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EXHIBIT 99.2
OPTION AGREEMENT
This OPTION AGREEMENT is entered into by and between_____________________ (the
"Optionee") and Emerald Financial Corp. (the Company") as of the date written
below.
RECITALS
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1. Pursuant to Emerald Financial Corp. 1994 Long-Term Incentive Plan (the
"Plan"), the Committee (as defined in the Plan) has granted to the Optionee a
Stock Option (as defined in the Plan) subject to the terms and conditions set
forth in the Plan, this Agreement, and the grant attached to this Agreement as
Exhibit A. A copy of the Plan, as currently in effect, is incorporated herein
by reference and is attached hereto.
2. The Optionee desires to accept the Grant and the Company desires to provide
any benefits that become payable pursuant to the Grant in accordance with the
terms of the Plan, this Agreement and the Grant.
NOW, THEREFORE, the Company and the Optionee agree to terms set forth below:
1. Any benefit provided to the Optionee (or any other person) pursuant
to the grant of the Stock Option to such Optionee shall be determined in
accordance with the terms of the Plan and the Grant, which are incorporated
into this Agreement by reference, except to the extent otherwise specifically
provided in this Agreement or any amendment to this Agreement.
2. The exercise of the Stock Option pursuant to the Grant is
conditioned upon the acceptance by the Optionee of the terms of the Plan, this
Agreement and the Grant, as evidenced by his execution of this Agreement in the
space provided below, and the return of an executed original of this Agreement
to the Secretary of the Company no later than February 9, 1994.
3. The Optionee and the Company may amend this Agreement in writing to
the extent permitted under the terms of the Plan.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on
this_________ day of , 199_.
EMERALD FINANCIAL CORP.
BY:____________________________
William A. Fraunfelder, Jr.
____________________________
OPTIONEE
Exhibit 99.2 Page 1
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EXHIBIT A
STOCK OPTION GRANT
Pursuant to the terms of Emerald Financial Corp. 1994 Long-Term Incentive Plan
(the "Plan"), the Committee hereby grants an option to purchase from the
Company the number of shares of Stock at the purchase price per share as set
forth below:
1. STOCK OPTION
Name of Optionee: ________________
Number of Shares covered by Option ________________
Option Price per Share ________________
Date of Grant ________________
Type of Option ________________
Incentive/Non-Qualified
Exercise Schedule:
Exercise Period
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Number of Shares Commencement Expiration
Subject to Option Date Date
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______,000 ______ ___, 199__ ___/___/___
Notwithstanding any other provision of this Grant, the option granted
hereunder shall be contingent upon the approval of the Plan by an affirmative
vote of the holders of stock having a majority of the voting power of all stock
represented at a meeting duly held in accordance with Ohio law.
2. DURATION OF STOCK OPTION
Except as otherwise set forth in Section 1, above, or in the Plan, the
option granted hereunder shall be exercisable while the Optionee remains in the
service of the Company, or any Subsidiary or Affiliate within a nine(9) year
period commencing on the first anniversary of the date the option is granted.
The duration and exercisability of the option granted hereunder upon separation
of service from the Company or any Subsidiary or Affiliate shall be governed by
the terms of the Plan.
Exhibit 99.2 Page 2
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3. EXERCISABILITY AND DISTRIBUTION
The Optionee shall exercise the option granted hereunder, in whole or
in part, by submitting a written statement to the Committee at the address of
the Company at the time of such exercise, setting forth the number of shares of
stock of the Company which the Optionee is purchasing. The date of exercise is
the date on which such written statement is received by the Company. Such
written statement shall be accompanied by a certified check in the amount of
the purchase price. The Committee shall determine within a reasonable period of
time of receipt of such written notice and certified check and in accordance
with the terms of the Plan, whether such exercise shall be satisfied by means
of a distribution of shares of stock and a cash payment equal to the spread
value or only by means of shares of stock. The Committee shall notify the
Optionee in writing of its decision with respect to satisfying the exercise of
the option granted hereunder, and shall take all action necessary to distribute
to the Optionee in a timely manner the cash payment and/or shares of stock.
4. CONDITION TO EXERCISABILITY
The exercise of the option granted hereunder is conditioned upon the
acceptance by the Optionee of the terms of the Plan, a Stock Option Agreement
and this grant, as evidenced by his execution and the return of the Stock
Option Agreement to the Secretary of the Company no later than ____________
____, 199___.
5. GENERAL
Unless specifically defined in this Grant, all terms initially
capitalized shall have the meaning assigned to them in the Plan.
IN WITNESS WHEREOF, the members of the Committee hereby execute this Stock
Option Grant on this ____th day of_________ , 199__.
___________________________
George P. Bohnert, Jr.
___________________________
William A. Fraunfelder, Jr.
____________________________
Glenn W. Goist
Exhibit 99.2 Page 3