BRIDGEWATER BANCSHARES, INC. INCENTIVE STOCK OPTION AGREEMENT

Exhibit 10.10

BRIDGEWATER BANCSHARES, INC.

2005 COMBINED INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT is made as of the Grant Date set forth above by and between Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”), and the Optionee named above, who is an employee of the Company or an Affiliate of the Company (the “Optionee”).

The Company desires, by affording the Optionee an opportunity to purchase shares of its Common Stock, par value $.01 per share (the “Common Stock”), as hereinafter provided, to carry out the purpose of the Bridgewater Bancshares, Inc. 2005 Combined Incentive and Non-Statutory Stock Option Plan (the “Option Plan”).

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereby agree as follows:

1.              Grant of Option.  The Company hereby grants to the Optionee the right and option (the “Option”) to purchase all or any part (but not as to a fractional share) of the aggregate number of shares of Common Stock set forth above (the “Option Shares”) (such number being subject to adjustment as provided in Section 9 hereof) on the terms and subject to the conditions set forth in this Agreement.  This Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.              Purchase Price.  The per share purchase price of the Option Shares shall be the Exercise Price Per Share set forth above (such Exercise Price Per Share being subject to adjustment as provided in Section 9 hereof).

3.              Term and Exercise of Option.

(a)         The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein.

(b)         Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Plan, this Option shall vest and become exercisable as follows but only if the Optionee is then an employee of the Company or an Affiliate:

(i)                                     Up to 20% of the Option Shares may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option;

(ii)                                  Up to 40% of the Option Shares (less any shares previously purchased pursuant to this Option) may be purchased at any time after two (2) year from the Grant Date and prior to the termination of this Option;

(iii)                               Up to 60% of the Option Shares (less any shares previously purchased pursuant to this Option) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option;

(iv)                              Up to 80% of the Option Shares (less any shares previously purchased pursuant to this Option) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option;

(v)                                 Up to 100% of the Option Shares (less any shares previously purchased pursuant to this Option) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option.

(c)          To exercise this Option, the Optionee shall give written notice to the Company, to the attention of its President or other designated agent, in substantially the form attached hereto as Exhibit C, and the Optionee shall deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below.

(d)         Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

4.              Limitations on Exercise of Option.

(a)         The exercise of this Option will be contingent upon receipt from the Optionee (or the purchaser acting under Section 7 below) of the full Exercise Price of such Option Shares.  Payment may be made in cash or by a cashier’s or certified check.  However, in the sole discretion of the Board of Directors or the Committee, and subject to such terms and conditions as the Board of Directors or Committee deems appropriate in its discretion, payment of the Exercise Price or a portion thereof may be made by surrender to the Company of previously acquired shares of Common Stock, such shares to be

2

credited against the Exercise Price based upon the Fair Market Value thereof on the date of exercise, or by a combination of the above.  No Option Shares will be issued until full payment therefore has been made and the Optionee has executed any and all agreements that the Company may require the Optionee to execute.

(b)         The issuance of Option Shares upon the exercise of this Option shall be subject to all applicable laws, rules, and regulations.  If, in the opinion of the Board of Directors of the Company or a Committee of the Board of Directors, (i) the listing, registration, or qualification of the Option Shares upon any securities exchange or under any state or federal law, (ii) the consent or approval of any regulatory body, or (iii) an agreement of the Optionee with respect to the disposition of the Option Shares, is necessary or desirable as a condition to the issuance or sale of the Option Shares, this Option shall not be exercised and/or the Option Shares shall not be sold unless and until such listing, registration, qualification, consent, approval or agreement is effected or obtained in form satisfactory to the Board of Directors or the Committee.

5.              Non-transferability of Option.  This Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution, and during the lifetime of the Optionee, this Option shall be exercisable only by the Optionee.

6.              Termination of Employment.  Upon termination of the Optionee’s employment with the Company or an Affiliate other than as a result of the death of the Optionee, this Option may be exercised to the same extent that the Optionee would have been entitled to exercise it at the date of termination and may be exercised within a period of 90 days after the date of termination, but in no case later than the Expiration Date set forth above.

7.              Death of Optionee.  If the Optionee dies while employed by the Company or an Affiliate, this Option will vest in the following manner: (1) up to 50% of the Option Shares may be purchased at any time after if the Optionee has been employed by the Company or an affiliate for up to Two years and Six months; and (2) up to 100% of the Option Shares may be purchased at any time after if the Optionee has been employed by the Company or an affiliate for more than Two years and Six months.  Upon death this Option may be exercised within a period of one (1) year after the date of death, but in no case later than the Expiration Date set forth above.  In such event, this Option shall be exercisable only by the executors or administrators of the Optionee or by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution.  Any portion of an Option that is not exercisable at the time of an Optionee’s death shall automatically terminate.

8.              No Right to Continued Employment.  This Option will not confer upon the Optionee any right with respect to continuance of employment by the Company or an Affiliate of the Company, nor will it interfere in any way with the Company’s right or the Affiliate’s right to terminate the Optionee’s employment at any time.

9.              Adjustments.  In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend, stock split, reverse stock split, reclassification, combination, exchange of shares, or other similar recapitalization of the Company, there shall be an appropriate and proportionate adjustment to the number of Option Shares and the per share Exercise Price Per Share hereunder so that the Optionee then shall receive for the aggregate Exercise Price paid by the Optionee upon exercise of this Option the number of shares the

3

Optionee would have received if this Option had been exercised before such recapitalization event occurred. No adjustment shall be made under this Section 9 upon the issuance by the Company of any warrants, rights, or options to acquire additional Common Stock or of securities convertible into Common Stock unless such warrants, rights, options or convertible securities are issued to all of the Company’s shareholders on a proportionate basis.

10.       Effect of Certain Transactions.  Notwithstanding any provision in this Option to the contrary, this Option will become exercisable in full immediately if, subsequent to the Grant Date set forth above, any of the following events shall occur while the Optionee is an employee of the Company or an Affiliate:

(a)         The sale, lease, exchange or other transfer, directly or indirectly, of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a person or entity that is not controlled by the Company,

(b)         The approval by the Company’s shareholders of any plan or proposal for the liquidation or dissolution of the Company;

(c)          Any persons or entities become the owner, directly or indirectly, of more than fifty percent (50%) of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote at elections of directors who were not owners of at least fifty percent (50%) of such combined voting power as of the Grant Date; and

(d)         A merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to the effective date of such merger or consolidation have, solely on account of ownership of securities of the Company at such time, ownership immediately following the effective date of such merger or consolidation of securities of the surviving company representing less than fifty percent (50%) of the combined voting power of the surviving corporation’s then outstanding securities ordinarily having the right to vote at elections of directors.

Notwithstanding any provision in the Option Plan or this Option Agreement to the contrary, the Board of Directors or the Committee shall not have the power or right, either before or after the occurrence of an event described in subparagraph (a) through (d) above, to rescind, modify or amend the provisions of this Section 10 without the consent of the Optionee.

11.       Mandatory Exercise or Forfeiture of Options.  All Options issued under this Agreement shall be made subject to the following restrictions:

(a)                                 If the capital level of Bridgewater Bank (the “Bank”), for which the Company is the holding company, falls below the minimum requirements, as determined pursuant to 12 CFR 3 or by the Minnesota Department of Commerce (“DOC”) or other primary state or federal regulator of the Bank, the Company shall notify the Optionee of such determination.  Within thirty (30) days of the delivery of the Company’s notice to the Optionee regarding the determination that the Bank is undercapitalized, the Optionee shall be required to exercise any Options (but in no event by paying the Exercise Price or a portion thereof by surrender to the Company of previously acquired shares of Common Stock or shares of Common Stock issuable upon the exercise of the Options) issued under

4

this Agreement in full, or with respect to such lesser number of Options as may be permitted or required by the DOC or other primary state or federal regulator of the Bank, or shall forfeit the right to purchase the Common Stock pursuant to the Options issued under this Agreement.

(b)                                 If the DOC or other primary state or federal regulator of the Bank determines that the existence of any Options issued under this Agreement impairs the Bank’s ability to raise capital, the Company shall notify the Optionee of such determination, and the Optionee shall be required to exercise the Options (but in no event by paying the Exercise Price or a portion thereof by surrender to the Company of previously acquired shares of Common Stock or shares of Common Stock issuable upon the exercise of the Options) in full, or with respect to such lesser number of Options as may be permitted by the DOC or other primary state or federal regulator of the Bank, or shall forfeit the right to purchase the Common Stock pursuant to the Options issued under this Agreement.

12.       Limitation on Payments and Benefits.  Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member (“Affiliate”), constitute an “excess parachute payment” (as defined in Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming “excess parachute payments” and therefore subject to the excise tax imposed under Section 4999 of the Code.  The Optionee will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between the Optionee and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Section 280G or Section 4999 of the Code (including, without limitation, that “payments” under such agreement be reduced).  The Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made.  The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company.  The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this Section 12.

13.       Shareholder Agreement.  Upon exercise of this Option and as a condition to the issuance of the Option Shares, the Optionee shall be required to execute and become a party to any shareholder agreement among the Company and shareholders of the Company that governs substantially all of the Company’s Common Stock (the “Shareholder Agreement”), either as a direct signatory to the Shareholder Agreement or by executing a Consent Agreement in the form attached hereto as Exhibit B if the Optionee is not already party to the Shareholder Agreement.

5

14.       Qualification and Tax Considerations.

(a)                                 Exercise Price.  It is the intent of the Company that the Option qualifies for treatment as an “Incentive Stock Option” in accordance with Section 422 of the Code.  Although the Company has attempted to comply with the statutory requirements for an Incentive Stock Option, no assurance is given that the Option does in fact so qualify.  One of the requirements of an Incentive Stock Option is that the exercise price of the option equals or exceeds the fair market value of the underlying Common Stock at the time the option is granted.  For Optionees who own stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company, the exercise price of the option must equal or exceed one hundred ten percent (110%) of the fair market value of the underlying Common Stock at the time the option is granted.  The Company has determined (with independent advice where considered necessary) that the Exercise Price for the Option equals or exceeds the fair market value of the Common Stock as of the Grant Date.  However, no assurance can be given that the Exercise Price and fair market value so determined will be accepted by the government or a court as correct.

(b)                                 Other Qualification Considerations.  In addition, in order to qualify for favorable tax treatment, no disposition of stock obtained pursuant to an Incentive Stock Option may be made within 2 years from the date of the grant of the Option or within 1 year after exercise of the Option and the transfer of such stock to the Optionee.  Further, in order to qualify for favorable tax treatment, the Option must be exercised no later than three (3) months after the termination of the Optionee’s employment with the Company or an Affiliate (other than as a result of the death of the Optionee), whether such termination is voluntary or involuntary, For Cause or Without Cause.  If these requirements are not observed, the Optionee will not receive the favorable tax treatment described below.

(c)                                  Tax Treatment.  If the Option qualifies for favorable tax treatment as an Incentive Stock Option, the Optionee will realize no income upon receipt or exercise of an Option.  Upon the sale of the Common Stock acquired with an Incentive Stock Option, the Optionee will generally be subject to tax on the gain (if any) realized there from.  The Optionee’s basis in such stock will be the Exercise Price under the Option.  Since federal income tax law is subject to change and income tax laws vary from state to state, the Company urges the Optionee to consult with his or her individual tax advisor(s) prior to the exercise of an Option and the subsequent sale of Common Stock acquired pursuant to such exercise.  THE COMPANY IS NOT GIVING, AND WILL NOT GIVE, BY THIS AGREEMENT OR OTHERWISE, INDIVIDUAL INCOME TAX ADVICE TO THE OPTIONEE.

15.       Interpretation.  The interpretation and construction of any provision of the Option Plan and this Option shall be made by the Board of Directors or the Committee and shall be final, conclusive and binding on the Optionee and all other persons.

16.       Definitions; Option Plan Governs.  Any capitalized term used herein that is not expressly defined herein shall have the meaning ascribed to it in the Option Plan.  This Option is in all respects subject to and governed by all of the provisions of the Option Plan.

6

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in its corporate name by its duly authorized officer, and the Optionee has executed this Agreement as of the Grant Date set forth above.

7

EXHIBIT B

NOTICE OF EXERCISE OF

STOCK OPTION

TO:

FROM:

DATE:

RE:                                                   Exercise of Stock Option

I hereby exercise my option to purchase          shares of Common Stock at $       per share (total exercise price of $                 ).  This notice is given in accordance with the terms of my Incentive Stock Option Agreement (“Agreement”) dated           , 20  .  The option price and vested amount is in accordance with Sections 2 and 3 of the Agreement.

Check one:

o                                    Enclosed is cash, or a cashier’s or certified check payable to Bridgewater Bancshares, Inc. for the total exercise price of the shares being purchased.

o                                    Attached is a certificate(s) for                       shares of common stock duly endorsed in blank and surrendered for the exercise price of the shares being purchased.*

*The use of this alternative is subject to the approval of Bridgewater Bancshares, Inc.

Please prepare the stock certificate in the following name(s):

EXHIBIT C

CONSENT AGREEMENT

THIS CONSENT AGREEMENT (this “Agreement”), is made and entered into effective as of the     day of       , 20   by and between                  (the “Shareholder”), and Bridgewater Bancshares, Inc., a Minnesota corporation (the “Company”).

WHEREAS, the Shareholder desires to exercise that certain Incentive Stock Option Agreement (the “Option”) granted to the Shareholder by the Company on                , 20  ;

WHEREAS, the Company and all of its shareholders have adopted that certain Bridgewater Bancshares, Inc. Shareholder Agreement dated effective October 28, 2005, as amended from time to time (the “Shareholder Agreement”), imposing certain restrictions on the transfer of the Company’s common stock by shareholders and governing certain rights and obligations of the shareholders; and

WHEREAS, the Option requires the Shareholder to become a party to the Shareholder Agreement upon exercise of any part of the Option.

NOW THEREFORE, the Shareholder, as a condition to the issuance of shares of common stock of Bridgewater Bancshares, Inc., a Minnesota corporation, hereby agrees to become a party to and be bound by the terms and provisions of the Shareholder Agreement and acknowledges receipt of a copy of the Shareholder Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the      day of                 .

9