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EXHIBIT 10 (vii)
FIRST ASHLAND FINANCIAL CORPORATION
1995 STOCK OPTION AND INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO. ____
This
option is granted on __________ __, 200_ (the "Grant Date") by
Camco
Financial Corporation (the "Corporation")
to _____________ (the "Optionee"), in
accordance with the following terms and
conditions:
1.
Option
Grant and Exercise Period. The Corporation, which is the
successor by merger to First Ashland
Financial Corporation, hereby grants to the
Optionee an Option (the "Option") to
purchase, pursuant to the First Ashland
Financial Corporation 1995 Stock Option and
Incentive Plan, as the same may be
from time to time amended (the "Plan"), and
upon the terms and conditions
therein and hereinafter set forth, an
aggregate of _________ shares (the "Option
Shares") of the common stock, par value
$1.00 per share of the Corporation
("Common Stock"), at the exercise price of
$_____ per share (the "Exercise
Price"). A copy of the Plan, as currently
in effect, is incorporated herein by
reference.
This
Option shall be exercisable only during the period (the
"Exercise
Period") commencing on __________ __, 200_
and ending at 5:00 p.m., Eastern
Time, on the date _____ years after the
Grant Date, such later time and date
being hereinafter referred to as the
"Expiration Date," provided the Optionee
has maintained "Continuous Service" (as
defined in the Plan) since the Grant
Date. This option shall vest and become
exercisable according to the following
schedule:
- 20% of the initial Option
award amount on __________ __, ____
- 20% of the initial Option
award amount on __________ __, ____
- 20% of the initial Option
award amount on __________ __, ____
- 20% of the initial Option
award amount on __________ __, ____
- 20% of the initial Option
award amount on __________ __, ____
During the Exercise Period, only the vested
portion of this Option shall be
exercisable in whole at any time or in part
from time to time subject to the
provisions of this Agreement, and further
subject to the condition that the
aggregate Market Value (as defined in the
Plan and as determined as of the Grant
Date) of the Option Shares with respect to
which Incentive Stock Options (as
defined in the Plan) are exercisable for
the first time by the Optionee in any
calendar year shall not exceed One Hundred
Thousand Dollars ($100,000.00). To
the extent that this Option does not
qualify as an Incentive Stock Option for
any reason, it shall become a Non-Qualified
Stock Option under the Plan.
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2.
Method of
Exercise of This Option. This Option may be exercised
during the Exercise Period by giving
written notice to the Corporation
specifying the number of Option Shares to
be purchased. The notice must be in
the form prescribed by the committee
referred to in Section 3 of the Plan or its
successor (the "Committee") and directed to
the address set forth in Section 11
below. The date of exercise is the date on
which such notice is received by the
Corporation. Such notice must be
accompanied by payment in full of the Exercise
Price for the Option Shares to be purchased
upon such exercise. Payment shall be
made either (i) in cash, which may be in
the form of a check, bank draft, or
money order payable to the Corporation, or
(ii) by having a Market Value (as
defined in the Plan) equal to the Exercise
Price for the number of Option Shares
to be purchased, or (iii) a combination of
cash and such shares. Promptly after
such payment, subject to Section 3 below,
the Corporation shall issue a
certificate or certificates representing
the shares of Common Stock so
purchased, registered in the name of the
Optionee (or such other person), or,
upon request, in the name of the Optionee
(or such other person) and in the name
of another jointly with right of
survivorship.
3.
Delivery
and Registration of Shares of Common Stock. The
Corporation's obligation to deliver shares
of Common Stock hereunder shall, if
the Committee so requests, be conditioned
upon the receipt of a representation
as to the investment intention of the
Optionee or any other person to whom such
shares are to be delivered, in such form as
the Committee shall determine to be
necessary or advisable to comply with the
provisions of the Securities Act of
1933, as amended, or any other federal,
state or local securities law or
regulation. In requesting any such
representation, it may be provided that such
representation requirement shall become
inoperative upon a registration of such
shares or other action eliminating the
necessity of such representation under
such Securities Act or other securities law
or regulation. The Corporation shall
not be required to deliver any shares upon
exercise of this Option prior to (i)
the admission of such shares to listing on
any stock exchange or system on which
the shares of Common Stock may then be
listed, and (ii) the completion of such
registration or other qualification of such
shares under any state or federal
law, rule or regulation, as the Committee
shall determine to be necessary or
advisable.
4.
Non-Transferability of This Option. This Option may not be
assigned,
encumbered, or transferred except, in the
event of the death of the Optionee, by
will or the laws of descent and
distribution to the extent provided in Section 5
below. Except as provided herein, this
Option is exercisable during the
Optionee's lifetime only by the Optionee.
The provisions of this Option shall be
binding upon, inure to the benefit of and
be enforceable by the parties hereto,
the successors and assigns of the
Corporation and any person to whom this Option
is transferred by will or by the laws of
descent and distribution.
5.
Termination of Service or Death of the Optionee. Except as
provided
in the second or third paragraphs of this
Section 5 and notwithstanding any
other provision of this Option to the
contrary, this Option shall not be
exercisable unless the Optionee, at the
time he exercises this Op
