EXHIBIT 10.2 FORM OF AWARD AGREEMENTS
FORM OF
AMERIANA BANCORP
2006 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
NAME OF AWARD RECIPIENT: __________________
You have been granted an award of shares of Ameriana Bancorp common
stock ("Common Stock") at no cost to you subject to the terms and conditions of
this Award Agreement and the Ameriana Bancorp 2006 Long-Term Incentive Plan (the
"Plan").
NUMBER OF SHARES
SUBJECT TO THE STOCK AWARD: _____________ shares of Common Stock
DATE OF GRANT: _____________, 2006
TERM OF STOCK AWARD
AND VESTING SCHEDULE: Subject to the limitations of this
Stock Award Agreement, this Stock
Award shall vest in installments
according to the following schedule:
Installment Vesting Date
----------- ------------
Except as provided herein, an
installment shall not vest on the
otherwise applicable vesting date if
you terminate employment or service
with the Bank prior to such vesting
date.
ACCELERATION OF VESTING
UPON A CHANGE IN CONTROL: All unvested shares of Common Stock
subject to this Stock Award will
immediately vest upon a Change in
Control.
EFFECT OF TERMINATION OF
EMPLOYMENT BECAUSE OF:
(a) DEATH, DISABILITY: In the event your employment or
OR RETIREMENT service is terminated due to your
death, Disability or Retirement, the
entire unvested portion of your
Stock Award will immediately vest as
of the date of such termination.
(b) TERMINATION FOR
CAUSE: In the event your employment or
service is terminated for Cause, all
your rights to this Stock Award will
expire immediately as of the
effective date of your termination
for Cause.
(c) OTHER REASONS: Unless otherwise determined by the
Committee, all unvested shares of
Common Stock subject to this Stock
Award are forfeited as of the date
you terminate employment or service
with the Company or the Bank and any
rights you have to this Stock Award
become null and void.
DISTRIBUTION: Shares of Common Stock subject to
this Stock Award will be distributed
as soon as practicable upon vesting.
Dividends paid on shares of Common
Stock subject to this Stock Award
will be distributed when determined
by the Committee administering the
Plan.
VOTING: You are entitled to vote all shares
of Common Stock subject to this
Stock Award, regardless of vesting.
TAX WITHHOLDING: Upon payment of a Stock Award, the
Committee is entitled to require as
a condition of delivery (i) that you
remit an amount sufficient to
satisfy all federal, state and local
tax withholding requirements related
thereto (including employment
taxes), (ii) that the withholding of
such sums come from compensation
otherwise due to you or from shares
of Common Stock due to you under the
Plan, or (iii) any combination of
the foregoing. Any withholding shall
comply with Rule 16b-3 or any
amendments or successive rule.
OUTSIDE DIRECTORS ARE SELF EMPLOYED
AND NOT SUBJECT TO TAX-WITHHOLDING.
DESIGNATION OF BENEFICIARY: You may designate a beneficiary on a
form acceptable to the Committee, to
receive rights under this Stock
Award Agreement, in the event of
your death. If a beneficiary is not
designated, the Award will become
part of your estate.
PLAN GOVERNS: Notwithstanding anything in this
Stock Award Agreement to the
contrary, the terms of this Stock
Award shall be subject to the terms
and conditions of the Plan, a copy
of which you may obtain from the
Company. This Stock Award Agreement
is subject to all interpretations,
amendments, rule and regulations
promulgated by the Committee from
time to time pursuant to the Plan.
Any capitalized terms shall have the
meaning given to such terms in the
Plan.
Neither the Plan nor this Stock
Award Agreement create any right on
the part of any individual to
continue in the employ of Ameriana
Bancorp or any Affiliates of
Ameriana Bancorp.
NON-TRANSFERABILITY: You shall not sell, transfer,
assign, pledge or otherwise encumber
shares subject to this Stock Award
until full vesting of such shares
has occurred.
Unless determined otherwise by the
Committee and except in the event of
your death or pursuant to a domestic
relations order, this Stock Award is
not transferable and may only be
earned by you in your lifetime. Upon
your death, this Stock Award is
transferable by will or the laws of
descent and distribution.
MODIFICATION AND AMENDMENT: The Committee may
amend or modify this Stock Award
from time to time, prospectively or
retroactively; PROVIDED, HOWEVER,
that no such amendment or
modification will adversely affect
your rights under this Award without
your written consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, with respect to the Plan and/or this Stock
Award Agreement are final and conclusive.
IN WITNESS WHEREOF, Ameriana Bancorp has caused this Award Agreement to
be executed, and said Participant has also executed this Award Agreement as of
the ____ day of ________________, 2006.
AMERIANA BANCORP
By: ________________________________________
For the Committee Administering the Plan
By:_________________________________________
FORM OF
AMERIANA BANCORP
2006 LONG-TERM INCENTIVE PLAN
NON-STATUTORY STOCK OPTION AWARD AGREEMENT
NAME OF OPTIONEE: _____________________
You have been granted a Non-Statutory Stock Option to purchase shares
of Ameriana Bancorp common stock ("Common Stock") at a fixed price (the
"Exercise Price") subject to the terms and conditions of this Award Agreement
and the Ameriana Bancorp 2006 Long-Term Incentive Plan (the "Plan").
NUMBER OF SHARES
SUBJECT TO THE OPTION AWARD: _____________ shares of Ameriana
Bancorp common stock ("Common Stock")
DATE OF GRANT: _____________, 2006
EXERCISE PRICE: $_______
TERM OF OPTION: The term of this Non-Statutory Stock
Option shall be 10 years from the Date
of Grant.
VESTING SCHEDULE: Subject to the limitations of this
Stock Option Award Agreement, this
Non-Statutory Stock Option Award shall
vest or become exercisable in
installments according to the
following schedule:
Installment Vesting Date
----------- -------------
Except as provided herein, an
installment shall not become
exercisable on the otherwise
applicable vesting date if you
terminate employment or service with
the Bank or Company prior to such
vesting date.
ACCELERATION OF VESTING
IN THE EVENT OF A
CHANGE IN CONTROL: In the event of a Change in Control,
all unvested Non-Statutory Stock
Options shall immediately become
exercisable. If your employment or
service is terminated for any reason
within 12 months of the Change in
Control, you will have until the
expiration of the term of your
Non-Statutory Stock Option to exercise
your Option.
PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in cash
or Common Stock having a Fair Market
Value on the exercise date equal to
the total Exercise Price, or any
combination of cash or Common Stock
and, if the Committee permits, you may
also conduct a cash-less exercise with
a qualifying broker-dealer.
EFFECT OF TERMINATION OF
EMPLOYMENT OR SERVICE BECAUSE OF:
(a) DEATH, DISABILITY: In the event your employment or
OR RETIREMENT service is terminated due to your
death, Disability or Retirement, the
entire unvested portion of your
Non-Statutory Stock Option Award will
immediately vest and the unexercised
portion of your Non-Statutory Stock
Option Award will remain exercisable
until the earlier of: (i) the original
expiration of your Option grant; or
(ii) the second anniversary of your
termination of employment or service.
(b) TERMINATION FOR
CAUSE: In the event your employment is
terminated for Cause, all your rights
to this Non-Statutory Stock Option
Award will expire immediately as of
the effective date of your termination
for Cause.
(c) OTHER REASONS: Unless otherwise determined by the
Committee, you may only exercise those
Non-Statutory Stock Options that are
immediately exercisable as of the date
you terminate employment or service
with the Company or Bank. You forfeit
all rights to any unvested
Non-Statutory Stock Options and your
vested Non-Statutory Stock Options
remain exercisable for a period of
three (3) months following your
termination of employment or service,
or, if sooner, until the expiration of
the term of your Non-Statutory Stock
Option.
VOTING: You have no rights as a shareholder
with respect to any shares of Common
Stock covered by this Non-Statutory
Stock Option Award until the date of
issuance of a stock certificate for
the Common Stock covered by this
Non-Statutory Stock Option Award
following exercise of the Option.
DISTRIBUTION: Shares of Common Stock subject to this
Non-Statutory Stock Option Award will
be distributed as soon as practicable
upon exercise.
DESIGNATION OF BENEFICIARY: You may designate a beneficiary, on a
form acceptable to the Committee, to
receive rights under this
Non-Statutory Stock Option Award, in
the event of your death. If a
beneficiary is not designated the
Award will become part of your estate.
NON-TRANSFERABILITY: This Non-Statutory Stock Option Award
shall not be transferred, assigned,
hypothecated, or disposed of in any
manner by you other than by will or
the laws of intestate succession.
However, you may petition the
Committee to permit transfer or
assignment of this Non-Statutory Stock
Option Award if such transfer or
assignment is, in the Committee's sole
determination, for valid estate
planning purposes and permitted under
the Internal Revenue Code of 1986, as
amended and the Securities Exchange
Act of 1934, as amended.
PLAN GOVERNS: Notwithstanding anything in this
Non-Statutory Stock Option Award
Agreement to the contrary, the terms
of this Non-Statutory Stock Option
Award Agreement shall be subject to
the terms and conditions of the Plan,
a copy of which may be obtained from
the Company; and this Non-Statutory
Stock Option Award Agreement is
subject to all interpretations,
amendments, rules and regulations
promulgated by the Committee from time
to time pursuant to the Plan. Any
capitalized terms shall have the
meaning given to such terms in the
Plan.
Neither the Plan nor this Award
Agreement create any right on the part
of any individual to continue in the
service of Ameriana Bancorp or any
Affiliate of Ameriana Bancorp
MODIFICATION AND WAIVER: The Committee may amend or modify this
Non-Statutory Stock Option Award from
time to time, prospectively or
retroactively; PROVIDED, HOWEVER, that
no such amendment or modification will
adversely affect the rights of the
Participant under this Award Agreement
without his or her written consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, in regards to the Plan and/or this
Non-Statutory Stock Option Award Agreement are final and conclusive.
IN WITNESS WHEREOF, Ameriana Bancorp has caused this Award Agreement to
be executed and said Participant has also executed this Award Agreement as of
the ____day of __________, 2006.
AMERIANA BANCORP
By: ________________________________________
For the Committee Administering the Plan
By: ________________________________________
FORM OF
AMERIANA BANCORP
2006 LONG-TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT
NAME OF OPTIONEE: ______________________
You have been granted an Incentive Stock Option to purchase shares of
Ameriana Bancorp common stock ("Common Stock") at a fixed price (the "Exercise
Price") subject to the terms and conditions of this Award Agreement and the
Ameriana Bancorp 2006 Long-Term Incentive Plan (the "Plan").
NUMBER OF SHARES
SUBJECT TO THE OPTION AWARD: ____________ shares of Ameriana Bancorp
common stock
DATE OF GRANT: _________________, 2006
EXERCISE PRICE: $________
TERM OF OPTION: The term of this Incentive Stock Option
shall be 10 years from the Date of Grant.
VESTING SCHEDULE: Subject to the limitations of this Stock
Option Award Agreement, this Incentive Stock
Option Award shall vest or become
exercisable in installments according to the
following schedule:
Installment Vesting Date
----------- -------------
Except as provided herein, an installment
shall not become exercisable on the
otherwise applicable vesting date if you
terminate employment with the Company or
Bank prior to such vesting date.
ACCELERATION OF VESTING
IN THE EVENT OF A
CHANGE IN CONTROL: In the event of a Change in Control, all
unvested Incentive Stock Options shall
immediately become exercisable. If your
employment is terminated for any reason
within 12 months of the Change in Control,
you will have until the expiration of the
term of your Incentive Stock Option to
exercise your Option. Incentive Stock
Options exercised more than three (3) months
following your termination of employment in
connection with a Change in Control will be
treated as Non-Statutory Stock Options for
tax purposes.
PAYMENT OF EXERCISE PRICE: The Exercise Price may be paid in cash or
Common Stock having a Fair Market Value on
the exercise date equal to the total
Exercise Price, or any combination of cash
or Common Stock and, if the Committee
permits, you may also conduct a cash-less
exercise with a qualifying broker-dealer.
EFFECT OF TERMINATION OF
EMPLOYMENT BECAUSE OF:
(a) DEATH, DISABILITY: In the event your employment is terminated
OR RETIREMENT due to your death, Disability or Retirement,
the entire unvested portion of your
Incentive Stock Option Award will
immediately vest and the unexercised portion
of your Incentive Stock Option Award will
remain exercisable until the earlier of (i)
the original expiration of your option
grant, or (ii) the second anniversary of
your termination of employment. Incentive
Stock Options exercised more than three (3)
months from your Retirement date and one (1)
year from your termination of employment due
to death or Disability will be treated as
Non-Statutory Stock Options for tax
purposes.
(b) TERMINATION FOR
CAUSE: In you are terminated for Cause, all your
rights to this Incentive Stock Option Award
will expire immediately as of the effective
date of your termination for Cause.
(c) OTHER REASONS: Unless otherwise determined by the
Committee, you may only exercise those
Incentive Stock Options that are immediately
exercisable as of the date of your
termination of employment. You forfeit all
rights to any unvested Incentive Stock
Options and your vested Invested Stock
Options remain exercisable for a period of
three (3) months following your termination
of employment, or, if sooner, until the
expiration of the term of your Incentive
Stock Option.
VOTING: You have no rights as a shareholder with
respect to any shares of Common Stock
covered by this Incentive Stock Option Award
until the date of issuance of a stock
certificate for the Common Stock covered by
this Incentive Stock Option Award following
exercise of the Option.
DISTRIBUTION: Shares of Common Stock subject to this
Incentive Stock Option Award will be
distributed as soon as practicable upon
exercise.
TAX WITHHOLDING:
(a) EXERCISE OF INCENTIVE
STOCK OPTION: There is no regular federal or state income
or employment tax liability upon the
exercise of an Incentive Stock Option (SEE
INCENTIVE STOCK OPTION HOLDING PERIOD),
although the excess, if any, of the Fair
Market Value of the shares of Common Stock
on the date of exercise over the Exercise
Price will be treated as income for
alternative minimum tax ("AMT") purposes and
may subject you to AMT in the year of
exercise. Please check with your tax
advisor.
(b) DISQUALIFYING DISPOSITION:
In the event of a disqualifying disposition
(described below), you will recognize
ordinary income equal to the difference
between the exercise price and the sale
price of the Common Stock on the date it is
sold. As of this date, current law does not
require the Company to withhold federal,
state or employment taxes on the income you
recognize upon a disqualifying disposition,
however, this amount will be reported on
your Form W-2.
(c) INCENTIVE STOCK OPTION
HOLDING PERIOD: In order to receive Incentive Stock Option
tax treatment under Section 422 of the Code,
you may not dispose of shares acquired under
an Incentive Stock Option Award (i) for two
(2) years from the Date of Grant and (ii)
for one (1) year after the date you exercise
your Incentive Stock Option. YOU MUST NOTIFY
THE COMPANY WITHIN TEN (10) DAYS OF AN EARLY
DISPOSITION OF COMMON STOCK (I.E., A
"DISQUALIFYING DISPOSITION").
DESIGNATION OF BENEFICIARY: You may designate a beneficiary, on a form
acceptable to the Committee, to receive
rights under this Incentive Stock Option
Award, in the event of your death. If a
beneficiary is not designated, your
Incentive Stock Option Award will become
part of your estate.
NON-TRANSFERABILITY: This Incentive Stock Option Award shall not
be transferred, assigned, hypothecated, or
disposed of in any manner by you other than
by will or the laws of intestate succession.
PLAN GOVERNS: Notwithstanding anything in this Incentive
Stock Option Award Agreement to the
contrary, the terms of this Incentive Stock
Option Award Agreement shall be subject to
the terms and conditions of the Plan, a copy
of which may be obtained from the Company.
This Incentive Stock Option Award Agreement
is subject to all interpretations,
amendments, rules and regulations
promulgated by the Committee from time to
time pursuant to the Plan. Any capitalized
terms shall have the meaning given to such
terms in the Plan.
Neither the Plan nor this Award Agreement
create any right on the part of any
individual to continue in the employment of
Ameriana Bancorp or any Affiliate of
Ameriana Bancorp.
MODIFICATION AND WAIVER: The Committee may amend or modify this
Incentive Stock Option Award from time to
time, prospectively or retroactively;
PROVIDED, HOWEVER, that no such amendment or
modification will adversely affect the
rights of the Participant under this Award
Agreement without his or her written
consent.
All decisions, determinations and interpretations of the Board of
Directors, or the Committee thereof, in regards to the Plan and/or this
Incentive Stock Option Award Agreement are final and conclusive.
IN WITNESS WHEREOF, Ameriana Bancorp has caused this Award Agreement to
be executed and said Participant has also executed this Award Agreement as of
the ____day of __________, 2006.
AMERIANA BANCORP
By: ___________________________________________
For the Committee Administering the Plan
By: ___________________________________________
