EXHIBIT 10(z)
RURBAN FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
The purpose of the Rurban Financial Corp. Employee Stock Purchase Plan
(the "Plan") is to provide employees of Rurban Financial Corp. (the
"Company") and its subsidiaries with a convenient means by which they
may purchase common shares of the Company ("Common Shares") on the open
market.
2. ELIGIBILITY
All employees of the Company and its subsidiaries shall be eligible to
participate in the Plan as of the first day of the month coincident
with or immediately following the completion of three (3) months of
employment with the Company or one of its subsidiaries, and will be a
Participant as of that date. In order to participate in the Plan with
respect to a "Purchase Period" (as defined below), a completed
enrollment form must be submitted to the Company's Human Resources
Department no later than the tenth day of the month preceding the
Purchase Period for which a Participant elects to participate. For
purpose of the Plan, a "Purchase Period" shall mean a calendar month.
3. CONTRIBUTIONS
If a Participant elects to participate in the Plan, the Participant
shall authorize the Company to deduct from his or her compensation for
each payroll period during a Purchase Period the amount so elected on
the applicable enrollment form. The amount so elected as a payroll
deduction may not be less than $10.00 and must be in increments of
$10.00. All payroll deductions under the Plan shall be made on an
after-tax basis.
4. STOCK PURCHASES
All payroll deductions made under the Plan for a Purchase Period will
be forwarded by the Company to Registrar and Transfer Company (the
"Agent") on the first business day following the end of the Purchase
Period. When the Agent receives the payroll deductions, as soon as
practicable the Agent will purchase on the open market such number of
Common Shares as may be purchased with such payroll deductions.
Notwithstanding the preceding sentence, if the Agent determines in good
faith that it is not reasonably feasible to effectuate the purchases of
Common Shares on the same day it receives the payroll deductions from
the Company, the Agent shall complete such purchases on the next
business day. All buys will be conducted through open market
transactions through an unaffiliated, registered broker-dealer. In the
event the Agent purchases Common Shares for a Purchase Period in more
than one purchase price equal to the weighted average of the actual
purchase prices paid (exclusive of applicable
brokerage fees and expenses) for all such Common Shares. In addition,
the Agent will apply all cash dividends, if any, paid with respect to
Common Shares held in a Participant's Investment Account, as described
in Section 5, to the purchase on the open market of additional Common
Shares as soon as practicable after any such dividends are paid by the
Company and, in any event, within 30 days of such payment. In the event
the Agent purchases Common Shares with such cash dividends in more than
one purchase transaction, all such Common Shares shall be deemed to
have been purchased at a purchase price equal to the weighted average
of the actual purchase prices paid (exclusive of applicable brokerage
fees and expenses) for all such Common Shares.
5. INVESTMENT ACCOUNTS
The Agent will establish on behalf of each Participant participating in
the Plan an Investment Account to which shall be allocated the number
of whole and fractional Common Shares that are purchased with the
Participant's payroll deductions (and, as applicable, any cash
dividends paid with respect to Common Shares in such Investment
Account) under the Plan. The number of whole and fractional Common
Shares allocated to a Participant's Investment account for a Purchase
Period shall be equal to the total payroll deductions made by the
Participant for such Purchase Period (and, as the applicable, any cash
dividends paid with respect to Common Shares in such Investment
Account) divided by the purchase price per share for Common Shares
acquired during such Purchase Period, as determined above. Stock
certificates representing the Common Shares acquired under the Plan
shall be held by the Agent, as custodian under the Plan. Each
Participant shall receive, as soon as practicable after the end of each
quarter for which there is account activity, an Investment Account
Statement which will indicate the number of whole and fractional Common
Shares allocated to his or her Investment Account, the market value of
such Common Shares based on the closing price for such Common Shares on
the last day of such calendar month, as reported on the OTC-BB (or, if
on such day the Common Shares shall not have been traded on the OTC-BB,
the closing price as reported on the OTC-BB for the first day prior
thereto on which the Common Shares were traded), and such other
information regarding the Participant's Investment Account as the Agent
so determines. The Agent will forward to Participants a copy of each
proxy statement, annual report and other communication material
otherwise distributed by the Company to the holders of Common Shares.
Each Participant will have the right to vote with respect to all whole
Common Shares allocated to his or her Investment Account under the
Plan. Any such common Shares for which voting instructions are not
provided by Participants shall not be voted by either the Agent or the
Company. Certificates for any number of whole Common Shares credited to
a Participant's Investment Account will be issued at any time upon
written request of the Participant to the Agent. Certificates for
fractional Common Shares will not be issued under any circumstance.
6. CHANGING PAYROLL DEDUCTIONS AND WITHDRAWALS FROM THE PLAN
A Participant may elect to increase or decrease his or her payroll
deductions by completing a form, as prescribed by the Company, and
returning it to the Human
Resources Department no later than the tenth day of the month in order
to become effective as of the first payroll period in the following
month. A Participant may withdraw from the Plan by completing a form,
as prescribed by the Company, and returning it to the Human Resources
Department. Any such withdrawal shall become effective no earlier than
the date the required form is received by the Human Resources
Department. If a Participant withdraws from the Plan after the
commencement of a Purchase Period but prior to the date Common Shares
are purchased on his or her behalf for such Purchase Period, the
Company shall return to such Participant the payroll deductions, if
any, made for that Purchase Period. No interest shall be paid on any
such payroll deductions that are returned to a Participant. If a
Participant withdraws from the Plan, the Participant may elect to
receive a stock certificate representing the whole Common Shares held
in his or her Investment Account and cash representing the net proceeds
of the sale of any fractional Common Shares held in the Investment
Account. Alternatively, a Participant may elect to sell all whole and
fractional Common Shares held in his or her Investment Account and in
such event the Participant shall receive cash representing the net
proceeds (after deducting any applicable brokerage fees and expenses of
such sale). However, notwithstanding the foregoing, upon a
Participant's termination of employment with the Company and/or its
subsidiaries, the Participant shall receive a stock certificate
representing the whole Common Shares held in his or her Investment
Account and cash representing the net proceeds (after deducting any
applicable brokerage fees and expenses of the sale) of any fractional
Common Shares held in his or her Investment Account unless an election
has been made by the Participant to sell all such Common Shares, in
which event all whole and fractional Common Shares held in the
Participant's Investment Account shall be sold and he or she shall
receive cash representing the net proceeds (after deducting any
applicable brokerage fees and expenses of such sale). A Participant
requesting a sale of shares may not set sale price specifications nor
dictate the timing of such sales. If Common Shares are distributed from
the Plan, they shall be transferable by the Participant to the extent
consistent with applicable law, including any applicable federal and
state securities laws.
7. ADMINISTRATION OF THE PLAN
Except as otherwise provided herein, and subject to the terms hereof,
the Plan shall be administered by the Agent. However, notwithstanding
the general administrative responsibilities of the Agent under the
Plan, and subject to Section 12 hereof, the Company may (i) announce
the establishment of the Plan, (ii) hold meetings with employees to
explain the Plan and (iii) perform such other ministerial and
administrative functions as it deems appropriate. In addition, the
Company may make available to the Agent the names and addresses of
employees (the "Mailing List") for purposes of facilitating direct
communication between the Agent and employees for the Company and its
subsidiaries. The Agent may use the Mailing List solely for the purpose
of providing information to employees regarding the Plan.
8. AMENDMENT OR TERMINATION
The Company may, in its sole discretion, amend or termination the Plan
at any time; provided, however, any amendment which materially affects
the duties and responsibilities of the Agent shall not become effective
with respect to the Agent unless consented to in writing by the Agent.
9. EXPENSES
Except as provided in the following sentence, the Company shall pay all
administrative, brokerage, and custodian fees and expenses relating to
the Plan. Notwithstanding the preceding sentence, all brokerage fees
and expenses relating to the sale of Common Shares under the Plan on
behalf of Participants shall be borne by the Participants.
10. TAXES
Notwithstanding any other provisions of the Plan, the company shall be
authorized to deduct from any Common Shares purchased or from the
proceeds of any Common Shares sold under the Plan, or from such other
amounts payable by the Company to a Participant all federal, state,
local or other taxes required by law to be withheld with respect to
Common Shares purchased or sold under the Plan. Commissions are
considered income and shall be reported as such.
11. NO RIGHT TO CONTINUED EMPLOYMENT
Neither the Plan nor any right to purchase Common Shares under the Plan
shall confer upon any employee any right to a continuation of
employment by the Company or its subsidiaries. In addition, the Company
and its subsidiaries reserve the right to dismiss any employee or
otherwise deal with any employee to the same extent as though the Plan
had not been adopted.
12. CONSTRUCTION
It is intended that the Plan shall be construed and administered so as
to comply with applicable pronouncements of the Securities and Exchange
Commission such that neither the Plan nor any participation interests
thereunder would be required to be registered under applicable federal
securities law, and to otherwise comply with all other applicable
requirements of law.
13. GOVERNING LAW
The Plan shall be construed in accordance with and governed by the laws
of the State of Ohio.
14. EFFECTIVE DATE
The Plan shall become effective January 1, 1999.