EXHIBIT 10(9)
______________________, ______
INCENTIVE STOCK OPTION AGREEMENT
UNDER THE UNION COMMUNITY BANCORP STOCK OPTION PLAN
Dear _________________:
You are hereby granted the option to purchase a total of ______ shares of
the Common Stock, without par value ("Common Stock"), of Union Community Bancorp
("UCB") over the next ten years pursuant to UCB's Stock Option Plan (the
"Plan"), on the following terms and conditions:
1. The purchase price of the shares of Common Stock subject to this option
is $_____ per share. You must pay this purchase price in cash at the time this
option is exercised; provided, however that, with the approval of UCB's Stock
Compensation Committee (the "Committee"), you may exercise your option by
tendering to UCB whole shares of UCB's Common Stock owned by you, or any
combination of whole shares of UCB's Common Stock owned by you and cash, having
a fair market value equal to the cash exercise price of the shares with respect
to which the option is exercised by you. For this purpose, any shares so
tendered shall be deemed to have a fair market value equal to the mean between
the highest and lowest quoted selling prices for the shares on the date of
exercise of the option (or if there were no sales on such date the weighted
average of the means between the highest and lowest quoted selling prices on the
nearest date before and the nearest date after the date of exercise of the
option), as reported in The Wall Street Journal or a similar publication
selected by the Committee. To exercise this option, you must send written notice
to the UCB's Secretary at the address noted in Section 12 hereof. Such notice
shall state the number of shares in respect of which the option is being
exercised, shall identify the option exercised as an incentive stock option, and
shall be signed by the person or persons so exercising the option. Such notice
shall be accompanied by payment of the full cash option price for such shares
or, if the Committee has authorized the use of the stock swap feature provided
for above, such notice shall be followed as soon as practicable by the delivery
of the option price for such shares. Certificates evidencing shares of Common
Stock will not be delivered to you until payment has been made. Under certain
circumstances, the Plan permits you to deliver a notice to your broker to
deliver the cash to UCB upon the receipt of such cash from the sale of UCB
Common Stock. Contact the Secretary of UCB for further information about this
procedure if you are interested in it.
2. The term of this option (the "Option Term") shall be for a period of ten
years from the date of this letter, subject to earlier termination as provided
in paragraphs 3 and 4 hereof. Except as otherwise provided below, the option
shall become exercisable with respect to the first 20% of the total number of
shares covered hereby on the first anniversary of the date of this letter, and
the option shall become exercisable with respect to the second, third, fourth
and fifth 20% of such shares on the second, third, fourth and fifth
anniversaries, respectively, of the date of this letter. When the option becomes
exercisable with respect to any shares of Common Stock, those shares may be
purchased at any time, or from time to time, in whole or in part, until the
Option Term expires, but in no case may fewer than 100 such shares be purchased
at any one time, except to purchase a residue of fewer than 100 shares.
Notwithstanding the foregoing or
any other provision herein, the option may not be exercised during the first six
months of the Option Term.
3. If you cease to be an employee of UCB or any of its subsidiaries for any
reason other than retirement, permanent and total disability, or death, this
option shall forthwith terminate. If your employment by UCB or any of its
subsidiaries is terminated by reason of retirement (which means such termination
of employment as shall entitle you to early or normal retirement benefits under
any then existing pension plan of UCB or one of its subsidiaries), you may
exercise this option to the extent it was exercisable at the date of your
retirement in whole or in part within three years after such retirement, but not
later than the date upon which this option would otherwise expire; provided,
however, that if you are a director or a director emeritus at the time of your
retirement, the option shall continue to vest while you serve as a director or
director emeritus and you may exercise this option in whole or in part until the
later of (a) three years after your date of retirement or (b) six months after
your service as a director and/or director emeritus terminates, but not later
than the date upon which this option would otherwise expire. If you cease to be
an employee of UCB or any of its subsidiaries because of your permanent and
total disability, you may exercise this option in whole or in part at any time
within one year after such termination of employment by reason of such
disability, but not later than the date upon which this option would otherwise
expire.
4. If you die while employed by UCB or any of its subsidiaries, within
three years after the termination of your employment because of retirement (or,
if later, six months following your termination of service as a director or
director emeritus of UCB), or within one year after the termination of your
employment because of permanent and total disability, this option may be
exercised in whole or in part by your executor, administrator, or estate
beneficiaries at any time within one (1) year after the date of your death but
not later than the date upon which this option would otherwise expire.
5. This option is non-transferable otherwise than by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order. It
may be exercised only by you or your guardian, if any, or, if you die, by your
executor, administrator, or beneficiaries of your estate who are entitled to
your option.
6. All rights to exercise this option will expire, in any event, ten years
from the date of this letter.
7. Certificates evidencing shares issued upon exercise of this option may
bear a legend setting forth among other things such restrictions on the
disposition or transfer of the shares of UCB as UCB may deem consistent with
applicable federal and state laws.
8. Nothing in this option shall restrict the right of UCB or its
subsidiaries to terminate your employment at any time with or without cause.
9. This option is subject to all the terms, provisions and conditions of
the Plan, which is incorporated herein by reference, and to such regulations as
may from time to time be adopted by the Committee. A copy of the Plan has been
furnished to you and an additional copy may be obtained from UCB. In the event
of any conflict between the provisions of the Plan and
the provisions of this letter, the terms, conditions and provisions of the Plan
shall control, and this letter shall be deemed to be modified accordingly.
10. This Stock Option Agreement is intended to grant an option which meets
all of the requirements of incentive stock options as defined in Section 422A of
the Internal Revenue Code. Subject to and upon the terms, conditions and
provisions of the Plan, each and every provision of this Agreement shall be
administered, construed and interpreted so that the option granted herein shall
so qualify as an incentive stock option. Each provision of this Stock Option
Agreement which would prevent this option from qualifying as an incentive stock
option, if any, shall be void.
11. You agree to advise UCB immediately upon any sale or transfer of any
shares of Common Stock received upon exercise of this option to the extent such
sale or transfer takes place prior to the later of (a) two years from the date
of grant or (b) one year from the date of exercise of this option.
12. All notices by you to UCB and your exercise of the option herein
granted, shall be addressed to Union Community Bancorp, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary, or such other address as
UCB may, from time to time, specify.
13. This option may not be exercised until UCB has been advised by counsel
that all other applicable legal requirements have been met.
Very truly yours,
UNION COMMUNITY BANCORP
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer
Accepted on the date above written
____________________________
Printed:______________________
