0001193125-11-002039 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks • Maine

This Indemnification Agreement (“Agreement”) is made as of by and between Northeast Bancorp, a Maine corporation (the “Company”), and (“Indemnitee”).

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NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP
Stock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

NON-QUALIFIED TIME-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP
Non-Qualified Time-Based Stock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

TIME-BASED STOCK APPRECIATION RIGHTS AGREEMENT UNDER NORTHEAST BANCORP
Time-Based Stock Appreciation Rights Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Grantee named above, who is a director of or an adviser to the Company, the number of Stock Appreciation Rights (“SARs”) specified above. This Agreement shall give the Grantee the right to exercise on or prior to the Expiration Date specified above all or part of the number of SARs specified above at the Exercise Price per Share specified above, and to receive a cash payment in accordance with Paragraph 2 of this Agreement, subject to the terms and conditions set forth herein and in the Plan. Each of the SARs granted herein relates to the value of one share of the Company’s Voting Common Stock.

RESTRICTED STOCK AWARD AGREEMENT UNDER NORTHEAST BANCORP
Restricted Stock Award Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Northeast Bancorp (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Voting Common Stock of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan. The Company acknowledges the receipt from the Grantee of consideration with respect to the par value of the Stock in the form of cash, past or future services rendered to the Company by the Grantee or such other form of consideration as is acceptable to the Administrator.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER NORTHEAST BANCORP
Non-Qualified Stock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

PERFORMANCE-BASED STOCK APPRECIATION RIGHTS AGREEMENT UNDER NORTHEAST BANCORP
Option and Incentive Plan • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Grantee named above, who is who is a director of or an adviser to the Company, the number of Stock Appreciation Rights (“SARs”) specified above. This Agreement shall give the Grantee the right to exercise on or prior to the Expiration Date specified above all or part of the number of SARs specified above at the Exercise Price per Share specified above, and to receive a cash payment in accordance with Paragraph 2 of this Agreement, subject to the terms and conditions set forth herein and in the Plan. Each of the SARs granted herein relates to the value of one share of the Company’s Voting Common Stock.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP
Non-Qualified Stock Option Agreement • January 5th, 2011 • Northeast Bancorp /Me/ • State commercial banks

Pursuant to the Northeast Bancorp 2010 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Northeast Bancorp (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Voting Common Stock of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

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