EXHIBIT 10(10)
________________, _______
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE UNION COMMUNITY BANCORP STOCK OPTION PLAN
DIRECTOR
Dear ______________:
You are hereby granted the option to purchase a total of __________ shares
of the Common Stock, without par value ("Common Stock"), of Union Community
Bancorp ("UCB") over the next ten years and one day pursuant to UCB's 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 $_____ per share. You must pay this purchase price in cash at the time this
option is exercised; provided, however that, with the approval of UCB's Stock
Option Plan Committee (the "Committee"), you may exercise your option by
tendering to UCB whole shares of UCB's Common Stock owned by you, or any
combination of whole shares of UCB's Common Stock owned by you and cash, having
a fair market value equal to the cash exercise price of the shares with respect
to which the option is exercised by you. For this purpose, any shares so
tendered shall be deemed to have 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 UCB's Secretary at the address noted in Section 10 hereof. Such notice shall
state the number of shares in respect of which the option is being exercised,
shall identify the option exercised as a non-qualified 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 UCB upon the receipt of such cash from the sale of UCB
Common Stock. Contact the Secretary of UCB 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 and one day 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 shall become exercisable with respect to the first 20% of the total
number of shares covered hereby on the first anniversary of the date of this
letter, and the option shall become exercisable with respect to the second,
third, fourth and fifth 20% of such shares on the second, third, fourth and
fifth anniversaries, respectively, of the date of this letter. When the option
becomes exercisable with respect to any shares of Common Stock, those
shares may be purchased 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 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 are no longer a director or director emeritus of UCB or its
subsidiaries because of any reason other than death or disability, you may
exercise this option, to the extent it was exercisable at the date you ceased to
be a director, in whole or in part at any time within six (6) months after such
date, but not later than the date upon which this option would otherwise expire.
If you cease to be a director or director emeritus of UCB or its subsidiaries
because of your disability, you may exercise this option in whole or in part at
any time within one (1) year after the date you ceased to be a director or
director emeritus by reason of such disability, but not later than the date upon
which this option would otherwise terminate.
4. If you die while serving as a director or director emeritus of UCB or
its subsidiaries, within six months after you are no longer a director or
director emeritus of UCB or its subsidiaries for reasons other than disability,
or within one (1) year after the date you ceased to be a director or director
emeritus by reason of your 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 your guardian, if any, 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
and one day 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 UCB as UCB may deem consistent with
applicable federal and state laws.
8. Nothing in this option shall restrict the right of UCB or its
shareholders to terminate your service as a director 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 Committee. A copy of the Plan has been furnished to you and an additional
copy may be obtained from UCB. 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. All notices by you to UCB and your exercise of the option herein
granted, shall be addressed to Union Community Bancorp, 000 X. Xxxx Xxxxxx,
Xxxxxxxxxxxxxx, Xxxxxxx 00000, Attention: Secretary, or such other address as
UCB may, from time to time, specify.
11. This option may not be exercised until UCB has been advised by counsel
that all other applicable legal requirements have been met.
Very truly yours,
UNION COMMUNITY BANCORP
By:
------------------------------------------
Xxxx X. Xxxxxxx, Chief Executive Officer
Accepted on the date above written
_____________________________
Printed:_______________________
