer. If, as a result of a sale or other transaction, the Participant’s employer ceases to be a Subsidiary (and the Participant’s employer is or becomes an entity that is separate from the Company), the occurrence of such

transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by the employer.

Disability. “Disability” will have the meaning set forth in any employment, consulting or other written agreement between the Company or a Subsidiary and the Participant. If there is no employment, consulting or other written agreement between the Company or a Subsidiary and the Participant, or if such agreement does not define Disability, “Disability” will mean the date on which the Participant becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code, which shall be determined by the Committee on the basis of such medical or other evidence as it may reasonably require or deem appropriate.

Just Cause Termination. “Just Cause Termination” is a termination of the Participant’s employment with the Company or a Subsidiary for cause.

Retirement. “Retirement” of the Participant shall mean the occurrence of the Participant’s Date of Termination after age 55 with the approval of the Board.

Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Agreement.

Subsidiary. The term “Subsidiary” means any company during any period in which it is a direct or indirect subsidiary of the Company.

10. Heirs and Successors. This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets or business. In the event of the Participant’s death prior to exercise of this Option, the Option may be exercised by the estate of the Participant to the extent such exercise is otherwise permitted by the Agreement and the Plan.

11. Administration. The authority to manage and control the operation and administration of this Agreement shall be vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan, subject to the limitations set forth in Section 2.2 of the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.

12. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the terms of the Plan, a copy of which is attached hereto as Schedule 1, and this Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

13. Not an Employment Contract. The Option will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.

14. Notices. Any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.

15. No Rights As Shareholder. The Participant shall not have any rights of a shareholder with respect to the shares subject to the Option, until a stock certificate has been duly issued following exercise of the Option as provided herein.

16. Amendment. This Agreement may be amended by written Agreement of the Participant and the Company, without the consent of any other person.

IN WITNESS WHEREOF, the Participant has executed this Agreement, and the Company has caused this Agreement to be executed in its name and on its behalf, all effective as of the Grant Date.

SKY FINANCIAL GROUP, INC.


By:
		X. Xxxxxxx Xxxxxx, Jr.
		Executive Vice President

Date:

PARTICIPANT



Name		Date

Home Address:		Affiliate:

		Internal Zip:

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OPTION AGREEMENT (Employee)

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