EXHIBIT 10(11)
_______________
NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER THE UNION COMMUNITY BANCORP STOCK OPTION PLAN
_______________:
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 ("UB") over the next ten years pursuant to UB'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 UB's
Stock Compensation Committee (the "Committee"), you may exercise your option by
tendering to UB whole shares of UB's Common Stock owned by you, or any
combination of whole shares of UB'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 UB's
Secretary at the address noted in Section 10 hereof. Such notice shall state the
number of shares in respect of which the option is being exercised, shall
identify the option exercised as a non-qualified 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 UB upon the receipt of such cash from the sale of UB Common
Stock. Contact the Secretary of UB 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 UB 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 UB 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 UB 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, 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 UB 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 UB 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 UB), 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 UB as UB may deem consistent with
applicable federal and state laws.
8. Nothing in this option shall restrict the right of UB 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 UB. 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. All notices by you to UB and your exercise of the option herein
granted, shall be addressed to Union Community Bancorp, ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary, or such other address as UB
may, from time to time, specify.
11. This option may not be exercised until UB 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
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