Exhibit 10(b)
STOCK APPRECIATION RIGHTS AGREEMENT
("SAR")
THIS AGREEMENT (this "Agreement") is made to be effective as
of__________, 20__ by and between Rurban Financial Corp., an Ohio corporation
(the "COMPANY"), and _____________________(the "OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors and the shareholders of the COMPANY
have adopted the Rurban Financial Corp. Stock Option Plan effective March 12,
1997 (the "PLAN"); and
WHEREAS, pursuant to the provisions of the PLAN, the Compensation
Committee (the "COMMITTEE") administers the PLAN and the COMMITTEE has
determined that an option (the "OPTION") to acquire common shares, no par value
(the "COMMON SHARES"), of the COMPANY should be granted to the OPTIONEE upon the
terms and conditions set forth in a separate stock option agreement;
WHEREAS, pursuant to the provisions of the PLAN, the COMMITTEE has
determined that Stock Appreciation Rights (the "SAR's") should be granted to the
OPTIONEE concurrently with the OPTION upon the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the premises, the parties hereto
make the following agreement, intending to be legally bound thereby:
(l) Grant of SAR. The COMPANY hereby grants to the OPTIONEE an award of
__________ SAR's. Each SAR shall relate to a specific Option under the Plan and
shall be awarded to the OPTIONEE concurrently with the grant of such Option and
dated this same day.
(2) Terms and Conditions of the SAR.
(A) SAR Notional Value. Since each SAR is parallel to an
Option, the exercise of all or a portion of the Option shall cause an equal
exercise of the same proportion of SAR's granted under the PLAN. A SAR can only
be exercisable in conjunction with the exercise of the parallel Option. The SAR
Notional Value shall be __________, being the closing price of the COMMON SHARES
on _____________, subject to adjustment as provided in Section 3.
(B) Calculation of Appreciation. Each SAR shall entitle the
OPTIONEE to the excess of the Fair Market Value of a COMMON SHARE on the
exercise date over the Fair Market Value of a COMMON SHARE on the date the SAR
was granted. The total appreciation available to the OPTIONEE from any exercise
of an SAR shall be equal to the number of SAR's being exercised times the amount
of appreciation per SAR.
(C) Payment of Appreciation. The total appreciation available
to the OPTIONEE from the exercise of an SAR shall be paid in a single lump sum
payment in cash.
(D) Exercise of the SAR. The SAR may only be exercised in
tandem with the exercise of a parallel Option.
The grant of the SAR shall not confer upon the OPTIONEE any
right to continue in the employment of the COMPANY and/or its subsidiaries nor
limit in any way the right of the COMPANY to terminate the employment of the
OPTIONEE at any time in accordance with law or the COMPANY's governing corporate
documents.
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(E) SAR Term. The SAR shall in no event be exercisable after
the expiration of ten (10) years from the date of this Agreement.
(F) Method of Exercise. The SAR may be exercised by giving
written notice of exercise to the COMMITTEE in care of the Secretary of the
COMPANY stating the number of rights subject to the SAR in respect of which it
is being exercised.
(G) Satisfaction of Taxes and Tax Withholding Requirements.
The COMMITTEE shall determine the appropriate arrangements for the satisfaction
by the COMPANY and the OPTIONEE of all federal, state, local or other income,
excise or employment taxes or tax withholding requirements applicable to the
exercise of the SAR.
(3) Adjustments and Changes in the COMMON SHARES.
(A) In the event that the outstanding COMMON SHARES of the
COMPANY shall be changed into or exchanged for a different kind of shares or
other securities of the COMPANY or of another corporation (whether by reason of
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares or otherwise) or if the number of such COMMON SHARES shall be
increased through the payment of a stock dividend, then unless such change
results in the termination of all outstanding SAR's granted pursuant to the
PLAN, there shall be substituted for or added to each COMMON SHARE of the
COMPANY subject to the SAR, the number and kind of shares or other securities
into which each outstanding COMMON SHARE of the COMPANY shall be changed, or for
which each such COMMON SHARE shall be exchanged, or to which the holder of each
such COMMON SHARE shall be entitled, as the case may be. The SAR shall also be
appropriately amended as to the SAR Notional Value and other terms as may be
necessary to reflect the foregoing events. In the event there shall be any other
change in the number or kind of the outstanding shares of the COMPANY, or of any
shares or other securities into which such shares shall have been changed, or
for which they shall have been exchanged, then if the COMMITTEE shall, in its
sole discretion, determine that such change equitably requires an adjustment in
the SAR such adjustment shall be made by the COMMITTEE in accordance with such
determination.
(B) Notice of any adjustment pursuant to this Section 3 shall
be given by the COMPANY to the OPTIONEE.
(4) Acceleration of SAR.
(A) Notwithstanding anything in this Agreement to the
contrary, upon the earlier of (i) the OPTIONEE's 70th birth date, (ii) the
occurrence of an Applicable Event (as defined in the PLAN), (iii) the death of
the OPTIONEE or (iv) the OPTIONEE's total disability, all SARs granted to the
OPTIONEE shall be fully exercisable in accordance with terms of the PLAN. For
purposes of this paragraph, an OPTIONEE is totally disabled if he is receiving
disability benefits under the Social Security Act as the result of a total and
permanent disability, or is determined to be totally disabled under any
long-term disability plan sponsored by the COMPANY.
(B) The grant of the SAR's under this Agreement shall not
affect in any way the right of the COMPANY to adjust, reclassify, reorganize, or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.
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(5) Non-Assignability of SAR. SAR's granted hereunder shall not be
assignable or otherwise transferable by the OPTIONEE except (i) by will or by
the laws of descent and distribution or (ii) to an immediate family member,
partnership consisting solely of immediate family members or trusts for the
benefit of immediate family members. The SAR's may not be exercised during the
lifetime of the OPTIONEE except by him, his guardian or legal representative.
(6) Effect of Termination of Employment or Death.
(A) If an OPTIONEE's status as a director or as an employee of
the Company terminates for any reason, other than his retirement, death or
disability, before the date of expiration of any SAR's held by such OPTIONEE,
such SAR's shall become null and void on the date of such termination. An
OPTIONEE who terminates employment with the COMPANY, but retains his status as a
director is not considered terminated for purposes of this Section 6. The date
of such termination shall be the date the OPTIONEE ceases to be both a director
and an employee of the Company.
(B) If an OPTIONEE dies before the expiration of any SAR's
held by the OPTIONEE, such SAR's shall terminate on the earlier of (i) the date
of expiration of the SAR's or (ii) one year following the date of the OPTIONEE's
death. The executor or administrator or personal representative of the estate of
a deceased OPTIONEE, or the person or persons to whom a SAR granted hereunder
shall have been validly transferred by the executor or the administrator or the
personal representative of the OPTIONEE's estate, shall have the right to
exercise the OPTIONEE's SAR's. To the extent that such SAR's would otherwise by
exercisable under the terms of the PLAN and this Agreement, such exercise may
occur at any time prior to the termination date specified in this paragraph.
(C) If the OPTIONEE becomes totally disabled before the
expiration of the SAR's held by the OPTIONEE, such SAR's shall terminate on the
earlier of (i) the date of expiration of the SAR's or (ii) one year following
the date of the OPTIONEE's termination of service due to disability.
(7) PLAN as Controlling. All terms and conditions of the PLAN
applicable to the SAR's which are not set forth in this Agreement shall be
deemed incorporated herein by reference. Capitalized terms used in this
Agreement which are not defined herein shall have the meanings provided for such
terms in the PLAN. In the event that any term or condition of this Agreement is
inconsistent with the terms and conditions of the PLAN, the PLAN shall be deemed
controlling.
(8) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio.
(9) 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
said rights or remedies may be exercised and enforced concurrently.
(10) 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.
(11) 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 said
provision to any other person or circumstance, all of which other provisions
shall remain in full force
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and effect, and 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.
(12) Number and Gender. When used in this Agreement, the number and
gender of each pronoun shall be construed to be such number and gender as the
context, circumstances or its antecedent may required.
(13) Entire Agreement. This Agreement and the PLAN constitute the
entire agreement between the COMPANY and the OPTIONEE 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. No officer, employee or other servant or agent
of the COMPANY, and no servant or agent of the OPTIONEE is authorized to make
any representation, warranty or other promise not contained in 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.
(14) 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date first above written.
COMPANY:
RURBAN FINANCIAL CORP.
By:
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Its:
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OPTIONEE:
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Signature of Optionee
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▇▇▇▇ ▇▇▇▇▇ Zip Code
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Telephone Number
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Social Security Number
ATTEST:
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The OPTIONEE acknowledges receipt of a copy of the PLAN, and represents that
he/she is familiar with the terms and provisions thereof. The OPTIONEE hereby
accepts the SARs granted herein subject to all terms and provisions of the PLAN.
The OPTIONEE hereby agrees to accept as binding, conclusive, and final all
decisions and interpretations of the Board of Directors and, where applicable,
the COMMITTEE, upon any questions arising under the PLAN.
Dated: , 20 .
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Optionee
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