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Exhibit 10.3
AMENDED AND RESTATED WESTERN RESERVE BANCORP, INC.
1998 STOCK OPTION PLAN
ARTICLE I
DEFINITIONS
Section 1.1 Definitions: As used herein, the following terms shall have the
meaning set forth below, unless the context clearly requires otherwise:
(a) "Applicable Event" shall mean (i) the expiration of a tender offer or
exchange offer (other than an offer by the Company) pursuant to which
more than 30% of the Company's issued and outstanding stock has been
purchased, or (ii) the approval by the shareholders of the Company of
an agreement to merge or consolidate the Company with or into another
entity where the Company is not the surviving entity, an agreement to
sell or otherwise dispose of all or substantially all of the Company's
assets (including a plan of liquidation), or the approval by the
shareholders of the Company of an agreement to merge or consolidate the
Company with or into another entity where the Company is the surviving
entity, pursuant to which more than 25% of the Company's issued and
outstanding stock has been transferred.
(b) "Bank" shall mean the Western Reserve Bank, and any subsidiary of
Western Reserve Bank or Western Reserve Bancorp, Inc.
(c) "Committee" shall mean a Committee consisting of the members of the
Board of Directors of the Company or Bank.
(d) "Company" shall mean Western Reserve Bancorp, Inc.
(e) "Director" shall mean a member of the Board of Directors of the Company
and, or the Bank.
(f) "Effective Date" with respect to the Plan shall mean the date specified
in Section 2.3 as the Effective Date.
(g) "Fair Market Value" with respect to a share of Stock shall mean the
fair market value of the Stock, as determined by application of such
reasonable valuation methods as the Committee shall adopt or apply. The
Committee's determination of Fair Market Value shall be conclusive and
binding on the Company and the Optionee.
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(h) "Option" shall mean an option to purchase Stock granted pursuant to the
provisions of the Plan. Options granted under the Plan shall be
Non-qualified Stock Options meaning that they will not be designated as
an Incentive Stock Option meeting the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended.
(i) "Optionee" shall mean a person to whom an Option has been granted.
(j) "Plan" shall mean the Amended and Restated Western Reserve Bancorp,
Inc. 1998 Stock Option Plan, the terms of which are set forth herein.
(k) "Plan Year" shall mean the twelve-month period beginning on the
Effective Date, and each twelve-month period thereafter beginning on
the anniversary date of the Effective Date.
(l) "Stock" shall mean the Common Stock of the Company or, in the event
that the outstanding shares of Stock are changed into or exchanged for
shares of a different stock or securities of the Company or some other
entity, such other stock or securities.
(m) "Stock Option Agreement" shall mean the agreement between the Company
and the Optionee under which the Optionee may purchase Stock pursuant
to the terms of the Plan.
ARTICLE II
THE PLAN
Section 2.1 Name. This plan shall be known as the "Western Reserve Bancorp,
Inc. 1998 Stock Option Plan."
Section 2.2 Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording to officers, employees and directors
of the Company and the Bank an opportunity to acquire or increase their
proprietary interest in the Company by the grant to such persons of Options
under the terms set forth herein. By encouraging such persons to become owners
of the Company, the Company seeks to attract, motivate, reward and retain those
highly competent individuals upon whose judgment, initiative, leadership and
efforts the success of the Company depends.
Section 2.3 Effective Date and Term. The Plan was approved by the Board of
Directors of the Company on October 22, 1998, and shall be effective on November
1, 1998. The Plan shall terminate upon the tenth anniversary of the Effective
Date.
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ARTICLE III
ADMINISTRATION
Section 3.1 Administration.
(a) The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have sole discretion and
authority to determine from time to time the individuals to whom
Options may be granted, the number of shares of Stock to be subject to
each Option, the period during which such Option may be exercised and
the price at which such Option may be exercised.
(b) Meetings of the Committee shall be held at such times and places as
shall be determined from time to time by the Committee. A majority of
the members of the Committee shall constitute a quorum for the
transaction of business and the vote of a majority of those members
present at any meeting shall decide any question brought before the
meeting. In addition, the Committee may take any action otherwise
proper under the Plan by the affirmative vote, taken without a meeting,
of a majority of the members.
(c) No member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act of omission on his own
part, including, but not limited to, the exercise of any power or
discretion given to him under the Plan, except those resulting from his
own gross negligence or willful misconduct. All questions of
interpretations and application with respect to the Plan or Options
granted thereunder shall be subject to the determination, which shall
be final and binding, of a majority of the whole Committee.
Section 3.2 Company Assistance. The Company and the Bank shall supply full and
timely information to the Committee on all matters relating to persons eligible
to receive options under the Plan, their employment, nomination and service as
members of the Board of Directors, death, retirement, disability or other
termination of employment or other service to the Company or the Bank, and such
other pertinent facts as the Committee may require. The Company and the Bank
shall furnish the Committee with such clerical and other assistance as is
necessary in the performance of its duties.
ARTICLE IV
ELIGIBILITY
Officers, employees and directors of the Company and the Bank shall be eligible
to participate in the Plan. The Committee may grant Options to any eligible
individual subject to the provisions of Section 5.1.
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ARTICLE V
SHARES OF STOCK SUBJECT TO PLAN
Section 5.1 Grant of Options and Limitations.
(a) Grants by Committee/Board. The Committee may grant Options, subject to
and conditioned upon receipt of ratification by the Board of Directors,
to such individuals as are designated by the Committee to receive
Options for the number of shares of Stock determined by the Committee.
(b) Stock Available for Options. Subject to adjustment pursuant to the
provisions of Section 8.5 hereof, the aggregate number of shares with
respect to which Options may be granted during the term of the Plan
shall not exceed One Hundred Thousand (100,000) shares of Company
Stock. Shares with respect to which Options may be granted may be
either authorized and unissued shares or shares issued and thereafter
acquired by the Company. No person shall receive Options for more than
Thirty Five Thousand Shares (35,000) shares in any one year, except for
adjustments pursuant to the provisions set forth in Section 8.5 hereof.
Section 5.2 Options Under the Plan. Shares of Stock with respect to which an
Option granted hereunder shall have been exercised shall not again be available
for grant hereunder. If Options granted hereunder shall expire, terminate or be
canceled for any reason without being wholly exercised, new Options may be
granted hereunder covering the number of shares to which such Option expiration,
termination or cancellation relates.
ARTICLE VI
OPTIONS
Section 6.1 Option Grant and Agreement. Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of at least a majority
of the members of the Committee and by a written Stock Option Grant Agreement
dated as of the date of grant and executed by the Company and the Optionee. The
Stock Option Grant Agreement shall set forth such terms and conditions as may be
determined by the Committee consistent with the Plan.
Section 6.2 Option Price. The exercise price of the Stock subject to each Option
shall not be less than the Fair Market Value of the Stock on the date the Option
is granted.
Section 6.3 Option Grant and Exercise Periods. No Option may be granted after
the tenth anniversary of the Effective Date. The period for exercise of each
Option shall be determined by the Committee, but in no instance shall such
period extend beyond the tenth anniversary of the date of grant of the Option.
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Section 6.4 Option Exercise.
(a) The Company shall not be required to sell or issue shares under any
Option if the issuance of such shares shall constitute or result in a
violation by the Optionee or the Company of any provisions of any law,
statute or regulation of any governmental authority. Specifically, in
connection with the Securities Act of 1933, (the "Act"), upon exercise
of any Option, the Company shall not be required to issue such shares
unless the Committee has received evidence satisfactory to it to the
effect that registration under the Act and applicable state securities
laws is not required, unless the offer and sale of securities under the
Plan is registered or qualified under the Act and applicable state
laws. Any determination in this connection by the Committee shall be
final, binding and conclusive. If shares are issued under any Option
without registrations under the Act of applicable state securities
laws, the Optionee may be required to accept the shares subject to such
restrictions on transferability as may in the reasonable judgment of
the Committee be required to comply with exemptions from registrations
under such laws. The Company may, but shall in no event be obligated
to, register any securities covered hereby pursuant to the Act or
applicable state securities laws. The Company shall not be obligated to
take any other affirmative action in order to cause the exercise of an
Option or the issuance of shares pursuant thereto to comply with any
law or regulation of any governmental authority.
(b) Subject to Section 6.4(c) and such terms and conditions as may be
determined by the Committee in its sole discretion upon the grant of an
Option, an Option may be exercised in whole or in part and from time to
time by delivering to the Company at its principal office written
notice of intent to exercise the Option with respect to a specified
number of shares.
(c) Except as otherwise set forth in a Stock Option Grant Agreement, an
Option granted pursuant to this Plan shall be subject to the following
vesting schedule: (i) 25% after one year from the date of grant; (ii)
50% after two years from the date of grant; and (iii) 100% after three
years from the date of grant.
(d) Payment for the shares to be acquired pursuant to exercise of the
Option shall be made by delivering to the Company at its principal
office a check payable to the order of the Company, in the amount of
the Option price for the number of shares of Stock with respect to
which the Option is then being exercised.
Section 6.5 Rights as Shareholder. An Optionee shall have no rights as a
Shareholder with respect to any share subject to such Option prior to the
exercise of the Option and the purchase of such shares.
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Section 6.6 Limited Rights. Within the earlier of (i) the occurrence of an
Applicable Event, or (ii) 30 days following the date on which the Company
obtains knowledge of and notifies an Optionee of an Applicable Event, an
Optionee shall have the right (without regard to the limitation on the exercise
of Options set forth in Section 6.4(c) of the Plan and similar limitations in
the Stock Option Grant Agreement) to exercise Options then held.
ARTICLE VII
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Plan shall expire with respect to the granting of Stock Options ten years
following the Effective Date. The Board of Directors of the Company may at any
time and from time to time and in any respect amend, modify or terminate the
Plan in its sole discretion.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Transferability During the Grantee's Lifetime, any Option may be
exercised only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except (i) in case of the
death of the Grantee, by will or the laws of descent and distribution; (ii) as
specifically permitted by and solely to the extent permitted in the Stock Option
Grant Agreement, or (iii) to an immediate family member, a partnership
consisting solely of immediate family members or trusts for the benefit of
immediate family members.
Section 8.2 Designation of Beneficiary A participant may file a written
designation of a beneficiary who is to receive any stock. Such designation of
beneficiary may be changed by the participant at any time by written notice to
the Treasurer of the Company. Upon the death of a participant and upon receipt
by the Company of proof of identity and existence at the participant's death of
a beneficiary validly designated by him under the Plan, the Company shall
deliver such stock to such beneficiary. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such stock to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
stock to the spouse or to any one or more dependents of the participant as the
Company may designate. No beneficiary shall, prior to the death of the
participant by whom he has been designated, acquire any interest in the stock or
cash credited to the participant under the Plan.
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Section 8.3 Effect of Termination of Employment or Death.
(a) If an Optionee's status as an officer, employee or director of the
Company or the Bank terminates for any reason, other than the death,
disability or termination of service after attainment of age 65, before
the date of expiration of Stock Options held by such Optionee, such
Nonqualified Stock Options shall become null and void on the 90th day
following the date of such termination. The date of such termination
shall be the date the Optionee ceases to be an officer, director or an
employee of the Company or the Bank.
(b) If an Optionee dies before the expiration of Stock Options held by the
Optionee, such Stock Options shall terminate on the earlier of (i) the
date of expiration of the Stock Options or (ii) one year following the
date of the Optionee's death. The executor or administrator or personal
representative of the estate of a deceased Optionee, or the person or
persons to whom a Stock Option granted hereunder shall have been
validly transferred by the executor or the administrator or the
personal representative of the Optionee's estate, shall have the right
to exercise the Optionee's Stock Option. To the extent that such Stock
Options would otherwise be exercisable under the terms of the Plan and
the Optionee's Stock Option Grant Agreement, such exercise may occur at
any time prior to the termination date specified in this paragraph.
(c) If an Optionee separates from service to the Company and the Bank after
attainment of age 65 before the expiration of Stock Options held by the
Optionee, such Stock Options shall terminate on the earlier of (i) the
date of expiration of the Stock Options or (ii) three years following
the date of the Optionee's termination of service.
(d) If an Optionee becomes totally disabled before the expiration of Stock
Options held by the Optionee, such Stock Options shall terminate on the
earlier of (i) the date of expiration of the Stock Options or (ii) one
year following the date of the Optionee's termination of service due to
disability.
(e) With respect to any option granted pursuant to this Plan to an officer,
director or employee of the Company or the Bank, in the event that such
person shall be terminated from their position "for cause", then all
Options granted to such person shall be null and void as of 12:01 a.m.
of the date of termination.
For purposes of this Plan, termination "for cause" shall be defined to
include, but shall not be limited to, termination resulting from acts
of that constitute embezzlement, theft or similar defalcation of the
Company and/or Bank or for a violation of FIRREA, FIDICIA, the Bank
Secrecy Act, the Money Laundering
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Control Act or Rule 10B-5 under the Securities and Exchange Act of 1934
and any amendments thereof promulgated hereafter.
Section 8.4 Acceleration of Exercise or Loss of Option. Notwithstanding any
other provisions of this Plan or any Stock Option Grant Agreements entered into
pursuant to the Plan, an Optionee may be required to exercise or forfeit any
Option issued under the Plan in the event that the Company's or the Bank's
capital falls below minimum requirements and the Company or the Bank is required
by its primary federal or state banking regulator to demand that the Optionee
exercise or waive such Options. Upon receipt by the Company or the Bank of any
demand for an Optionee to exercise or waive such Options, the Company shall send
written notice of such demand to the Optionee within ten (10) days of receipt of
such notice from its or the Bank's primary federal or state regulator, as the
case may be. The Optionee shall have ninety (90) days after receipt of written
notice from the Company to exercise such Options. To the extent that the Options
have not been exercised by the end of such ninety (90) day period, such rights
shall be deemed forfeited.
Section 8.5 Antidilution. The provisions of subsections (a) and (b) shall apply
in the event that the outstanding shares of Stock of the Company are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or another entity by reason of any merger, consolidation,
reorganization, recapitalization, reclassification, combination, stock split or
stock dividend.
(a) The aggregate number and kind of shares subject to Options which may be
granted hereunder shall be adjusted appropriately.
(b) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving company is
involved, each outstanding Option granted hereunder shall, subject to
Section 6.6, terminate.
The Foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee and any such adjustment
may provide for the elimination of fractional share interests.
Section 8.6 Application of Funds. The proceeds received by the Company from the
sale of Stock pursuant to Options shall be used for general corporate purposes.
Section 8.7 Tenure. Nothing in the Plan or in any Option granted hereunder or in
any Stock Option Grant Agreement relating thereto shall confer upon any officer,
director or employee, the right to continue in such position with the Company or
the Bank.
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Section 8.8 Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or the Bank, nor shall the Plan preclude the Company or the Bank
from establishing any other forms of incentive or other compensation for
officers, directors or employees of the Company or the Bank.
Section 8.9 No Obligation to Exercise Options. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.
Section 8.10 Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns of the Company.
Section 8.11 Singular, Plural Gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include
feminine.
Section 8.12 Headings, Etc., No Part of Plan. Headings of Articles and Sections
hereof are inserted for convenience of reference; they constitute no part of the
plan.
Section 8.13 Governing Law. Except as otherwise required by law, the validity,
construction and administration of this Plan shall be determined under the Laws
of the State of Ohio.
Approved as of April 20, 2000.
WESTERN RESERVE BANCORP, INC.
By: /S/ P. M. JONES
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P.M. Jones, Chairman of the Board of Directors
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