0001193125-11-082648 Sample Contracts

NON-QUALIFIED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP
Non-Qualified Performance-Based Stock Option Agreement • March 30th, 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, who is a director of or an adviser to the Company, 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 Non-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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AMENDED AND RESTATED PERFORMANCE-BASED STOCK APPRECIATION RIGHTS AGREEMENT UNDER NORTHEAST BANCORP
Performance-Based Stock Appreciation Rights Agreement • March 30th, 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, as amended, shall give the Grantee the right on or prior to the Expiration Date specified above to receive cash payments in accordance with Paragraph 2 of this Agreement, subject to the terms and conditions set forth herein and in the Plan.

NON-QUALIFIED TIME-BASED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER NORTHEAST BANCORP
Non-Qualified Stock Option Agreement • March 30th, 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, who is a director of or an adviser to the Company, 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 Non-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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