-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0FixW8KK2tYMiOL7UBozLkAz8sJrDVyZ2Otx9yaG1IV6fjt2QzSxfxOagEbTMb3 bfCv6msgAA+FiDLtygKnWQ== 0000950152-05-000684.txt : 20050202 0000950152-05-000684.hdr.sgml : 20050202 20050202172623 ACCESSION NUMBER: 0000950152-05-000684 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050127 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25196 FILM NUMBER: 05570393 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l11816ae8vk.txt CAMCO FINANCIAL CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2005 ---------------- CAMCO FINANCIAL CORPORATION ------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-25196 51-0110823 - ---------------------------- -------------------- ----------------------- (State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.) of incorporation) 6901 Glenn Highway, Cambridge, Ohio 43725 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (740) 435-2020 ---------------------------- Not Applicable ----------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01 Entry into a Material Definitive Agreement. - -------------------------------------------------------- On January 27, 2005, the Board of Directors of Camco Financial Corporation ("Camco") awarded options to acquire Camco stock to its directors and certain employees under the Westwood Homestead Financial Corporation 1997 Stock Option Plan and the Camco Financial Corporation 2002 Equity Incentive Plan. The terms and conditions of the stock option awards are set forth in the applicable plan and in the applicable form of award agreement attached hereto. The exercise price for each of the options is $16.51 per share. Each of the following directors received an option to acquire 5,000 shares of Camco stock and will execute an award agreement with Camco in the form of Exhibit 10.3 attached hereto: Larry A. Caldwell, Robert L. Dix, Jr., Terry A. Feick, Susan J. Insley, Paul D. Leake, Carson K. Miller, Samuel W. Speck and Jeffrey T. Tucker. Richard C. Baylor received an option to acquire 15,752 shares of Camco stock and will execute an award agreement with Camco in the form of Exhibit 10.3 attached hereto as to 14,029 of those option shares and will execute an award agreement in the form of Exhibit 10.4 attached hereto as to the remaining 1,723 of those option shares. Each of the following executive officers received an option to acquire the number of shares of Camco stock noted by his name and will execute an award agreement with Camco in the form of Exhibit 10.5 attached hereto: D. Edward Rugg- 5,540; Mark A. Severson- 3,433; David S. Caldwell- 3,100; and Edward A. Wright- 3,100. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 Financial Statements and Exhibits. - --------- ----------------------------------
(c) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Westwood Homestead Financial Corporation 1997 Stock Option Plan (Incorporated by reference to Camco's Form S-8 filed on January 5, 2000, File Number 333-94113, Exhibit 4.01). 10.2 Camco Financial Corporation 2002 Equity Incentive Plan (Incorporated by reference to Camco's Form S-8 filed on June 10, 2002, File Number 333-90152, Exhibit 4.01). 10.3 Non-Qualified Stock Option Award Agreement Pursuant to the Westwood Homestead Financial Corporation 1997 Stock Option Plan.
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Exhibit No. Description ----------- ----------- 10.4 Incentive Stock Option Award Agreement Pursuant to the Westwood Homestead Financial Corporation 1997 Stock Option Plan. 10.5 Incentive Stock Option Award Agreement Pursuant to the Camco Financial Corporation 2002 Equity Incentive Plan.
3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAMCO FINANCIAL CORPORATION By: /s/ Mark A. Severson -------------------------------- Mark A. Severson Chief Financial Officer Date: February 2, 2005 4 EX-10.3 2 l11816aexv10w3.txt EXHIBIT 10.3 EXHIBIT 10.3 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE WESTWOOD HOMESTEAD FINANCIAL CORPORATION 1997 STOCK OPTION PLAN (Assumed by Camco Financial Corporation Effective January 6, 2000) THIS AGREEMENT is made to be effective as of January 27, 2005, by and between Camco Financial Corporation (the "Company") and __________ (the "Optionee"). In consideration of the mutual promises and agreements contained herein, the parties hereto make the following agreement, intending to be legally bound thereby: 1. Grant of Option. The Company hereby grants to the Optionee an option to purchase 2,000 common shares of the Company (the "Option"). 2. Terms and Conditions of the Option. (A) Option Price. The purchase price to be paid by the Optionee to the Company upon the exercise of the Option shall be $____ per share (the "Option Price"). (B) Exercise of the Option. Subject to the provisions of the Plan and the other provisions of this Agreement, the Option is immediately exercisable and shall remain exercisable until January 27, 2015. The Option may be exercised to purchase less than the total number of common shares subject to the Option at any time and from time to time. The Option may not be exercised unless the common shares issued upon such exercise are first registered pursuant to any applicable federal or state laws or regulations or, in the opinion of counsel to the Company, are exempt from such registration. Nothing contained in the Plan or in this Agreement shall be construed to require the Company to take any action whatsoever to make exercisable any Option or to make transferable any shares issued upon the exercise of any Option. (C) Period of Exercisability. The Option may be exercised by the Optionee only while an employee or director of the Company or a subsidiary of the Company and has maintained Continuous Service (as defined in the Plan) from the date of the grant of the Option, or within one year after termination of such Continuous Service (but not later than the date on which the Option would otherwise expire). Notwithstanding the foregoing, if the Optionee's Continuous Service terminates by reason of (1) Just Cause (as defined in the Plan), then the Option shall expire on the date of such termination, (2) death, then the Option may be exercised within two years from the date of the Optionee's death (but not later than the date on which the Option would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such Option shall have passed by will or by laws of descent and distribution, or (3) Disability (as defined in the Plan), then the Option may be exercised 5 within one year from the date of termination of employment due to Disability, but not later than the date on which the Option would otherwise expire. The Committee's determination whether an Optionee's Continuous Service has ceased, and the effective date thereof, shall be final and conclusive on all persons affected thereby. (D) Method of Exercise. The Option may be exercised by giving written notice of exercise to the Company addressed to the President or the Chief Financial Officer of the Company stating the number of shares as to which the Option is being exercised. Such notice shall be accompanied by payment in full of the Option Price in cash or by certified or cashier's check unless the Committee in its sole discretion permits payment of the Option Price in common shares already owned by the Optionee or by surrendering outstanding Options or by another method approved by the Committee. (E) Mandatory Six-Month Holding Period. Notwithstanding any other provision of this Agreement or the Plan to the contrary, common stock of the Company that is purchased upon exercise of this Option may not be sold within the six-month period following the grant of this Option, except in the event of the Optionee's death, Disability, or retirement, or upon a Change in Control (as defined in the Plan). 3. Non-Assignability of the Option. The Option shall not be assignable or transferable by the Optionee except by will or the laws of descent and distribution, and the terms and conditions of the Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 4. Governing Law. The rights and obligations of the Optionee and the Company under this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement, and remedies provisions of the Plan and its rules and regulations, except to the extent preempted by applicable federal law. The Optionee and the Company agree to submit to the jurisdiction of the state and federal courts of the State of Ohio with respect to matters relating to the Plan and this Agreement and agree not to raise or assert the defense that such forum is not convenient. 5. Rights and Remedies Cumulative. All rights and remedies of the Company and of the Optionee enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this 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. 6. Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement. 7. Severability. If any provision of this Agreement or the application of any provision hereof to any person or any circumstance shall be determined to be invalid or 6 unenforceable, then such determination shall not affect any other provision of this Agreement or the application of such 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 Agreement that if any provision of this 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. 8. Plan as Controlling. All terms and conditions of the Plan applicable to options granted thereunder which are not set forth in this Agreement shall be deemed incorporated herein by reference. In the event that any provision in this Agreement conflicts with any term in the Plan, the term in the Plan shall be deemed controlling. Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan. 9. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Optionee with respect to the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party hereto unless contained in a writing signed by the party to be charged. IN WITNESS WHEREOF, the parties hereto have exercised this Agreement to be effective as of the date set forth above. CAMCO FINANCIAL CORPORATION By: --------------------------------- Its: OPTIONEE: --------------------------------- 7 EX-10.4 3 l11816aexv10w4.txt EXHIBIT 10.4 EXHIBIT 10.4 INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO THE WESTWOOD HOMESTEAD FINANCIAL CORPORATION 1997 STOCK OPTION PLAN (Assumed by Camco Financial Corporation Effective January 6, 2000) THIS AGREEMENT is made to be effective as of January 27, 2005, by and between Camco Financial Corporation (the "Company") and ______________ (the "Optionee"). In consideration of the mutual promises and agreements contained herein, the parties hereto make the following agreement, intending to be legally bound thereby: 1. Grant of Option. The Company hereby grants to the Optionee an option (the "Option") to purchase _____ common shares of the Company. The Option is intended to qualify as an incentive stock option (an "ISO") under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2. Terms and Conditions of the Option. (A) Option Price. The purchase price (the "Option Price") to be paid by the Optionee to the Company upon the exercise of the Option shall be $____ per share. (B) Exercise of the Option. Subject to the provisions of the Plan and the other provisions of this Agreement, including but not limited to Section 4(C) of this Agreement, the Option is immediately exercisable and shall remain exercisable until January 27, 2005. The Option may be exercised to purchase less than the total number of common shares subject to the Option at any time and from time to time. The Option may not be exercised unless the common shares issued upon such exercise are first registered pursuant to any applicable federal or state laws or regulations or, in the opinion of counsel to the Company, are exempt from such registration. Nothing contained in the Plan or in this Agreement shall be construed to require the Company to take any action whatsoever to make exercisable any Option or to make transferable any shares issued upon the exercise of any Option. (C) Period of Exercisability. The Option may be exercised by the Optionee only while he is an employee of the Company or a subsidiary of the Company and has maintained Continuous Service (as defined in the Plan) from the date of the grant of the Option, or within one year after termination of such Continuous Service (but not later than the date on which the Option would otherwise expire), except if the Optionee's Continuous Service terminates by reason of (1) Just Cause (as defined in the Plan), then the Option shall expire on the date of such termination, (2) death, then the Option may be exercised within two years from the date of the Optionee's death (but not later than the date on which the Option would otherwise expire) by the personal representatives of his estate or person or persons to whom his rights under such Option shall have passed by will or by laws of descent and distribution or (3) 8 Disability (as defined in the Plan), then the Option may be exercised within one year from the date of termination of employment due to Disability, but not later than the date on which the Option would otherwise expire. The Committee's determination whether an Optionee's Continuous Service has ceased, and the effective date thereof, shall be final and conclusive on all persons affected thereby. (D) Method of Exercise. The Option may be exercised by giving written notice of exercise to the Company in care of the President or the Treasurer of the Company stating the number of shares subject to the Option in respect of which it is being exercised. Such notice shall be accompanied by payment in full of the Option Price in cash or by certified or cashier's check unless the Committee in its sole discretion permits payment of the Option Price in common shares already owned by the Optionee, or by surrendering outstanding Options or by another method approved by the Committee. (E) Mandatory Six-Month Holding Period. Notwithstanding any other provision of this Agreement or the Plan to the contrary, common stock of the Company that is purchased upon exercise of this Option may not be sold within the six-month period following the grant of this Option, except in the event of the Optionee's death, Disability, or retirement, or upon a Change in Control (as defined in the Plan). 3. Non-Assignability of the Option. The Option shall not be assignable or transferable by the Optionee except by will or the laws of descent and distribution, and the terms and conditions of the Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 4. Incentive Stock Option Qualification. The Option is intended to be an ISO under Section 422 of the Code. The Optionee acknowledges that in order for the Option to qualify as an ISO, the following additional conditions must be satisfied: (A) The Optionee must remain employed by the Company (or a subsidiary of the Company) at least until three months before the Option is exercised (or one year in the case of an Optionee who is disabled within the meaning of Section 22(e)(3) of the Code); (B) The Optionee may not dispose of the common shares acquired upon the exercise of the Option (i) within two years of the date of the grant of the Option, and (ii) within one year after the date of the exercise of the Option; and (C) The aggregate fair market value (determined as of the date of the grant of the Option) of the common shares with respect to which ISOs are exercisable under all plans of the Company or a subsidiary for the first time by the Optionee in any calendar year shall not exceed $100,000, or such other limit as may be required by the Code. To the extent that the Optionee does not comply with the foregoing conditions, such portion of the Option will not be deemed to be an ISO under the Code. 9 5. Governing Law. The rights and obligations of the Optionee and the Company under this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement, and remedies provisions of the Plan and its rules and regulations, except to the extent preempted by applicable federal law. The Optionee and the Company agree to submit to the jurisdiction of the state and federal courts of the State of Ohio with respect to matters relating to the Plan and this Agreement and agree not to raise or assert the defense that such forum is not convenient. 6. Rights and Remedies Cumulative. All rights and remedies of the Company and of the Optionee enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this 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. 7. Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement. 8. Severability. If any provision of this 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 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, and it is the intention of each party to this Agreement that if any provision of this 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. 9. Plan as Controlling. All terms and conditions of the Plan applicable to options granted thereunder which are not set forth in this Agreement shall be deemed incorporated herein by reference. In the event that any provision in this Agreement conflicts with any term in the Plan, the term in the Plan shall be deemed controlling. Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan. 10. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Optionee with respect to the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party hereto unless contained in a writing signed by the party to be charged. 10 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of _______________. Company: ------- CAMCO FINANCIAL CORPORATION By: -------------------------- Richard C. Baylor Its: President Optionee: -------- ----------------------------- ----------------------------- 11 EX-10.5 4 l11816aexv10w5.txt EXHIBIT 10.5 EXHIBIT 10.5 INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO THE CAMCO FINANCIAL CORPORATION 2002 EQUITY INCENTIVE PLAN THIS AGREEMENT is made to be effective as of the Grant Date set forth below by and between Camco Financial Corporation (the "Company") and the Participant set forth below, pursuant to the Camco Financial Corporation 2002 Equity Incentive Plan (the "Plan"). In consideration of the mutual promises and agreements contained herein, the parties hereto make the following agreement, intending to be legally bound thereby: 1. Grant of Option. The following terms used in this Agreement shall have the meanings set forth below: (A) The "Participant" is ________________________. (B) The "Grant Date" is ___________________, 200_. (C) The "Covered Shares" are ___________ shares of common stock of the Company. (D) The "Exercise Price Per Share" is $____________. (E) The "Expiration Date" is ________________, 20__, subject to earlier termination as set forth in Section 2(C) of this Agreement. Other terms used in this Agreement are defined elsewhere in this Agreement or have the meaning ascribed to them under the Plan. 2. Terms and Conditions of the Option. (A) Option Grant. The Company hereby grants to the Participant an option to purchase the Covered Shares at the Exercise Price and subject to the terms and conditions set forth in this Agreement and in the Plan. 12 (B) Exercise of the Option. The Option is exercisable in accordance with the following schedule: DATE EXERCISABLE NUMBER OF SHARES ---------------- ---------------- _________________, 200_ ______________ _________________, 200_ ______________ _________________, 200_ ______________ _________________, 200_ ______________ _________________, 200_ ______________
The vesting of the Option may be accelerated in accordance with Article VIII of the Plan. The Option may be exercised by giving written notice of exercise to the Company addressed to the President or the Chief Financial Officer of the Company stating the number of shares as to which the Option is being exercised. Such notice shall be accompanied by payment in full of the Exercise Price Per Share for the number of covered shares as to which option is being exercised (i) in cash or by certified or cashier's check, (ii) by delivering to the Company shares of common stock of the Company already owned by the Participant and acceptable to the Committee which have an aggregate Fair Market Value equal to the Exercise Price Per Share for the number of Covered Shares as to which the Option is being exercised, or (iii) by another method approved by the Committee. The Option may be exercised to purchase a number of whole shares which is less than the total number of shares of common stock subject to the Option at any time and from time to time. The Option may not be exercised unless the covered shares are first registered pursuant to any applicable federal or state laws or regulations or, in the opinion of counsel to the Company, are exempt from such registration. Nothing contained in the Plan or in this Agreement shall be construed to require the Company to take any action whatsoever to make exercisable any Option or to make transferable any shares issued upon the exercise of any Option. (C) Termination of Option. The Option shall expire on the Expiration Date, unless the Participant's employment terminates prior to the Expiration Date, in which event, the Option shall Expire as follows: (1) Upon Termination for Cause (hereinafter defined), the Option shall expire on the date of such termination; (2) Upon the death of the Participant, the Option shall expire one year from the date of the Participant's death; (3) In the event of Disability (as defined in the Plan), the Option shall expire one year from the date of termination of employment due to Disability; 13 (4) Upon Retirement (as defined in the Plan), the Option shall expire one year after the Participant's Retirement date; (5) In the event of Voluntary Termination (as defined in the Plan), the Option shall expire six months after the Participant's termination date; or (6) In the event of Involuntary Termination (as defined in the Plan), then Option shall expire three months after the Participant's termination date. The Committee's determination whether a Participant's employment has terminated, the reason therefor and the effective date thereof, shall be final and conclusive on all persons affected thereby. For purposes of this Agreement, Termination for Cause means discharge of a Participant for personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform assigned duties and responsibilities, willful violation of any law, rule, regulation or final cease and desist order (other than traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of any written employment agreement between the Participant and the Company. (D) Withholding. All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. In the discretion of the Committee, such withholding obligations may be satisfied through the surrender of shares of common stock, of the Company already owned by the Participant or to which the Participant is entitled as a result of the exercise of the Option. 3. Non-Assignability of the Option. The Option shall not be assignable or transferable by the Participant except by will or the laws of descent and distribution, and the terms and conditions of the Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant. 4. Incentive Stock Option Qualification. The Option is intended to be an ISO under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The Participant acknowledges that in order for the Option to qualify as an ISO, the following additional conditions must be satisfied: (A) The Participant must remain employed by the Company (or a subsidiary of the Company) at least until three months before the Option is exercised (or one year in the case of a Participant who dies or is disabled within the meaning of Section 22(e)(3) of the Code); (B) The Participant may not dispose of the shares acquired upon the exercise of the Option (i) within two years of the date of the grant of the Option, and (ii) within one year after the date of the exercise of the Option; and 14 (C) The aggregate fair market value (determined as of the date of the grant of the option) of the shares with respect to which ISOs are exercisable by the Participant under all plans of the Company or a subsidiary for the first time in any calendar year shall not exceed $100,000, or such other limit as may be required by the Code. If such limit is exceeded, the options will not be deemed to be an ISO under the Code to the extent the aggregate fair market value exceeds $100,000, beginning with the option most recently granted to the Participant. 5. Governing Law. The rights and obligations of the Participant and the Company under this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio in all respects, including, without limitation, matters relating to the validity, construction, interpretation, administration, effect, enforcement, and remedies provisions of the Plan and its rules and regulations, except to the extent preempted by applicable federal law. The Participant and the Company agree to submit to the jurisdiction of the state and federal courts of the State of Ohio with respect to matters relating to the Plan and this Agreement and agree not to raise or assert the defense that such forum is not convenient. 6. Rights and Remedies Cumulative. All rights and remedies of the Company and of the Participant enumerated in this Agreement shall be cumulative and, except as expressly provided otherwise in this 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. 7. Captions. The captions contained in this Agreement are included only for convenience of reference and do not define, limit, explain or modify this Agreement or its interpretation, construction or meaning and are in no way to be construed as a part of this Agreement. 8. Severability. If any provision of this 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 Agreement or the application of such 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 Agreement that if any provision of this 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. 9. Plan as Controlling. All terms and conditions of the Plan applicable to options granted thereunder which are not set forth in this Agreement shall be deemed incorporated herein by reference. In the event that any provision in this Agreement conflicts with any term in the Plan, the term in the Plan shall be deemed controlling. Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan. 15 10. No Right to Continued Employment. This Plan does not constitute a contract of employment. Nothing in the Plan or in this Agreement confers upon the Participant the right to continue in the employ of the Company or interferes with or restricts in any way the right of the Company to discharge the Participant at any time (subject to any contract rights of such Participant). 11. Stockholders' Rights. The Participant shall have none of the rights or privileges of a stockholder of the Company, including but not limited to the right to receive dividends on the Covered Shares, except with respect to shares as to which a stock certificate has been duly issued to the Participant. 12. Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Participant with respect to the subject matter of this Agreement, and this Agreement supersedes all prior and contemporaneous agreements between the parties hereto in connection with the subject matter of this Agreement. No change, termination or attempted waiver of any of the provisions of this Agreement shall be binding upon any party hereto unless contained in a writing signed by the party to be charged. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of __________________ __, 200_. COMPANY: ------- Camco Financial Corporation By: ------------------------ ------------------------ Its: ----------------- PARTICIPANT: ----------- --------------------------- ----------------- 16 -----END PRIVACY-ENHANCED MESSAGE-----