EXHIBIT 10.8
2009 STOCK OPTION
PLAN
1.
Purpose. The purpose of the 2009 Stock Option Plan
(the “Plan”) is to advance the development, growth and
financial condition of Riverview Financial Corporation (the
“Company”), by providing incentives through
participation in the appreciation of the common stock of the
Company to secure, retain and motivate Company directors, officers
and key employees who may be responsible for the operation and for
management of the affairs of the Company and to align such
person’s interests with those of the Company’s
shareholders.
2.
Term. The Plan
will become effective on January 7, 2009, provided that if
incentive stock options shall be awarded, the Plan shall be subject
to the approval of the Company’s shareholders at the
Company’s meeting of shareholders (“Effective
Date”). Any and all incentive stock options
and rights awarded under the Plan (the “Awards”) before
it is approved by the Company’s shareholders shall be
conditioned upon, and may not be exercised before, receipt of
shareholder approval, and shall lapse upon failure to receive such
approval. Unless previously terminated by the Board, the Plan
shall terminate on, and no options shall be granted after, the
tenth anniversary of the effective date of the Plan.
3.
Stock. Shares of the Company’s common stock
(the “Stock”) that may be issued or transferred under
this Plan shall not exceed, in the aggregate, 170,000 shares, as
may be adjusted pursuant to Section 19 hereof. Shares
may be either authorized and unissued shares, authorized shares,
issued by and subsequently reacquired by the Company as treasury
stock or shares purchased in the open market. Under no
circumstances shall any fractional shares be awarded under the
Plan. Except as may be otherwise provided in the Plan, any
Stock subject to an Award that, for any reason, lapses or
terminates prior to exercise, shall again become available for
grant under the Plan. While the Plan is in effect, the
Company shall reserve and keep available the number of shares of
Stock needed to satisfy the requirements of the Plan. The
Company shall apply for any requisite governmental authority to
issue shares of stock under the Plan. The Company’s
failure to obtain any such governmental authority, deemed necessary
by the Company’s legal counsel for the lawful issuance and
sale of Stock under the Plan, shall relieve the Company of any
duty, or liability, for the failure to issue or sell the
Stock.
4.
Administration. The ability to control and manage
the operation and administration of the Plan shall be vested in the
Board or in a committee of two or more members of the Board,
selected by the Board (the “Committee”). The
Committee shall have the authority and discretion to interpret the
Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, to determine the terms and
provisions of any agreements made pursuant to the Plan, and to make
any and all determinations that may be necessary or advisable for
the administration of the Plan. Any interpretations of the
Plan by the Committee and any decisions made by the Committee under
the Plan are final
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and binding upon all participants and any person
claiming through a participant, unless otherwise determined by a
majority of the disinterested members of the Board.
The Committee shall be responsible
and shall have full, absolute and final power of authority to
determine what, to whom, when and under what facts and
circumstances Awards shall be made, the form, number, terms,
conditions and duration thereof, including but not limited to when
exercisable, the number of shares of Stock subject thereto, and the
stock option exercise prices. Notwithstanding the foregoing,
however, the Committee shall not set the exercise price of any
stock option at any price below the fair market price of the Stock
on the date of grant. The date of grant shall be for all
purposes the date on which the Board or Committee makes the
determination granting such Option. The Board, in the
exercise of its discretion under Section 12, shall have
approved the methodology of establishing the fair market value of
the Stock, and the Committee or the Board, at or prior to the time
the grant is approved, shall also have approved a written
description of the rationale and methodology by which the fair
market value is being determined. The Committee shall make
all other determinations and decisions, take all actions and do all
things necessary or appropriate in and for the administration of
the Plan. No member of the Committee or of the Board shall be
liable for any decision, determination or action made or taken in
good faith by such person under or with respect to the Plan or its
administration. The Committee may delegate ministerial duties
to any other person or persons, however it may not delegate the
grant of an Award.
5.
Awards. Awards may be made under the Plan in the
form of: (a) “Qualified Options” to purchase
Stock, which are intended to qualify for certain tax treatment as
incentive stock options under Sections 421 and 422 of the Internal
Revenue Code of 1986, as amended and the regulations and guidance
promulgated thereunder (“Code”) or
(b) “Non-Qualified Options” to purchase Stock,
which are not intended to qualify under Sections 421 through 424 of
the Code (collectively “Stock Options”). More
than one Award may be granted to an eligible person, and the grant
of any Award shall not prohibit the grant of another Award, either
to the same person or otherwise, or impose any obligation to
exercise on the participant. All Awards and the terms and
conditions thereof shall be set forth in written agreements, in
such form and content as approved by the Committee from time to
time (either at a meeting or by unanimous written consent), and
shall be subject to the provisions of this Plan whether or not
contained in such agreements (“Award Agreement”).
Multiple Awards for a particular person may be set forth in a
single Award Agreement or in multiple Award Agreements, as
determined by the Committee, but in all cases each agreement for
one or more Awards shall identify each of the Awards thereby
represented as a Qualified Option or Non-Qualified
Option.
Execution of an Award Agreement
shall constitute the participant’s irrevocable agreement to,
and acceptance of, the terms and conditions of the Award set forth
in such agreement and of the terms and conditions of the Plan
applicable to such Award. Award Agreements may differ from
time to time and from participant to participant.
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6.
Eligibility. Persons eligible to receive Awards
shall be the directors, key officers and other employees of the
Company, as determined by the Committee. An individual who
owns more than ten percent (10%) of the total combined voting power
of all classes of outstanding Stock of the Company shall not be
eligible for the grant of a Qualified Option, unless the option
price is one hundred ten percent (110%) of the fair market value of
the stock subject to the option and the option by its terms is not
exercisable after the expiration of five (5) years from the
date such option is granted. A person’s eligibility to
receive an Award shall not confer upon him or her any right to
receive an Award. Except as otherwise provided, a
person’s eligibility to receive, or actual receipt of an
Award under the Plan shall not limit or affect his or her benefits
under or eligibility to participate in any other incentive or
benefit plan or program of the Company or any of its
affiliates.
7.
Qualified Options. In addition to other applicable
provisions of the Plan, all Qualified Options and Awards thereof
shall be under and subject to the following terms and
conditions:
(a)
No Qualified Option shall be awarded more than ten (10) years
after the date the Plan is adopted by the Board or the date the
Plan is approved by the Company’s shareholders, whichever is
earlier;
(b)
The time period during which any Qualified Option is exercisable,
as determined by the Committee, shall not commence before the
expiration of six (6) months or continue beyond the expiration
of ten (10) years after the date the Qualified Option is
awarded;
(c)
At the time a Qualified Option is awarded, the aggregate fair
market value of the Stock subject thereto and of any Stock or other
capital stock with respect to which incentive stock options
qualifying under Sections 421 and 422 of the Code are exercisable
for the first time by the participant during any calendar year
under the Plan and any other plans of the Company or its
affiliates, shall not exceed $100,000.00;
(d)
No Qualified Option shall be awarded to any person if, at the time
of the Award, the person owns shares of the stock of the Company
possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or its affiliates,
unless, at the time the Qualified Option is awarded, the exercise
price of the Qualified Option is at least one hundred and ten
percent (110%) of the fair market value of the Stock on the date of
grant and the option, by its terms, is not exercisable after the
expiration of five (5) years from the date it is
awarded;
(e)
If a participant, who was awarded a Qualified Option, ceases to be
employed by the Company for any reason other than his or her death,
the Committee may permit, but is not obligated to permit, the
participant thereafter to
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exercise the option during its
remaining term for a period of not more than three (3) months
after cessation of employment to the extent that the Qualified
Option was then and remains exercisable, unless such employment
cessation was due to the participant’s disability, as defined
in Section 409A of the Code, in which case the three
(3) month period shall be twelve (12) months; if the
participant dies while employed by the Company, the Committee may
permit the participant’s qualified personal representatives,
or any persons who acquire the Qualified Option pursuant to his or
her Will or laws of descent and distribution, to exercise the
Qualified Option during its remaining term for a period of not more
than twelve (12) months after the participant’s death to the
extent that the Qualified Option was then and remains exercisable;
the Committee may impose terms and conditions upon and for the
exercise of a Qualified Option after the cessation of the
participant’s employment or his or her death;
(f)
The purchase price of Stock subject to any Qualified Option shall
not be less than the Stock’s fair market value at the time
the Qualified Option is awarded and shall not be less than the
Stock’s par value; and
(g)
Qualified Options may not be sold, transferred or assigned by the
participant, except as designated by the participant by Will and
the laws of descent and distribution, and such Option shall only be
exercisable during the participant’s lifetime by him or
her.
8.
Non-Qualified Options. In addition to other
applicable provisions of the Plan, all Non-Qualified Options and
Awards thereof shall be under and subject to the following terms
and conditions:
(a)
The time period during which any Non-Qualified Option is
exercisable, as determined by the Committee shall not commence
before the expiration of six (6) months or continue beyond the
expiration of ten (10) years after the date the Non-Qualified
Option is awarded;
(b)
If a participant, who was awarded a Non-Qualified Option, ceases to
be eligible under the Plan, before lapse or full exercise of the
option, the Committee may permit, but is not obligated to permit,
the participant to exercise the option during its remaining term,
to the extent that the option was then and remains exercisable, or
for such time period and under such terms and conditions as may be
prescribed by the Committee;
(c)
The purchase price of a share of Stock subject to any Non-Qualified
Option shall not be less than the Stock’s fair market value
at the time the non-qualified option is awarded and shall not be
less than the Stock’s par value; and
(d)
Except as otherwise provided by the Committee, Non-Qualified Stock
Options granted under the Plan are not transferable, except as
determined
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by the Committee or as designated by
the participant by Will and the
