INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO THE CAMCO FINANCIAL CORPORATION 2010 EQUITY PLAN
Exhibit 10.1
THIS AGREEMENT is made to be effective as of the Grant Date set forth below by and between
Camco Financial Corporation (the “Company”) and the Participant set forth below, pursuant to the
Camco Financial Corporation 2010 Equity Plan (the “Plan”).
In consideration of the mutual promises and agreements contained herein, the parties hereto
make the following agreement, intending to be legally bound thereby:
1. Grant of Option. The following terms used in this Agreement shall have the
meanings set forth below:
| (A) | The “Participant” is . |
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| (B) | The “Grant Date” is . |
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| (C) | The “Covered Shares” are Shares of the
Company. |
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| (D) | The “Exercise Price Per Share” is $ . |
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| (E) | The “Expiration Date” is , subject
to earlier termination as set forth in Section 2(C) of this Agreement. |
Other terms used in this Agreement are defined elsewhere in this Agreement or have the meaning
ascribed to them under the Plan.
2. Terms and Conditions of the Option.
(A) Option Grant. The Company hereby grants to the Participant an Incentive Stock
Option to purchase the Covered Shares at the Exercise Price and subject to the terms and conditions
set forth in this Agreement and in the Plan.
(B) Exercise of the Option. The Option is exercisable in accordance with the
following schedule:
| Date | Number of | |
| Exercisable | Shares | |
The vesting of the Option may be accelerated in accordance with Article XI of the Plan.
The Option may be exercised by giving written notice of exercise to the Company addressed to
the President or the Chief Financial Officer of the Company stating the number of Covered Shares as
to which the Option is being exercised. Such notice shall be accompanied by payment in full of the
Exercise Price Per Share for the number of Covered Shares as to which the Option is being exercised
(i) in cash or its equivalent, (ii) by delivering to the Company Shares already owned by the
Participant for at least six months and which have an aggregate Fair Market Value equal to the
Exercise Price Per Share for the number of Covered Shares as to which the Option is being
exercised, (iii) by a cashless exercise, or (iv) by another method approved by the Committee.
The Option may be exercised to purchase a number of whole Shares which is less than the
Covered Shares at any time and from time to time.
The Option may not be exercised unless the Covered Shares are first registered pursuant to any
applicable federal or state laws or regulations or, in the opinion of counsel to the Company, are
exempt from such registration. Nothing contained in the Plan or in this Agreement shall be
construed to require the Company to take any action whatsoever to make exercisable any Option or to
make transferable any Shares issued upon the exercise of any Option.
(C) Termination of Option. The Option shall expire on the Expiration Date, unless the
Participant’s employment terminates prior to the Expiration Date, in which event, the Option shall
Expire as follows:
(1) Upon termination of the Participant’s employment for Cause (as defined in the Plan), the
Option shall expire on the date of such termination;
(2) Upon the death of the Participant, the Option shall expire one year from the date of the
Participant’s death;
(3) In the event of Disability (as defined in the Plan), the Option shall expire one year from
the date of termination of employment due to Disability;
(4) Upon Retirement (hereinafter defined), the Option shall expire one year after the
Participant’s Retirement date;
(5) In the event of Voluntary Termination (hereinafter defined), the Option shall expire six
months after the Participant’s termination date; or
(6) In the event of Involuntary Termination (hereinafter defined), the Option shall expire six
months after the Participant’s termination date.
The Committee’s determination whether a Participant’s employment has terminated, the reason
therefor and the effective date thereof, shall be final and conclusive on all persons affected
thereby.
For purposes of this Agreement, the following definitions shall apply. “Retirement” shall
mean shall mean any Voluntary Termination by a Participant at or after age 65 after completing at
least ten years of service (or five years of service for Board members) on or prior to the date of
termination. “Involuntary Termination” shall mean the Participant’s employment with the Company is
terminated for reasons other than Voluntary Termination, Retirement, death, Disability, Change in
Control or Cause. “Voluntary Termination” shall mean a Participant terminates employment
voluntarily.
(D) Withholding. All deliveries and distributions under this Agreement are subject to
withholding of all applicable taxes. In the discretion of the Committee, such withholding
obligations may be satisfied as set forth in the Plan.
3. Non-Assignability of the Option. The Option shall not be assignable or
transferable by the Participant except by will or the laws of descent and distribution, and the
terms and conditions of the Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.
4. Incentive Stock Option Qualification. The Option is intended to be an Incentive
Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The
Participant acknowledges that in order for the Option to qualify as an Incentive Stock Option, the
following additional conditions must be satisfied:
(A) The Participant must remain employed by the Company (or a subsidiary of the Company) at
least until three months before the Option is exercised (or one year in the case of a Participant
who dies or is disabled within the meaning of Section 22(e)(3) of the Code);
(B) The Participant may not dispose of the shares acquired upon the exercise of the Option (i)
within two years of the date of the grant of the Option, and (ii) within one year after the date of
the exercise of the Option; and
(C) The aggregate fair market value (determined as of the date of the grant of the option) of
the shares with respect to which Incentive Stock Options are exercisable by the Participant under
all plans of the Company or a subsidiary for the first time in any calendar year shall not exceed
$100,000, or such other limit as may be required by the Code. If such limit is exceeded, the
options will not be deemed to be an Incentive Stock Option under the Code to the extent the
aggregate fair market value exceeds $100,000, beginning with the option most recently granted to
the Participant.
5. Governing Law. The rights and obligations of the Participant and the Company under
this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio
in all respects, including, without limitation, matters relating to the validity, construction,
interpretation, administration, effect, enforcement, and remedies provisions of the
Plan and its rules and regulations, except to the extent preempted by applicable federal law. The
Participant and the Company agree to submit to the jurisdiction of the state and federal courts of
the State of Ohio with respect to matters relating to the Plan and this Agreement and agree not to
raise or assert the defense that such forum is not convenient.
6. Rights and Remedies Cumulative. All rights and remedies of the Company and of the
Participant 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 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 such 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. Plan as Controlling. All terms and conditions of the Plan applicable to options
granted thereunder which are not set forth in this Agreement shall be deemed incorporated herein by
reference. In the event that any provision in this Agreement conflicts with any term in the Plan,
the term in the Plan shall be deemed controlling. Capitalized terms not defined in this Agreement
shall have the meaning ascribed to them in the Plan.
10. No Right to Continued Employment. This Plan does not constitute a contract of
employment. Nothing in the Plan or in this Agreement confers upon the Participant the right to
continue in the employ of the Company or interferes with or restricts in any way the right of the
Company to discharge the Participant at any time (subject to any contract rights of such
Participant).
11. Stockholders’ Rights. The Participant shall have none of the rights or privileges
of a stockholder of the Company, including but not limited to the right to receive dividends on the
Covered Shares, except with respect to Shares as to which a stock certificate has been duly issued
to the Participant.
12. Entire Agreement. This Agreement constitutes the entire agreement between the
Company and the Participant with respect to 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 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of .
| COMPANY: | ||||||
| Camco Financial Corporation | ||||||
| By: | ||||||
| PARTICIPANT: | ||||||
