EXHIBIT 10.4
UNITED BANCORP,
INC.
2005 STOCK OPTION PLAN
(As amended through February 26, 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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(a)
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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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(b)
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"Bank" shall mean United Bancorp, Inc., and any subsidiary of
United Bancorp, Inc.
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(c)
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"Administrative Committee" shall mean a Committee consisting of
the members of the Executive Committee of the Board of Directors of
the Company who are not employees of the Company.
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(d)
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"Company" shall mean United Bancorp, Inc.
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(e)
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"Director" shall mean a member of the Board of Directors of the
Company.
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(f)
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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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(g)
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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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(h)
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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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(i)
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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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(j)
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"Plan" shall mean the United Bancorp, Inc. 1999 Stock Option
Plan, the terms of which are set forth herein.
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(k)
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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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(l)
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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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(m)
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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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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
3.1
Administration.
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(a)
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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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(b)
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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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(c)
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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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(a)
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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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1.
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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.
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2.
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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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(b)
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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 wi
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