INCENTIVE STOCK OPTION AWARD AGREEMENT

Participant:  _______________

Grant Date:  ____________, 20___  (“Grant Date”)

Plan under which Options are Granted:  Grand River Commerce, Inc. 2009 Stock Incentive Plan (“Plan”)

Type of Options:  Incentive Stock Options

Number of Shares to which Options are Granted:  _______________

Exercise Price per Share:  $_______

Vesting Schedule:  The Options shall become vested in accordance with Schedule 1 hereto.

CERTAIN EARLY DISPOSITIONS OF SHARES PURCHASED UPON EXERCISE OF THIS OPTION (GENERALLY, SALE OF THE SHARES WITHIN TWO YEARS OF THE GRANT DATE OR WITHIN ONE YEAR OF EXERCISE OF THE OPTION) MAY RESULT IN LOSS OF “INCENTIVE STOCK OPTION” TREATMENT.  GRAND RIVER COMMERCE, INC. RECOMMENDS THAT THE PARTICIPANT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR PRIOR TO EXERCISING ANY OPTIONS.

IN WITNESS WHEREOF, the parties have executed and made effective this Option as of the Grant Date.

1.   Grant of the Option .  The Company hereby grants to the Participant the right and option (“Option”) to purchase the aggregate number of shares of common stock, $0.01 par value per share, of the Company (“Stock”) as set forth on page 1 (such number being subject to adjustment as provided herein) on the terms and conditions set forth in this Agreement and the Plan.  Once vested, the Option awarded under this Agreement may be exercised in whole at any time or in part from time to time, subject to the terms and conditions of this Agreement and the Plan.  The Option granted under this Agreement is intended to qualify as an “incentive stock option” under section 422 of the Internal Revenue Code of 1986, as amended (“Code”), and shall be so construed.  The Participant shall have no obligation to exercise any Option granted by this Agreement.

2.   Exercise Price .  The price per share at which the Participant shall be entitled to purchase shares of Stock upon the exercise of this Option shall be the Exercise Price per Share set forth on page 1, subject to adjustment as provided in Paragraph  11 (“Exercise Price”), which Exercise Price shall be not less than the Fair Market Value of a share of Stock on the date that the Option is granted and, with respect to a Controlling Participant (as defined in the Plan), not less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the date that the Option is granted.

3.   Vesting and Term of the Option .

(a)   General .  The right to exercise the Option shall vest in the hands of the Participant as provided for on Schedule 1 of this Agreement.  Shares for which Options have vested shall be referred to as “Vested Shares.”  Shares for which Options have not vested shall be referred to as “Nonvested Shares.”  The respective numbers of Vested Shares and Nonvested Shares shall adjust proportionately in accordance with any adjustments made pursuant to Paragraph  11 of this Agreement.  In addition, shares may become Vested Shares in accordance with Paragraphs  8 , 14 and 16 .

(b)   Exercisable for Whole Vested Shares Only .  Subject to the relevant provisions and limitations contained herein, the Participant may exercise the Option to purchase all or part of whole Vested Shares.  In no event shall the Participant be entitled to exercise the Option with respect to Nonvested Shares or a fraction of a Vested Share.

(c)   Expiration .  Notwithstanding any other provision contained herein to the contrary, the unexercised portion of the Option(s), if any, will automatically and without notice expire upon the earliest of: (i) ten (10) years following the Grant Date and, in the case of a Controlling Participant, not more than five (5) years from the Grant Date; (ii) the date determined pursuant to Paragraph  8 of this Agreement; and (iii) the date determined pursuant to Paragraph 16 of this Agreement (“Expiration Date”).  An Option will cease to be exercisable with respect to a share of Stock when the Participant purchases the share.

4.   Method of Exercising Option .

(a)   Subject to the provisions provided herein or incorporated by reference, the Participant may exercise the Option at any time on or prior to the Expiration Date with respect to all or any part of the Vested Shares by delivering to the Company, at its principal place of business, a written notice of exercise in substantially the form attached hereto as Exhibit A , accompanied by payment to the Company of the Exercise Price multiplied by the number of Vested Shares then being purchased.

(b)   The notice of exercise must be signed by the Participant; provided however, that if the Option is being exercised by a person or persons other than the Participant pursuant to Paragraph  8 , the notice of exercise must be signed by such other person or persons and must be accompanied by proof acceptable to the Company of the legal right of such person or persons to exercise the Option.

(c)   Upon acceptance of such notice and receipt of payment in full of the purchase price for the shares of Stock for which the Option is being exercised, the Company shall issue (or cause to be issued) a certificate evidencing the shares of Stock acquired as a result of the exercise of the Option.  In the event that the exercise of the Option is treated in part as the exercise of an ISO and in part as the exercise of a NQSO in accordance with Paragraph 15 , the Company shall issue a certificate evidencing the shares of Stock treated as acquired upon the exercise of an ISO and a separate certificate evidencing the shares of Stock treated as acquired upon the exercise of a NQSO, and shall identify each such certificate accordingly in its stock transfer records.

(d)   No purported exercise of an Option shall be effective and no shares of Stock shall be issued to the Participant upon exercise of the Option until: (i) the Exercise Price for the shares of Stock being purchased is paid in full in the manner provided in this Agreement; (ii) all applicable taxes required to be withheld have been paid in full; and (iii) the approvals, if any, of all governmental authorities required in connection with the Option, or the issuance of Shares pursuant to this Agreement, have been received by the Company.

5.   Method of Payment for Options .  The Exercise Price shall be payable in accordance with the provisions of Section 6(A) of the Plan, as it may be amended from time to time .

6.   Tax Withholding .  As a condition to the exercise of this Option, the Company shall have the right to require that the Participant (or the recipient of any shares of Stock) remit to the Company an amount calculated by the Company to be sufficient to satisfy applicable federal, state, foreign or local withholding tax requirements (or make other arrangements satisfactory to the Company with regard to such taxes) prior to the delivery of any certificate evidencing shares of Stock.  If permitted by the Company and by the terms of the Plan at the time of exercise, either at the time of the grant of the Option or in connection with its exercise, the Participant may satisfy applicable withholding tax requirements by delivering a number of whole shares of Stock owned by the Participant for at least six (6) months prior to the date of exercise and having a Fair Market Value (determined on the date that the amount of tax to be withheld is to be fixed) at least equal to the aggregate amount required to be withheld.

7.   Notice of Disposition .  As a condition to the exercise of this Option, the Participant agrees to inform the Company promptly of any disposition (within the meaning of section 424(c) of the Code and the regulations thereunder) of Stock received upon exercise of the Option.

8.   Termination of Employment .

(a)   Death .  Upon the death of the Participant, any and all Options granted to the Participant pursuant to this Agreement that are Nonvested Shares as of the date of the Participant’s death shall expire as of the date of the Participant’s death, and all Options held by the Participant that are Vested Shares as of the date of the Participant’s death may be exercised only by the Participant’s legal representatives, heirs, legatees, or distributees and only within a period of twelve (12) months following the date of the Participant’s death, after which time the Options shall expire.

(b)   Disability .  If the Participant ceases to be an employee of the Company, its Subsidiaries or Affiliates during the term of this Option by reason of the Participant’s disability (as defined in section 22(e)(3) of the Code), any and all Options granted to the Participant pursuant to this Agreement that are Nonvested Shares as of the date that the Participant ceases to be an employee shall expire as of such termination date; provided, however, that the Options held by the Participant that are exercisable as of the date that the Participant ceases to be an employee may be exercised only by the Participant or his guardian or legal representative and must be exercised within a period of twelve (12) months following the date that the Participant ceases to be an employee, after which time the Options shall expire unless the Participant dies during such period, in which event the provisions of Paragraph  8(a) shall govern.

(c)   Resignation .  Upon the resignation by the Participant as an employee of the Company, its Subsidiaries and Affiliates during the term of this Option, any and all Options evidenced by this Agreement that are Nonvested Shares as of the date that the Participant’s resignation becomes effective shall expire immediately upon the effectiveness thereof; and any and all Options evidenced by this Agreement that are Vested Shares as of the date that the Participant’s resignation becomes effective shall be exercisable for the period of time not to extend beyond the remainder of the term of the Option or three months from the date that the Participant’s resignation becomes effective, whichever is earlier.  Any Option or portion thereof not exercised prior to such date shall expire at such time unless the Participant dies during such period, in which case the provisions of Paragraph  8(a) shall govern.

(d)   Termination by the Company .  If the Participant’s employment with the Company is terminated by the Company, its Subsidiaries or Affiliates during the term of this Option (other than as a result of Participant’s death, disability or resignation), all Nonvested Shares shall expire immediately upon the effectiveness thereof; and any and all Options evidenced by this Agreement that are Vested Shares as of the date that such termination becomes effective shall be exercisable for the period of time not to extend beyond the remainder of the term of the Option or three months from the date that such termination becomes effective, whichever is earlier.  Any Option or portion thereof not exercised prior to such date shall expire at such time unless the Participant dies during such period, in which case the provisions of Paragraph  8(a) shall govern.

9.   Nontransferability .  The Option evidenced by this Agreement is nontransferable other than by will or the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant (or in the event of his disability (as defined in section 22(e)(3) of the Code), by his guardian or legal representative) and after his death, only by the Participant’s legal representatives, heirs, legatees, or distributees.  

10.   Special Limitation on Exercise .  Notwithstanding anything herein to the contrary, no purported exercise of this Option shall be effective without the approval of the Committee, which shall be a condition to the exercise of this Option and may be w