EXHIBIT 10.3
HOME LOAN FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN AND TRUST
AWARD AGREEMENT
THIS AGREEMENT is made to be effective as of __________, ____, by and between
Home Loan Financial Corporation (the "COMPANY") and _________ (the "RECIPIENT").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan Financial
Corporation Recognition and Retention Plan and Trust Agreement (the "RRP") on
October 13, 1998;
WHEREAS, the shareholders of the COMPANY approved the RRP on October 13, 1998;
WHEREAS, pursuant to the provisions of the RRP, the Board of Directors of the
COMPANY has appointed a Recognition and Retention Plan Committee (the "RRP
COMMITTEE") to administer the RRP and to determine persons to whom awards will
be made and the number of common shares of the COMPANY to be awarded pursuant to
the RRP;
WHEREAS, the Trust established by the RRP holds a pool of common shares of the
Company, no par value per share (the "RRP PLAN SHARES"); and
WHEREAS, the RRP COMMITTEE has determined that an award of RRP PLAN SHARES
should be granted to the RECIPIENT 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 Award. The COMPANY hereby grants to the RECIPIENT an award of
____________________ RRP PLAN SHARES (the "AWARDED SHARES"). The RECIPIENT shall
earn and be entitled, subject to the forfeiture and other provisions of the RRP,
to the AWARDED SHARES as follows:
a. __________ of the AWARDED SHARES shall be earned and nonforfeitable by
the RECIPIENT on __________, ____;
b. ______________ of the AWARDED SHARES shall be earned and nonforfeitable
by the RECIPIENT on __________, ____;
c. ______________ of the AWARDED SHARES shall be earned and nonforfeitable
by the RECIPIENT on __________, ____;
d. ______________ of the AWARDED SHARES shall be earned and nonforfeitable
by the RECIPIENT on __________, ____; and
e. ______________ of the AWARDED SHARES shall be earned and nonforfeitable
by the RECIPIENT on __________, ____.
2. Distribution of Shares. Pursuant to and as provided in Section 7.02 of the
RRP, and subject to the other provisions of the RRP, the AWARDED SHARES shall be
distributed to the RECIPIENT as soon as practicable after they have been earned;
provided, however, that the AWARDED SHARES shall not be distributed unless the
AWARDED SHARES are first registered pursuant to any applicable federal and state
laws or regulations or, in the opinion of counsel to the COMPANY, are exempt
from such registration.
3. Transfer of the AWARDED SHARES. Any sale, transfer or other distribution by
the RECIPIENT of the AWARDED SHARES is subject to all applicable federal and
state laws and regulations.
4. Incorporation of the RRP. By entering into this AGREEMENT, the RECIPIENT
agrees to be bound by all of the terms and conditions of the RRP, which are
incorporated by reference into this AGREEMENT. To the extent that any provision
of this AGREEMENT is in contradiction with any provision of the RRP, the
applicable provision of the RRP shall control over the applicable provision of
this AGREEMENT.
5. Governing Law. The rights and obligations of the RECIPIENT 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 RRP 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.
6. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of
the RECIPIENT 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.
7. 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.
8. Severability. If any provision of this AGREEMENT or the application of any
provision thereof 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.
9. Entire Agreement. This AGREEMENT and the RRP constitute the entire agreement
between the COMPANY and the RECIPIENT 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 RECIPIENT and
the COMPANY in making this AGREEMENT are specifically set forth herein, and the
RECIPIENT and the COMPANY each acknowledge that they have relied on no other
representations 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.
10. 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 and the RECIPIENT.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
to be effective as of __________, ____.
HOME LOAN FINANCIAL CORPORATION
By: __________________________________
Xxxxxx X. Xxxxxxxx
its President
RECIPIENT
_______________________________________
Print Name ____________________________
