EXHIBIT 4.01
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CAMCO FINANCIAL CORPORATION
2002 EQUITY INCENTIVE PLAN
INTRODUCTION
The purpose of the Camco Financial Corporation 2002 Equity Incentive
Plan (the "Plan") is to promote and advance the interests of Camco Financial
Corporation ("Camco") the Company and its shareholders by enabling the Company
to attract, retain and reward Directors, and managerial and other employees of
the Company and any Subsidiary, and to strengthen the mutuality of interests
between such Directors and employees and the Company's shareholders, by
providing such persons with a proprietary interest in pursuing the long-term
growth, profitability and financial success of the Company.
ARTICLE I
DEFINITIONS
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For the purpose of this Plan, unless the context requires
otherwise, the following terms shall have the meanings indicated:
1.1 "Board" shall mean the Board of Directors of the Company.
1.2 "Change in Control" shall mean either:
(i) any person or entity obtains "conclusive control" of the
Company within the meaning of 12 C.F.R. Section 574.4(a) or
(ii) any person or entity obtains "rebuttable control" within the
meaning of 12 C.F.R. Section 574.4(b) and has not rebutted
control in accordance with 12 C.F.R. Section 574.4(e).
1.3 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto, together with rules, regulations and interpretations
promulgated thereunder.
1.4 "Common Stock" shall mean the common stock of the Company.
1.5 "Date of Grant" means the effective date on which an option or grant
is awarded to a Participant as set forth in the award agreement.
1.6 "Disability" shall mean the Participant suffering a sickness,
accident or injury which has been determined by the carrier of any individual or
group disability insurance policy covering the Participant, or by the Social
Security Administration, to be a disability rendering the Participant totally
and permanently disabled. The Participant must submit proof to the Company of
the carrier's or Social Security Administration's determination upon the request
of the Company.
1.7 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any successor statute.
1.8 "Fair Market Value" of Shares on any dates shall be determined for
all purposes of the Plan as follows:
i) If the Common Shares are traded on a national securities
exchange at the time of grant of the
Stock Option, then the Fair Market Value shall be the average
of the highest and the lowest selling price on such exchange
on the date such Stock Option is granted or, if there were no
sales on such date, then on the next prior business day on
which there was a sale;
ii) If the Common Shares are listed on The Nasdaq Stock Market, at
the time of the grant of the Stock Option, then the Fair
Market Value shall be the mean between the closing bid and
closing asked quotation with respect to a Common Share on such
date on The Nasdaq Stock Market;
iii) If the Common Shares are not traded on a national securities
exchange or quoted on The Nasdaq Stock Market, then the Fair
Market Value shall be as determined by the Committee.
1.9 "Incentive Stock Option" shall mean any stock option that is intended to be
and is specifically designated as an "incentive stock option" within the meaning
of Section 422 of the Code.
1.10 "Involuntary Termination" shall mean the Participant's employment with the
Company is terminated for reasons other than Voluntary Termination, death,
Disability, Change in Control or Cause.
1.11 "Nonqualified Stock Option" shall mean any stock option that is not an
Incentive Stock Option.
1.12 "Participant" shall mean an employee or Director of the Company or a
Subsidiary who is granted a Stock Option under the Plan. Notwithstanding the
foregoing, for the purposes of the granting of any Incentive Stock Option under
this Plan, the term "Participant' shall include only employees of the Company or
a Subsidiary.
1.13 "Plan" shall mean this Camco Financial Corporation 2002 Equity Incentive
Plan, as set forth herein and as it may be hereafter amended from time to time.
1.14 [Reserved].
1.15 "Retirement" shall mean any Voluntary Termination by a Participant,
pursuant to Article VII of this Plan, at or after age 65.
1.16 "Secretary" shall mean the corporate Secretary of the Company.
1.17 "Shares" shall mean shares of Common Stock.
1.18 "Stock Dividend" shall mean a dividend or other distribution declared on
the Shares of Common Stock payable in (i) capital stock of the Company or any
Subsidiary of the Company, or (ii) rights, options or warrants to receive or
purchase capital stock of the Company or any Subsidiary of the Company, or (iii)
securities convertible into or exchangeable for capital stock of the Company or
any Subsidiary of the Company, or (iv) any capital stock received upon the
exercise, or with respect to, the foregoing.
1.19 "Stock Option" shall mean a right to purchase Common Stock of the Company
granted to a Participant pursuant to the Plan.
1.20 "Subsidiary(ies)" shall mean any corporation or entity in which the Company
directly or indirectly controls 50% or more of the total voting power of all
classes of its stock having voting power, and includes, without limitation,
Advantage Bank, Camco Mortgage Corporation and Camco Title Insurance Agency,
Inc.
1.21 "Terminate (Termination of) Service (or Termination)" means the Participant
ceases to be an employee or director of the Company or any Subsidiary for any
reason whatsoever, voluntary or involuntary, other than by reason of an approved
leave of absence.
ARTICLE II
ADMINISTRATION
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Subject to the terms of this Article II, the Plan shall be
administered by the Compensation Committee (the "Committee") of the Board. Each
member of the Committee, at the time of his appointment to the Committee and
while he is a member thereof, must be a "disinterested person," as that term is
defined in Rule 16b-3 promulgated under the Exchange Act, and an "outside
director" under Section 162(m) of the Code.
Subject to the terms hereof, the Committee shall have exclusive
power to:
(a) Designate, from time to time, the particular employees or
Directors of the Company to whom Stock Options will be
granted;
(b) Designate the time or times when Stock Options will be
granted;
(c) Determine the number of Shares of Common Stock subject to
issuance pursuant to any Stock Option award, and all of the
terms, conditions, restriction limitations, if any, of an
award of Stock Options, including the time and conditions of
exercise or vesting;
(d) Accelerate the vesting of Stock Options or exercise of any
Stock Options when such actions would be in the best interests
of the Company;
(e) Interpret the Plan, prescribe, amend, and rescind any rules
and regulations necessary or appropriate for the
administration of the Plan; and
(f) Make such other determinations and take such other action as
it deems necessary or advisable in connection with the
foregoing.
The Committee shall have full authority and responsibility to
administer the Plan, including authority to interpret and construe any provision
of the Plan and the terms of any Stock Options issued under it and to adopt such
rules and regulations for administering the Plan as it may deem necessary.
Except as provided below, any interpretation, determination, or other action
made or taken by the Committee shall be final, binding, and conclusive on all
interested parties, including the Company and all Participants.
ARTICLE III
SHARES SUBJECT TO THE PLAN
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Subject to the provisions of Article XI of the Plan, the aggregate
number of Shares which may be issued to Participants under grants of Stock
Options made by the Committee under this Plan shall be 400,000. Shares to be
distributed and sold may be made available from either authorized but unissued
Common Stock or Common Stock held by the Company in its treasury. Shares that by
reason of the unexercised expiration or unexercised termination of a Stock
Option are no longer subject to purchase may be reoffered under the Plan.
ARTICLE IV
STOCK OPTIONS
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4.1 ELIGIBILITY. The Committee shall, from time to time, select the particular
employees and Directors of the Company and its Subsidiaries to whom the Stock
Options are to be granted and/or distributed in recognition of each such
Participant's contribution to the Company's or the Subsidiary's success.
4.2 GRANT OF STOCK OPTIONS. All grants of Stock Options under this Article IV
shall be awarded by the Committee. Each grant of Stock Options shall be
evidenced by a Stock Option agreement setting forth the total number of Shares
subject to the Stock Option, the option exercise price, the term of the Stock
Option, the vesting schedule, and such other terms and provisions as are
approved by the Committee, are not inconsistent with the Plan. In the case of an
Incentive Stock Option, the Stock Option agreement shall also include provisions
that may be necessary to assure that the option is an Incentive Stock Option
under the Code. The Company shall execute Stock Option agreements upon
instructions from the Committee.
4.3 EXERCISE PRICE. The exercise price for a Nonqualified Stock Option shall be
determined by the Committee and shall be an amount not less than the Fair Market
Value per share of the Common Stock on the Date of Grant. The exercise price for
an Incentive Stock Option shall be determined by the Committee and shall be an
amount not less than the Fair Market Value per share of the Common Stock on the
Date of Grant. The Committee shall determine the Fair Market Value of the Common
Stock on the Date of Grant. Notwithstanding anything to the contrary contained
in this Section 4.3, the exercise price of each Stock Option granted pursuant to
the Plan shall not be less than the par value per share of the Common Stock.
4.4 OPTION PERIOD. The option period will begin and terminate on the respective
dates specified by the Committee, but may not terminate later than ten years
from the Date of Grant. No Stock Option granted under the Plan may be exercised
at any time after the expiration of its option period. The Committee may provide
for the vesting and exercise of Stock Options in installments and upon such
terms, conditions and restrictions as it may determine. In addition to the
provisions contained elsewhere herein concerning automatic acceleration of
unvested installments of Stock Options, the Committee shall have the right to
accelerate the time at which any Stock Option granted to an employee shall
become vested, or exercisable.
4.5 VESTING. Stock Options granted pursuant to the Plan shall become exercisable
as follows: 20% of the award shall become immediately exercisable upon grant,
and 20% shall become exercisable on the first, second, third, fourth and fifth
respective anniversaries of the date of the grant, subject in each case to the
terms and conditions of Article VIII. The Board, in its sole discretion, may
amend the vesting schedule.
ARTICLE V
LIMITS ON INCENTIVE STOCK OPTIONS
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5.1 OPTION PERIOD AND EXERCISE PRICE. Notwithstanding the provisions of Section
5.4 hereof, if a Participant eligible to receive a grant of an Incentive Stock
Option under Section 422 of the Code (a "Participant") owns or is deemed to own
(by reason of the attribution rules of Section 424(d) of the Code) more than 10%
of the combined voting power of all classes of stock of the Company (or any
Subsidiary of the Company) and an Incentive Stock Option is granted to such
Participant, the option period term of such Incentive Stock Option (to the
extent required by the Code at the time of grant) shall be no more than five
years from the Date of Grant. In addition, the option price of any such
Incentive Stock Option granted to any such Participant owning more than
10% of the combined voting power of all classes of stock of the Company (or any
Subsidiary of the Company) shall be at least 110% of the Fair Market Value of
the Common Stock on the Date of Grant.
5.2 LIMITATION ON EXERCISES OF SHARES SUBJECT TO INCENTIVE STOCK OPTIONS. To the
extent required by the Code for Incentive Stock Options, the exercisability of
Incentive Stock Options granted under the Plan shall be subject to the $100,000
calendar year limit as set forth in Section 422(d) of the Code; to the extent
that any grant exceeds such $100,000 calendar year limit, the portion of such
granted Stock Option shall be deemed a Nonqualified Stock Option.
5.3 DISQUALIFYING DISPOSITION. If shares acquired upon exercise of an Incentive
Stock Option are disposed of by a Participant prior to the expiration of either
two years from the Date of Grant of such Stock Option or one year from the
transfer of Shares to such Participant pursuant to the exercise of such Stock
Option, or in any other disqualifying disposition within the meaning of Section
422 of the Code, such Participant shall notify the Company in writing of the
date and terms of such disposition. A disqualifying disposition by a Participant
shall not affect the status of any other Stock Option granted under the Plan as
an Incentive Stock Option within the meaning of Section 422 of the Code.
5.4 TERMINATION. Notwithstanding the provisions of Article VIII, the option
period of a Participant's Incentive Stock Options shall terminate no later than
ninety (90) days after termination of such Participant's employment with the
Company and its Subsidiaries; provided that if such employment terminates by
reason of the death or total and permanent disability (as defined in Section
22(e) of the Code) of the Participant, then the option period of such
Participant's Incentive Stock Options shall terminate no later than one year
after such termination by reason of death or disability.
ARTICLE VI
EXERCISE OF STOCK OPTIONS
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Full payment for Shares purchased upon exercise of a Stock Option shall
be made in cash or by the Participant's delivery to the Company of Shares of
Common Stock which have a Fair Market Value equal to the exercise price (or in
any combination of cash and Shares of Common Stock having an aggregate Fair
Market Value equal to the exercise price). No Shares may be issued until full
payment of the purchase price therefor has been made, and a Participant will
have none of the rights of a stockholder until Shares are issued to him. With
the prior written consent of the Committee, which consent may be withheld by the
Committee in its sole discretion, Shares covered by a Stock Option may be
purchased upon exercise, in whole or in part, in accordance with the applicable
Stock Option agreement, by authorizing a third party to sell the Shares (or a
sufficient portion thereof) acquired upon exercise of a Stock Option, and
assigning the delivery to the Company of a sufficient amount of the sale
proceeds to pay for all the Shares acquired through such exercise and any tax
withholding obligations resulting from such exercise.
ARTICLE VII
[Reserved]
ARTICLE VIII
TERMINATION OF EMPLOYMENT OR SERVICE
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Except as otherwise provided in Section 5.4 with respect to Incentive
Stock Options, a Participant's Stock Options may be vested and/or exercised as
follows in the event of such Participant's Death or disability, retirement,
voluntary termination or termination for Cause:
(a) DEATH. In the event of a Participant's death, all unvested
installments of Stock Options shall thereupon automatically be
accelerated and exercisable in full. The Stock Option may be exercised
for a period of twelve (12) months after the Participant's death, or
until expiration of the option period (if sooner), by the Participant's
estate or personal representative, or by the person who acquired the
right to exercise the Stock Option by bequest or inheritance or by
reason of the Participant's death.
(b) DISABILITY. In the event of a Participant's Termination of Service
as a result of total and permanent Disability, all unvested
installments of Stock Options shall thereupon automatically be
accelerated and exercisable in full if such Participant shall have
completed at least three (3) Years of Service on or prior to the
Termination of Service. The Stock Option may be exercised by the
Participant for a period of twelve (12) months after the Participant's
Termination of Service because of Disability, or until expiration of
the option period (if sooner).
(c) RETIREMENT. In the event of a Participant's Termination of Service
as the result of Retirement, all unvested installments of Stock Options
shall thereupon automatically be accelerated and exercisable in full if
such Participant shall have completed at least ten (10) years of
service (or five (5) years of service for Board members) on or prior to
the Termination of Service. The Stock Option may be exercised by the
Participant or his guardian or legal representative for a period of
twelve (12) months after, or until expiration of the option period (if
sooner).
(d) VOLUNTARY TERMINATION. In the event that a Participant terminates
employment voluntarily, the Stock Options may be exercised to the
extent such Stock Options were exercisable immediately prior to the
Termination of Service by the Participant for a period of six (6)
months after, or until expiration of the option period (if sooner).
(e) INVOLUNTARY TERMINATION. In the event that a Participant's
termination as a result of an Involuntary Termination, the Stock
Options may be exercised to the extent such Stock Options were
exercisable immediately prior to the Termination of Service by the
Participant for a period of three (3) months after, or until expiration
of the option period (if sooner).
(f) TERMINATION FOR CAUSE. In the event that a Participant's
termination is for Cause, no Stock Option shall be exercisable after
the date of termination.
(g) CHANGE IN CONTROL. In the event of a Change in Control, all Stock
Options shall be automatically accelerated and immediately exercisable.
Notwithstanding the foregoing, the Committee may impose more restrictive terms
for an individual grant of a Stock Option to a Participant under the Plan than
those contained in this Plan concerning any exercise of such Stock Option with
respect to any Termination of Service by such Participant.
ARTICLE IX
AMENDMENT OR DISCONTINUANCE
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Subject to the limitations set forth in this Article IX, the Board may
at any time, without the consent of the Participants, alter, amend, revise,
suspend, or discontinue the Plan in whole or in part; provided that no amendment
which requires stockholder approval in order for the Plan to continue to comply
with Rule 16b-3 under the Exchange Act, including any successor to such Rule,
shall be effective unless such amendment shall be approved by the requisite vote
of the stockholders of the Company entitled to vote thereon.
Subject to the foregoing, the Board shall have the power to amend the
Plan in any manner advisable in order for Stock Options granted under the Plan
to qualify for the exemption provided by Rule 16b-3 (or any successor rule
relating to exemption from Section 16(b) of the Exchange Act) or to qualify as
"performance-based" compensation under Section 162(m) of the Code (including
amendments as a result of changes to Rule 16b-3 or Section 162(m) or the
regulations thereunder to permit greater flexibility with respect to Stock
Options granted under the Plan), and any such amendment shall, to the extent
deemed necessary or advisable by the Committee, be applicable to any outstanding
Stock Options theretofore granted under the Plan, notwithstanding any contrary
provisions contained in any Stock Option agreement. In the event of any such
amendment to the Plan, the holder of any Stock Option outstanding under the Plan
shall, upon request of the Committee and as a condition to the exercisability
thereof, execute a conforming amendment in the form prescribed by the Committee
to any Stock Option agreement relating thereto within such reasonable time as
the Committee shall specify in such request. Notwithstanding anything contained
in this Plan to the contrary, unless required by law, no action contemplated or
permitted by this Article IX shall adversely affect any rights of Participants
or obligations of the Company to Participants with respect to any Stock Options
theretofore granted under the Plan without the consent of the affected
Participant.
ARTICLE X
EFFECT OF THE PLAN
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Neither the adoption of this Plan nor any action of the Board or the
Committee shall be deemed to give any employee or Director any right to be
granted a Stock Option to purchase or receive Common Stock of the Company or any
other rights except as may be evidenced by a Stock Option agreement, or any
amendment thereto, duly authorized by and executed on behalf of the Company and
then only to the extent of and upon the terms and conditions expressly set forth
therein.
ARTICLE XI
TERM
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The Plan shall be submitted to the Company's stockholders for their
approval. Unless sooner terminated by action of the Board, the Plan will
terminate on the 28th day of May 2012. Stock Options under the Plan may not be
granted after that date, but Stock Options granted before that date will
continue to be effective in accordance with their terms and conditions.
ARTICLE XII
CAPITAL ADJUSTMENTS
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If at any time while the Plan is in effect or unexercised Stock Options
is outstanding there shall be any increase or decrease in the number of issued
and outstanding Shares of Common Stock through the declaration of
a Stock Dividend or through any recapitalization resulting in a stock split-up,
combination, or exchange of Shares of Common Stock, then and in such event:
(a) An appropriate adjustment shall be made in the maximum number of
Shares of Common Stock then subject to being awarded under grants
pursuant to the Plan, to the end that the same proportion of the
Company's issued and outstanding Shares of Common Stock shall continue
to be subject to being so awarded;
(b) Appropriate adjustments shall be made in the number of Shares of
Common Stock and the exercise price per share thereof then subject to
purchase pursuant to each such Stock Option previously granted and
unexercised, to the end that the same proportion of the Company's
issued and outstanding Shares of Common Stock in each instance shall
remain subject to purchase at the same aggregate exercise price.
Any fractional Shares resulting from any adjustment made pursuant to
this Article XII shall be eliminated for the purposes of such adjustment. Except
as otherwise expressly provided herein, the issuance by the Company of Shares of
its capital stock of any class, or securities convertible into Shares of capital
stock of any class, either in connection with direct sale or upon the exercise
of rights or warrants to subscribe therefor, or upon conversion of Shares or
obligations of the Company convertible into such Shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number of or exercise price of Shares of Common Stock then subject to
outstanding Stock Options granted under the Plan.
ARTICLE XIII
CORPORATE REORGANIZATION
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In the event of a transaction involving (i) the liquidation or
dissolution of the Company, (ii) a merger or consolidation in which the Company
is not the surviving Company or (iii) the sale or disposition of all or
substantially all of the Company's assets, provision shall be made in connection
with such transfer for the assumption of Stock Options theretofore granted under
the Plan, or the substitution for such Stock Options of new equity of the
successor Company, with appropriate adjustment as to the number and kind of
Shares and the purchase price for Shares thereunder, or, in the discretion of
the Board, the Plan and the Stock Options issued hereunder shall terminate on
the effective date of such transaction and appropriate provision shall be made
for payment to the Participant of an amount in cash equal to the Fair Market
Value of a Share multiplied by the number of Shares subject to the Stock Options
(to the extent such Stock Options have not been exercised) less the exercise
price for such Stock Options (to the extent such Stock Options have not been
exercised).
ARTICLE XIV
MISCELLANEOUS PROVISIONS
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14.1 EXERCISE OF STOCK OPTIONS. Stock Options granted under the Plan may be
exercised during the option period, at such times and in such amounts, in
accordance with the terms and conditions and subject to such restrictions as are
set forth herein and in the applicable Stock Option agreements. Notwithstanding
anything to the contrary contained herein, Stock Options may not be exercised,
nor may Shares be issued pursuant to a Stock Option if any necessary listing of
the Shares on a stock exchange or any registration under state or federal
securities laws required under the circumstances has not been accomplished.
14.2 NON-ASSIGNABILITY. A Stock Option granted to a Participant may not be
transferred or assigned, other than (i) by will or the laws of descent and
distribution or (ii) pursuant to a qualified domestic relations order (as
defined in Section 401(a)(13) of the Code or Section 206(d)(3) of the Employee
Retirement Income Security Act of 1974, as amended), provided, that in the case
of an Incentive Stock Option, such transfer or assignment may occur only to the
extent it will not result in disqualifying such option as an Incentive Stock
Option under Section 422 of the Code, or any successor provision. Subject to the
foregoing, during a Participant's lifetime, Stock Options granted to a
Participant may be exercised only by the Participant or, provided the particular
Stock Option agreement so provides, by the Participant's guardian or legal
representative.
14.3 INVESTMENT INTENT. The Company may require that there be presented to and
filed with it by any Participant(s) under the Plan, such evidence as it may deem
necessary to establish that the Stock Options granted or the Shares of Common
Stock to be purchased or transferred are being acquired for investment and not
with a view to their distribution.
14.4 ALLOTMENT OF SHARES. The Committee shall determine the number of Shares of
Common Stock to be offered from time to time by grant of Stock Options to
Participants under the Plan. The grant of a Stock Option to a Participant shall
not, by itself, be deemed either to entitle the Participant to, or to disqualify
the Participant from, participation in any other grant of Stock Options under
the Plan.
14.5 NO RIGHT TO CONTINUE EMPLOYMENT. This Plan does not constitute a contract
of employment. Nothing in the Plan or in any Stock Option agreement confers upon
any employee the right to continue in the employ of the Company or interferes
with or restricts in any way the right of the Company to discharge any employee
at any time (subject to any contract rights of such employee).
14.6 STOCKHOLDERS' RIGHTS. The holder of a Stock Option shall have none of the
rights or privileges of a stockholder except with respect to Shares, which have
been actually issued.
14.7 INDEMNIFICATION OF BOARD AND COMMITTEE. No current or previous member of
the Board or the Committee, nor any officer or employee of the Company acting on
behalf of the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all such members of the Board or the Committee and each and any
officer or employee of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such individuals may be entitled under the Company's Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise.
14.8 DIVIDENDS AND DIVIDEND EQUIVALENTS. The Committee may provide that any
grants of Stock Options under the Plan may earn dividends or dividend
equivalents. Any crediting of dividends or dividend equivalents may be subject
to such restrictions and conditions as the Committee may establish, including
reinvestment in additional Shares or share equivalents.
14.9 GENDER AND NUMBER. Where the context permits, words in the masculine gender
shall include the feminine and neuter genders, the plural form of a word shall
include the singular form, and the singular form of a word shall include the
plural form.
14.10 GOVERNING LAW. The validity, interpretation and administration of the Plan
and any rules, regulations, determinations or decisions made thereunder and the
rights of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of Ohio.
14.11 OTHER APPLICABLE LAWS. The obligation of the Company to sell or deliver
Shares with respect to Stock Options granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable federal and
state securities laws, and the obtaining of all such approvals by governmental
agencies as may be deemed necessary or appropriate by the Board.
ARTICLE XV
EFFECTIVE DATE
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The effective date of the Plan shall be May 28, 2002, which is the
date on which it was approved by the Shareholders. The Plan will continue in
effect until the expiration of its term or until earlier terminated, amended, or
suspended in accordance with the terms hereof.