NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit
10.2
This
Nonqualified Stock Option Agreement (“Agreement”) has been entered into as of
the ___ day of ___, 20___, between LSB Financial Corp., an Indiana corporation
(the “Company”), and ___, an [employee/director] of the Company or one of its
affiliates (“Participant”), pursuant to the Company’s 2007 Stock Option and
Incentive Plan (the “Plan”). Capitalized terms used herein and not defined
herein have the meanings set forth in the Plan.
WHEREAS,
the committee of the Board of Directors of the Company appointed to administer
the Plan (the “Committee”) has determined to grant to Participant an option to
purchase shares of the Company’s Common Stock pursuant to the terms and
conditions as provided in the Plan and this Agreement; and
WHEREAS,
the Company and Participant desire to set forth the terms and conditions of
the
option;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
in
this Agreement, the Company and the Participant agree as follows:
Section
1.
Grant
of Option and Exercise Price.
Subject
to the terms and conditions stated in the Plan and this Agreement as of ___,
___
(the “Date of Grant”), the Committee has granted to Participant an option (the
“Option”) to purchase ___ shares of the Company’s Common Stock (the “Shares”) at
an exercise price per Share equal to $___ (the “Exercise Price”).
Section
2.
Nonqualified
Stock Option.
The
Option is not intended to qualify as an incentive stock option under Section
422
of the Internal Revenue Code of 1986, as amended.
Section
3.
Exercise
of Option.
The
Option shall become exercisable as follows or on such earlier date as provided
in the Plan: ___.
Section
4.
Term
of Option.
Unless
sooner terminated as provided in the Plan, the Option shall expire ten years
from the Date of Grant.
Section
5.
Method
of Exercise.
The
Participant may exercise the Option in the manner stated in the Plan.
Section
6.
Termination.
If the
Participant ceases to maintain Continuous Service for cause, or voluntarily
for
any reason other than death, Disability or Retirement, all rights under the
Option shall terminate immediately upon cessation of Continuous Service. If
the
Participant ceases to maintain Continuous Service by reason of death, Disability
or Retirement, then the Participant may exercise the Option, but only to the
extent the Participant was entitled to exercise the Option at the date of such
cessation, at any time during the remaining term of the Option. If the
Participant ceases to maintain Continuous Service for any reason other than
those set forth above, Participant may exercise the Option to the extent that
the Participant was entitled to exercise the Option at the date of such
cessation for a period of three months immediately succeeding such cessation
of
Continuous Service, and in no event after the expiration date of the Option.
Section
7.
Plan
Controlling.
The
Option and the terms and conditions set forth in this Agreement are subject
in
all respects to the terms and conditions of the Plan, which are controlling.
All
determinations and interpretations of the Committee shall be binding and
conclusive upon the Participant and his or her legal representatives.
Section
8.
Qualification
of Rights.
Neither
this Agreement nor the existence of the Option shall be construed as giving
the
Participant any right (a) to be retained as a director or employee of the
Company or any of its affiliates; or (b) as a shareholder with respect to the
Shares until the certificates for the Shares have been issued and delivered
to
the Participant.
Section
9.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Indiana.
Section
10.
Notices.
All
notices and other communications required or permitted under this Agreement
shall be written and shall be delivered personally or sent by registered or
certified first-class mail, postage prepaid and return receipt required,
addressed as follows: if to the Company, to the Company’s executive offices in
Lafayette, Indiana, and if to the Participant or his or her successor, to the
address last furnished by the Participant to the Company. Each notice and
communication shall be deemed to have been given when received by the Company
or
the Participant.
Section
11.
Transferability.
The
Participant shall not sell, assign, transfer, pledge or otherwise encumber
the
Option, except in the event of death of Participant, by will or laws of descent
and distribution.
Section
12.
Representations
and Warranties of Participant.
The
Participant represents and warrants to the Company that he or she has received
and reviewed a copy of the Plan.
Section
13.
Withholding.
In
connection with the delivery of shares of Common Stock as a result of the
exercise of the Option, the Company shall have the right to require the
Participant to pay an amount in cash sufficient to cover any tax, including
any
Federal, state or local income tax, required by any governmental entity to
be
withheld or otherwise deducted and paid with respect to such delivery
(“Withholding Tax”), and to make payment to the appropriate taxing authority of
the amount of such Withholding Tax.
Section
14.
No
Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver thereof or deprive that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
IN
WITNESS WHEREOF, the Company and Participant have executed this Agreement as
of
the date first written above.
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By:
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Name
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Title
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[Signature
of Participant]
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