EXHIBIT 10.2
NONQUALIFIED STOCK OPTION AGREEMENT
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This AGREEMENT (the "Agreement") is made as of May 19, 2003, by and between
MainSource Financial Group, Inc., an Indiana corporation (the "Company"), and
_______________ (the "Optionee"). Now, therefore, the parties hereto agree as
follows:
1. Grant of Stock Option. Subject to and upon the terms, conditions, and
restrictions set forth in this Agreement and in the MainSource Financial Group
2003 Option Plan (the "Plan"), the Company hereby grants to the Optionee as of
the date of this Agreement ( the "Date of Grant") a stock option (the "Option")
to purchase 1,000 Common Shares (the "Optioned Shares"). The Option may be
exercised from time to time in accordance with the terms of this Agreement. The
price, at which the Optioned Shares may be purchased pursuant to this Option,
shall be $23.20 per share, subject to adjustment as hereinafter provided (the
"Option Price"). The Option is intended to be a nonqualified stock option and
shall not be treated as an "incentive stock option" within the meaning of that
term under Section 422 of the Code, or any successor provision thereto.
2. Term of Option. The term of the Option shall commence on the Date of Grant
and, unless earlier terminated in accordance with Section 6 hereof, shall expire
ten (10) years from the Date of Grant.
3. Right to Exercise. Subject to expiration or earlier termination, the number
of Optioned Shares specified in this Agreement shall become exercisable in whole
or in part at any time and from time to time on or after the Date of Grant. In
no event shall the Optionee be entitled to acquire a fraction of one Optioned
Share pursuant to this Option. The Optionee shall be entitled to the privileges
of ownership with respect to Optioned Shares purchased and delivered to him upon
the exercise of all or part of this Option.
4. Option Nontransferable. The Option granted hereby shall be neither
transferable nor assignable by an Optionee other than by will or by the laws of
descent and distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee, or in the event of his or her legal incapacity,
by his or her guardian or legal representative acting on behalf of the Optionee
in a fiduciary capacity under state law and court supervision.
5. Notice of Exercise; Payment.
(1) To the extent then exercisable, the Option may be exercised by written
notice to the Company stating the number of Optioned Shares for which the Option
is being exercised and the intended manner of payment. Payment equal to the
aggregate Option Price of the Optioned Shares being exercised shall be tendered
in full with the notice of exercise to the Company in cash in the form of
currency or check or other cash equivalent acceptable to the Company. The
requirement of payment in cash shall be deemed satisfied if the Optionee makes
arrangements that are satisfactory to the Company with a broker that is a member
of the National Association of Securities Dealers, Inc. to sell a sufficient
number of Optioned Shares which are being
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purchased pursuant to the exercise, so that the net proceeds of the sale
transaction will at least equal the amount of the aggregate Option Price, and
pursuant to which the broker undertakes to deliver to the Company the amount of
the aggregate Option Price not later than the date on which the sale transaction
will settle in the ordinary course of business.
(2) The Optionee may also tender the Option Price by (i) the actual or
constructive transfer to the Company of nonforfeitable, nonrestricted Common
Shares that have been owned by the Optionee for (x) more than one year prior to
the date of exercise and for more than two years from the date on which the
option was granted, if they were originally acquired by the Optionee pursuant to
the exercise of an Incentive Stock Option, or (y) more than six months prior to
the date of exercise, if they were originally acquired by the Optionee other
than pursuant to the exercise of an Incentive Stock Option, or (ii) by any
combination of the foregoing methods of payment, including a partial tender in
cash and a partial tender in nonforfeitable, nonrestricted Common Shares.
(3) Within ten (10) days after notice, the Company shall direct the due
issuance of the Optioned Shares so purchased.
(4) Nonforfeitable, nonrestricted Common Shares that are transferred by the
Optionee in payment of all or any part of the Option Price shall be valued on
the basis of their Fair Market Value.
(5) As a further condition precedent to the exercise of this Option, the
Optionee shall comply with all regulations and the requirements of any
regulatory authority having control of, or supervision over, the issuance of
Common Shares and in connection therewith shall execute any documents which the
Board shall in its sole discretion deem necessary or advisable. The date of such
notice shall be the exercise date.
6. Termination of Agreement. The Agreement and the Option granted hereby shall
terminate automatically and without further notice on the earliest of the
following dates:
(1) One (1) year after the Optionee's death if the Optionee dies while
serving as a director of the Company or an Affiliate;
(2) One (1) year after the date of the Optionee's permanent and total
disability that is confirmed by a licensed physician's statement, if the
Optionee becomes permanently and totally disabled while serving as a director of
the Company or an Affiliate;
(3) Except as provided on a case-by-case basis, sixty (60) days after the
date the Optionee ceases to be a director of the Company or an Affiliate for any
reason other than as described in this Section; or
(4) Ten (10) years from the Date of Grant.
This Agreement shall not be exercisable for any number of Optioned Shares
in excess of the number of Optioned Shares exercisable, pursuant to Sections 3
and 9 hereof, on the date of termination of employment.
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7. Taxes and Withholding. If the Company shall be required to withhold any
federal, state, local or foreign tax in connection with the exercise of the
Option, and the amounts available to the Company for such withholding are
insufficient, the Optionee shall pay the tax or make provisions that are
satisfactory to the Company for the payment thereof. The Optionee may elect to
satisfy all or any part of any such withholding obligation by surrendering to
the Company a portion of the Optioned Shares that are issued or transferred to
the Optionee upon the exercise of the Option, and the Optioned Shares so
surrendered by the Optionee shall be credited against any such withholding
obligation at the Fair Market Value of such shares on the date of such
surrender. The Company will pay any and all issue and other taxes in the nature
thereof which may be payable by the Company in respect of any issue or delivery
upon a purchase pursuant to this Option.
8. Compliance with Law. The Company shall make reasonable efforts to comply with
all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Option shall not be
exercisable if the exercise thereof would result in a violation of any such law.
9. Adjustments. The Board may make or provide for such adjustments in the number
of Optioned Shares covered by this Option, in the Option Price applicable to
such Option, and in the kind of shares covered thereby, as the Board may
determine is equitably required to prevent dilution or enlargement of the
Optionee's rights that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization, or other change in the capital
structure of the Company, (b) any merger, consolidation, spin-off, split-off,
spin-out, split-up, reorganization, partial or complete liquidation, or other
distribution of assets or issuance of rights or warrants to purchase securities,
or (c) any other corporate transaction or event having an effect similar to any
of the foregoing. In the event of any such transaction or event, the Board may
provide in substitution for this Option such alternative consideration as it may
determine to be equitable in the circumstances and may require in connection
therewith the surrender of this Option.
10. Relation to Other Benefits. Any economic or other benefit to the Optionee
under this Agreement shall not be taken into account in determining any benefits
to which the Optionee may be entitled under any profit-sharing, retirement, or
other benefit or compensation plan maintained by the Company.
11. Amendments. Any amendment to the Plan shall be deemed to be an amendment to
this Agreement to the extent that the amendment is applicable hereto; provided,
however, that no amendment shall adversely affect the rights of the Optionee
under this Agreement without the Optionee's consent.
12. Severability. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
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13. Relation to Plan. This Agreement is subject to the terms and conditions of
the Plan. In the event of any inconsistent provisions between this Agreement and
the Plan, the Plan shall govern. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Plan. The Board
acting pursuant to the Plan, as constituted from time to time, shall, except as
expressly provided otherwise herein, have the right to determine any questions,
which arise in connection with this option or its exercise.
14. Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, administrators, heirs, legal
representatives and assigns of the Optionee, and the successors and assigns of
the Company.
15. Governing Law. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Indiana, without giving
effect to the principles of conflict of laws thereof.
16. Notices. Any notice to the Company provided for herein shall be in writing
to the Company, marked Attention: Corporate Secretary, and any notice to the
Optionee shall be addressed to said Optionee at his or her address currently on
file with the Company. Except as otherwise provided herein, any written notice
shall be deemed to be duly given if and when delivered personally or deposited
in the United States mail, first class registered mail, postage and fees
prepaid, and addressed as aforesaid. Any party may change the address to which
notices are to be given hereunder by written notice to the other party as herein
specified (provided that for this purpose any mailed notice shall be deemed
given on the third business day following deposit of the same in the United
States mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf by its duly authorized officer and Optionee has also executed this
Agreement in duplicate, as of the day and year first above written.
MAINSOURCE FINANCIAL GROUP, INC.
By:
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James L. Saner, Sr., Chief Executive Officer
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Optionee
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