MUTUALFIRST FINANCIAL, INC.
Exhibit
10.22
MUTUALFIRST FINANCIAL,
INC.
2008
STOCK OPTION AND INCENTIVE PLAN
.1 NQSO
No.
_______________ Grant
Date: _______________
This
Non-Qualified Stock Option Award is granted by MutualFirst Financial, Inc.
(the “Company”) to [Name]
(the “Option Holder”) in accordance with the terms of this Non-Qualified Stock
Option Award Agreement (“Agreement”) and subject to the provisions of the MutualFirst Financial, Inc.
2008 Stock Option and Incentive Plan, as amended from time to time
(“Plan”). The Plan is incorporated herein by reference.
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18.
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NQSO
Award. The Company grants to the Option Holder a
Non-Qualified Stock Option (the “NQSO”) to purchase [Number] Shares at an
Exercise Price of $[Number] per
Share.
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19.
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Vesting
Dates: The NQSO shall vest as follows[, subject to
earlier vesting as provided in Section[s] 6 [and 7] and] subject to
forfeiture of the NQSO as provided in Section
6:
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NQSO
for
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Vesting Date
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Number of Shares
Vesting
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[Indicate
vesting period]
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20.
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Exercise:
The
Option Holder (or other person to whom the NQSO has been validly
transferred) may exercise the NQSO during the Exercise Period by giving
written notice to the Committee, care of the Secretary of the Company, in
the form required by the Committee (“Exercise Notice”). The
Exercise Notice must specify the number of Shares to be
purchased. The exercise date is the date the Exercise Notice is
received by the Company. The Exercise Period commences on the
Vesting Date and expires at 5:00 p.m., Muncie, Indiana time, on the date
ten years after the Grant Date, subject to earlier expiration in the event
of a termination of Service as provided in Section 6. Any
portion of the NQSO not exercised as of the close of business on the last
day of the Exercise Period shall be cancelled without consideration at
that time.
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The
Exercise Notice shall be accompanied by payment in full of the Exercise Price
for the Shares being purchased. Payment shall be made: (a) in cash,
which may be in the form of a check, money order, cashier’s check or certified
check, payable to the Company, or (b) by delivering Shares of the Company
already owned by the Option Holder having a Fair Market Value on the exercise
date equal to the aggregate Exercise Price to be paid, or (c) a combination of
cash and such Shares. Payment also may be made by delivering a
properly executed Exercise Notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or loan proceeds to pay the purchase price and applicable tax
withholding amounts (if any), in which event the Shares acquired shall be
delivered to the broker promptly following receipt of payment.
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21.
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Related
Awards: The
NQSO [is
not related to
any other Award under the Plan.] or [is related
to a stock appreciation right granted on the Grant Date and designated SAR
No. ___. To the
extent any portion of the related stock appreciation right is exercised,
the NQSO shall terminate with respect to the same number of
Shares.]
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22.
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Transferability. The
Option Holder may not sell, assign, transfer, pledge or otherwise encumber
any portion of the NQSO, except: (i) in the event of the Option Holder’s
death, by will or by the laws of descent and distribution or pursuant to
the Option Holder’s prior designation of a Beneficiary in accordance with
the Plan to receive any portion of the NQSO that may be exercised after
the Option Holder’s death; or (ii) pursuant to a Qualified Domestic
Relations Order. In addition, the Committee, in its sole and
absolute discretion, may allow the Option Holder to transfer all or any
portion of the NQSO which is then unexercised to a Family Member of the
Option Holder, as provided in the
Plan.
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23.
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Termination of
Service. If the Option Holder terminates Service for any
reason other than on account of the death or Disability of the Option
Holder, any portion of the NQSO that has not vested as of the date of that
termination shall be forfeited to the Company, and the Exercise Period
shall expire [three months] after that termination of Service, except in
the case of a Termination for Cause, when it shall expire
immediately. If the Option Holder’s Service terminates on
account of the Option Holder’s death or Disability[, the Vesting Date for
all portions of the NQSO that have not vested or been forfeited shall be
accelerated to the date of that termination of Service, and] the Exercise
Period shall expire on the earlier of [one year] after that termination of
Service and the date ten years after the Grant
Date.
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24.
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[Effect
of Change in Control. Upon a Change in Control, the
Vesting Date for any portion of the NQSO that has not vested or been
forfeited shall be accelerated to the date of the earliest event
constituting a Change in Control.]
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25.
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Option
Holder’s Rights. The NQSO awarded hereby does not
entitle the Option Holder to any rights of a stockholder of the
Company.
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26.
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Delivery
of Shares to Option Holder. Promptly after receipt of an
Exercise Notice and full payment of the Exercise Price for the Shares
being acquired, the Company shall take such action as is necessary to
cause the issuance of a stock certificate for such Shares or the issuance
of such Shares in uncertificated form to the Option Holder (or other
person validly exercising the NQSO), registered in the name of the Option
Holder (or such other person), or, upon request, in the name of the Option
Holder (or such other person) and in the name of another person in such
form of joint ownership as requested by the Option Holder (or such other
person) pursuant to applicable state law. The Company’s
obligation to deliver Shares purchased upon the exercise of the NQSO may
be conditioned upon the receipt of a representation of investment intent
from the Option Holder (or other person validly exercising the NQSO) in
such form as the Committee requires. The Company shall not be
required to deliver any Shares purchased prior to: (a) the listing of
those Shares on the NASDAQ Stock Market or such other stock exchange or
automated quotation system on which Shares may then be listed or quoted;
or (b) the completion of any registration or qualification of those Shares
required under applicable law.
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27.
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Adjustments
in Shares. In the event of any recapitalization, forward
or reverse stock split, reorganization, merger, consolidation, spin-off,
combination, exchange of Shares or other securities, stock dividend,
special or recurring dividend or distribution (whether in the form of
cash, securities or other property), liquidation, dissolution or other
similar corporate transaction or event, the Committee shall, in such
manner as it may deem equitable in order to prevent dilution or
enlargement of rights, adjust the number of Shares or class of securities
of the Company covered by the NQSO and/or the Exercise Price of the
NQSO. The Option Xxxxxx agrees to execute any documents
required by the Committee in connection with an adjustment under this
Section 10.
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28.
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Tax
Withholding. The Company shall have the right to require
the Option Holder to pay to the Company the amount of any tax that the
Company is required to withhold with respect to the Shares acquired upon
exercise of the NQSO, or in lieu thereof, to retain or sell without
notice, a sufficient number of Shares to cover the minimum amount required
to be withheld.
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29.
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Plan
and Committee Decisions are Controlling. This Agreement,
the award of the NQSO to the Option Holder and the issuance of Shares upon
the exercise of the NQSO are subject in all respects to the provisions of
the Plan, which are controlling. Capitalized terms herein not
defined in this Agreement shall have the meaning ascribed to them in the
Plan. All decisions, determinations and interpretations by
Committee respecting the Plan, this Agreement, the award of the NQSO or
the issuance of Shares upon the exercise of the NQSO shall be binding and
conclusive upon the Option Holder, any Beneficiary of the Option Holder or
the legal representative thereof or any other person to whom the NQSO is
transferred as permitted hereby.
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30.
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Option
Holder’s Service. Nothing in this Agreement shall limit
the right of the Company or any of its Affiliates to terminate the Option
Holder’s service or employment as a director, advisory director, officer
or employee, or otherwise impose upon the Company or any of its Affiliates
any obligation to employ or accept the services or employment of the
Option Holder.
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31.
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Amendment. The
Committee may waive any conditions of or rights of the Company or modify
or amend the terms of this Agreement; provided, however, that the
Committee may not amend, alter, suspend, discontinue or terminate any
provision of this Agreement if such action may adversely affect the Option
Holder without the Option Holder’s written consent. [To the
extent permitted by applicable laws and regulations, the Committee shall
have the authority, in its sole discretion, to accelerate the vesting of
the NQSO or remove any other restrictions imposed on the Option Holder
with respect to the NQSO or the Shares that may be purchased thereunder,
whenever the Committee may determine that such action is appropriate by
reason of any unusual or nonrecurring events affecting the Company, any
Affiliate or their financial statements or any changes in applicable laws,
regulations or accounting
principles.]
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32.
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Option
Holder Acceptance. The Option Holder shall signify
acceptance of the terms and conditions of this Agreement and acknowledge
receipt of a copy of the Plan by signing in the space provided below and
returning the signed copy to the
Company.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.
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MUTUALFIRST FINANCIAL,
INC.
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By
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Its
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ACCEPTED
BY OPTION HOLDER
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(Signature)
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(Print
Name)
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(Street
Address)
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(City,
State & Zip Code)
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Beneficiary
Designation:
The
Option Holder designates the following Beneficiary to have the right to exercise
the NQSO following the Option Holder’s death:
________________________________________________________________________
