Exhibit 10.3
CHOICEONE FINANCIAL
SERVICES, INC.
DIRECTORS' STOCK PURCHASE PLAN
Warner Norcross &
Judd LLP
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2489
CHOICEONE FINANCIAL
SERVICES, INC.
DIRECTORS' STOCK PURCHASE PLAN
TABLE OF
CONTENTS
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Page
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ARTICLE 1
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Establishment and Purposes of Plan
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1
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1.1
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Establishment of Plan; Purposes of Plan
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1
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1.2
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Effective Date
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1
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1.3
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Number of Shares of Stock
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1
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ARTICLE 2
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Definitions
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1
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2.1
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Committee
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1
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2.2
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Common Stock
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1
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2.3
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Company
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1
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2.4
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Director's Fee
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1
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2.5
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Market Value
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2
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2.6
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Participant
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2
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2.7
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Plan
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2
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ARTICLE 3
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Administration
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2
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3.1
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Power and Authority
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2
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3.2
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Delegation of Powers; Employment of Advisers
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2
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3.3
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Indemnification of Committee Members
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2
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ARTICLE 4
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Participation
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3
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4.1
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Eligibility to Participate
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3
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ARTICLE 5
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Elective Payment of Director's Fees in Common Stock
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3
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5.1
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Payment of Directors Fees
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3
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5.2
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Prior Election
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3
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5.3
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Timing of Payments
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3
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5.4
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Vesting
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3
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ARTICLE 6
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General Provisions
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4
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6.1
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Amendment ; Termination
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4
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6.2
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Rights Not Assignable
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4
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6.3
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Unsecured Creditor Status
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4
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6.4
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No Trust or Fiduciary Relationship
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4
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6.5
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Construction
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4
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6.6
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Disputes
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4
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6.7
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Unfunded Plan
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5
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6.8
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Self-Employment Taxes
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5
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6.9
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Right of Company to Replace Directors
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5
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6.10
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Governing Law; Severability
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5
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i
CHOICEONE FINANCIAL
SERVICES, INC.
DIRECTORS' STOCK PURCHASE PLAN
ARTICLE
1
Establishment and
Purposes of Plan
1.1
Establishment of Plan; Purposes of Plan . The
Company hereby establishes the ChoiceOne Financial Services, Inc.
Directors' Stock Purchase Plan. The purposes of the Plan are to
provide an opportunity and means by which directors can increase
their financial interest in the Company, and thereby increase their
personal interest in the Company's continued success, through the
payment of directors' fees in Company Common Stock.
1.2
Effective Date . The "Effective Date" of the
Plan is July 15, 1998. Each Plan provision applies until the
effective date of an amendment of that provision.
1.3
Number of Shares of Stock . Subject to
appropriate adjustment as required in connection with any change in
the capital structure of the Company, a maximum of 50,000 shares of
Common Stock shall be available under the Plan.
ARTICLE
2
Definitions
2.1
Committee . "Committee" means the Personnel
and Benefits Committee of the Board of Directors or such other
committee as the Board of Directors shall designate to administer
the Plan. The Committee shall consist of at least two members of
the Board, and all of its members shall be "non-employee directors"
as defined in Rule 16b-3 under the Securities Exchange Act of
1934, as amended.
2.2
Common Stock . "Common Stock" means the
common stock, without par value, of ChoiceOne Financial Services,
Inc.
2.3
Company . "Company" means ChoiceOne Financial
Services, Inc.
2.4
Director's Fee . "Director's Fee" means
the amount of income payable to a Participant for service as a
director, including payments for attendance at meetings of the
Board of Directors or meetings of committees of the Board of
Directors, and any retainer fee paid to members of the Board of
Directors.
1
2.5
Market Value . "Market Value" means the mean
of the bid and asked prices of shares of Common Stock reported by
the Company' s market makers on the applicable date, or if the
market is closed on that date, the last preceding date on which the
market was open for trading.
2.6
Participant . "Participant" means any
individual who is participating in the Plan.
2.7
Plan . "Plan" means the ChoiceOne Financial
Services, Inc. Directors' Stock Purchase Plan, as such plan may be
amended, administered or interpreted from time to time.
ARTICLE
3
Administration
3.1
Power and Authority . The Committee shall
administer the Plan, shall have full power and authority to
interpret the provisions of the Plan, and shall have full power and
authority to supervise the administration of the Plan. All
determinations, interpretations and selections made by the
Committee regarding the Plan shall be final and conclusive. The
Committee shall hold its meetings at such times and places as it
deems advisable. Action may be taken by a written instrument signed
by a majority of the members of the Committee, and any action so
taken shall be fully as effective as if it had been taken at a
meeting duly called and held. The Committee shall make such rules
and regulations for the conduct of its business as it deems
advisable. The members of the Committee shall not be paid any
additional fees for their services.
3.2
Delegation of Powers; Employment of Advisers .
The Committee may delegate to any agent such duties and powers,
both ministerial and discretionary, as it deems appropriate except
those that may no
