Exhibit 10 (aw)
Date:
INCENTIVE STOCK OPTION AGREEMENT
UNDER HOME FEDERAL BANCORP
XXXX STOCK OPTION PLAN
Name:
You are hereby granted the option to purchase a total of XXXX shares of
the Common Stock, without par value ("Common Stock"), of Home Federal Bancorp
(the "Corporation") over the next ten years pursuant to the Corporation's XXXX
Stock Option Plan (the "Plan"), on the following terms and conditions:
1. The purchase price of the shares of Common Stock subject to this
option is $XX.XX per share. You must pay this purchase price in cash at the time
this option is exercised; provided, however, that with the approval of the
Corporation's Stock Option Committee (the "Committee"), you may exercise your
option by tendering to the Corporation whole shares of the Corporation's Common
Stock owned by you, or any combination of whole shares of the Corporation's
Common Stock owned by you and cash, having a fair market value equal to the mean
between the highest and lowest quoted selling prices for the shares on the date
of exercise of the option (or if there were no sales on such date the weighted
average of the means between the highest and lowest quoted selling prices on the
nearest date before and the nearest date after the date of exercise of the
option), as reported in The Wall Street Journal or a similar publication
selected by the Committee. To exercise this option, you must send written notice
to the Corporation's Secretary at the address noted in Section 12 hereof. Such
notice shall state the number of shares in respect of which the option is being
exercised, shall identify the option exercised as an incentive stock option, and
shall be signed by the person or persons so exercising the option. Such notice
shall be accompanied by payment of the full cash option price for such shares
or, if the Committee has authorized the use of the stock swap feature provided
for above, such notice shall be followed as soon as practicable by the delivery
of the option price for such shares. Certificates evidencing shares of Common
Stock will not be delivered to you until payment has been made. Under certain
circumstances, the Plan permits you to deliver a notice to your broker to
deliver the cash to the Corporation upon the receipt of such cash from the sale
of the Corporation's Common Stock. Contact the Secretary of the Corporation for
further information about this procedure if you are interested in it.
2. The term of this option (the "Option Term") shall be for a period of
ten years from the date of this letter, subject to earlier termination as
provided in paragraphs 3 and 4 hereof. Except as otherwise provided below, the
option may be exercised at any time, or from time to time, in whole or in part,
until the Option Term expires, but in no case may fewer than 100 such shares be
purchased at any one time, except to purchase a residue of fewer than 100
shares. Notwithstanding anything to the contrary in the foregoing or any other
provision herein, the option may not be exercised during the first six months of
the Option Term.
3. If you cease to be an employee of the Corporation or any of its
subsidiaries for any reason other than retirement, permanent and total
disability, or death, this option shall forthwith terminate. If your employment
by the Corporation or any of its subsidiaries is terminated by reason of
retirement (which means such termination of employment as shall entitle you to
early or normal retirement benefits under any then existing pension plan of the
Corporation or one of its subsidiaries), you may exercise this option in whole
or in part within three years after such retirement, but not later than the date
upon which this option would otherwise expire; provided that if you are a
director of the Corporation and you remain on its Board of Directors, the option
may be exercised until the later of three years after such retirement or six
months after your service on the Board of Directors terminates, but not later
than the date the option would otherwise expire. If you cease to be an employee
of the Corporation or any of its subsidiaries because of your permanent and
total disability, you may exercise this option in whole or in part at any time
within one year after such termination of employment by reason of such
disability, but no later than the date upon which this option would otherwise
expire.
4. If you die while employed by the Corporation or any of its
subsidiaries, within three years after the termination of your employment
because of retirement (or if later, six months following your termination of
service as a director of the Corporation if you were serving as a director at
the time of your retirement), or within one year after the termination of your
employment because of permanent and total disability, this option may be
exercised in whole or in part by your executor, administrator, or estate
beneficiaries at any time within one (1) year after the date of your death but
not later than the date upon which this option would otherwise expire.
5. This option is non-transferable otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order.
It may be exercised only by you, or, if you die, by your executor,
administrator, or beneficiaries of your estate who are entitled to your option.
6. All rights to exercise this option will expire, in any event, ten
years from the date of this letter.
7. Certificates evidencing shares issued upon exercise of this option
may bear a legend setting forth among other things such restrictions on the
disposition or transfer of the shares of the Corporation as the Corporation may
deem consistent with applicable federal and state laws.
8. Nothing in this option shall restrict the right of the Corporation
or its subsidiaries to terminate your employment at any time with or without
cause.
9. This option is subject to all the terms, provisions and conditions
of the Plan, which is incorporated herein by reference, and to such regulations
as may from time to time be adopted by the Corporation's Stock Option Committee.
A copy of the Plan has been furnished to you and an additional copy may be
obtained from the Corporation. In the event of any conflict between the
provisions of the Plan and the provisions of this letter, the terms, conditions
and provisions of the Plan shall control, and this letter shall be deemed to be
modified accordingly.
10. This Stock Option Agreement is intended to grant an option which
meets all of the requirements of incentive stock options as defined in Section
422A of the Internal Revenue Code. Subject to and upon the terms, conditions and
provisions of the Plan, each and every provision of this Agreement shall be
administered, construed and interpreted so that the option granted herein shall
so qualify as an incentive stock option. Each provision of this Stock Option
Agreement which would prevent this option from qualifying as an incentive stock
option, if any, shall be void.
11. You agree to advise the Corporation immediately upon any sale or
transfer of any shares of Common Stock received upon exercise of this option to
the extent such sale or transfer takes place prior to the later of (a) two years
from the date of grant, or (b) one year from the date of exercise of this
option.
12. All notices by you to the Corporation and your exercise of the
option herein granted, shall be addressed to Home Federal Bancorp, 000 Xxxx
Xxxxxx Xxxxxx, X.X. Box 648, Seymour, Indiana 47274-0648, Attention: Secretary,
or such other address as the Corporation may, from time to time, specify.
13. This option may not be exercised until the Corporation has been
advised by counsel that all applicable legal requirements have been met.
Very truly yours,
HOME FEDERAL BANCORP
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Xxxx X. Xxxxx, Xx.
President and Chief Executive Officer
Accepted on the date above written:
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Name:
