EX-10(XVIII)






Exhibit 10xviii




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), is made to be effective as of the
23rd day of January, 2009 (the “Effective Date”), by and between Camco Financial
Corporation, a Delaware corporation (the “Company”), and James E. Huston, an individual and an
employee of the Company (“Huston”).



WITNESSETH:




     WHEREAS, Huston and the Company entered into an Employment Agreement on December 31, 2008 (the
“Employment Agreement”);



     WHEREAS, under Section 3(b) of the Employment Agreement, the Company agreed to award Huston
50,000 common shares of the Company (the “Shares”), all of which will be subject to a risk of
forfeiture and limitations on transferability (the “Restricted Stock”), as set forth in this
Agreement;



     NOW, THEREFORE, in consideration of the premises, the parties hereto make the following
agreement, intending to be legally bound thereby:



     1. Issuance of Restricted Stock. Subject to the terms and conditions set forth in
this Agreement, the Company hereby issues to Huston, in respect of his employment with and services
to the Company, 50,000 Shares of Restricted Stock.



          Except as otherwise provided in this Agreement, the Restricted Stock granted hereunder shall
not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated and will be
subject to a risk of forfeiture until it vests as follows:




          (a) 12,500 Shares on January 23, 2010;




          (b) 12,500 Shares on January 23, 2011;




          (c) 12,500 Shares on January 23, 2012; and




          (d) 12,500 Shares on January 23, 2013.




     2. Effect of Certain Terminations of Employment. If the Company terminates Huston’s
employment with the Company for any reason other than Just Cause (as defined in Section 4 of the
Employment Agreement), the Restricted Stock that has not become vested in accordance with Section 1
hereof shall immediately vest as of the date of such termination. If there is a Change in Control
(as defined in Section 4(b) of the Employment Agreement), the Restricted Stock that has not vested
in accordance with Section 1 hereof shall immediately vest as of the date of the Change in Control.



 









 





     3. Special Restrictions and Covenants. Except as otherwise provided in this
Agreement, any and all Restricted Stock that has not become vested in accordance with Sections 1 or
2 hereof shall be forfeited and shall revert to the Company upon any of the following:



          (a) the termination of Huston’s employment by the Company, for Just Cause (as defined and set
forth in Section 4 of the Employment Agreement) prior to such vesting; or




          (b) the voluntary termination of Huston’s employment with the Company by Huston prior to such
vesting.




     4. Status of Huston Shares. Huston shall only be entitled to the rights and
obligations, including voting, dividends and other rights and obligations, of vested Shares of
Restricted Stock. Huston shall not have any rights or obligations as to the underlying Shares that
have not vested in accordance with Section 1 or 2 herein.



     5. Income Tax Election. The parties acknowledge that the federal income taxation of
the transfer of Restricted Stock to Huston will be governed by Section 83 of the Internal Revenue
Code of 1986, as amended (the “Code”) and the corresponding Treasury Regulations. Huston shall
provide to the Company a copy of any election under Section 83(b) of the Code at the same time as
the filing of such election with the Internal Revenue Service.



     6. Huston Representations. Huston is aware that the Shares underlying the Restricted
Stock being transferred to him hereby have not been registered under the Securities Act of 1933, as
amended (the “Act”), or under applicable state securities laws in reliance upon exemptions from
such registration. Huston understands that his intentions with respect to the future disposition
of the Shares awarded hereby, his access to information concerning the Company and his knowledge of
the restrictions placed upon the Shares are, among other things, important factors in establishing
the availability of these exemptions. Accordingly, Huston hereby represents, agrees and
acknowledges as follows:



          (a) Huston is acquiring the Shares underlying the Restricted Stock for his own account, for
investment (meaning to hold for an indefinite period), and not with a view to the distribution or
other disposition thereof;




          (b) Huston will not sell, transfer, pledge or hypothecate (collectively “Transfer”) the Shares
in violation of any federal or state securities laws, and in any event not unless (i) the Shares
are registered under the Act and under applicable state securities laws pursuant to an effective
registration statement contemplating the transaction or transactions in which the Shares are to be
disposed, or (ii) the Company shall have received an opinion of counsel (both the opinion and such
counsel being satisfactory to the Company) to the effect that the proposed Transfer of the Shares
may be accomplished without such registration;




          (c) The Company may prevent transfer and registration of the Shares consistent with
paragraph (b) above, and the certificates for the Shares shall bear a legend in substantially the
following form:




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The shares evidenced by this certificate have not been
registered under the Securities Act of 1933 (“The
Act”), are restricted securities within the meaning of
Rule 144 promulgated under the Act and may not be sold,
transferred, pledged, hypothecated or otherwise
distributed except pursuant to (1) an effective
registration statement registering the Shares under the
Act or (2) until the issuer has received an opinion of
counsel, satisfactory to it, that such transfer does
not violate the Act or the applicable laws of any
state.




The Corporation will furnish without charge to each
stockholder who so requests the powers, designations,
preferences and relative, participating, option or
special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of
such preferences and/or rights.



          (d) Huston has been given access to all books of account, records and other documents
concerning the Company and the Shares. In addition, Huston has had the opportunity to ask
questions and receive answers from officers of the Company concerning the Company and the
Restricted Stock and any additional information deemed necessary by Huston;




          (e) Huston understands and acknowledges that the Shares underlying the Restricted Stock are
speculative securities and involve a high degree of risk and that no federal or state agency has
made any finding or determination as to the fairness for public or private investment in, nor any
recommendations or endorsements of, the Shares as an investment; and




          (f) Huston is a resident of the State of Ohio.




     7. Representation. Huston acknowledges that he has been advised to obtain his own
independent legal counsel with respect to this Agreement and the Employment Agreement. Huston
acknowledges that he has not been represented by Vorys, Sater, Seymour and Pease LLP in connection
with this Agreement or the Employment Agreement.



     8. No Effect on Employment Relationship. The transfer of Restricted Stock pursuant to
this Agreement for the purpose of encouraging the retention of Huston shall not confer upon Huston
any right to continue in the employ of the Company nor limit in any way the right of the Company to
terminate the employment of Huston at any time and for any or no reason.



     9. Governing Law. The rights and obligations of the parties to this Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware.



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     10. Rights and Remedies Cumulative. All rights and remedies of the parties 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.



     11. 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.



     12. 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.



     13. Number and Gender. When used in this Agreement, the number and gender of each
pronoun shall be construed to be such number and gender as the context, circumstances or its
antecedent may require.



     14. Amendment. This Agreement may be amended or terminated only by the written
consent of each of the parties hereto.



     15. Entire Agreement. This Agreement in conjunction with the Employment Agreement and
the Stock Option Award Agreement of even date herewith, constitutes the entire agreement in respect
of the subject matter of this Agreement. Notwithstanding the foregoing, 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.



     16. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be a duplicate original, but all counterparts, taken together, shall
constitute one and the same agreement.



[REMAINDER OF PAGE INTENTIONALLY BLANK.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed to be
effective as of the date first above written.



	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 
	 	 	CAMCO FINANCIAL CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	          
                              ,
              
                    

	 
	 	 	 	 
	 	 	HUSTON:
	 
	 	 	 	 
	 
	 	 	 
	 	 	James E. Huston







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