STOCK OPTION AGREEMENT
FOR NON-INCENTIVE STOCK OPTIONS PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
STOCK OPTION for a total of __________ shares of Common
Stock, par value $1.00 per share, of Ameriana Bancorp (the
"Company") is hereby granted to _________________________ (the
"Optionee") at the price set forth herein, and in all respects
subject to the terms, definitions and provisions of the Ameriana
Bancorp 1996 Stock Option and Incentive Plan as Amended (the
"Plan") which has been adopted by the Company and which is
incorporated by reference herein, receipt of which is hereby
acknowledged. Such Stock Options do not comply with Options
granted under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
1. Option Price. The option price is $________ for each
share, being 100% of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this
Option.
2. Exercise of Option. This Option shall be
exercisable in accordance with provisions of the Plan as
follows:
(i) Schedule of rights to exercise.
Percentage of Total
Years of Continuous Employment Shares Subject to Option
After Date of Grant of Option Which May Be Exercised
----------------------------- ------------------------
Upon Grant _____%
1 year but less than 2 years _____%
2 years but less than 3 years _____%
3 years but less than 4 years _____%
4 years but less than 5 years _____%
5 years or more _____%
(ii) Method of Exercise. This Option shall be
exercisable by a written notice which shall:
(a) state the election to exercise the
Option, the number of shares with respect to which
it is being exercised, the person in whose name the
stock certificate or certificates for such shares of
Common Stock is to be registered, his address and
Social Security Number (or if more than one, the
names, addresses and Social Security Numbers of such
persons);
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Page 2
(b) contain such representations and
agreements as to the holders' investment intent with
respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons
entitled to exercise the Option and, if the Option
is being exercised by any person or persons other
than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the
right of such person or persons to exercise the
Option; and
(d) be in writing and delivered in person or
by certified mail to the Treasurer of the Company.
Payment of the purchase price of any shares with respect
to which the Option is being exercised shall be by cash, Common
Stock, or such combination of cash and Common Stock as the
Optionee elects. The certificate or certificates for shares of
Common Stock as to which the Option shall be exercised shall be
registered in the name of the person or persons exercising the
Option.
(iii) Restrictions on exercise. The Option may
not be exercised if the issuance of the shares upon such
exercise would constitute a violation of any applicable federal
or state securities or other law or valid regulation. As a
condition to his exercise of this Option, the Company may
require the person exercising this Option to make any
representation and warranty to the Company as may be required by
any applicable law or regulation.
3. Withholding. The Optionee hereby agrees that the
exercise of the Option or any installment thereof will not be
effective, and no shares will become transferable to the
Optionee, until the Optionee makes appropriate arrangements with
the Company for such tax withholding as may be required of the
Company under federal, state, or local law on account of such
exercise.
4. Non-transferability of Option. This Option may not
be transferred in any manner otherwise than by will or the laws
of descent or distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors
and assigns of the Optionee. Notwithstanding any other terms of
this agreement, to the extent permissible under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, this Option may
be transferred to the Optionee's spouse, lineal ascendants,
lineal descendants, or to a duly established trust, provided
that such transferee shall be permitted to exercise this Option
subject to the same terms and conditions applicable to the
Optionee.
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Page 3
5. Term of Option. This Option may not be exercisable
for more than ten years from the date of grant of this Option,
as set forth below, and may be exercised during such term only
in accordance with the Plan and the terms of this Option.
AMERIANA BANCORP
1996 STOCK OPTION AND
INCENTIVE PLAN
COMMITTEE
By ________________________________
Date of Grant Attest:______________________(Seal)
NON-INCENTIVE STOCK OPTION EXERCISE FORM
PURSUANT TO THE
AMERIANA BANCORP
1996 STOCK OPTION AND INCENTIVE PLAN
AS AMENDED
---------------------
Date
Treasurer
Ameriana Bancorp
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: 1996 Stock Option and Incentive Plan as Amended
-----------------------------------------------
Dear Sir:
The undersigned elects to exercise his Non-Incentive Stock
Option to purchase ____________ shares, par value $1.00,
of Common Stock of Ameriana Bancorp under and pursuant to a
Stock Option Agreement dated _______________, 199__.
Delivered herewith is a certified or bank cashier's or
tellers check and/or shares of Common Stock, valued at the fair
market value of the stock on the date of exercise, as set forth
below.
$________ of cash or check
________ ______ shares of Common Stock, valued
at $____ per share
$ Total
========
The name or names to be on the stock certificate or
certificates and the address and Social Security Number of such
person is as follows:
Name____________________________________________________________
Address ________________________________________________________
Social Security Number _________________________________________
Very truly yours,
_____________________________
