Exhibit 10.2
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE FIRST DEFIANCE FINANCIAL CORP.
2001 STOCK OPTION AND INCENTIVE PLAN
(Incentive Stock Option)
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THIS AGREEMENT is made to be effective as of _________________ by and
between First Defiance Financial Corp. (the "Company") and _________________
(the "Optionee").
WITNESSETH:
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WHEREAS, pursuant to the provisions of the First Defiance Financial Corp.
2001 Stock Option and Incentive Plan (the "Plan"), the Stock Option Committee
(the "Committee") has determined that an option to acquire common shares of the
Company, $0.01 par value per share (the "Common Shares"), should be granted to
the Optionee 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 Option. The Company hereby grants to the Optionee an option to
purchase _________________ Common Shares (the "Option"). The Option is intended
to qualify as an incentive stock option (an "ISO") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Terms and Conditions of the Option.
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(A) Option Price. The exercise price (the "Option Price") to be paid
by zthe Optionee to the Company upon the exercise of the Option shall be $
_______ per share, being 100% of the Fair Market Value (as that term is defined
in the Plan) of a Common Share on (current date).
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(B) Exercise of the Option. Subject to the provisions of the Plan
and the other provisions of this Agreement, the Option is first exercisable in
accordance with the following schedule:
Number of Common
Date Shares First Exercisable
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(one year anniversary of grant date) (20% of shares granted)
(two year anniversary of grant date) (20% of shares granted)
(three year anniversary of grant date) (20% of shares granted)
(four year anniversary of grant date) (20% of shares granted)
(five year anniversary of grant date) (20% of shares granted)
The Option may be exercised to purchase less than the total number of
Common Shares subject to the Option. The Option may be exercised by delivering
written notice of exercise to the Company. The notice must state the number of
Common Shares to be purchased and must be accompanied by payment in full of the
Option Price in cash unless the Committee, in its sole discretion, permits
payment of the Option Price in Common Shares already owned by the Optionee or by
the surrender of outstanding awards of Options.
The Option may not be exercised unless the Common Shares issued upon such
exercise are first registered pursuant to any applicable federal and state laws
or regulations or, in the opinion of the 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) Option Term. The Option shall expire on (ten year anniversary of
grant date). The Option shall in no event be exercisable after the expiration of
ten (10) years from the date of this Agreement.
(D) Change of Control. The Option shall become immediately
exercisable in the event of a change in control of the Company, as determined by
the Committee. "Change in Control" shall mean the acquisition, directly or
indirectly, of the beneficial ownership (as such term is defined under Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder) of 25% or more of the outstanding Common Shares of the
Company by any person, trust, entity or group or (ii) the sale of all or
substantially all of the assets of the Company.
3. Non-Assignability of the Option. The Option shall not be assignable or
transferable except by will or by the laws of the descent and distribution. The
terms and conditions of the Option shall be binding upon each and every
executor, administrator, heir, beneficiary, or other successor to the Optionee's
interest.
4. Incentive Stock Option Qualification. The Option is intended to be and
ISO under Section 422 of the Code. The Optionee acknowledges that in order for
the Option to qualify as an ISO, the Optionee must comply with the following
additional conditions:
(A) The Optionee 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 an Optionee who is disabled within the
meaning of Section 22(e)(3) of the Code);
(B) The Optionee may not dispose of the Common 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
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(C) The aggregate fair market value (determined as of the date of
the grant of the Option) of the Common Shares with respect to which ISOs are
exercisable under all plans of the Company or a subsidiary for the first time by
the Optionee during any calendar year shall not exceed $100,000, or such other
limit as may be required by the Code.
To the extent that the Optionee does not comply with the foregoing
conditions, the Option will not be deemed to be an ISO under the Code with
respect to the number of shares that fail to satisfy each of such conditions.
5. Governing Law. The rights and obligations of the Optionee 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.
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, USA, 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 Optionee 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 such 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.
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10. Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Optionee regarding 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 Optionee and
the Company in making this Agreement are specifically set forth herein, and the
Optionee and the Company each acknowledge that they have relied on no other
representation 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed to be effective as of February 21, 2005.
FIRST DEFIANCE FINANCIAL CORP.
By: ____________________________________
▇▇▇▇▇▇▇ ▇. Small
its Chairman, President, & CEO
OPTIONEE
________________________________________
(Optionee's Name)
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