Exhibit 10(13)
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DIRECTOR NON-QUALIFIED STOCK OPTION AGREEMENT
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You are hereby granted the option to purchase a total of ________ shares of
the Common Stock, without par value ("Common Stock"), of River Valley Bancorp
("RVB") over the next ten years , 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 RVB's Stock
Compensation Committee (the "Committee"), you may exercise your option by
tendering to RVB whole shares of RVB's Common Stock owned by you or any
combination of whole shares of RVB'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 the RVB's Secretary at the address noted in Section 9 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. To the
extent permitted by the Committee, you may deliver a notice to your broker to
deliver the cash to RVB upon the receipt of such cash from the sale of RVB
Common Stock. Contact the Secretary of RVB 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 from the date of this letter, subject to earlier termination as provided
in paragraphs 3 and 4 hereof. These 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 cease to be a director of RVB for any reason other than death,
you may exercise this option in whole or in part at any time within six months
after the date you cease to be a director, but not later than the date upon
which this option would otherwise expire.
4. If you die while serving as a director of RVB, or within six months
after you cease to be a director, 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
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 RVB as RVB may deem consistent with
applicable federal and state laws.
8. Nothing in this option shall restrict the right of RVB or its
subsidiaries to terminate your service at any time with or without cause.
9. All notices by you to RVB and your exercise of the option herein
granted, shall be addressed to River Valley Bancorp, 000 Xxxxxx Xxxxx-X.X. Xxx
0000, Xxxxxxx, Xxxxxxx 00000, Attention: Secretary or such other address as RVB
may, from time to time, specify.
10. This option may not be exercised until RVB has been advised by counsel
that all other applicable legal requirements have been met.
Very truly yours,
RIVER VALLEY BANCORP
By:
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Xxxxxxx X. Xxxxxxxxx, President/CEO
Accepted on the date above written
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