EXHIBIT 99.5
HOPFED BANCORP, INC.
1999 STOCK OPTION 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 HopFed
Bancorp, 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 (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.
HOPFED BANCORP, INC. 1999 STOCK OPTION PLAN COMMITTEE
By:__________________________________________________
Date of Grant: ATTEST:
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