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AWARD AGREEMENT
WHEREAS, Michele R. Souder (the "Employee") is employed by Cardinal
Realty Services, Inc. (the "Company");
WHEREAS, the Company has determined that it is in the best interest of
the Company to issue 740 shares of the Company's Common Stock, without par value
(the "Shares") in lieu of cash compensation to be paid to the Employee during
the Company's 1997 fiscal year;
WHEREAS, pursuant to the terms of this Award Agreement, the Company
grants to Employee the Shares subject to the terms, conditions, limitations and
restrictions hereinafter set forth.
1. Issuance of Shares. The Shares to be issued hereunder shall be
issued in lieu of cash compensation otherwise payable to Employee during the
Company's 1997 fiscal year and shall be earned ratably over the course of the
Company's 1997 fiscal year for so long as Employee is entitled to receive
regular payments of base compensation. Pursuant to Employee's written election,
the Shares to be issued hereunder will be issued for Employee's benefit to The
Provident Bank, a state chartered bank ("Trustee"), as trustee under the
Company's Executive Deferred Rabbi Trust Agreement ("Trust"). The Trustee will
hold the Shares pursuant to the provisions of the Trust and Employee's
beneficial ownership of the Shares shall be subject to the terms and provisions
of the Trust as well as the Company's Executive Deferred Compensation Plan dated
as of April 18, 1996. Once earned, the Shares shall be issued to Trustee for
Employee's benefit on a quarterly basis, promptly following the end of each
calendar quarter on account of the immediately preceding calendar quarter.
Accordingly, so long as Employee remains in the employ of Company for the entire
calendar quarter in question, Employee will be entitled to receive 185 Shares on
account of each calendar quarter during the Company's 1997 fiscal year. In the
event that Employee's employment with Company or any subsidiary of Company
terminates during the Company's 1997 fiscal year, then in such event Employee
shall be entitled to that number of Shares earned on a pro-rated basis during
the calendar quarter in which termination of employment occurs, determined by
multiplying the sum of 185 Shares by a fraction, the numerator of which will
equal the number of calendar days during which Employee remained in the employ
of the Company during such calendar quarter and the denominator of which will
equal the total number of calendar days comprising such calendar quarter.
2. Value of the Shares. The Shares to be issued hereunder shall be
valued at $20-5/8, the closing price on December 31, 1996.
3. Withholding Taxes. The Company shall have the right to withhold cash
compensation from Employee to provide for the federal, state, local or foreign
tax, if any, withholding obligations of the Company, in connection with the
issuance of the Shares.
4. Right to Terminate Employment. No provision of this Award Agreement
shall limit in any way whatsoever any right that the Company or a subsidiary may
otherwise have to terminate the employment of Employee at any time.
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5. Severability. In the event that one or more of the provisions of
this Award Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
6. Governing Law. This Award Agreement is made under, and shall be
construed in accordance with, the laws of the State of Ohio.
This Award Agreement is executed by the Company as of the 30th day of
June, 1997, so as to be effective as of the 1st day of January, 1997.
CARDINAL REALTY SERVICES, INC.
By: /s/ John B. Bartling, Jr.
-----------------------------
John B. Bartling, Jr.,
President and
Chief Executive Officer
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The undersigned Employee hereby acknowledges receipt of an executed
original of this Award Agreement and accepts the beneficial, deferred right to
receive the Shares covered hereby, subject to the terms and conditions
hereinabove set forth.
Employee acknowledges that she has been advised that the Shares covered
by this Agreement have not been registered under the Securities Act of 1933, as
amended, and agrees that she will not make any disposition of such Shares unless
either (a) such Shares have been registered under said Act or (b) an exemption
from the registration provisions of said Act is applicable to Employee's
proposed disposition of such Shares, as the case may be. Employee understands
that the certificates for such Shares may bear a legend substantially as
follows:
The shares evidenced by this Certificate have not been registered under
the Securities Act of 1933, as amended. Such shares may not be sold or
otherwise transferred until the same have been registered under said
Act or until the Company shall have received an opinion of legal
counsel or a copy of a letter from the staff of the Division of
Corporate Finance of the Securities and Exchange Commission, in either
case satisfactory to the Company, that such Shares may legally be sold
or otherwise transferred without such registration.
/s/ Michele R. Souder
---------------------------
MICHELE R. SOUDER
Date: June 30, 1997
Effective as of January 1, 1997
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