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FIRST AMENDMENT TO
WESTWOOD HOMESTEAD FINANCIAL CORPORATION
1997 STOCK OPTION AND INCENTIVE PLAN
This First
Amendment to the Westwood Homestead Financial Corporation 1997
Stock Option and Incentive Plan (“Plan”) is effective
as of this 30th day of December, 2008.
WHEREAS, Camco
Financial Corporation, a Delaware corporation and successor to
Westwood Homestead Financial Corporation (the
“Company”), previously adopted the Plan; and
WHEREAS, the
Company may amend the Plan from time to time without the consent of
Participants (as defined in the Plan); and
WHEREAS, the
Company desires to amend the Plan for the purposes of complying
with Section 409A of the Internal Revenue Code and to make
other technical changes.
NOW, THEREFORE,
the Company hereby amends the Plan as follows:
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1.
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Section 2(a) of the Plan is
amended by substituting “Section 424(e) and (f)”
for “Section 424(c) and (f)” where it appears in
Section 2(a).
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2.
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Section 2(j) of the Plan is
hereby deleted in its entirety and is replaced with the
following:
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(j) “Company”
shall mean Camco Financial Corporation.
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3.
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The
last sentence of Section 7(b) of the Plan is hereby deleted in its
entirety and is replaced with the following
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