EXHIBIT
10
RURBAN
FINANCIAL CORP.
2008
STOCK INCENTIVE 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:
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(a)
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“Applicable
Event” shall mean:
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(i)
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Any
“person,” including a “group” (as such terms are used in Subsections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules promulgated thereunder, but excluding the
Company, any Subsidiary or any employee benefit plan of the Company
or any
Subsidiary) becomes the “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of, or acquires the power
to
direct, directly or indirectly, the exercise of voting power with
respect
to, securities which represent 50% or more of the combined voting
power of
the Company’s outstanding securities thereafter;
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(ii)
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The
Company is merged or consolidated with or into another entity, in
which
the Company is not the continuing or surviving entity, or pursuant
to
which any securities of the Company would be converted into cash,
securities or other property of another entity, other than a merger
or
consolidation in which holders of the securities of the Company
immediately prior to the merger or consolidation have the same
proportionate ownership of securities of the surviving entity immediately
after the merger or consolidation as they had of securities of the
Company
immediately before the merger or consolidation;
or
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(iii)
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The
shareholders of the Company approve an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s
assets (or any transaction having a similar
effect).
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(b)
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“Award”
shall mean any Option, Restricted Stock or Stock Appreciation Right
granted under the Plan.
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(c)
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“Award
Agreement” shall mean an agreement between the Company and a Participant
that describes the terms and conditions of each
Award.
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(d)
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“Board”
shall mean the Board of Directors of the
Company.
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(e)
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“Change
in Control Price” shall mean the price (or other property) per share of
Stock paid in conjunction with any transaction resulting in an Applicable
Event or, in the case of an Applicable Event occurring solely by
reason of
events not related to a transfer of Stock, the Fair Market Value
of a
share of Stock on the last trading day before the Applicable Event
occurs.
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(f)
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“Code”
shall mean the Internal Revenue Code of 1986, as
amended.
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(g)
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“Committee”
shall mean the Compensation Committee of the Board.
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(h)
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“Company”
shall mean Rurban Financial Corp.
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(i)
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“Director”
shall mean an individual (i) who is a member of the Board, a member
of the
Board of Directors of a Subsidiary, or a member of an advisory board
who
is appointed by the Board and (ii) who is not an
Employee.
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(j)
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“Disability”
shall mean:
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(i)
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With
respect to Incentive Stock Options, disability as defined in Section
22(e)(3) of the Code; and
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(ii)
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With
respect to any other Award, a physical or mental impairment that
renders a
Participant incapable of performing the essential functions of his
job on
a full-time basis, taking into account any reasonable accommodation
required by law, as determined by a physician who is selected by
the
Committee, for a period greater than 180 days.
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(k)
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“Effective
Date” shall mean, with respect to the Plan, the date specified in Section
2.3 as the Effective Date.
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(l)
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“Employee”
shall mean any person, including an executive officer, who is employed
by
the
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Company
or any of its Subsidiaries.
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(m)
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“Fair
Market Value” shall mean the value of a share of Stock on any relevant
date, determined as follows:
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(i)
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If
the Stock is traded on an exchange, the reported “closing price” on the
relevant date if it is a trading day or, otherwise, on the next trading
day;
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(ii)
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If
the Stock is not traded on an exchange but is traded over-the-counter
on a
quotation system, the reported “closing price,” if reported, or if there
is no reported “closing price,” the mean between the highest bid and the
lowest asked prices on that quotation system on the relevant date
if it is
a trading day, or otherwise, on the next trading day; or
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(iii)
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If
neither subparts (i) or (ii) of this definition apply:
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(1)
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With
respect to any Incentive Stock Option, fair market value within the
meaning of Section 422 of the Code;
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(2)
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With
respect to any Award that is subject to Section 409A of the Code
or any
Nonqualified Stock Option or Stock Appreciation Right, fair market
value
shall be determined by the reasonable application of a reasonable
valuation method within the meaning of Treasury Regulation
§1.409A-1(b)(5)(iv)(B); and
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(3)
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With
respect to any other Award, fair market value shall be determined
by
application of such reasonable valuation methods as the Committee
shall
adopt or apply.
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(n)
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“Incentive
Stock Option” shall mean an Option to purchase shares of Stock which is
designated as an Incentive Stock Option by the Committee and is intended
to meet the requirements of Section 422 of the
Code.
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(o)
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“Nonqualified
Stock Option” shall mean an Option to purchase shares of Stock which is
not an Incentive Stock Option.
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(p)
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“Option”
shall mean an option to purchase shares of Stock granted pursuant
to the
provisions of the Plan. Options granted under the Plan shall be either
Nonqualified Stock Options or Incentive Stock Options.
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(q)
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“Participant”
shall mean a Director or Employee to whom an Award has been granted
under
the Plan.
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(r)
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“Plan”
shall mean the Rurban Financial Corp. 2008 Stock Incentive Plan,
the terms
of which are set forth herein and in any amendment which may be made
hereto.
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(s)
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“Restricted
Stock” shall mean a share of Stock granted to a Participant pursuant to
Article VIII of the Plan.
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(t)
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“Retirement”
shall mean a voluntary termination by the Participant after (i) attaining
the age of 62 and (ii) completing five years of service to the Company
or
a Subsidiary.
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(u)
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“Stock”
shall mean the common shares, without par value, of the Company or,
in the
event that the outstanding shares of Stock are changed into or exchanged
for different shares or securities of the Company or some other entity,
such other shares or securities.
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(v)
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“Stock
Appreciation Right” shall mean a right to receive an amount equal to the
excess of the Fair Market Value on the exercise date over the Fair
Market
Value on the date the Stock Appreciation Right is granted pursuant
to the
provisions of the Plan.
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(w)
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“Subsidiary”
shall mean:
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(i)
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With
respect to an Incentive Stock Option, a “subsidiary corporation” as
defined in Section 424(f) of the Code;
and
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(ii)
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With
respect to any other Award, any person with whom the Company would
be
considered to have a controlling interest, as defined in Treasury
Regulation
§1.409A-1(b)(5)(iii)(E)(1).
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ARTICLE
II
The
Plan
Section
2.1 Name.
The Plan
shall be known as the “Rurban Financial Corp. 2008 Stock Incentive
Plan.”
Section
2.2 Purpose.
The
purpose of the Plan is to advance the interests of the Company and its
shareholders by affording to Directors and Employees an opportunity to acquire
or increase their proprietary interest in the Company by the grant to such
persons of Awards 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 are key to the success of the Company.
Section
2.3 Effective Date and Termination of Plan.
The Plan
shall become effective upon the affirmative
vote
of
the Board on January 16, 2008 (the “Effective Date”); provided, however, that if
the Plan is not approved by the shareholders of the Company within twelve (12)
months following such adoption, the Plan and all outstanding Awards, if any,
shall be deemed null and void and shall be of no force or effect. No Awards
granted under the Plan may be exercised prior to approval of the Plan by the
shareholders of the Company. The Plan shall terminate upon the earliest of
(a)
January 16, 2018; (b) the date on which all Stock available for issuance under
the Plan has been issued pursuant to the exercise or settlement, as applicable,
of Awards granted hereunder or with respect to which payments have been made
upon the exercise of Stock Appreciation Rights or other rights; or (c) the
determination of the Board that the Plan shall terminate. No Awards may be
granted under the Plan after such termination date, provided that the Awards
granted and outstanding on such date shall continue to have force and effect
in
accordance with the provisions of the Award Agreements evidencing such
Awards.
ARTICLE
III
Administration
Section
3.1 Administration.
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(a)
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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
Awards
may be granted, the number of shares of Stock to be subject to each
Award,
the period during which each Option or Stock Appreciation Right may
be
exercised, the price at which each Option or Stock Appreciation Right
may
be exercised, and the terms and conditions of any
Award.
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(b)
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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. The vote of a majority of the members of the Committee
shall
decide any question brought before the meeting. In addition, the
Committee
may take any action otherwise proper under the Plan by the execution
of a
written action, taken without a meeting, and signed by all of the
members
of the Committee.
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(c)
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All
questions of interpretation and application with respect to the Plan
or
Awards granted thereunder shall be subject to the determination,
which
shall be final and binding, of a majority of the whole
Committee.
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(d)
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The
Committee shall have the sole discretion and authority to determine
whether an Option shall be an Incentive Stock Option or a Nonqualified
Stock Option; provided that Incentive Stock Options may be granted
only to
persons who are Employees.
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(e)
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Notwithstanding
any provision contained herein, a grant of an Award to a Director
must be
approved by the full Board.
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(f)
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Each
person who is or shall have been a member of the Committee or of
the Board
shall be indemnified and held harmless by the Company against and
from any
loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action,
suit or proceeding to which he may be a party or in which he may
be
involved by reason of any action taken or failure to act under the
Plan
and against and from any and all amounts paid by him in settlement
thereof, with the Company’s approval, or paid by him in satisfaction of
judgment in any such action, suit or proceeding against him; provided
that
he shall give the Company an opportunity, at its own expense, to
handle
and defend the same before he undertakes
to
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handle
and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such person
may
be entitled under the Company’s articles of incorporation or regulations, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
him or hold him harmless.
Section
3.2 Company Assistance.
The
Company and its Subsidiaries shall supply full and timely information to the
Committee on all matters relating to eligible Employees, their employment,
death, Retirement, Disability or other termination of employment and such other
pertinent facts as the Committee may require. The Company shall furnish the
Committee with such clerical and other assistance as is necessary in the
performance of its duties.
ARTICLE
IV
Participants
Section
4.1 Eligibility.
Directors and Employees shall be eligible to participate in the Plan. The
Committee may grant Awards to any eligible individual subject to the provisions
of Sections 3.1(e) and 5.1.
ARTICLE
V
Shares
of Stock Subject to Plan
Section
5.1 Grant of Awards and Limitations.
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(a)
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Grant
of Awards.
The Committee shall designate the Employees and Directors eligible
to
receive Awards and the number of shares of Stock subject to such
Awards.
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(b)
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Stock
Available for Awards.
Subject to adjustment pursuant to the provisions of Section 11.4
hereof,
the aggregate number of shares of Stock with respect to which Awards
may
be granted during the term of the Plan shall not exceed 250,000.
Shares
with respect to which Awards may be granted may be either authorized
and
unissued shares of Stock or shares of Stock issued and thereafter
acquired
by the Company.
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(c)
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Incentive
Stock Options.
In
the case of Incentive Stock Options, the aggregate Fair Market Value
of
the shares of Stock (under all plans of the Company and all of its
Subsidiaries), with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar
year,
may not exceed $100,000. Such Options that exceed $100,000 shall
be
treated as Nonqualified Stock Options. The maximum number of shares
of
Stock that may be granted under the Plan through the exercise of
Incentive
Stock Options shall be 250,000.
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Section
5.2 Awards Under the Plan.
Shares
of Stock with respect to which an Award granted hereunder shall have been
exercised or settled, as applicable, shall not again be available for grant
hereunder. If Awards granted hereunder shall expire, terminate or be canceled
for any reason without being wholly exercised or settled, as applicable, new
Awards may be granted hereunder covering the number of shares of Stock to which
such Award’s expiration, termination or cancellation relates.
ARTICLE
VI
Options
Section
6.1 Grant of Options.
Subject
to the terms, restrictions and conditions specified in the Plan and
the
associated
Award Agreement, the Committee may grant Nonqualified Stock Options and
Incentive Stock Options to Employees and Nonqualified Stock Options to Directors
at any time during the term of the Plan. Each Option granted hereunder shall
be
evidenced by minutes of a meeting or the written consent of all of the members
of the Committee or the Board, as applicable, and by a written Award Agreement
in such form as the Committee shall approve from time to time. The Award
Agreement shall set forth such terms and conditions of the Option as may be
determined by the Committee, consistent with the Plan.
Section
6.2 Exercise Price.
The
exercise price of the Stock subject to an Option shall not be less than the
Fair
Market Value on the date the Option is granted; provided, however, that the
exercise price for an Incentive Stock Option granted to a Participant who owns
or who is deemed to own shares possessing more than 10% of the total combined
voting power of all classes of shares of the Company or any Subsidiary as
determined under Section 422 of the Code (a “10 Percent Owner”), shall not be
less than 110% of the Fair Market Value on the date the Incentive Stock 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. The period of exercise for each Incentive Stock Option
granted to a 10 Percent Owner may not be more than 5 years from the date of
grant of the Option.
Section
6.4 Option Exercise.
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(a)
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Subject
to Section 6.4(b) 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 (but with respect to
whole
shares only) 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 of
Stock.
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(b)
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Options
shall be exercisable according to respective vesting schedules set
forth
in each Award Agreement as determined by the Committee. At the discretion
of the Committee, all or a portion of Options previously granted
to a
Participant can be amended to reduce the vesting schedule or immediately
100% vest such Options.
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(c)
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Subject
to such terms and conditions as may be determined by the Committee
in its
sole discretion upon grant of any Option, payment for the shares
of Stock
to be acquired pursuant to exercise of the Option shall be made as
follows:
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(1)
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By
delivering to the Company at its principal office a check payable
to the
order of “Rurban Financial Corp.” in the amount of the exercise price for
the number of shares of Stock with respect to which the Option is
then
being exercised; or
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(2)
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By
tendering to the Company shares of Stock owned by the Participant
for at
least six months prior to the date the Option is exercised (or such
other
period acceptable under the generally accepted accounting principles)
having an aggregate Fair Market Value as of the date of exercise
equal to
the exercise price for the number of shares of Stock with respect
to which
the Option is then being exercised;
or
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(3)
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By
any combination of payments delivered pursuant to paragraphs (c)(1)
and
(c)(2) above.
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Section
6.5 Rights as a Shareholder.
A
Participant shall have no rights as a shareholder with respect to any share
of
Stock subject to such Option prior to the exercise of the Option and the
purchase of such shares of
Stock.
ARTICLE
VII
Stock
Appreciation Rights
Section
7.1 Stock Appreciation Rights.
Subject
to the terms and conditions of the Plan, the Committee may grant Stock
Appreciation Rights to Participants at any time during the term of the Plan,
either alone or in tandem with other Awards. Such Stock Appreciation Rights
shall be evidenced by an Award Agreement in such form as the Committee shall
from time to time approve. Such Award Agreements shall comply with, and be
subject to, the following terms and conditions:
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(a)
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Exercise
Price.
The exercise price of a Stock Appreciation Right may not be less
than 100%
of the Fair Market Value on the date of
grant.
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(b)
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Period
and Exercise.
The Award Agreement will specify the period over which a Stock
Appreciation Right may be exercised and the terms and conditions
that must
be met before it may be exercised; provided, however, that an Award
Agreement may not permit the Stock Appreciation Right to be exercisable
more than 10 years after the date of grant. A Participant may exercise
a
Stock Appreciation Right by giving written notice of exercise on
a form
acceptable to the Committee specifying the portion of the Stock
Appreciation Right being exercised.
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(c)
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Calculation
of Appreciation.
Upon the exercise of Stock Appreciation Right, the Participant shall
be
entitled to receive either (i) cash equal to the excess of the Fair
Market
Value on the exercise date over the Fair Market Value on the date
the
Stock Appreciation Right was granted, multiplied by the number shares
of
Stock with respect to which the Stock Appreciation Right is being
exercised (the “Cash Amount”), or (ii) a number of shares of Stock equal
to the Cash Amount, divided by the Fair Market Value on the exercise
date
of the Stock Appreciation Right.
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(d)
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Payment
of Appreciation.
The total appreciation available to a Participant from an exercise
of a
Stock Appreciation Right shall be paid in a single lump sum payment
in
either cash or shares of Stock, as determined by the
Committee.
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(e)
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Rights
as a Shareholder.
A
Participant shall have no rights as a shareholder with respect to
any
share of Stock subject to a Stock Appreciation
Right.
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ARTICLE
VIII
Restricted
Stock
Section
8.1 Grant of Restricted Stock.
Subject
to the terms and conditions of the Plan, the Committee may grant Restricted
Stock to Participants at any time during the term of the Plan. Such Restricted
Stock shall be subject to the terms and conditions that the Committee specifies
in the Award Agreement and to the terms and conditions of the Plan. At the
Committee’s sole discretion, all shares of Restricted Stock will be held by the
Company as escrow agent or issued to the Participant in the form of certificates
bearing a legend describing the restrictions imposed on the shares.
Section
8.2 Earning Restricted Stock.
Restricted Stock may not be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated until the terms, restrictions and conditions imposed
on the Restricted Stock have lapsed as described in the Award Agreement.
Restricted Stock will be (a) forfeited if all terms, restrictions and conditions
described in the Award Agreement have not been satisfied or (b) released from
escrow and distributed (or any restrictions described in the certificates
removed) as soon as practicable after
all
terms, restrictions and conditions described in the Award Agreement have been
satisfied.
Section
8.3 Rights Associated with Restricted Stock.
During
the applicable period of restriction and unless the Award Agreement provides
otherwise, each Participant to whom Restricted Stock has been granted (a) may
exercise full voting rights associated with that Restricted Stock and (b) will
be entitled to receive all dividends and other distributions paid with respect
to that Restricted Stock; provided, however, that if any dividends or other
distributions are paid in shares of Stock, those shares will be subject to
the
same restrictions on transferability and forfeitability as the shares of
Restricted Stock with respect to which they were issued.
ARTICLE
IX
Amendment
and Modification of Plan
Section
9.1 Amendment.
The
Board may from time to time amend or modify or make such changes in and
additions to the Plan as it may deem desirable, without further action on the
part of the shareholders of the Company except as such shareholder approval
may
be required (a) to satisfy the requirements of Rule 16b-3 under the Exchange
Act
or any successor rule or regulation; (b) to satisfy applicable requirements
of
the Code; or (c) to satisfy applicable requirements of the NASDAQ Stock Market
or any securities exchange on which are listed any of the Company’s equity
securities. No such action to amend the Plan shall reduce the then-existing
number of Awards granted to any Participant or adversely change the terms and
conditions thereof without such Participant’s consent.
ARTICLE
X
Withholding
Section
10.1 Tax Withholding.
With
respect to Employees, the Company shall have the power and the right to deduct
or withhold an amount sufficient to satisfy federal, state and local taxes
required by law to be withheld with respect to any grant, exercise, or payment
made under or as a result of the Plan. At the discretion of the Committee,
a
Participant may be permitted to pay to the Company the withholding amount in
the
form of cash, shares of Stock owned by the Participant for at least the previous
six months (or such other period acceptable under the generally accepted
accounting principles) or by having the Company withhold shares of Stock from
the settlement of the Award. If payment of the withholding amount is made by
tendering shares of Stock, the value of the shares of Stock delivered shall
equal the Fair Market Value on the day preceding the date of exercise of the
Award.
ARTICLE
XI
Miscellaneous
Section
11.1 Transferability.
During
the Participant’s lifetime, any Award may be exercised only by the Participant
or any guardian or legal representative of the Participant, and the Award shall
not be transferable except by will or the laws of descent and distribution,
and
with respect to Awards, except Incentive Stock Options, (a) as specifically
permitted by and solely to the extent permitted in the Award Agreement, or
(b)
to an immediate family member, a partnership consisting solely of immediate
family members, or trusts for the benefit of immediate family
members.
Section
11.2 Designation of Beneficiary.
A
Participant may file a written designation of a beneficiary who is to receive
any Stock that is unsettled and/or cash that is unpaid in the event of the
Participant’s death. Such designation of beneficiary may be changed by the
Participant at any time by written notice to the
Company.
Upon the death of a Participant and upon receipt by the Company of proof of
identity and the existence of a beneficiary at the time of the Participant’s
death validly designated by the Participant under the Plan, the Company shall
deliver such Stock and/or cash to such beneficiary. In the event of the death
of
a Participant 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 and/or cash to the executor or the 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 and/or cash 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 and/or cash credited to the Participant under the Plan.
Section
11.3 Effect of Termination, Death, Disability and Retirement.
Unless
otherwise specified in the Award Agreement, all Awards will be exercisable
or
forfeited as described in this Section 11.3:
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(a)
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Termination.
If
a Participant’s service as a Director or an Employee terminates for any
reason, other than his Retirement, death or Disability, before the
date of
expiration of the Awards held by such Participant, (i) any Options
and
Stock Appreciation Rights that are not exercisable and any unvested
Restricted Stock shall become null and void on the date of such
termination and (ii) all exercisable Options and Stock Appreciation
Rights
shall terminate on the earlier of (1) the date of expiration of the
Options and Stock Appreciation Rights, as applicable, or (2) 30 days
following the date of the Participant’s termination. A Participant who
terminates employment with the Company, but retains his status as
a
Director is not considered terminated with respect to Nonqualified
Stock
Options, Stock Appreciation Rights, and Restricted Stock under this
Section 11.3. The date of such termination shall be the date the
Participant ceases to be both a Director and an Employee of the
Company.
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(b)
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Death.
If
a Participant’s service as a Director or an Employee terminates due to his
death before the expiration of the Awards held by the Participant,
(i) any
Options and Stock Appreciation Rights that are not exercisable shall
become exercisable, (ii) any outstanding Options and Stock Appreciation
Rights shall terminate on the earlier of (1) the date of expiration
of the
Options and Stock Appreciation Rights, as applicable, or (2) one
year
following the date of the Participant’s death; and (iii) any unvested
Restricted Stock shall become fully vested. The executor, administrator
or
personal representative of the estate of a deceased Participant,
or the
person or persons to whom an Award granted hereunder shall have been
validly transferred by the executor, the administrator or the personal
representative of the Participant’s estate, shall have the right to
exercise the Participant’s Option or Stock Appreciation Right or receive
the Participant’s Restricted Stock. To the extent that such Options and
Stock Appreciation Rights would otherwise be exercisable under the
terms
of the Plan and the Participant’s Award Agreement, such exercise may occur
at any time prior to the termination date specified in this Section
11.3(b).
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(c)
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Disability.
If
a Participant’s service as a Director or an Employee terminates due to his
Disability before the expiration of the Awards held by the Participant,
(i) any Options and Stock Appreciation Rights that are not exercisable
shall become exercisable, (ii) any outstanding Options and Stock
Appreciation Rights shall terminate on the earlier of (1) the date
of
expiration of the Options and Stock Appreciation Rights, as applicable,
or
(2) one year following the date of the Participant’s termination of
service due to Disability; and (iii) any unvested Restricted Stock
shall
become fully vested.
|
|
|
(d)
|
Retirement.
If
a Participant Retires before the date of expiration of the Awards
held by
such Participant, (i) any Options and Stock Appreciation Rights that
are
not exercisable shall become exercisable, (ii) any outstanding Options
and
Stock Appreciation Rights shall terminate on
the
|
earlier
of (1) the date of expiration of the Options and Stock Appreciation Rights,
as
applicable, or (2) one year following the date of the Participant’s Retirement;
provided, however, that an Incentive Stock Option that is not exercised within
three months after the date of the Participant’s Retirement shall be treated as
a Nonqualified Stock Option; and (iii) any unvested Restricted Stock shall
become fully vested.
Section
11.4 Antidilution.
If
there
is a Stock dividend, Stock split, recapitalization (including payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders, exchange of shares or other similar
corporate change affecting the Stock, the Committee will appropriately adjust
(a) the aggregate number of shares of Stock available for Awards or subject
to
outstanding Awards (as well as any Stock-based limits imposed under the Plan),
(b) the respective exercise price, number of shares of Stock and other
limitations applicable to outstanding Awards, and (c) any other factors, limits
or terms affecting any outstanding Awards. Notwithstanding the foregoing, an
adjustment pursuant to this Section 11.4 shall be made only to the extent such
adjustment complies, to the extent applicable, with Section 409A of the Code.
Section
11.5 Applicable Event.
In the
event an Applicable Event occurs, (a) if determined by the Committee in the
applicable Award Agreement or otherwise determined by the Committee in its
sole
discretion, any outstanding Awards then held by Participants which are
unexercisable or otherwise unvested or subject to lapse restrictions may
automatically be deemed exercisable or otherwise vested or no longer subject
to
lapse restrictions, as the case may be, as of immediately prior to such
Applicable Event and (b) the Committee may, but shall not be obligated to (i)
cancel such Awards for the Change in Control Price or (ii) provide for the
issuance of substitute Awards that will substantially preserve the otherwise
applicable terms of any affected Awards previously granted hereunder as
determined by the Committee in its sole discretion or (iii) provide that for
a
period of at least fifteen (15) days prior to the Applicable Event, any Options
or Stock Appreciation Rights shall be exercisable as to all shares of Stock
subject thereto and that upon the occurrence of the Applicable Event, such
Options and Stock Appreciation Rights shall terminate and be of no further
force
and effect.
Section
11.6 Application of Funds.
The
proceeds received by the Company from the sale of Stock pursuant to Awards
shall
be used for general corporate purposes.
Section
11.7 Tenure.
Nothing
in the Plan or in any Award granted hereunder or in any Award Agreement relating
thereto shall confer upon any Director or Employee the right to continue in
such
position with the Company or any Subsidiary.
Section
11.8 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 any Subsidiary, nor shall
the Plan preclude the Company or any Subsidiary from establishing any other
forms of incentive or other compensation for Directors or
Employees.
Section
11.9 No Obligation to Exercise Awards.
The
granting of an Award shall impose no obligation upon the Participant to exercise
or accept such Award.
Section
11.10 Plan Binding on Successors.
The Plan
shall be binding upon the successors and assigns of the Company.
Section
11.11 Compliance with Section 16.
If the
Company has a class of equity securities registered under Section 12 of the
Exchange Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act.
To
the extent that any transaction or action by the Committee fails to so comply,
the Committee may amend the Plan and the terms of any
outstanding
Award, and any action of the Committee which fails to comply shall be deemed
void to the extent permitted by law and deemed advisable by the
Committee.
Section
11.12 Requirements of Law.
The
grant of Awards and the issuance of shares of Stock will be subject to all
applicable laws, rules and regulations and to all required approvals of any
governmental agencies or exchange, market or other quotation system on or though
which the securities of the Company are then traded. Also, no shares of Stock
will be issued under the Plan unless the Company is satisfied that the issuance
of those shares of Stock will comply with applicable federal and state
securities laws. Shares of Stock tendered under the Plan may be subject to
any
stock transfer orders and other restrictions that the Committee believes to
be
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any exchange, market or other quotation system on
or
through which the Company’s securities are then traded, or any other applicable
federal or state securities law. The Committee may cause a legend or legends
to
be placed on any certificates issued under the Plan to make appropriate
reference to restrictions within the scope of this section.
Section
11.13 Singular, Plural and Gender.
Whenever
used herein, nouns in the singular shall include the plural, and the masculine
pronoun shall include the feminine.
Section
11.14 Headings.
Headings
are inserted for convenience of reference; they constitute no part of the
Plan.
Section
11.15 Governing Law.
Except
as otherwise required by law, the validity, construction and administration
of
the Plan shall be determined under the laws of the State of Ohio.
Section
11.16 Section 409A of the Code.
It is
intended that Awards granted under the Plan comply with or be exempt from the
requirements of Section 409A of the Code and the Treasury Regulations
promulgated thereunder (and any subsequent notices or guidance issued by the
Internal Revenue Service), and the Plan will be
interpreted,
administered and operated accordingly.
Nothing
herein shall be construed as an entitlement to or guarantee of any particular
tax treatment to a Participant.
EXHIBIT
99.1
RURBAN
FINANCIAL CORP.
Moderator:
Valda Colbart
April
18, 2008
10:00
a.m. ET
Operator:
Good morning and welcome, ladies and gentlemen, to the Rurban Financial Corp.
First Quarter 2008 Earnings Conference Call and Webcast.
At
this
time, I would like to inform you that this conference call is being recorded
and
that all participants are in a listen-only mode. We will open the conference
up
to the investment community for questions and answers following the
presentation.
I
would
now turn the conference over to Valda Colbart, Investor Relations Officer.
Please go ahead.
Valda
Colbart: Good morning everyone. I would like to remind you that this conference
call is being broadcast live over the Internet and will also be archived and
available at our Web site www.rurbanfinancial.net until May 9, 2008.
Before
we
get started, I would like to remind - to make our usual safe harbor statement
and remind everyone that comments made during this conference call regarding
Rurban's anticipated future performance are forward-looking and therefore,
involve risks and uncertainties that could cause the results or development
to
differ significantly from those indicated in these statements. These risks
and
uncertainties include but are not limited to risks and uncertainties inherent
in
general and local banking, insurance and mortgage conditions, competitive
factors specific to markets in which the company and its subsidiaries operate,
future interest rate levels, changes in local real estate markets, legislative
and regulatory decisions, or capital market conditions, and other factors set
forth in the company's filings with the Securities & Exchange Commission.
I
will
now turn the call over to Ken Joyce, President and CEO of Rurban Financial
Corp.
Ken…
Ken
Joyce: Well, thank you, Valda and welcome to the First Quarter 2008 Webcast
for
Rurban Financial Corp. We appreciate you taking the time to listen in as we
discuss the financial progress of your company.
Joining
me today and presenting the quarterly progress and results are Duane Sinn,
our
Chief Financial Officer; Mark Klein, President and CEO of The State Bank and
Trust Company; and Hank Thiemann, the President of RDSI.
Our
earnings continue to improve as we reported first quarter earnings on Wednesday
evening of $1.1 million, of which approximately $1 million was core earnings.
We
have not produced a $1 million quarter for core earnings since 2001. The good
news is that the earnings improvement came from both of our business segments,
banking and data and item processing. Our CFO will give you details of this
progress, but I will discuss the strategy that we're using to get these results.
On
the
banking side, we are growing our loan balances through market expansion and
sales efforts. It is important to note that this growth is not coming at the
cost of sacrificing loan quality or below
market
interest rates. For the last few years, we have made strategic expansions into
Lima, Toledo, Fort Wayne, Indiana, and Columbus, Ohio. These investments are
now
paying off, as we are experiencing loan growth in each of these markets. And
we
see these markets continuing to grow subject to the extent of the current
recession or slow-down.
These
market successes are coming to us as a result of an aggressive sales program,
not just our presence in these markets. Mark Klein, the President and CEO of
State Bank and Trust, has implemented these sales programs with a passion and
the program is accompanied with a very targeted incentive program.
I'll
now
turn the Webcast over to Mark Klein, President and CEO of our banking group
to
discuss the progress of the bank. Mark…
Mark
Klein: Thank you, Ken and good morning. We continue to make steady progress.
Net
income and resulting ROA have improved from a combination of loan growth,
increases in depos - deposit fee income, mortgage banking volume, expansion
of
our core deposits, and continued expense containment. Our key performance
objectives for each, along with the specific departmental strategies and clearly
defined priorities, have enabled us to move our entire organization to higher
performance and improved efficiency.
Delivering
our loan growth is our team of commercial lenders in five geographical diverse
markets, Northwest Ohio, greater Toledo, Lima, and Columbus, Ohio, and Fort
Wayne, Indiana. Through the first quarter, we have made 994 client calls. Our
commercial lenders and regional executives continue to deliver value by
listening to our clients' needs and goals, and proactively recommending
strategies, products, and services that improve their case flow and enhance
their liquidity, while structuring their balance sheet for growth.
Deposit
fees continue to improve with the expansion and integration of the high
performance checking program we began in April of 2007. Net retail checking
accounts for the quarter have increased by 122 compared to a net increase of
24
for the same quarter last year. Not only is this program delivering more retail
core checking balances and fee income, but additional cross-sell opportunities
as well. In 2006, our retail cross-sell ratio was 1.08 additional services
per
retail checking account opened. We improved our sales ratio to 2.35 for 2007,
and for the first quarter of 2008 we have improved to 2.73. Clearly our
objective of three, or more, for 2008 is within reach.
Our
improved cross-sell ratio has also fed our objective of moving transactions
to
our more efficient electronic banking channel, a key strategy continued from
2007 into 2008. The number of clients utilizing electronic banking services
has
increased from 12,234 to 15,148, an increase of nearly 3,000, or 23.8 percent
from the same quarter last year. This utilization has increased our monthly
e-banking activity by 32 percent from 255,000 transactions in March of 2007
to
298,000 transactions in March of 2008, shifting 73,000 transactions to this
more
efficient channel.
Providing
additional earnings strength for the quarter was lower mortgage rates that
enabled us to increase our production by 125 percent to $18.4 million from
$8
million compared to the same quarter a year-ago. A combination of product
improvements, market expansions, and inter-departmental referrals provided
the
momentum. This growth came with prudent underwriting, reflecting our continued
strategy that strategy that we will not forfeit quality for quantity.
Finally,
with the full integration of expense reductions implemented in the first and
fourth quarter of 2007, coupled with the aforementioned production improvement,
we have reduced our efficiency
ratio
from 87 percent for the first quarter a year ago to 73 percent for this quarter.
With continued prudent expense control, we see a continuously improving picture
for 2008.
Ken,
back
to you…
Ken
Joyce: Thank you, Mark and congratulations on your success in the banking unit
and the positive results of your efforts.
Shifting
our look to the data and item processing company, our strategy at RSDI is simple
in expression, but certainly difficult in execution. We have three areas of
strategic focus. Grow the business, operate efficiently, and manage the risk.
I'll focus on my comments on grow the business.
We
are
growing the business through thre - through two primary strategies, market
expansion and product expansion. Market expansion is occurring within our
footprint and outside. We continue to obtain business through referrals and
our
sales efforts in our footprint. However, of growing importance is our expansion
in the new markets. Within the past year, we have entered Florida and Nevada
with two new banks in each of these markets. We have also entered Nebraska
through a partnership with a Nebraska bank that was processing for itself,
but
decided to instead focus on banking and leave processing to us. This partnership
has brought five Nebraska banks into the RDSI - RDSI family in the last six
months.
We
are
continuing our product expansion as driven by our client banks and from the
constantly evolving technical products. An example of our new product
introduction is mobile banking, which we will be making available to our to
our
client banks in the third quarter of this year. This is an example of how we
provide value to the RDSI banks allowing them to compete against the larger
regional banks by taking a slice of the capital involved in development, instead
of developing and funding the entire product themselves.
I'll
now
turn the Webcast over to Hank Thiemann, President of RDSI, to discuss the
progress of our data and item processing group. Hank...
Hank
Thiemann: Thank you, Ken. RDSI banking systems experienced an excellent first
quarter with total revenue of $5.6 million and net income of $800,000, up 8.7
percent and 15.9 percent, respectively, compared to the year ago quarter.
Driving this increase and impacting future revenue, we closed the quarter with
four new bank clients, increasing clients served to 116 bank across 10 states.
Our product sales growth also continued with 21 client banks contracting for
35
new products to enhance their processing and services to their customers. These
products represent annual contract revenue of $113,000 and $76,000 in one-time
installation fees. Given the state of the banking industry, we are focusing
our
product offerings on providing products and services that help create either
more operating efficiencies, or revenue generating products. Examples would
be
remote capture of checks at branches and at merchants, and in the future in
consumers' homes.
Global
banking is on the horizon, as Ken mentioned, offering anytime from anywhere
banking with cell phones. We are also working to help our client banks increase
use of document imaging, loan files and deposit records, in connection with
a
paperless process for internal transmission of information, forms and account
changes. Given the media attention to systems breaches and simple loss of data
through lost or stolen devices, we are developing methods to secure laptops
and
flash drives.
We'll
also be offering encrypted internal e-mail for secure transmission, systems
for
increased client bank management control and monitoring of Internet usage.
Internally at RDSI, we also focused on
efficiencies.
Our item processing operations in Lansing, Michigan, and Defiance, Ohio,
continue with improvements and streamlining of operations, allowing a reduction
of 17 full-time equivalents 2007 benefiting our expenses in 2008. At our
Defiance headquarters, process improvements continue, such as moving our banking
clients to ACH collection of receivables, moving our accounts receivables over
20 days to just over five days.
Our
focus
for the balance of 2008 will be on several major fronts. Internally, we are
enhancing customer service levels with staff training and better management
tools. While not every client bank is necessarily interested in every new
product, we will continue to explore, compare, analyze, select, test, and launch
new products throughout the year. Our entries into newer territories, namely
Nebraska, Arkansas, Florida, and Nevada, provide us with the opportunities
to
explore sales and continuing client growth in those states. Also, market
research has begun for future entry into one or two more states.
Challenges
that the banking industry faces today result in opportunities for RDSI to truly
serve its clients as our value proposition indicates: the technical leader,
a
trusted advisor and a secure provider, providing the best overall value and
outstanding service to our clients.
Ken,
back
to you...
Ken
Joyce: Well, thank you, Hank. I'll now turn the Webcast over to Duane Sinn,
Rurban's Chief Financial Officer, who will discuss our financial information
in
greater detail. Duane…
Duane
Sinn: Thank you, Ken and good morning. I'll start out with a few balance sheet
highlights.
Total
assets at March 31, 2008, were $572 million, a $23 million increase from
approximately 540 --- $549 million reported at March 31, 2007. The increase
in
assets was primarily contributed by loan growth, which increased $19 million.
Loans increased a modest $2.6 million during the current quarter. However,
the
overall pipeline for loans remains good and has improved over the last 30 to
60
days as many of the regional banks, such as Huntington and National City, appear
to be slowing their lending efforts. An additional bright spot for our banking
group during the quarter was lower mortgage rates, which spike production for
approximately 60 days.
As
Mark
mentioned in his section, total originations during the quarter were $18.4
million compared to only $8 million, ah, for the first quarter of 2007. Over
95
percent of these originations were sold into the secondary market with servicing
retained. And our overall pipeline for mortgage originations remains strong.
As
has
been the pattern over the past several years, our loan growth continues to
be
generated from our niche of lending to small commercial businesses. Our
production continues to come from our mark - from all of our markets. And Fort
Wayne, Indiana, produced the largest growth over the past three months. During
the quarter we benefited from increases in our ag lending balances. Many of
our
area farmers - farmers are experiencing higher input costs, and they are needing
to fund these costs. Included in our balance sheet for the quarter, additional
detail on the breakout of deposits. And we also mentioned in our press release
that we continued to focus considerable amount of our time managing the
liability side of our balance sheet. These efforts have paid off as we reported
a $255,000 increase, which represents six percent in our net interest income,
and this was primarily driven by increases in our loan balances and decreases
in
our cost of funds.
Our
efforts to reduce our cost of funds include the use of repurchase agreements,
increasing role of our chief deposit officer, focus on private client group
offerings, promotions on our high
performance
checking account program, and focusing on the cross-sell of our products to
our
customers, as mentioned by Mark. These efforts have increased total transaction
account balances by $15.5 million during the quarter - during the first quarter
- while time deposits decreased $4.7 million for the same period. A portion
of
these time deposit transitioned into money market accounts and a portion we
allowed to run off due to the excess liquidity during the quarter.
Transitioning
to the Income Statement: Net income for the quarter was $1.1 million, or 22
cents per diluted share, compared to $702,000, or 14 cents per diluted share.
The 2008 quarterly earnings included $100,000 of net after-tax income due to
one-time items. In the year-ago quarter we also reported a one-time expense
of
$63,000. Excluding the one-time adjustments for both quarters, core operating
earnings increased over 30 percent. The increase that - or excuse me - the
highlights of the quarter include increases in net --net interest income driven
by a stable margin, growth in non-interest income driven by data processing
and
mortgage banking fee income. And our expense control story continues as we
successfully reduced expenses within the banking group during 2007 with 2008
getting the full-year benefit of these savings.
Net
interest income was $3.8 million for the three months ended March 31st, 2008,
compared to 3.6 for the first three months of 2007. This increase of $224,000
was due to maintaining our net interest margin at 3.45 percent within our
banking group, while growing loans approximately $19 million. We have been
very
successful in managing our margin and it has improved from the linked quarter
by
two basis points. And we've done this while managing through the prime rate
cuts
of 300 basis points over the last two quarters. We are we - we remain very
optimistic that our margin will remain stable and that we, ah, continue to
be
liability sensit -- sensitive and that we have a significant portion of our
retail CDs that we'll re-price over the next several quarters. We also have
identified specific initiatives that we plan to execute during the rem --
remainder of 2008 with the objective of continuing to maintain or improve the
margin.
The
provision for loan loss was $193,000 for the first quarter of 2008 compared
to
$93,000 taken in the first quarter of 2007. And if we just roll this forward
a
bit, we expect to continue to contribute somewhere between $150,000 and $200,000
a quarter, and that's primarily dependent upon our loan growth. At this time
we
do not see concerning trends and delinquency or foreclosures, and our target
ah
for our non-performing assets to total assets ratio remains to be at or below
the average for Ohio publicly traded banks by year-end.
Total
non-interest income of $7.5 million for the first quarter of 2008, compared
to
$6.7 million for the prior year first quarter, an increase of $777,000, or
12
percent. We disclosed in the press release that we benefited from $330,000
from
one-time items. Also, mortgage banking has been an important part ah of our
progress as mortgage originations increased 125 percent during the first quarter
of 2006 --- 2008, compared to the first quarter of 2007. Total fee income from
mortgage banking exceeded $340,000 for the current quarter. We also continued
to
record increases in customer service fees driven by increases in our high
performance checking account product, and as mentioned earlier, our focus to
cross-sell additional products continues to increase service charges, NSF fees,
and the - and debit card fee income.
Our
non-interest expense was $9.7 million for the first quarter of 2008, up
$300,000, or 3.23 percent, from the first quarter of 2007. We expensed $84,000
in litigation expense and recorded a write-down of $90,000 on a receivable
within RFCBC, our workout company, during the quarter. These two items represent
the one-time expense disclosed in the press release. Also mentioned in our
press
release, in the first quarter of 2007 included $95,000 of one-time merger
related expenses. Expenses within RDSI and the holding company increased
$285,000 and $163,000, respectively, for the first quarter of 2008 compared
to
the first quarter of 2007. These increases were offset by 100 -
by
$170,000, or 3.25 percent, decrease on operating expenses within our banking
group. If we just step back for a moment and exclude all the one-time items
in
2008 and 2007, our core operating expenses actually decreased approximately
$250,000. And we remain steadfast in looking daily at additional operating
expense efficiencies.
Our
banking group, which now has total assets of $551 million, reported improved
earnings for the first quarter of 2008 and that - its earnings for the first
quarter of 2008 were $917,000, and that compares with $571,000 for the first
quarter of last year. We continue to see the benefit from a portion of the
cost
efficiencies implemented in the first - in the fourth quarter of 2007. It will
be extremely important to continue to increase loans organically, maintain,
or
increase, our mortgage banking income, and continue to gain additional
efficiencies to continue down the path we have started here in the first
quarter. We remain confident that we will continue to see improvements within
our banking group.
At
this
point, I will turn it back over to Ken with some closing comments.
Ken...
Ken
Joyce: Thank you, Duane. We are pleased with our progress, but we certainly
still recognize a need to continue our growth and improving profitability
picture. We are committed to continuing that improvement in the quarters ahead.
As mentioned previously, we are also continuing to seek strategic alternatives
for RDSI that provide the opportunity to release its value that we believe
is
hidden in our stock.
Valda,
I
am turning this Webcast back to you to determine if we have any questions from
our investment community.
Valda:
Thank you, Ken. It's now time for the question and answer session. If you are
using a phone, please pick the handset before pressing any numbers and unmute
your phone. If you have a question, we'd like you to press star one on your
telephone. That's star one if you have a question. And if for some reason
someone asks the question you would like to and you need to withdraw that
question, press star two. So again, if you have a question, press star one
on
your telephone. And we will take the questions in the order they are received.
We'll stand by for just a few moments.
And
we
will take our first question from Ross Haberman, with Haberman Fund. Please
go
ahead.
Ross
Haberman: Morning, gentlemen. Nice quarter.
Ken
Joyce: Thanks, Ross. We're pleased. We know we're not there, but we are pleased
with it.
Ross
Haberman: Well, you've come along. A lot of guys are taking two - two steps
back. You should be happy; you're taking a half a step forward.
Ken
Joyce: We are, but we're not satisfied.
Ross
Haberman: Is most of the additional business coming from the larger banks as
you
- as you make mention? And on a number of these conference calls we're hearing
ah spreads on new businesses are, are a lot better today than they were three
or
six or nine months ago. Um, is that the case, what you're saying as
well?
Ken
Joyce: I'm going to turn this question to Mark, who's directly responsible
for
the loan side. So …
Mark
Klein: Good morning, Ross. This is Mark Klein. Yes, I think, Ross, we're seeing
a - probably an increase in our loan balances from across the board. As we've
discussed in several of our Webcasts,
we're
seeing a - an increase in all of our markets on lending. We've got a good market
leader in Lima; we have a great market leader in Fort Wayne. We're doing well
in
Toledo. And to date we've got about nine million out of the Columbus market,
all
very high quality hand-picked credits. And so some of those, yes, are coming
not
only from a regional competition, but I would say from across the board,
because, ah, obviously we've entered a new rate environment that has probably
made, ah, some opportunities available to refinance some higher interest debt
for some of those clients. So kind of across the board, but, ah, clearly as
they
have retracted from the lending market that has provided us opportunities.
Ken
Joyce: Mark, we also need to recognize, too, that your calling efforts over
the
past year, to 18 months, they're yielding results. You know, what we're seeing
now is the - kind of the fruit of all those calls coming to - coming to bear.
Mark
Klein: That's a good point, Ken. If one would allege that we are growing at
the
expense of quality, I would adamantly disagree, because our underwriting process
is rather rigorous, much to the chagrin of our commercial lenders. But we're
sticking to our guns and we're not opening and closing the flood gate. So I'm
very confident with the quality we're bringing in.
Ken
Joyce: And, Ross, as to your question about the new loans coming on at a higher
margin, you know, I don't necessarily see that. We struggle with pricing every
day. Um, so you know, the - our borrowers are very much aware of the rate drops.
And it's a - it's a constant struggle to get to the - to the right numbers
and
the right margins. So I'm not prepared to say that those margins are
consistently improving.
Ross
Haberman: OK and just one - one - one quick question for Duane. Um, ah, Duane,
the $800,000 in the data processing operating income for the quarter, what
was
that cash flow number?
Duane
Sinn: Yes. The EBITDA, Ross, is always stronger in the first quarter for RDSI.
And their - and their earnings are usually a little bit higher, ah, due to
the
end of the year processing fee income they get. And so the the cash is just
over
$2 million.
Ross
Haberman: Um, I'm sorry, the $2 million is ...
Duane
Sinn: That's the EBITDA number.
Ross
Haberman: ... is the EBITDA for the quarter?
Duane
Sinn: That's correct.
Ken
Joyce: That's correct, Ross.
Ross
Haberman: OK, you say you had a million two in in depreciation and amortization
for the quarter?
Duane
Sinn: Yes, we do - we do have a higher level of amortization with the
acquisition of DCM. And then, you know, their, their business is equipment
and
software driven.
Ross
Haberman: Right.
Duane
Sinn: So their depreciation and amortization of that is a big number. But,
yes,
we, we, ah, I think we talked last quarter about that number being in excess
of
$7 million for the year.
Ross
Haberman: I'm sorry, I'm just - I'm just annualizing that 1.2. You said you're
going to have close to the $5 million in depreciation and amortization for
that
division for the - for the year.
Duane
Sinn: That's probably not too far off.
Ross
Haberman: All right. OK that, that’s a big number. I didn't think it was that
big
Ken
Joyce: Ross, that's EBITDA now. So you've …
Ross
Haberman: Right, right. Right, I understand.
Ken
Joyce: There's other components in there.
Ross
Haberman: Clearly, clearly. I understand and, um, you - just one final point.
You touched upon - you threw out the idea of spinning that division off six
to
nine months ago. Um, where do you stand with that thought today?
Ken
Joyce: Ah, well, when we did that - and we really discussed that probably -
I
think the first time we discussed it was probably the last Webcast we began
to
propose that we were considering that. And at that time we said it would be
about a 12 to 18-month process to get to the other end of it.
Ross
Haberman: Are you still of that opinion or, or, or has another option, you
know,
if something better comes along you would be open to that.
Ken
Joyce: Well, things can always happen faster, but I want to be appropriately
conservative and, and stay with that 12 to 18-month number.
Ross
Haberman: OK, thanks. The best of luck and nice quarter.
Ken
Joyce: All right. Thank you very much. Take care, Ross.
Operator:
And once again, that is star one if you would like to ask a question. Star
one.
Valda
Colbart: While we are waiting to see if there are any more questions in the
queue, I would like to let you know that the presentation from our 25th annual
shareholders meeting on April 17th is available on our Web site. You can find
the presentation on the Web site at www.rurbanfinancial.net. Click on the
investor relations and then under presentations you will find that -
presentation there for your viewing.
And
if
there aren't any more questions in the queue, we're going to say that's it
for
today. We do, um, appreciate your taking the time to hear more about the
progress that Rurban Financial Corp. is making. We also look followed to talking
with you next quarter. Thank you and have a great day.
Operator:
All parties may now disconnect.
END
