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Exhibit 10(19)
(As of 5/11/98)
CITIZENS BANCSHARES, INC.
1998 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
SECTION 1. PURPOSE
The purpose of this Citizens Bancshares, Inc. 1998 Stock Option Plan
for Nonemployee Directors ("Plan") is to increase the proprietary interest of
the Nonemployee Directors in the success of Citizens Bancshares, Inc.
("Corporation") and to enhance the Corporation's ability to retain and attract
experienced and knowledgeable directors.
SECTION 2. DEFINITION OF SELECTED TERMS
In addition to the definitions of certain words and phrases that are
provided in various sections of this Plan, the following terms when used herein
shall have the meanings set forth below.
(A) "AFFILIATE(S)" shall mean those corporations a majority of
the outstanding voting capital stock of which is directly or
indirectly owned by the Corporation.
(B) "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Corporation.
(C) "FAIR MARKET VALUE PER SHARE" on a particular date shall
mean (i) if the Stock is quoted or reported on the National
Association of Securities Dealers Automated Quotation
("NASDAQ") System or the NASDAQ National Market System, the
closing bid price for such day of the Stock (or if the
relevant date does not fall on a day on which the Stock is
trading on NASDAQ, or the NASDAQ National Market System, the
date on which Fair Market Value per Share shall be established
shall be the last day on which the Stock was so traded prior
to the relevant date),or (ii) if clause (i) is inapplicable, a
value determined in good faith by the Committee by any fair
and reasonable means prescribed by the Committee.
(D) "INTERNAL REVENUE CODE" shall mean the Internal Revenue
Code of 1986, as amended.
(E) "NONEMPLOYEE DIRECTOR(S)" shall mean those directors of
the Corporation who are not employees of the Corporation or
any Affiliate.
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(F) "OPTION" shall mean an option granted to a Nonemployee
Director under this Plan.
(G) "OPTIONEE" means any Nonemployee Director to whom an
Option has been granted or any other person who becomes a
holder of an Option under the provisions of this Plan.
SECTION 3. ADMINISTRATION
This Plan shall be administered by a committee of not less than two (2)
disinterested members of the Board of Directors, appointed by at least a
majority of the Board of Directors (the "Committee"). The Committee may, subject
to the provisions of this Plan, establish such rules and regulations as it deems
necessary or advisable for the proper administration of this Plan, determine the
number of shares of Stock (as defined herein) subject to each Option and the
terms and vesting thereof and may make determinations and may take such other
action in connection with or in relation to this Plan as it deems necessary or
advisable. Each determination or other action made or taken by the Committee
pursuant to this Plan, including interpretations of this Plan, shall be final
and conclusive for all purposes and upon all persons, including, but without
limitation, the Corporation, its Affiliates, the Board of Directors, the
affected Nonemployee Directors, and their respective successors in interest. The
Committee shall not be empowered to take any action, whether or not otherwise
authorized under this Plan, that would result in any Nonemployee Director
failing to qualify as a "disinterested person", as defined in Rule 16b-3 (as in
effect on the date hereof and as may be amended during the term of this Plan) of
the rules and regulations promulgated by the Securities and Exchange Commission
pursuant to its authority granted under the Securities Exchange Act of 1934
("Rule 16b-3").
SECTION 4. STOCK SUBJECT TO THIS PLAN
The Stock to be issued under this Plan shall be shares of common stock
of the Corporation ("Stock"). The Stock shall be made available from authorized
but unissued shares (including shares acquired in the open market). The total
number of shares of Stock that may be issued under this Plan pursuant to Options
granted hereunder shall be 125,000. Such number of shares shall be subject to
adjustment in accordance with Section 10 hereof. Stock subject to any
unexercised portion of an Option which expires, is canceled, or is terminated
for any reason, may again be subject to the grant of Options under this Plan.
SECTION 5. ELIGIBILITY
Each Nonemployee Director of the Corporation and its Affiliates is
eligible to participate in this Plan.
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SECTION 6. GRANT AND EXERCISE OF OPTION
(A) OPTION GRANTS. On an annual basis during the term of this Plan, the
Committee will (i) establish goals for eligible participants based upon reaching
specified earnings per share, return on shareholders' equity and other
performance-based measures, and (ii) subject to the terms of this Plan,
determine the aggregate number of Stock Options to be granted based upon such
goals and criteria. It is anticipated that grants of Options hereunder will be
made on an annual basis; provided however, in no event will any grants be made
until December, 1998 at the earliest.
(B) SCHEDULE UNDER WHICH OPTIONS BECOME FULLY EXERCISABLE. The
Committee shall determine from time to time when Options granted under this Plan
become exercisable.
(C) OPTION PRICE. The Option price for each share of Stock purchasable
under an Option shall be the Fair Market Value per Share on the date of grant.
(D) OPTION AGREEMENT. Each Option granted under this Plan shall be
evidenced by a stock option agreement ("Stock Option Agreement") that is duly
executed on behalf of the Corporation and by the Nonemployee Director to whom
the Option is granted. Each Stock Option Agreement shall be subject to the terms
and conditions of this Plan and in such form, not inconsistent with this Plan,
as the Board of Directors or the Committee shall from time to time approve. The
President and Secretary of the Corporation are hereby each authorized to execute
and deliver Stock Option Agreements on behalf of the Corporation.
(E) MANNER OF EXERCISE. Subject to Section 6(b), any Option may be
exercised from to time to time, in whole, or in part in minimum installments of
100 shares of Stock, by giving written notice to the Corporation, signed by the
person exercising the Option, stating the number of shares of Stock with respect
to which the Option is being exercised, accompanied by payment of the full
consideration for the shares of Stock as to which the Option is being exercised,
in one or a combination of the following alternative forms: (I) cash, or (II)
shares of Stock of the Corporation already owned by the person exercising the
Option, valued at the Fair Market Value per Share of Stock on the date of
exercise, provided such shares have been owned by the Optionee for more than six
(6) months (and have been paid for within the meaning of Securities and Exchange
Commission Rule 144) or were obtained by the Optionee in the open public market.
(F) EXPIRATION OF OPTIONS. The unexercised portion of each Option shall
automatically and without notice expire and become null and void at the time of
the earliest to occur of the following:
(I) the expiration of ten (10) years from the date the Option
was granted;
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(II) the expiration of three months after the Optionee ceases
to be a Nonemployee Director, other than by reason of
permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code), death, or for cause;
(III) the expiration of one year following the death or
permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code) of the Optionee; or
(IV) the termination of the Optionee's service as a
Nonemployee Director, if such termination is for cause (the
Committee or the Board of Directors shall have the right to
determine what constitutes cause, and such determination shall
be conclusive and binding for all purposes).
(G) OPTIONS ARE NONQUALIFIED. Each option granted under this Plan shall
be a nonqualified stock option which does not qualify as an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code.
SECTION 7. NONTRANSFERABILITY OF OPTIONS
No option shall be transferable other than by last will and testament
or by the laws of descent and distribution. During the lifetime of an Optionee,
the Option shall be exercisable only by the Optionee personally or by the
Optionee's legal representative.
SECTION 8. NO RIGHT TO CONTINUE AS DIRECTOR
Neither this Plan nor the granting of an Option, nor any other action
taken pursuant to this Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Board of Directors will nominate any
Nonemployee Director for re-election, or that the Corporation will retain a
Nonemployee Director for any period of time, or at any particular rate of
compensation.
SECTION 9. RIGHTS AS A SHAREHOLDER
An Optionee or a transferee of an Option pursuant to Section 7 shall
have no rights as a shareholder of the Corporation with respect to any Stock
that is the subject of either an unexercised or exercised Option until the
Optionee or such transferee shall have become the holder of record of such
Stock, and no adjustments shall be made for dividends in cash or other property
or other distributions or rights in respect of such Stock for which the record
date is prior to the date on which the Optionee or such transferee shall have in
fact become the holder of record of the Stock acquired pursuant to the Option.
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SECTION 10. ADJUSTMENT IN THE NUMBER OF SHARES AND IN OPTION PRICE
In the event there is any change in the number of shares of Stock
through the declaration of stock dividends or stock splits or through
recapitalization or merger or consolidation or combination of shares or
otherwise, the Committee or the Board of Directors shall make such adjustment,
if any, as it may deem appropriate in the number of shares of Stock available
for Options as well as the number of shares of Stock subject to any outstanding
Options, the option price thereof and any other terms it deems appropriate. Any
such adjustment may provide for the elimination of any fractional shares which
might otherwise become subject to any Option without payment therefor. The grant
of Options under this Plan shall not affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
SECTION 11. USE OF PROCEEDS
The cash proceeds received by the Corporation from the issuance of
shares pursuant to Options under this Plan shall be used for general corporate
purposes.
SECTION 12. TAX WITHHOLDING
The delivery of any shares of Stock under the Plan shall be for the
account of the Corporation and any such delivery or distribution shall not be
made until the recipient shall have made satisfactory arrangements for the
payment of any applicable withholding taxes.
SECTION 13. EFFECTIVE DATE AND TERM OF THIS PLAN
(A) This Plan shall become effective on the date on which it is
approved by the stockholders of the Corporation in the manner required by Rule
16b-3 (the "Effective Date").
(B) Unless previously terminated in accordance with Section 14 of this
Plan, this Plan shall terminate at the close of business on May 11, 2008, after
which no Options shall be granted under this Plan.
Such termination shall not affect any Options granted prior to such termination.
SECTION 14. AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN
The Board of Directors may, from time to time, terminate or suspend
this Plan, in whole or in part, or amend this Plan from time to time, including
the adoption of amendments deemed necessary or desirable to qualify the Options
under rules and regulations promulgated by the Securities and Exchange
Commission with respect to directors who are subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 (the "Act"), or to correct any
defect or supply any omission or reconcile any inconsistency in this Plan or in
any Option granted hereunder, without the approval of the Shareholders of the
Corporation; except that no such
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action may be taken which would: (I) materially increase the benefits accruing
to Nonemployee Directors participating under this Plan, materially increase the
number of shares of Stock which may be issued under this Plan (except as
permitted in Section 10), or materially modify the eligibility requirements for
participation in this Plan, (II) cause any Nonemployee Director to not qualify
as a "disinterested person" as defined in Rule 16b-3, (III) cause this Plan not
to satisfy all applicable requirements of Rule 16b-3, or (IV) impair the rights
of any Optionee under any Option previously granted under this Plan without the
Optionee's consent. In no event shall any provision of this Plan dealing with
persons who are designated to receive grants or awards, the amount or price of
shares of Stock to be granted or awarded, or the timing of grants or awards, be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code or the rules thereunder, or other applicable law.
SECTION 15. LIMITATION ON ISSUE OR TRANSFER OF SHARES
Notwithstanding any provisions of this Plan or the terms of any Option,
the Corporation shall not be required to issue any shares of Stock or transfer
on its books and records any shares of Stock if such issue or transfer would, in
the judgment of the Committee or of counsel for the Corporation, constitute a
violation of any state or federal law, or of the rules or regulations of any
governmental regulatory body, or any securities exchange or automated dealer
quotation system. An Optionee desiring to exercise an Option may be required by
the Corporation, as a condition of the effectiveness of any exercise of an
Option, to agree in writing that all securities to be acquired pursuant to such
exercise shall be held for his or her account without a view to any further
distribution thereof, that the certificates for such shares shall bear an
appropriate legend to that effect, and that such shares will not be transferred
or disposed of except in compliance with applicable federal and state securities
laws.
SECTION 16. CHANGE IN CONTROL
(A) In the case of a Change in Control (as defined in subsection 16(c)
below) of the Corporation, unless the Committee determines otherwise, each
Option then outstanding shall become exercisable in full immediately prior to
such Change in Control.
(B) Any determination by the Committee made pursuant to this Section 16
may be made as to all outstanding Options or only as to certain Options
specified by the Committee and any such determinations shall be made in cases
covered by subsections 16(c) (i) and (ii) below prior to or as soon as
practicable after the occurrence of such event and in the cases covered by
subsection 16(c) (iii) or (iv) prior to the occurrence of such event.
(C) A "Change in Control" shall occur if:
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(I) Any "person" or "group of persons" as such terms are
defined in section 13(d) and 14(c) of the Act directly or indirectly purchases
or otherwise becomes the "beneficial owner" (as defined in the Act) or has the
right to acquire such beneficial ownership (whether or not such right is
exercised immediately, with the passage of time or subject to any condition) of
voting securities representing twenty-five percent (25%) or more of the combined
voting power of all outstanding voting securities of the Corporation,
(II) During any period of two consecutive years the
individuals who at the beginning of such period constitute the Board of
Directors cease or any reason to constitute at least the majority of the members
thereof unless (1) there are five or more directors then still in office who
were directors at the beginning of the period and (2) the election or the
nomination for election by the Corporation's shareholders of each new director
was approved by at least two-thirds (2/3) of the directors then still in office
who were directors at the beginning of the period,
(III) The shareholders of the Corporation shall approve an
agreement to merge or consolidate the Corporation with or into another
corporation as a result of which less than fifty percent (50%) of the
outstanding voting securities of the surviving or resulting entity are or are to
be owned by the former shareholders of the Corporation (excluding from former
shareholders a shareholder who is or as a result of the transaction in question,
becomes an "affiliate" as defined in Rule 12b-2 under the Act of any party to
such consolidation or merger), or
(IV) The shareholders of the Corporation shall approve the
sale of all or substantially all of the Corporation's business and/or assets to
a person or entity that is not a wholly-owned subsidiary of the Corporation.
SECTION 17. NO SEGREGATION OF CASH OR SHARES
The Corporation shall not be required to segregate any shares of Stock
that may at any time be represented by Options, and the Plan shall constitute an
"unfunded" plan of the Corporation. No Nonemployee Director shall have rights
with respect to shares of Stock prior to the delivery of such shares. The
Corporation shall not, by any provisions of the Plan, be deemed to be a trustee
of any Stock or any other property and the liabilities of the Corporation to any
Nonemployee Director pursuant to the Plan shall be those of a debtor pursuant to
such contract obligations as are created by or pursuant to the Plan, and the
rights of Nonemployee Director employee, former Nonemployee Director or
beneficiary under the Plan shall be limited to those of a general creditor of
the Corporation.
SECTION 18. DELIVERY OF SHARES OF STOCK
No shares of stock shall be delivered pursuant to any exercise of an
Option under the Plan unless the requirements of such laws and regulations as
may be deemed by the Committee to be applicable thereto are satisfied. All
certificates for shares of Stock delivered under the Plan shall be subject to
such stock-transfer orders and other restrictions as the Committee may
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deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
SECTION 19. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant
thereto shall be governed by the laws of the State of Ohio and construed in
accordance therewith.
SECTION 20. SEVERABILITY
If any provision of the Plan, or any term or condition of any Option
granted thereunder, is invalid, such provision, term, condition or application
shall to that extent be void (or, in the discretion of the Board of Directors,
such provision, term or condition may be amended so as to avoid such invalidity
or failure), and shall not affect other provisions, terms or conditions or
applications thereof, and to this extent such provisions, terms and conditions
are severable.
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