RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED
STOCK AGREEMENT (the “Agreement”), is made to be
effective as of the 23 rd day of January, 2009 (the “Effective
Date”), by and between Camco Financial Corporation, a
Delaware corporation (the “Company”), and James E.
Huston, an individual and an employee of the Company
(“Huston”).
WHEREAS, Huston
and the Company entered into an Employment Agreement on
December 31, 2008 (the “Employment
Agreement”);
WHEREAS, under
Section 3(b) of the Employment Agreement, the Company agreed to
award Huston 50,000 common shares of the Company (the
“Shares”), all of which will be subject to a risk of
forfeiture and limitations on transferability (the
“Restricted Stock”), as 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:
1.
Issuance of Restricted Stock . Subject to the terms and
conditions set forth in this Agreement, the Company hereby issues
to Huston, in respect of his employment with and services to the
Company, 50,000 Shares of Restricted Stock.
Except
as otherwise provided in this Agreement, the Restricted Stock
granted hereunder shall not be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated and will be subject to a
risk of forfeiture until it vests as follows:
(a) 12,500
Shares on January 23, 2010;
(b) 12,500
Shares on January 23, 2011;
(c) 12,500
Shares on January 23, 2012; and
(d) 12,500
Shares on January 23, 2013.
2. Effect
of Certain Terminations of Employment . If the Company
terminates Huston’s employment with the Company for any
reason other than Just Cause (as defined in Section 4 of the
Employment Agreement), the Restricted Stock that has not become
vested in accordance with Section 1 hereof shall immediately
vest as of the date of such termination. If there is a Change in
Control (as defined in Section 4(b) of the Employment
Agreement), the Restricted Stock that has not vested in accordance
with Section 1 hereof shall immediately vest as of the date of
the Change in Control.
3.
Special Restrictions and Covenants . Except as otherwise
provided in this Agreement, any and all Restricted Stock that
has not become vested in accordance with Sections 1 or 2
hereof shall be forfeited and shall revert to the Company upon any
of the following:
(a) the
termination of Huston’s employment by the Company, for Just
Cause (as defined and set forth in Section 4 of the Employment
Agreement) prior to such vesting; or
(b) the
voluntary termination of Huston’s employment with the Company
by Huston prior to such vesting.
4. Status
of Huston Shares . Huston shall only be entitled to the rights
and obligations, including voting, dividends and other rights and
obligations, of vested Shares of Restricted Stock. Huston shall not
have any rights or obligations as to the underlying Shares that
have not vested in accordance with Section 1 or 2
herein.
5. Income
Tax Election . The parties acknowledge that the federal income
taxation of the transfer of Restricted Stock to Huston will be
governed by Section 83 of the Internal Revenue Code of 1986,
as amended (the “Code”) and the corresponding Treasury
Regulations. Huston shall provide to the Company a copy of any
election under Section 83(b) of the Code at the same time as the
filing of such election with the Internal Revenue
Service.
6. Huston
Representations . Huston is aware that the Shares underlying
the Restricted Stock being transferred to him hereby have not been
registered under the Securities Act of 1933, as amended (the
“Act”), or under applicable state securities laws in
reliance upon exemptions from such registration. Huston understands
that his intentions with respect to the future disposition of the
Shares awarded hereby, his access to information concerning the
Company and his knowledge of the restrictions placed upon the
Shares are, among other things, important factors in establishing
the availability of these exemptions. Accordingly, Huston hereby
represents, agrees and acknowledges as follows:
|
