OHIO LEGACY CORP. INCENTIVE STOCK OPTION AWARD AGREEMENT
Exhibit
10.1
OHIO
LEGACY CORP.
2010
EQUITY AND CASH INCENTIVE PLAN
Ohio
Legacy Corp. (the “Company”) hereby grants the undersigned Participant an
Incentive Stock Option (“Option”) to purchase Shares, subject to the terms and
conditions described in the Ohio Legacy Corp. 2010 Equity and Cash
Incentive Plan (the “Plan”) and this Incentive Stock Option Award Agreement
(this “Award Agreement”). The Option is intended to qualify as an
“incentive stock option” under Section 422 of the Code. If for any
reason the Option does not qualify as an incentive stock option, then, to the
extent it does not so qualify, the option will be treated as a Nonqualified
Stock Option.
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1.
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Name of
Participant:
______________________________________
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2.
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Grant Date:
_______________________________ (the “Grant
Date”)
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3.
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Number of Shares Subject to
the Option:
_______________________
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4.
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Exercise Price Per
Share:
___________________________________
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5.
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Vesting: Provided that
the Participant has not terminated prior to such date, the Option will
vest and become exercisable as to:
_______________________________________________________________________________
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6.
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Exercise:
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(a)
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In
General. The vested portion of the Option may be
exercised at any time prior to the tenth anniversary of the Grant Date
(the “Expiration Date”) except: (i) as provided in Section 6(b); or (ii)
to the extent that the Compensation Committee of the Company’s
Board of Directors (“Committee”) determines otherwise in connection with a
Change in Control.
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(b)
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Effect of
Termination. If the Participant’s employment terminates
prior to the Expiration Date, the Option will remain exercisable or be
canceled and forfeited, as applicable, as described
below:
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(i)
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Termination – Other
Than for Cause. If the Participant Terminates (other
than for Cause): (A) the unvested portion of the Option will be
canceled and forfeited on the termination date; and (B) the vested portion
of the Option may be exercised at any time before the Expiration Date;
provided, however, that if the Option is not exercised within three months
following the date of termination, it will be treated as a Nonqualified
Stock Option.
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(ii)
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Death or
Disability. If the Participant terminates due to death
or Disability: (A) the unvested portion of the Option will be
canceled and forfeited on the termination date; and (B) the vested portion
of the Option may be exercised at any time before the earlier of the
Expiration Date or the first anniversary of the termination
date.
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(iii)
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Termination for
Cause. If the Participant is terminated for Cause, the
Option (whether or not then exercisable) will be canceled and forfeited on
the termination date.
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(c)
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Procedure. In
order to exercise the Option, the Participant must: (i) complete an
Incentive Stock Option Exercise Form in a form provided by the Committee;
(ii) deliver a copy of the completed Incentive Stock Option Exercise Form
to ▇▇▇▇ ▇▇▇▇, Ohio Legacy Corp., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇; and (iii) pay the Exercise Price for each Share being purchased in
accordance with Section 6(d), below. The Option may be exercised with
respect to whole Shares only. Any fractional Shares will be
settled in cash.
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(d)
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Payment of Exercise
Price. The Participant may pay the Exercise Price for
each Share being purchased upon the exercise of the Option: (i) in cash or
its equivalent; (ii) by tendering whole Shares owned by the Participant
for at least six months before the Option is exercised (or such other
period required to obtain favorable accounting treatment and to comply
with Section 16 of the Act); (iii) by a cashless exercise (including by
withholding Shares delivered upon exercise and through a broker-assisted
arrangement, to the extent permitted by applicable law); (iv) by any
combination of the methods described in clauses (i), (ii) or (iii); or (v)
through any other method approved by the Committee in its sole
discretion.
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(e)
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Delivery of
Shares. As soon as practicable after receipt of the
Incentive Stock Option Exercise Form and full payment of the aggregate
Exercise Price, the Company will cause the appropriate number of Shares to
be delivered to the Participant.
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7.
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Change in Control: In the event of a
Change in Control, Article XII of the Plan shall apply with respect to the
outstanding and unexercised portion of the Option; provided, however, that
if the Committee elects to: (a) cancel the outstanding and unexercised
portion of the Option in connection with the Change in Control, the
Participant shall be entitled to receive a cash payment equal to the
excess, if any, of the value of the consideration to be paid in the Change
in Control to holders of the same number of Shares as the number of Shares
underlying the Option being cancelled (or, if no consideration is paid in
the Change in Control, the Fair Market Value of the Shares underlying the
Option being canceled) over the aggregate Exercise Price of the Option
being canceled; or (b) cause a substitute award to be issued with respect
to the outstanding and unexercised portion of the Option in connection
with the Change in Control, the substitute award shall substantially
preserve the value, rights and benefits of the Option being
substituted.
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8.
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Restrictive
Covenants:
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(a)
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In
consideration for the grant of the Option, the Participant hereby
covenants and agrees that the Participant shall not, during the
Participant’s service with the Company and for a period of one year
thereafter, directly or indirectly, or in concert with any other person,
corporation, partnership, proprietorship or other business
enterprise:
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(i)
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Call
upon or solicit, either for the Participant or for any other person or
firm that engages in competition with any business operation of the kind
actively conducted by the Company or any current or future Affiliate, any
customer with whom the Company or any current or future Affiliate directly
conducts business, any referral source of the Company or any current or
future Affiliate (including, solely by way of example, intermediaries and
corporations that purchase directly from the Employer or any current or
future Affiliate);
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(ii)
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Interfere
with any relationship, contractual or otherwise, between the Employer or
any current or future Affiliate, any customer with whom the Employer or
any current or future Affiliate directly conducts business, or any
referral source of the Employer of any current or future Affiliate;
or
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(iii)
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Induce
any person who is or was during any of the preceding 12 months an
employee, officer or agent of the Employer or any current or future
Affiliate to terminate said
relationship.
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(b)
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In
the event that any covenants set forth in this Section 8 shall be
determined by a court of competent jurisdiction to be unenforceable
because it extends over too great a period of time, or for any other
reason, such covenant shall be interpreted to extend only over the maximum
period of other restrictions to which they may be
enforceable.
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(c)
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The
covenants set forth in this Section 8 shall remain in effect regardless of
whether the Participant exercises the Option in whole or in
part.
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(d)
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The
Participant acknowledges that a breach of the covenant set forth in this
Section 8 may cause irreparable damage to the Company and its Affiliates,
the extent of which may be difficult to ascertain, and that the award of
damages may not be adequate relief. The Participant agrees
that, in the event of a breach or threatened breach of the covenants
contained in this Section 8, the Company may institute an action to compel
the specific performance of such covenants, and that such remedy shall be
cumulative, not exclusive, and shall be in addition to any other available
remedies.
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9.
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Mandatory Notice of
Disqualifying Disposition: Without limiting any other
provision herein, if the Participant disposes (whether by sale, exchange,
gift or otherwise) of any of the Shares acquired pursuant to the exercise
of the Option within two years of the Grant Date or within one year after
the transfer of such Shares to the Participant, the Participant must
notify the Company of such disposition in writing 30 days from the date of
such disposition. Such written notice will state the principal
terms of such disposition and the type and amount of consideration
received for such Shares by the Participant in connection with such
disposition.
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10.
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Other Terms and
Conditions:
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(a)
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Rights Before the
Option Is Exercised. The Participant will have no rights
as a shareholder with respect to the Shares underlying the Option,
including, without limitation, any right to vote or receive any dividends
associated with the Shares underlying the Option, until the Participant
becomes the record owner of the Shares acquired upon exercise of the
Option.
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(b)
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Beneficiary
Designation. The Participant
may name a beneficiary or beneficiaries to receive or exercise any vested
portion of the Option that is unexercised at the Participant’s death by
completing a Beneficiary Designation Form in a form acceptable to the
Committee. The Beneficiary Designation Form does not need to be completed
now and is not required to be completed as a condition of exercising the
Option. However, if the Participant dies without completing a
Beneficiary Designation Form or if the Participant does not complete the
form correctly, the Participant’s beneficiary will be the Participant’s
surviving spouse or, if the Participant does not have a surviving spouse,
the Participant’s estate.
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(c)
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Transferring the
Option. Except to the extent the Committee permits
otherwise, the Option may not be sold, transferred, pledged, assigned or
otherwise alienated or hypothecated, except by will or the laws of descent
and distribution. However, as described in Section 10(b), the
Participant may designate a beneficiary to exercise the Option if the
Participant dies before the Option
expires.
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(d)
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Governing
Law. This Award Agreement will be construed in
accordance with, and governed by the laws (other than laws governing
conflicts of laws) of, the State of
Ohio.
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(e)
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Option Subject to
Plan. The Option is subject to the terms and conditions described
in this Award Agreement and the Plan, which is incorporated by reference
into and made a part of this Award Agreement. In the event of a
conflict between the terms of the Plan and the terms of this Award
Agreement, the terms of the Plan will govern. The Committee has the sole
responsibility of interpreting the Plan and this Award Agreement, and its
determination of the meaning of any provision in the Plan or this Award
Agreement will be binding on the Participant. Capitalized terms that are
not defined in this Award Agreement have the same meanings as in the
Plan.
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(f)
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Signature in
Counterparts. This Award Agreement may be signed in
counterparts, each of which will be deemed an original, but all of which
will constitute one and the same
instrument.
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PARTICIPANT
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Date:
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Signature
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Print
Name
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OHIO
LEGACY CORP.
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By:
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Date:
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[Insert
name and title]
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