EXHIBIT 10 (M)
NONQUALIFIED STOCK OPTION AGREEMENT
This Nonqualified Stock Option Agreement ("Agreement") has been
entered into as of the ___ day of ____________, ____, between Integra Bank
Corporation, an Indiana corporation (the "Company"), and __________________, an
[employee/director] of the Company or one of the Company's subsidiaries
("Participant"), pursuant to the Company's 2003 Stock Option and Incentive Plan
(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:
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").
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.
3. Exercise of Option. The Option shall become exercisable as follows
or on such earlier date as provided in the Plan: ______ of the Shares subject to
this Option shall become exercisable one year from the Date of Grant; ______ of
the Shares subject to this Option shall become exercisable two years from the
Date of Grant; and ______ of the Shares shall become exercisable three years
from the Date of Grant.
4. Term of Option. Unless sooner terminated as provided in the Plan,
the Option shall expire ten years from the Date of Grant.
5. Method of Exercise. The Participant may exercise the Option in the
manner stated in the Plan.
6. Delivery and Registration of the Shares. The Company shall not be
required to deliver any Shares upon exercise of the Option prior to (a) the
admission of the Shares for listing on any stock exchange or system on which the
Shares may then be listed, and (b) the completion of registration or other
qualification of the Shares under any state or federal law, rule or regulation,
as the Committee shall determine to be necessary or advisable.
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.
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 subsidiaries; or
(b) as a shareholder with respect to the Shares until the certificates for the
Shares have been issued and delivered to the Participant.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Indiana.
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 Evansville, 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.
11. Transferability. During the Participant's lifetime, the Option
shall be exercisable only by the Participant or any guardian or legal
representative of the Participant, and the Option shall not be transferable
except: (a) in case of the death of the Participant, by will or the laws of
descent and distribution, or (b) to (i) any members of the Participant's
Immediate Family, (ii) a trust for the exclusive benefit of the Participant's
Immediate Family or (iii) a partnership, the sole owners of which are one or
more members of the Participant's Immediate Family. The term "Immediate Family"
shall mean the Participant's spouse, parents, children, stepchildren,
grandchildren and legal dependents (and for this purpose, shall also include the
Participant). The Option shall not be subject to attachment, execution or
similar process, and may not be transferred by any recipient described in the
preceding sentences except to any member of the Participant's Immediate Family.
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.
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IN WITNESS WHEREOF, the Company and Participant have executed this
Agreement as of the date first written above.
INTEGRA BANK CORPORATION
By:
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Xxxxxxx X. Xxx, Chairman of the Board
and Chief Executive Officer
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[Signature of Participant]
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