CUMBERLAND MOUNTAIN BANCSHARES, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
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Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
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On the date of grant specified below, the Stock Option
Committee of Cumberland Mountain Bancshares, Inc. (the
"Company") hereby grants to ________________ (the "Optionee") a
total of _______ Stock Appreciation Rights (SARs), subject to
the terms and conditions set forth in the Cumberland Mountain
Bancshares, Inc. 1998 Stock Option and Incentive Plan (the
"Plan") (a copy of which is available to the Optionee upon
request). The terms and conditions of the Plan are incorporated
herein by reference.
(a) The exercise price is $____ for each share, such price
being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
option.
(b) The SAR shall be exercisable to the extent permitted
in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee
in consideration for the payment by the Company of an amount
equal to the excess of the fair market value on the date of
exercise of the Shares of Common Stock subject to such SAR over
the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common
Stock or in cash as provided in the Plan.
(e) The SAR is nontransferable, except in accordance with
Section 12 of the Plan.
(f) The SAR may be exercised only in accordance with
Sections 8, 10, and 12 of the Plan, and only when there is a
positive spread, i.e., when the market price of the Common Stock
subject to the SAR exceeds the exercise price of the
SAR.
(g) In the event of any inconsistency or conflict between
this Agreement and the Plan, the Plan shall be controlling and
supercede any conflicting or inconsistent provision of the
Agreement.
CUMBERLAND MOUNTAIN BANCSHARES, INC.
1998 STOCK OPTION AND INCENTIVE PLAN
COMMITTEE
By: ________________________________
Date of Grant: ATTEST:
__________________ ____________________________________
