EXHIBIT 10(h)
OLD NATIONAL BANCORP
EQUITY INCENTIVE PLAN
EXECUTIVE STOCK OPTION AWARD AGREEMENT
(Date)
THIS AWARD AGREEMENT, made and executed as of the ___ day of ________,
2004, between Old National Bancorp, an Indiana corporation (the "Company"), and
_____________________________, an officer or employee of the Company or one of
its Affiliates (the "Participant");
WITNESSETH:
WHEREAS, the Company has adopted the Old National Bancorp 1999 Equity
Incentive Plan (the "Plan"), to further the growth and financial success of the
Company and its Affiliates by aligning the interests of Participants, through
the ownership of Shares, with the interests of the Company's shareholders; to
provide Participants with an incentive for excellence in individual performance;
and to promote teamwork among Participants; and
WHEREAS, it is the view of the Company that this goal may be achieved by
granting stock options to eligible officers and other key employees; and
WHEREAS, the Participant has been designated by the Committee as an
individual to whom stock options should be granted under the Plan as determined
from the duties performed, the initiative and industry of the Participant, the
extraordinary nature of his/her service, and his/her potential contribution to
the future development, growth and prosperity of the Company;
WHEREAS, as a condition of this Stock Option Award Agreement, the
Participant and the Company have entered into a Confidentiality and
Non-Solicitation Agreement which contains certain restrictions on the
Participant.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the Company and the Participant agree as follows:
1. Grant of Option.
(a) Aggregate Number of Shares. Subject to the provisions of Sections 5
and 7 of this agreement, the Company hereby grants to the
Participant the right and option ("Option") to purchase all or any
part of an aggregate of (_______) Shares subject to the terms and
conditions of this agreement and the provisions of the Plan. All
provisions of the Plan, including defined terms, are incorporated
and are expressly made a part of this agreement by reference. The
Participant hereby acknowledges that he/she has received a copy of
the Plan.
(b) Designation of Character of Options. Pursuant to the authority of
the Committee to determine the character of the options granted of
the total options granted under subsection (a), (_________) shares
shall be nonqualified stock options ("NSO's").
2. Option Price.
(a) Exercise Price. The per share Exercise Price for the Shares
represented by the Option granted under Section 1 shall be $____
(which is the per share Fair Market Value on the date the Option is
granted).
(b) Issuance of Certificates. Certificates evidencing the Shares
purchased under the Option will not be delivered to the Participant
until full payment has been made for them and the Participant shall
have none of the rights of a shareholder with respect to such Shares
until those Shares are recorded on the Company's official
shareholder records (or the records of its transfer agents or
registrars) as having been issued and transferred to the
Participant. The Company will not be required to issue or deliver
any certificates for Shares purchased upon exercise of the Option
prior to (i) completing any registration or other qualification of
the Shares, which the Company deems necessary or advisable under any
federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental
regulatory body; and (ii) obtaining any approval or other clearance
from any federal or state governmental agency or body, which the
Company determines to be necessary or advisable. The Company has no
obligation to obtain the fulfillment of the conditions specified in
the preceding sentence.
3. Income and Employment Tax Withholding.
(a) Participant's Sole Responsibility. The Participant will be solely
responsible for paying to the Company all required federal, state,
city and local taxes applicable to his/her (i) exercise of an NSO,
and (ii) disposition of Shares acquired pursuant to the exercise of
an ISO is a disqualifying disposition as described in Section
422(a)(1) of the Code. The Participant agrees to notify the Company
within ten (10) days of making such a disqualifying disposition.
(b) Payment by Withholding Shares. Notwithstanding the provisions of
subsection (a), with respect to Shares to be issued pursuant to the
exercise of an NSO, the Committee, in its discretion and subject to
such rules as it may adopt, may permit the Participant to elect to
satisfy, in whole or in part, any withholding tax obligation which
may arise in connection with the exercise of the NSO by having the
Company withhold otherwise deliverable Shares or accept delivery
from the Participant of Shares then owned by the Participant which
have a Fair Market Value, determined as of the date of the delivery
of such Shares, equal to the amount of the minimum withholding tax
to be satisfied by that retention or delivery.
4. Nontransferability. The Option cannot be assigned or transferred by the
Optionee except by will or by the laws of descent and distribution. The Option
cannot be pledged or hypothecated in any way, nor can it be subject to
execution, attachment or similar process. Any attempted assignment, transfer,
pledge or other disposition of the Option in violation of this provision or the
levy of execution, attachment or similar process upon the Option will be null
and void and without effect and will cause the Option to be terminated.
Notwithstanding the foregoing, and as more fully outlined in the Plan, the
Participant may transfer NSO's to: (a) the Participant's spouse, any children or
lineal descendants of the Participant or the Participant's spouse, or the
spouse(s) of any such children or lineal descendants ("Immediate Family
Members"); (b) a trust or trusts for the exclusive benefit of Immediate Family
Members; or (c) a partnership or limited liability company in which the
Participant and/or Immediate Family Members are the only equity owners
(collectively, "Eligible Transferees").
5. Exercise of Option.
(a) Maximum Term and Vesting. The Option may not be exercised after the
expiration of ten (10) years from the date of this agreement,
subject to earlier termination as provided in the Plan or this
agreement. Subject to the provisions of this Section 5 and Section
7, one hundred percent (100%) of the Option Shares shall vest and be
exercisable by the Participant on (Date).
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Notwithstanding the foregoing, the Option Shares shall also become fully
vested and be exercisable upon the Participant's death, Disability or
Retirement. In addition, the Option Shares shall vest and be exercisable upon a
Change in Control of the Company.
(b) Limitations on Exercise. Except as otherwise provided in Section 4,
the Option may be exercised during the lifetime of the Participant
only by the Participant or his/her guardian or attorney-in-fact in
the event the Participant incurs a Disability. In the case of the
Participant's death, the Option may be exercised by the
Participant's personal representative.
(c) Legal Requirements. Notwithstanding any other provision of this
agreement, the Option may not be exercised in whole or in part if
the issuance of the Shares would constitute a violation of any
applicable federal or state securities law or other applicable laws,
rules or regulations. As a condition to the exercise of the Option,
the Company may require the person exercising the Option to make any
representation or warranty to the Company as may be required by any
applicable law or regulation.
6. Method of Exercise of Options. The Participant may exercise the Option, to
the extent it is vested, in whole or in part, at any time during the Option
Period, by giving written notice to the Company of exercise on a form provided
by the Committee for such purpose. Such notice must specify the number of Shares
subject to the Option to be purchased and must be accompanied by payment in full
of the total Exercise Price by cash or cashier's check.
7. Early Termination of Option.
(a) In General. All rights to exercise the Option will terminate on the
effective date of the Participant's Termination of Service, except
that such Option, to the extent then exercisable at the time of such
Termination of Service, may be exercised until the expiration of the
thirty (30) consecutive day period commencing on the date of such
Termination of Service, but no later than the date the Option
expires pursuant to its terms, unless the termination is for Cause
or on account of the death, Disability or Retirement of the
Participant. Transfer from the Company to an Affiliate or vice
versa, or from one Affiliate to another, will not be deemed a
Termination of Service.
(b) For Cause Termination. If the Participant's Termination of Service
is for Cause, the Option will terminate effective on the date the
Participant receives notice of his/her Termination of Service for
Cause unless the Committee determines otherwise in its sole
discretion, in which case the Option will expire at the time
prescribed in Subsection (a). For purposes of this Agreement, Cause
means (A) an action by the Participant which involves misconduct or
gross negligence materially injurious to the Company, (B) the
requirement or direction imposed on the Company by a federal or
state regulatory agency which has jurisdiction over the Company to
terminate the employment of the Participant, or (C) the conviction
of the Participant of the commission of any criminal offense
involving dishonesty or breach of trust, or, (D) any intentional
breach by the Participant of a material term, condition or covenant
of any written agreement between the Participant and the Company or
one of its Affiliates. Notwithstanding the foregoing, the
Participant will not be deemed to have incurred a Termination for
Cause unless there is delivered to the Participant a copy of a
notice of termination from the Company accompanied by a resolution
duly adopted by a majority of the Board then in office finding that,
in the good faith opinion of the Board, the termination of the
Participant's employment is for Cause, specifying the particulars
thereof in detail, and granting an opportunity, following a
reasonable period of time, for the Participant, together with his
counsel, to be heard before the Board.
(c) Exercise on Death, Disability or Retirement. If a Participant's
Termination of Service is due to death, Disability or Retirement,
any unexercised Options held by such Participant will thereafter be
fully exercisable until the expiration of the Option Period.
(d) Change in Control of the Company. In the event of a Change in
Control of the Company, all outstanding Options that are not then
exercisable or are subject to any restrictions will become
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immediately exercisable and all restrictions shall be removed, as of
the first date that the Change in Control has been deemed to have
occurred, and shall remain removed for the remaining life of the
Option.
8. Participant's Representations. The Participant represents to the Company
that:
(a) the terms and arrangements relating to the grant of the Option and
the Shares to which it relates, and the offer thereof, have been
arrived at or made through direct communication with the Company or
person acting in its behalf and such Participant;
(b) he/she has received a balance sheet and income statement of the
Company and as an officer or key employee of the Company or its
Affiliates:
(i) is thoroughly familiar with its business affairs and financial
condition and
(ii) has been provided with or has access to such information (and
has enough knowledge and experience in financial and business
matters that he/she is capable of utilizing such information)
as is necessary to evaluate the risks, and make an informed
investment decision with respect to, this right and the Shares
to which it relates;
(c) he/she has sufficient financial resources so that he/she is able to
bear the economic risks of his/her investment in the Shares to which
the Option relates; and
(d) he/she represents the Option is being acquired in good faith for
investment purposes and not with a view to, or for sale in
connection with, any distribution thereof.
9. Mitigation of Excise Tax. The Participant acknowledges that all Awards and
the exercise of all Options hereunder are subject to reduction by the Committee
for reasons specified in Section 14.10 of the Plan.
10. Indemnity. The Participant hereby agrees to indemnify and hold harmless
the Company and its Affiliates (and their respective directors, officers and
employees), and the Committee, from and against any and all losses, claims,
damages, liabilities and expenses based upon or arising out of the incorrectness
or alleged incorrectness of any representation made by him/her to the Company or
any failure on the part of him/her to perform any agreements contained herein.
The Participant hereby further agrees to release and hold harmless the Company
and its Affiliates (and their respective directors, officers and employees) from
and against any tax liability, including without limitation, interest and
penalties, incurred by the Participant in connection with his/her participation
in the Plan.
11. Financial Information. The Company hereby undertakes to deliver to the
Participant, at such time as they become available and so long as the Option is
in effect and is unexercised in whole or in part, a balance sheet and income
statement of the Company with respect to any fiscal year of the Company ending
on or after the date of this agreement.
12. Conditions Precedent. In no event will the Company be obligated to issue
Shares pursuant to the Option until it is satisfied that all conditions
precedent to the issuance of the Shares, as provided in the Plan and this
agreement, have been performed and completed.
13. Changes in Shares. In the event of any change in the Shares, as described
in Section 4.5 of the Plan, the Committee will make appropriate adjustment or
substitution in the number, kind and price of Shares under the Option, all as
provided in the Plan. The Committee's determination in this respect will be
final and conclusive upon all parties.
14. Effect of Headings. The descriptive headings of the Sections and, where
applicable, subsections, of this agreement are inserted for convenience and
identification only and do not constitute a part of this agreement for purposes
of interpretation.
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15. Controlling Laws. Except to the extent superseded by the laws of the
United States, the laws of the State of Indiana, without reference to the choice
of law principles thereof, shall be controlling in all matters relating to this
agreement.
16. Counterparts. This agreement may be executed in two (2) or more
counterparts, each of which will be deemed an original, but all of which
collectively will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company, by its officer thereunder duly
authorized, and the Participant, have caused this Stock Option Award Agreement
to be executed as of the day and year first above written, which is the date on
which the Option is granted.
Accepted by: ______________________________ Date: ______________
Executive's Name
Printed Name: _____________________________
OLD NATIONAL BANCORP
By:_____________________________________
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SVP, Director of Human Resources
Old National Bancorp
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