STOCK OPTION AWARD
AGREEMENT
(Non-Qualified Stock
Option)
This AGREEMENT is
made to be effective as of January 23, 2009, by and between
Camco Financial Corporation (the “COMPANY”), and James
E. Huston (the “OPTIONEE”).
WHEREAS, the Board
of Directors of the COMPANY has determined to retain the services
of the OPTIONEE as the President and Chief Executive Officer of the
COMPANY and its subsidiary, Advantage Bank (the
“BANK”);
WHEREAS, as a
material inducement to the OPTIONEE’s entering into
employment with the COMPANY and the BANK and to more closely align
the OPTIONEE’s interests with those of the shareholders of
the COMPANY, the COMPANY wishes to award an option to purchase
shares of the COMPANY to the OPTIONEE; and
WHEREAS, the Board
of Directors of the COMPANY has determined to award to the OPTIONEE
an option to purchase 75,000 shares of common stock of the COMPANY
(the “COMMON SHARES”);
NOW, THEREFORE, in
consideration of the above premises and intending to be legally
bound by this AGREEMENT, the parties hereto agree to the
following:
1. Grant
of Option . The COMPANY hereby grants to the OPTIONEE an option
to purchase 75,000 COMMON SHARES (the “OPTION”). The
OPTION is not intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as
amended (the “CODE”). The COMMON SHARES to be issued
upon the exercise of the OPTION may be either authorized and
unissued shares or issued shares that have been reacquired by the
COMPANY. No fractional shares shall be issued pursuant to this
AGREEMENT.
2. Terms
and Conditions of the OPTION .
(A)
OPTION Price . The purchase price (the “OPTION
PRICE”) to be paid by the OPTIONEE to the COMPANY upon the
exercise of the OPTION shall be $2.50 per share, being 100% of the
fair market value of a COMMON SHARE on January 23, 2009, as
determined by the closing price of a COMMON SHARE on the NASDAQ
Global Market on this date.
(B)
Exercise of the OPTION . Subject to the other provisions of
this AGREEMENT, the OPTION is immediately exercisable. The OPTION
shall remain exercisable until the date of expiration of the OPTION
term.
The
OPTION may be exercised to purchase less than the total number of
COMMON SHARES subject to the OPTION and exercisable at any time and
from time to time. The OPTION may not be exercised unless the
COMMON SHARES issued upon such exercise are first registered
pursuant to any applicable federal and state laws or regulations
or, in the opinion of securities counsel to the COMPANY, are exempt
from such registration. Nothing contained in this AGREEMENT shall
be construed to require the COMPANY to take any action whatsoever
to make the OPTION exercisable or to make transferable any shares
issued upon the exercise of the OPTION.
(C)
OPTION Term . Subject to the right of the COMPANY to provide
for earlier termination in the event of any merger, acquisition or
consolidation involving the COMPANY, the OPTION shall in no event
be exercisable after the expiration of 10 years from the date
of this AGREEMENT.
(D)
Method of Exercise . The OPTION may be exercised by
delivering written notice of exercise to the COMPANY in care of its
Chief Financial Officer or its Chairman. The notice must state the
number of shares subject to the OPTION in respect of which it is
being exercised and must be accompanied by payment in full of the
OPTION PRICE in cash, unless the Board of Directors of the COMPANY
in its sole discretion permits payment of the OPTION PRICE in
COMMON SHARES already owned by the OPTIONEE, by the surrender of
outstanding awards of OPTIONS or by simultaneously exercising the
OPTION and selling COMMON SHARES thereby acquired and using the
proceeds from such sale as payment of the purchase price of such
COMMON SHARES.
(E)
Satisfaction of Taxes and Tax Withholding . The COMPANY or a
subsidiary shall be entitled, if the Board of Directors deems it
necessary or desirable, to withhold (or secure payment from the
OPTIONEE in lieu of withholding) the amount necessary to satisfy
any withholding or employment-related tax obligation attributable
to the exercise of the OPTION or otherwise incurred with respect to
the OPTION, and the COMPANY may defer delivery of any COMMON SHARES
pursuant to the exercise of the OPTION unless indemnified to its
satisfaction. The Board of Directors may, in its discretion and
subject to such rules as the Board of Directors may adopt, permit
the OPTIONEE to satisfy, in whole or in part, any withholding or
employment-related tax obligation which may arise in connection
with the grant, exercise or disposition of the OPTION by electing
to have the COMPANY withhold COMMON SHARES to be issued, or by
electing to deliver to the COMPANY COMMON SHARES already owned by
the OPTIONEE having a fair market value (as determined by the mean
between the bid and the asked prices of the COMMON SHARES on the
NASDAQ Capital Market, if the COMMON SHARES are then traded on such
market, or otherwise as determined by the Board of Directors if the
COMMON SHARES are not traded on such market at that time) equal to
the amount of such tax obligation.
3.
Non-Assignability of the OPTION . Once granted, the OPTION
shall not be
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