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Exhibit 4(a)
STOCK OPTION AWARD AGREEMENT
(Non-Qualified Stock Option)
This STOCK OPTION AWARD AGREEMENT is made to be effective as of June
14, 2000, by and between The Bank of Kentucky Financial Corporation, a Kentucky
corporation (hereinafter referred to as "BKFC"), and J. Michael Lonnemann
(hereinafter referred to as the "OPTIONEE");
WITNESSETH:
WHEREAS, the OPTIONEE holds an option to purchase 7,869 common shares
of Fort Thomas Financial Corporation, an Ohio corporation (hereinafter referred
to as "FTFC"), the exercise price of which is $6.91 per share (hereinafter
referred to as the "FTFC OPTION");
WHEREAS, on June 14, 2000, FTFC merged with and into BKFC in accordance
with the Agreement and Plan of Reorganization dated December 21, 1999, by and
among BKFC, FTFC and their subsidiaries (hereinafter referred to as the "MERGER
AGREEMENT"), as a result of which the FTFC OPTION was cancelled and
extinguished; and
WHEREAS, in accordance with Section 2.01(a) of the MERGER AGREEMENT,
BKFC must grant an option to purchase a certain number of shares of BKFC stock
in consideration and exchange for the cancellation and extinguishment of the
FTFC OPTION;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, BKFC and the OPTIONEE, intending to be legally bound,
hereby agree as follows:
1. Grant of Option. In accordance with Section 2.01(a) of the MERGER
AGREEMENT and upon the terms and subject to the conditions of this Stock Option
Award Agreement, BKFC hereby grants to the OPTIONEE an option to purchase Four
Thousand Four Hundred Forty-two (4,442) shares of BKFC stock (hereinafter
referred to as the "BKFC OPTION"). The BKFC OPTION is not intended to qualify as
an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (hereinafter referred to as the "CODE"). The shares of BKFC
stock to be issued upon the exercise of the BKFC OPTION may be either authorized
and unissued shares or issued shares of BKFC stock which have been acquired by
BKFC.
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2. Terms and Conditions of the BKFC OPTION.
(A) BKFC OPTION Price. The purchase price (hereinafter
referred to as the "BKFC OPTION PRICE") to be paid by the OPTIONEE to BKFC upon
the exercise of the BKFC OPTION shall be $12.24 per share.
(B) Exercise of the BKFC OPTION. Subject to the other
provisions of this Stock Option Award Agreement, the BKFC OPTION may not be
exercised until February 1, 2001, after which the BKFC OPTION shall remain
exercisable until the date of expiration or termination of the BKFC OPTION in
accordance with Section 2(C) of this Stock Option Award Agreement. The BKFC
OPTION may be exercised in a manner by which less than the total number of
shares of BKFC stock subject to the BKFC OPTION may be purchased, but may not be
exercised unless the shares of BKFC stock issued upon such exercise are first
registered pursuant to any applicable federal and state laws or regulations or,
in the opinion of securities counsel to BKFC, are exempt from such registration.
Nothing contained in this AGREEMENT shall be construed to require BKFC to take
any action whatsoever to make the BKFC OPTION exercisable or to make
transferable any shares issued upon the exercise of the BKFC OPTION.
(C) BKFC OPTION Term. This Stock Option Award Agreement and
the BKFC OPTION shall terminate, and the BKFC OPTION shall in no event be
exercisable after, June 14, 2002; provided, however, that in the event the
OPTIONEE'S service on the Advisory Board of BKFC or as a consultant to BKFC is
terminated before June 14, 2002, this Stock Option Award Agreement and the BKFC
OPTION shall each, automatically and without further act of either the OPTIONEE
or BKFC, be terminated and cancelled.
(D) Method of Exercise. The BKFC OPTION may be exercised by
delivering written notice of exercise to BKFC in care of its President or its
Treasurer. Such notice must state the number of shares in respect of which the
BKFC OPTION is being exercised and must be accompanied by payment in full of the
BKFC OPTION PRICE in cash.
(E) Satisfaction of Taxes and Tax Withholding. BKFC or a
subsidiary shall be entitled, if the Board of Directors deems it necessary or
desirable, to withhold (or secure payment from the OPTIONEE in lieu of
withholding) the amount necessary to satisfy any withholding or
employment-related tax obligation attributable to the exercise of the BKFC
OPTION or otherwise incurred with respect to the BKFC OPTION, and BKFC may defer
delivery of any shares pursuant to the exercise of the BKFC OPTION. The Board of
Directors may, in its discretion and subject to such rules as the Board of
Directors may adopt, permit the OPTIONEE to satisfy, in whole or in part, any
withholding or employment-related tax obligation which may arise in connection
with the grant, exercise or disposition of the BKFC OPTION by electing to have
BKFC withhold shares of BKFC stock to be issued, or by electing to deliver to
BKFC shares of BKFC stock already owned by the OPTIONEE having a fair market
value (as determined by the Board of Directors) equal to the amount of such tax
obligation.
3. Non-Assignability of the BKFC OPTION. The BKFC OPTION shall not be
assignable or transferable, except by will or by the laws of descent and
distribution, and the terms
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and conditions of the BKFC OPTION shall be binding upon each and every executor,
administrator, heir, beneficiary or other successor to the OPTIONEE's interest.
4. Adjustment Upon Changes in Capitalization.
(a) The existence of this Stock Option Award Agreement and the
BKFC OPTION shall not affect or restrict in any way the right or power of the
Board of Directors of BKFC or the shareholders of BKFC to make or authorize any
one or more of the following: any adjustment, recapitalization, reorganization
or other change in the BKFC's capital structure or its business; any merger,
acquisition or consolidation of the BKFC; any issuance of shares of stock,
bonds, debentures, preferred or prior preference stocks ahead of or affecting
BKFC's capital stock or rights in respect thereof; the dissolution or
liquidation of BKFC or any sale or transfer of all or any part of its assets or
business; or any other corporate act or proceeding, including any merger or
acquisition which would result in the exchange of cash, stock of any other
company or options to purchase the stock of another company for the BKFC OPTION
or which would involve the termination of the BKFC OPTION at the time of such
corporate transaction.
(b) In the event of any change in capitalization affecting the
shares of BKFC stock, such as a stock dividend, stock split, recapitalization,
merger, consolidation, spin-off, split-up, combination or exchange of shares or
other form of reorganization, or any other change affecting the shares of BKFC
stock, such proportionate adjustments, if any, as the Board of Directors of BKFC
in its discretion may deem appropriate to reflect such change, shall be made
with respect to the aggregate number of shares of BKFC stock subject to the BKFC
OPTION and the BKFC OPTION PRICE.
5. Securities Law Restrictions. No shares of BKFC stock shall be issued
under this Stock Option Award Agreement unless securities counsel for BKFC shall
be satisfied that such issuance will be in compliance with applicable federal
and state securities laws. Certificates for shares of BKFC stock delivered under
this Stock Option Award Agreement may be subject to such stop-transfer orders
and other restrictions as the Board of Directors of BKFC may deem advisable
under the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the shares of BKFC stock are
then listed, and any applicable federal or state securities law. The Board of
Directors may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions. BKFC shall register the shares
of BKFC stock subject to the BKFC OPTION on a Registration Statement on Form S-8
as soon as practicable after the effective date of this Stock Option Award
Agreement.
6. Cancellation of FTFC OPTION. The FTFC OPTION is hereby cancelled and
extinguished. The Stock Option Award Agreement dated January 29, 1996, by and
between FTFC and the OPTIONEE is hereby terminated and is hereafter of no
further force or effect.
7. Interpretation of this Stock Option Award. The Board of Directors of
BKFC is authorized to construe and interpret this Stock Option Award Agreement
and to make all other determinations necessary or advisable for the
administration of this Stock Option Award Agreement to the extent permitted by
law. Any determination, decision or action of the Board of
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Directors of BKFC in connection with the construction, interpretation,
administration, or application of this Stock Option Award Agreement shall be
final, conclusive and binding upon all parties to this Stock Option Award
Agreement.
8. Governing Law. This Stock Option Award Agreement has been executed
and delivered in the Commonwealth of Kentucky and shall be governed by and
construed in accordance with the laws of the Commonwealth of Kentucky.
9. Rights and Remedies Cumulative. All rights and remedies of BKFC and
of the OPTIONEE enumerated in this Stock Option Award Agreement shall be
cumulative and, except as expressly provided otherwise in this Stock Option
Award Agreement, none shall exclude any other rights or remedies allowed by law
or in equity, and each of said rights or remedies may be exercised and enforced
concurrently.
10. Captions. The captions contained in this Stock Option Award
Agreement are included only for convenience of reference and do not define,
limit, explain or modify this Stock Option Award Agreement or its
interpretation, construction or meaning and are in no way to be construed as a
part of this Stock Option Award Agreement.
11. Severability. If any provision of this Stock Option Award Agreement
or the application of any provision hereof to any person or any circumstance
shall be determined to be invalid or unenforceable, then such determination
shall not affect any other provision of this Stock Option Award Agreement or the
application of said provision to any other person or circumstance, all of which
other provisions shall remain in full force and effect. It is the intention of
each party to this Stock Option Award Agreement that if any provision of this
Stock Option Award Agreement is susceptible of two or more constructions, one of
which would render the provision enforceable and the other or others of which
would render the provision unenforceable, then the provision shall have the
meaning which renders it enforceable.
12. Entire Agreement. This Stock Option Award Agreement constitutes the
entire agreement between BKFC and the OPTIONEE in respect of the subject matter
of this Stock Option Award Agreement, and this Stock Option Award Agreement
supersedes all prior and contemporaneous agreements between the parties hereto
in connection with the subject matter of this Stock Option Award Agreement. All
representations of any type relied upon by the OPTIONEE and BKFC in making this
Stock Option Award Agreement are specifically set forth herein, and the OPTIONEE
and BKFC acknowledge that each of them has relied on no other representation in
entering into this Stock Option Award Agreement. No change, termination or
attempted waiver of any of the provisions of this Stock Option Award Agreement
shall be binding upon any party hereto unless contained in a writing signed by
the party to be charged.
13. Successors and Assigns. This Agreement will inure to the benefit of
and be binding upon the Optionee and BKFC, including any successor to BKFC by
merger, consolidation or otherwise.
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Option
Award Agreement to be executed to be effective as of June 14, 2000.
THE BANK OF KENTUCKY FINANCIAL
CORPORATION
By:
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Robert W. Zapp
Its: President
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J. Michael Lonnemann
OPTIONEE
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