EXHIBIT 10.3
UNITED BANCORP, INC.
2005 STOCK OPTION PLAN
(As amended through September 15, 2009)
ARTICLE I
Definitions
1.1
Definitions : As used herein, the
following terms shall have the meaning set forth below, unless the
context clearly requires otherwise:
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“Applicable Event” shall mean (i)
the expiration of a tender offer or exchange offer (other than an
offer by the Company) pursuant to which more than 25% of the
Company’s issued and outstanding stock has been purchased, or
(ii) the entry into an agreement by the Board of Directors of the
Company to merge or consolidate the Company with or into another
entity where the Company is not the surviving entity, an agreement
to sell or otherwise dispose of all or substantially all of the
Company’s or the Bank’s assets (including a plan of
liquidation), or the approval by the shareholders of the Company of
an agreement to merge or consolidate the Company with or into
another entity where the Company is the surviving entity, pursuant
to which more than 25% of the stock of the surviving company will
be owned by persons who were not holders of the Company’s
issued and outstanding stock at the time of the agreement.
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“Bank” shall mean United Bancorp,
Inc., and any subsidiary of United Bancorp, Inc.
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“Administrative Committee” shall
mean a Committee consisting of the members of the Compensation and
Governance Committee of the Board of Directors of the Company who
are not employees of the Company.
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“Company” shall mean United
Bancorp, Inc.
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“Director” shall mean a member of
the Board of Directors of the Company.
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“Effective Date” with respect to
the Plan shall mean the date specified in Section 2.3 as the
Effective Date.
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“Fair Market Value” shall mean,
with respect to a share of Stock, the closing price of a share of
Stock on the trading day before the trading day of the grant.
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“Option” shall mean an option to
purchase Stock granted pursuant to the provisions of the
Plan. Options granted under the Plan shall be
Non-qualified Stock Options. Non-qualified Stock Options
shall mean an Option to purchase shares of Stock which is not an
Incentive Stock Option under Section 422 of the Internal Revenue
Code.
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“Participant” shall mean officers
and Directors of the Company and/or any subsidiaries to whom an
Option has been granted.
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“Plan” shall mean the United
Bancorp, Inc. 2005 Stock Option Plan, the terms of which are set
forth herein.
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“Plan Year” shall mean the
twelve-month period beginning on the Effective Date, and each
twelve-month period thereafter beginning on the anniversary date of
the Effective Date.
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“Stock” shall mean the Common
Stock of the Company or, in the event that the outstanding shares
of Stock are changed into or exchanged for shares of a different
stock or securities of the Company or some other entity, such other
stock or securities.
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“Stock Option Agreement” shall
mean the agreement between the Company and the Participant under
which the Participant may purchase Stock pursuant to the terms of
the Plan.
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“TARP” shall mean the Emergency
Economic Stabilization Act of 2008, as amended by the American
Recovery and Reinvestment Act of 2009, and any related
regulations.
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ARTICLE II
The Plan
2.1
Name . This plan shall be known as the
“United Bancorp, Inc. 2005 Stock Option Plan.”
2.2
Purpose . The purpose of the Plan is to
advance the interests of the Company and its shareholders by
affording to officers and Directors of the Company and/or any
subsidiaries an opportunity to acquire or increase their
proprietary interest in the Company by the grant to such persons of
Options under the terms set forth herein. By encouraging
such persons to become owners of the Company, the Company seeks to
attract, motivate, reward and retain those highly competent
individuals upon whose judgment, initiative, leadership and efforts
the success of the Company depends.
2.3
Effective Date and Term . The Plan was
approved by the Board of Directors of the Company on February 10,
2004 and shall be effective January 1, 2005, as approved by a
majority of the shareholders of the Company present in person or by
proxy at the meeting of shareholders of the Company held on April
20, 2004. The Plan shall terminate upon the fifth
anniversary of the Effective Date, unless the plan is extended with
the approval of the shareholders.
ARTICLE III
Administration
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The Plan shall be administered by the
Administrative Committee. Subject to the express
provisions of the Plan, the Administrative Committee shall have
sole discretion and authority to determine from time to time the
individuals to whom Options may be granted, the number of shares of
Stock to be subject to each Option, the period during which such
Option may be exercised and the price at which such Option may be
exercised.
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Meetings of the Administrative Committee shall
be held at such times and places as shall be determined from time
to time by the Administrative Committee. A majority of
the members of the Administrative Committee shall constitute a
quorum for the transaction of business and the vote of a majority
of those members present at any meeting shall decide any question
brought before the meeting. In addition, the
Administrative Committee may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a
majority of the members.
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No member of the Administrative Committee
shall be liable for any act or omission of any other member of the
Committee or for any act or omission on his own part, including,
but not limited to, the exercise of any power or discretion given
to him under the Plan, except those resulting from his own gross
negligence or willful misconduct. All questions of
interpretations and application with respect to the Plan or Options
granted thereunder shall be subject to the determination, which
shall be final and binding, of a majority of the whole
Administrative Committee.
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3.2
Company Assistance . The Company shall
supply full and timely information to the Administrative Committee
on all matters relating to eligible employees, their employment,
death, retirement, disability or other termination of employment,
and such other pertinent facts as the Administrative Committee may
require. The Company shall furnish the Administrative
Committee with such clerical and other assistance as is necessary
in the performance of its duties.
ARTICLE IV
Participants
4.1
Eligibility . Members of the Management
Committees of the Company and its subsidiaries, as well as other
officers of the Company and its subsidiaries, may from time to time
be approved by the Administrative Committee as Participants in this
Plan.
ARTICLE V
Shares of Stock Subject to Plan
5.1
Grant of Options and Limitations .
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As of the first day of each Plan Year, Options
may be granted according to the following schedule:
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Officers of the Company or subsidiaries as
designated by the Administrative Committee shall be eligible to
receive Options for the number of shares of Stock determined by the
Administrative Committee, provided that no Options may be granted
to the most highly compensated employee, as defined by TARP, during
the period any obligation arising from the TARP assistance remains
outstanding.
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Each person who is a Director of the Company
or its subsidiaries, and is not actively employed by the Company
shall receive Options for 1,000 shares of Stock upon inception of
the Plan.
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Stock Available for
Options. Subject to adjustment pursuant to the
provisions of Section 9.3 hereof, the aggregate number of shares
with respect to which Options may be granted during the term of the
Plan shall not exceed 175,000 shares of Company
Stock. Shares with respect to which Options may be
granted may be either authorized and unissued shares or shares
issued and thereafter acquired by the Company.
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5.2
Options Under the Plan . If Options
granted hereunder shall expire, terminate or be canceled for
any
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