EXHIBIT 10.2
STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE HOME LOAN FINANCIAL CORPORATION
1998 STOCK OPTION AND INCENTIVE PLAN
(Incentive Stock Options)
THIS AGREEMENT is made to be effective as of __________________, ____, by and
between Home Loan Financial Corporation (the "COMPANY") and ____________________
(the "OPTIONEE").
WITNESSETH:
WHEREAS, the Board of Directors of the COMPANY adopted the Home Loan Financial
Corporation 1998 Stock Option and Incentive Plan (the "PLAN") on October 13,
1998;
WHEREAS, the shareholders of the COMPANY approved the PLAN on October 13, 1998;
WHEREAS, pursuant to the provisions of the PLAN, the Board of Directors of the
COMPANY has appointed a Stock Option Committee (the "COMMITTEE") to administer
the PLAN; and
WHEREAS, the COMMITTEE has determined that an option to acquire common shares of
the COMPANY, no 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.
(A) OPTION Price. The purchase price (the "OPTION PRICE") to be paid by
the 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 __________, ____.
(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:
DATE NUMBER OF SHARES FIRST EXERCISABLE
The OPTION shall remain exercisable until the date of the expiration of
the OPTION term. The OPTION may be exercised to purchase less than the
total number of COMMON SHARES subject to the OPTION and exercisable at any
time and from time to time. 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 in no event be exercisable after the
expiration of ten (10) years from the date of this AGREEMENT.
(D) Method of Exercise. The OPTION may be exercised by delivering written
notice of exercise to the COMPANY in care of its President or Treasurer.
The notice must state the number of shares subject to the OPTION in
respect of which it is being exercised 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.
3. Non-Assignability of the OPTION. The OPTION shall not be assignable or
transferable except by will or by the laws of 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 an 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
(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,
such portion of the OPTION will not be deemed to be an ISO under the CODE.
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 (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 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 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 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. 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.
10. Entire Agreement. This AGREEMENT constitutes 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. 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 __________, ____.
HOME LOAN FINANCIAL CORPORATION
By:
_________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
its President
OPTIONEE
______________________________________________
Print Name ___________________________________