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EXHIBIT 10(c)
STOCK OPTION AGREEMENT
(Incentive Stock Options - Vesting After One Year of
Employment)
THIS AGREEMENT (this "Agreement") is made to be effective as of
[date],
by and between Rurban Financial Corp., an Ohio corporation (the
"COMPANY"), and
[name] (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 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 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 OPTION. The COMPANY hereby grants to the OPTIONEE
an
option (the "OPTION") to purchase [number] COMMON SHARES of the
COMPANY. The
OPTION is intended to qualify as an incentive stock option 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
[price] per share, being the closing price of the Common Shares
on [date],
subject to adjustment as provided in Section 3.
(B) Exercise of the OPTION. The OPTION may not be exercised
until the OPTIONEE shall have completed twelve months of
continuous employment
with the COMPANY and/or its subsidiaries immediately following
the date hereof.
Thereafter, the OPTION becomes fully vested and may be exercised
at anytime.
Subject to the other provisions of this Agreement, if the
OPTION becomes exercisable as to certain COMMON SHARES, it shall
remain
exercisable as to those COMMON SHARES until the date of
expiration of the OPTION
term. The COMMITTEE may, but shall not be required to (unless
otherwise provided
in this Agreement), accelerate the schedule of the time or times
when the OPTION
may be exercised.
The grant of the OPTION shall not confer upon the OPTIONEE
any
right to continue in the employment of the COMPANY 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.
(C) OPTION Term. The OPTION shall in no event be exercisable
after the expiration of ten (10) years from the date of the
Agreement.
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(D) Method of Exercise. The OPTION may be exercised by
giving
written notice of exercise to the COMMITTEE in care of the
Secretary of the
COMPANY stating the number of COMMON SHARES subject to the
OPTION in respect of
which it is being exercised. Payment for all such COMMON SHARES
shall be made to
the COMPANY at the time the OPTION is exercised in United States
dollars in cash
(including check, bank draft or money order). If permitted by
the COMMITTEE,
payment for such COMMON SHARES may be made (I) by delivery of
COMMON SHARES of
the COMPANY already owned by the OPTIONEE and having a Fair
Market Value (as
that term is defined in the PLAN) on the date of delivery equal
to the OPTION
PRICE, or (ii) by delivery of a combination of cash and already
owned COMMON
SHARES. After payment in full for the COMMON SHARES purchased
under the OPTION
has been made, the COMPANY shall take all such action as is
necessary to deliver
appropriate share certificates evidencing the COMMON SHARES
purchased upon the
exercise of the OPTION as promptly thereafter as is reasonably
practicable.
(E) 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 OPTION or the later disposition of the COMMON
SHARES or other
property thereby acquired.
(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 options granted
pursuant to the
PLAN, there shall be substituted for or added to each COMMON
SHARE of the
COMPANY subject to the OPTION, 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
OPTION shall also
be appropriately amended as to the OPTION PRICE 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 OPTI
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