Camco Financial Corp Sample Contracts

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EXHIBIT 1
Stock Option Agreement • August 17th, 1999 • Camco Financial Corp • Savings institutions, not federally chartered • Indiana
EXHIBIT 10(iii) CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 15th, 2004 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
INTRODUCTION
Continuation Agreement • March 15th, 2004 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
EXHIBIT 10(vi) ADVANTAGE BANK EXECUTIVE DEFERRED COMPENSATION AGREEMENT
Deferred Compensation Agreement • March 15th, 2004 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
WITNESSETH:
Employment Agreement • March 16th, 2005 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
THE MERGER ----------
Camco Financial Corp • October 1st, 1999 • Savings institutions, not federally chartered
EXHIBIT 10.4
Incentive Stock Option Award Agreement • February 2nd, 2005 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
WITNESSETH:
Agreement of Merger and Plan of Reorganization • August 13th, 1999 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
1 Exhibit 2(b)
Stock Option Agreement • October 1st, 1999 • Camco Financial Corp • Savings institutions, not federally chartered • Indiana
WITNESSETH:
Agreement of Merger and Plan of Reorganization • August 5th, 1997 • Camco Financial Corp • Savings institutions, not federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER by and between CAMCO FINANCIAL CORPORATION and HUNTINGTON BANCSHARES INCORPORATED Dated as of October 9, 2013
Agreement and Plan of Merger • October 11th, 2013 • Camco Financial Corp • Savings institutions, not federally chartered • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 9, 2013 (this “Agreement”), by and between Huntington Bancshares Incorporated, a Maryland corporation (“Purchaser”), and Camco Financial Corporation, a Delaware corporation (“Company”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into as of the ___day of ___, 200_, by and between Camco Financial Corporation, a Delaware corporation (“Camco”), and ___(the “Employee”);

ADVANTAGE BANK SALARY CONTINUATION AGREEMENT
Salary Continuation Agreement • May 16th, 2012 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

This SALARY CONTINUATION AGREEMENT (this “Agreement”) is adopted this ___ day of ______, 200_, by and between Advantage Bank, a state-chartered commercial bank located in Cambridge, Ohio (the “Bank”), and (the “Executive”).

WARRANT AGREEMENT
Warrant Agreement • September 10th, 2012 • Camco Financial Corp • Savings institutions, not federally chartered • Delaware

This WARRANT AGREEMENT, dated as of this [—] day of [—], 2012, is entered into by and between Camco Financial Corporation, a Delaware corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Warrant Agent”).

SUBSCRIPTION/ESCROW AGENT AGREEMENT
Escrow Agent Agreement • September 10th, 2012 • Camco Financial Corp • Savings institutions, not federally chartered • New Jersey

THIS SUBSCRIPTION/ESCROW AGENT AGREEMENT (“Agreement”) between Camco Financial Corporation (the “Company”), and Registrar and Transfer Company, a New Jersey corporation (the “Agent”), is dated as of ___________, 2012.

INTRODUCTION
Ohio Agreement • March 16th, 2005 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 21st, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into as of the 14th day of January, 2009, by and between Camco Financial Corporation, a Delaware corporation (“Camco”), and James E. Brooks (the “Employee”);

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Mutual Consent and Release
Consent and Release • December 1st, 2008 • Camco Financial Corp • Savings institutions, not federally chartered

Whereas, First Place Financial Corp (“First Place”) and Camco Financial (“Camco”) have entered into an Agreement and Plan of Merger dated May 7, 2008;

Contract
Credit Agreement • November 8th, 2006 • Camco Financial Corp • Savings institutions, not federally chartered

THIS PURPOSE AND ABILITY LINE OF CREDIT AGREEMENT is made as of August 3, 2006 between CAMCO FINANCIAL CORPORATION, a Delaware corporation (the “Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association with an office located at 88 East Broad Street, Columbus, Ohio 43215 (the “Bank”). The Borrower and the Bank, intending to be legally bound, hereby agree as follows:

NONQUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE CAMCO FINANCIAL CORPORATION 2010 EQUITY PLAN
Nonqualified Stock Option Award Agreement • March 10th, 2011 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

THIS AGREEMENT is made to be effective as of the Grant Date set forth below by and between Camco Financial Corporation (the “Company”) and the Participant set forth below, pursuant to the Camco Financial Corporation 2010 Equity Plan (the “Plan”).

THE MERGER ----------
Camco Financial Corp • July 25th, 2001 • Savings institutions, not federally chartered
EMPLOYMENT AGREEMENT
Employment Agreement • January 7th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

THIS Employment Agreement (this “Agreement”) is entered into effective the 31st day of December, 2008 (the “Effective Date), by and among Camco Financial Corporation, a bank holding company incorporated under the laws of the State of Delaware (“Holding Company”), Advantage Bank, a bank incorporated under the laws of the State of Ohio and a wholly-owned subsidiary of Holding Company (“Advantage”), the principal office of which are located at 6901 Glenn Highway, Cambridge, Ohio, and James E. Huston (the “Executive”), an individual whose residential address is 5533 Stillwater Ave., Westerville, Ohio 43082.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Delaware

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made to be effective as of the 23rd day of January, 2009 (the “Effective Date”), by and between Camco Financial Corporation, a Delaware corporation (the “Company”), and James E. Huston, an individual and an employee of the Company (“Huston”).

FIRST AMENDMENT TO THE ADVANTAGE BANK SALARY CONTINUATION AGREEMENT DATED OCTOBER 10, 2002 FOR
Employment Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered

THIS FIRST AMENDMENT is adopted this ___day of , 200___, effective as of January 1, 2005, by and between ADVANTAGE BANK, a state-chartered savings bank located in Cambridge, Ohio (the “Company”), and (the “Executive”).

EXHIBIT 10
Purchase and Assumption Agreement • November 8th, 2004 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio
PERSONAL AND CONFIDENTIAL Mr. James E. Huston Chairman, President & CEO Camco Financial Corporation
Letter Agreement • July 17th, 2012 • Camco Financial Corp • Savings institutions, not federally chartered
STOCK OPTION AWARD AGREEMENT (Non-Qualified Stock Option)
Stock Option Award Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

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”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 30th, 2011 • Camco Financial Corp • Savings institutions, not federally chartered • Ohio

THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") is entered into as of the 25th day of March, 2011, by and between Camco Financial Corporation, a Delaware corporation ("Camco"), and John E. Kirksey (the "Employee");

SECOND AMENDMENT TO CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 18th, 2009 • Camco Financial Corp • Savings institutions, not federally chartered

THIS FIRST AMENDMENT to the Change of Control agreement dated as of November 14, 2008 (“Agreement”) by and between Camco Financial Corporation, a Delaware [corporation] (“Camco”), and (“Employee”).

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