Provident Financial Group, INC.
1997
Stock Option Plan
As Amended Through December 19, 2002
Article 1
OBJECTIVES
Provident Financial Group, Inc. ("Provident") has established this Stock Option Plan effective March 31,
1997, as an incentive to the attraction and retention of dedicated and loyal employees of outstanding ability, to
stimulate the efforts of such persons in meeting Provident's objectives and to encourage ownership of Provident
Common Stock by employees.
Article 2
DEFINITIONS
2.1 For purposes of the Plan, the following terms shall have the definition which is attributed to them,
unless another definition is clearly indicated by a particular usage and context.
A. "Code" means the Internal Revenue Code of 1986.
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B. "Date of Exercise" means the date on which Provident has received a written notice of exercise of an
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Option, in such form as is acceptable to the Committee, and full payment of the purchase price or a copy of
irrevocable directions to a broker-dealer to deliver the Option Price to Provident pursuant to Section 7.2 hereof.
C. "Date of Grant" means the date on which the Committee makes an award of an Option.
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D. "Eligible Employee" means any individual who performs services for Provident and is treated as an
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Employee for federal income tax purposes.
E. "Effective Date" means March 31, 1997.
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F. "Fair Market Value" means the average of the closing bid and asked prices for a Share reported on any
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stock exchange or over-the-counter trading system on which Shares are trading on the last trading date prior to a
specified date.
G. "Incentive Stock Option" shall have the same meaning as given to that term by Section 422 of the Code.
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H. "Nonqualified Stock Option" means any Option granted under the Plan which is not considered an Incentive
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Stock Option.
I. "Option" means the right to purchase a stated number of Shares at a specified price. The option may be
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granted to an Eligible Employee subject to the terms of this Plan, and such other conditions and restrictions as
the Committee deems appropriate. Each Option shall be designated by the Committee to be either an Incentive
Stock Option or a Nonqualified Stock Option.
J. "Option Price" means the purchase price per Share subject to an Option and shall be fixed by the
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Committee, but shall not be less than 95% of the Fair Market Value of a Share on the Date of Grant in the case of
a Nonqualified Stock Option or less than 100% of the Fair Market Value of a Share on the Date of Grant in the
case of an Incentive Stock Option.
K. "Permanent and Total Disability" shall mean any medically determinable physical or mental impairment
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rendering an individual unable to engage in any substantial gainful activity, which disability can be expected to
result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.
L. "Plan" means this 1997 Option Plan as it may be amended.
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M. "Provident" means Provident Financial Group, Inc. and any subsidiary of Provident, as the term
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"subsidiary" is defined in Section 424(f) of the Code.
N. "Share" means one share of the Common Stock of Provident.
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Article 3
ADMINISTRATION
3.1 The Plan shall be administered by a committee designated by the Board of Directors of Provident. The
Committee shall be comprised of three or more directors each of whom shall be (i) a "Non-Employee Director" as
defined in Rule 16b-3 of the Securities and Exchange Act of 1934 (the "Act") and (ii) an "outside director" to
the extent required by Section 162(m) of the Code ("Section 162(m)"), as such Rule and Section may be amended,
superseded or interpreted hereafter. Notwithstanding the foregoing, to the extent Ohio law permits, the
Committee may be comprised of two or more such directors.
3.2 Except as specifically limited by the provisions of the Plan, the Committee in its discretion shall have
the authority to:
A. Grant Options on such terms and conditions consistent with this Plan as the Committee shall determine;
B. Interpret the provisions of the Plan and decide all questions of fact arising in its application; and
C. Prescribe such rules and procedures for Plan administration as from time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the Committee with respect to the application
or administration of this Plan shall be final and binding upon all persons, and need not be uniform with respect
to its determination of recipients, amount, timing, form, terms or provisions of Options.
3.4 No member of the Committee shall be liable for any action or determination taken or made in good faith
with respect to the Plan or any Option granted hereunder, and to the extent permitted by law, all members shall
be indemnified by Provident for any liability and expenses which may occur from any claim or cause of action.
Article 4
SHARES SUBJECT TO PLAN
4.1 The number of Shares that may be made subject to Options granted under the Plan is 7,000,000. Except as
provided in Section 4.2, upon lapse or termination of any Option for any reason without being completely
exercised, the Shares which were subject to such Option may again be subject to other Options.
4.2 The maximum number of Shares with respect to which options may be granted to any employee during each
fiscal year of Provident is 500,000. If an Option is canceled, it continues to be counted against the maximum
number of Shares for which Options may be granted to an employee. If an Option is repriced, the transaction is
treated as a cancellation of the Option and a grant of a new Option.
Article 5
GRANTING OF OPTIONS
The Committee may, from time to time, prior to March 31, 2007, grant Options to Eligible Employees on
such terms and conditions as the Committee may determine. More than one Option may be granted to the same
Eligible Employee.
Article 6
TERMS OF OPTIONS
6.1 Subject to specific provisions relating to Incentive Stock Options set forth in Article 9, each Option
shall be for a term of from one to ten years from the Date of Grant and may not be exercised during the first
twelve months of the term of said Option. Commencing on the first anniversary of the Date of Grant of an Option,
the Option may be exercised for 20% of the total Shares covered by the Option with an additional 20% of the total
Shares covered by the Option becoming exercisable on each succeeding anniversary until the Option is exercisable
to its full extent. This right of exercise shall be cumulative and shall be exercisable in whole or in part.
The Committee may establish a different exercise schedule and impose other conditions upon exercise for any
particular Option or groups of Options. The Committee in its sole discretion may permit particular holders of
Options to exercise an Option to a greater extent than provided in such Option.
6.2 [Intentionally Left Blank]
6.3 In the event of the dissolution or liquidation of Provident or any merger, other than a merger for the
purpose of the redomestication of Provident not involving a change in control, consolidation, exchange or other
transaction in which Provident is not the surviving corporation or in which the outstanding Shares of Provident
are converted into cash, other securities or other property, each outstanding Option shall automatically become
fully vested and fully exercisable immediately prior to such event. Thereafter the holder of each such Option
shall, upon exercise of the Option, receive, in lieu of the stock or other securities and property receivable
upon exercise of the Option prior to such transaction, the stock or other securities or property to which such
holder would have been entitled upon consummation of such transaction if such holder had exercised such Option
immediately prior to such transaction.
6.4 Nothing contained in this Plan or in any Option granted pursuant to it shall confer upon any employee
any right to continue in the employ of Provident or to interfere in any way with the right of Provident to
terminate employment at any time. So long as a holder of an Option shall continue to be an employee of
Provident, the Option shall not be affected by any change of the employee's duties or position.
Article 7
EXERCISE OF OPTIONS
7.1 Any person entitled to exercise an Option in whole or in part, may do so by delivering a written notice
of exercise to Provident, Attention Corporate Secretary, at its principal office. The written notice shall
specify the number of Shares for which an Option is being exercised and the grant date of the option being
exercised and shall be accompanied by full payment of the Option Price for the Shares being purchased and any
withholding taxes.
7.2 An Option may also be exercised by delivering a written notice of exercise to Provident, Attention
Corporate Secretary, accompanied by irrevocable instructions to deliver shares to a broker-dealer and a copy of
irrevocable instructions to the broker-dealer to deliver the Option Price and any withholding taxes to Provident.
Article 8
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, Payment of the Option Price and any withholding taxes may be
made in cash, by the tender of Shares, or both. Shares tendered shall be valued at their Fair Market Value.
Article 9
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
9.1 The Committee in its discretion may designate whether an Option is to be an Incentive Stock Option or a
Nonqualified Stock Option. The Committee may grant both an Incentive Stock Option and a Nonqualified Stock
Option to the same individual. However, where both an Incentive Stock Option and a Nonqualified Stock Option are
awarded at one time, such Options shall be deemed to have been awarded in separate grants, shall be clearly
identified, and in no event will the exercise of one such Option affect the right to exercise the other such
Option.
9.2 Any option designated by the Committee as an Incentive Stock Option will be subject to the general
provisions applicable to all Options granted under the Plan plus the following specific provisions:
A. At the time the Incentive Stock Option is granted, if the Eligible Employee owns, directly or
indirectly, stock representing more than 10% of (i) the total combined voting power of all classes of stock of
Provident, or (ii) a corporation that owns 50% or more of the total combined voting power of all classes of stock
of Provident, then:
(i) The Option Price must equal at least 110% of the Fair Market Value on the Date of Grant; and
(ii) The term of the Option shall not be greater than five years from the Date of Grant.
B. The aggregate Fair Market Value of Shares (determined at the Date of Grant) with respect to which
Incentive Stock Options are exercisable by an Eligible Employee for the first time during any calendar year under
this Plan or any other plan maintained by Provident shall not exceed $100,000.
9.3 If any Option is not granted, exercised, or held pursuant to the provisions noted immediately above, it
will be considered to be a Nonqualified Stock Option to the extent that the grant is in conflict with these
restrictions.
Article 10
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an Option has been granted, such Option is not
transferable voluntarily or by operation of law and may be exercised only by such individual. Upon the death of
an Eligible Employee to whom an Option has been granted, the Option may be transferred to the beneficiaries or
heirs of the holder of the Option by will or by the laws of descent and distribution.
Notwithstanding the above, the Committee may, with respect to particular Nonqualified Options, establish
or modify the terms of the Option to allow the Option to be transferred at the request of the grantee of the
Option to trusts established by the grantee or as to which the grantee is a grantor or to family members of the
grantee or otherwise for personal and tax planning purposes of the grantee. If the Committee allows such
transfer, such Options shall not be exercisable for a period of six months following the action of the Committee.
Article 11
TERMINATION OF OPTIONS
11.1 An Option will terminate as follows:
A. Upon exercise or expiration by its terms.
B. If the grantee of an Option dies or becomes subject to a Permanent and Total Disability while employed
by Provident or within ninety (90) days after termination of employment for any reason, such Option may be
exercised at any time within one year after the date of termination of employment. Options may be exercised by
that person's estate or guardian or by those persons to whom the Option may have been transferred pursuant to
Article 10 hereof.
C. If the grantee of a Nonqualified Option terminates employment with Provident through retirement, such
Option may be exercised at any time within two years after the date of termination of employment, provided the
grantee has been employed by Provident for at least 10 full years, and if the grantee has been employed by
Provident for less than 10 full years, such Option may be exercised at any time within one year after the date of
termination.
D. If the grantee of an Option is terminated from employment with Provident for cause, such Option shall
terminate immediately. "Cause" shall include, without limitation, the use of illegal drugs, the commission of a
criminal act, or willful violations of Provident's policy prohibiting employees from disposing of Shares for
personal gain based on knowledge of Provident's activities or results when such information is not available to
the general public.
E. In all other cases, upon termination of employment of the grantee with Provident, the then-exercisable
portion of any Option will terminate on the 45th day after the date of termination. The portion not exercisable
will terminate on the date of termination of employment. For purposes of the Plan, a leave of absence approved
by Provident shall not be deemed to be termination of employment.
11.2 The Committee, in its discretion, may as to any particular outstanding Nonqualified Stock Option or upon
the grant of any Nonqualified Stock Option, establish terms and conditions which are different from those
otherwise contained in this Article 11, by, without limitation, providing that upon termination of employment for
any designated reason, vesting may occur in whole or in part at such time and that such Option may be exercised
for any period during the remaining term of the Option, not to exceed three years from the termination of
employment.
11.3 Except as provided in Article 12 hereof, in no event will the continuation of the term of an Option
beyond the date of termination of employment allow the grantee, or his beneficiaries, heirs or assigns, to accrue
additional rights under the Plan, or to purchase more Shares through the exercise of an Option than could have
been purchased on the day that employment was terminated. In addition, notwithstanding anything contained
herein, no option may be exercised in any event after the expiration of ten years from the date of grant of such
option.
Article 12
ADJUSTMENTS TO SHARES AND OPTION PRICE
12.1 In the event of changes in the outstanding Common Stock of Provident as a result of stock dividends,
stock splits, reclassifications, reorganizations, redesignations, mergers, consolidations, recapitalizations,
combinations or exchanges of Shares, or other such changes, the number and class of Shares for all purposes
covered by the Plan and number and class of Shares and price per Share for each outstanding Option covered by the
Plan shall be appropriately adjusted by the Committee.
12.2 The Committee shall make appropriate adjustments in the Option Price to reflect any spin-off of assets,
extraordinary dividends or other distributions to shareholders.
Article 13
OPTION AGREEMENTS
13.1 All Options granted under the Plan shall be evidenced by a written agreement in such form or forms as
the Committee in its sole discretion may determine.
13.2 Each optionee, by acceptance of an Option under this Plan, shall be deemed to have consented to be
bound, on the optionee's own behalf and on behalf of the optionee's heirs, assigns and legal representatives, by
all terms and conditions of this Plan.
Article 14
AMENDMENT OR TERMINATION OF PLAN
14.1 The Board of Directors of Provident may at any time amend, suspend, or terminate the Plan; provided,
however, that no amendments by the Board of Directors of Provident shall, without further approval of the
shareholders of Provident:
A. Change the definition of Eligible Employees;
B. Except as provided in Articles 4 and 12 hereof, increase the number of Shares which may be subject to
Options granted under the Plan; or increase the maximum number of Shares with respect to which Options may be
granted to any eligible Employee of Provident during any fiscal year;
C. Cause the Plan or any Option granted under the Plan to fail to be excluded from the $1 million deduction
limitation imposed by Section 162(m) of the Code; or
D. Cause any Option granted as an Incentive Stock Option to fail to qualify as an "Incentive Stock Option"
as defined by Section 422 of the Code.
14.2 No amendment or termination of the Plan shall alter or impair any Option granted under the Plan without
the consent of the holder thereof.
14.3 This Plan shall continue in effect until the expiration of all Options granted under the Plan unless
terminated earlier in accordance with this Article 14; provided, however, that it shall otherwise terminate and
no options shall be granted ten years after the Effective Date.
Article 15
EFFECTIVE DATE
This Plan shall become effective on March 31, 1997, having been adopted by the Board of Directors of
Provident on such date, subject to approval by shareholders by December 31, 1997.
Article 16
MISCELLANEOUS
16.1 Nothing contained in this Plan or in any action taken by the Board of Directors or shareholders of
Provident shall constitute the granting of an Option. An Option shall be granted only at such time as a written
Option Certificate shall have been delivered to the respective employee following granting by the Committee
pursuant to Article 5.
16.2 Certificates for Shares purchased through exercise of Options will be issued in regular course after
exercise of the Option and payment therefor as called for by the terms of the Option but in no event shall
Provident be obligated to issue certificates more often than once each quarter of each fiscal year. No persons
holding an Option or entitled to exercise an Option granted under this Plan shall have any rights or privileges
of a shareholder of Provident with respect to any Shares issuable upon exercise of such Option until certificates
representing such Shares shall have been issued and delivered. No Shares shall be issued and delivered upon
exercise of an Option unless and until Provident, in the opinion of its counsel, has complied with all applicable
registration requirements of the Securities Act of 1933 and any applicable state securities laws and with any
applicable listing requirements of any national securities exchange on which Provident securities may then be
listed as well as any other requirements of law.
