Exhibit 10.16
STOCK OPTION AWARD
AGREEMENT
PURSUANT TO THE FIRST DEFIANCE FINANCIAL
CORP.
2005 STOCK OPTION AND INCENTIVE PLAN
(Incentive Stock
Option)
THIS AGREEMENT is made to be
effective as of
, by and between First Defiance Financial Corp. (the
“Company”) and
(the “Optionee”).
WITNESSETH
:
WHEREAS, pursuant to the provisions
of the First Defiance Financial Corp. 2005 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 .
(A) Option Price . The
exercise 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:
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Number of Common Shares First Exercisable
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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
. 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.
3. Non-Assignability of the
Option . The Opt
