STOCK OPTION AWARD AGREEMENT

Participant:__________________________

Grant Date:__________________________                   (“Grant Date”)

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

Type of Options:   Non-Qualified 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.

THE COMPANY RECOMMENDS THAT PARTICIPANT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR PRIOR TO EXERCISING ANY OPTIONS.

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

1.   Grant of the Option .  The Company hereby grants to Participant the right and option (“Option”) to purchase the number of shares of common stock of the Company (“Stock”) set forth on page 1 hereof on the terms, and subject to the conditions, set forth in this Stock Option Award Agreement (“Agreement”) and the Plan.  The Option evidenced by this Agreement is not 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 Exercise Price shall be as set forth on page 1 hereof, subject to adjustment as provided in the Plan.

2.   Vesting and Term of the Option .  The right to exercise the Option shall vest in the hands of the Participant as provided for on page 1 of this Agreement.  Notwithstanding any other provision contained herein to the contrary, the unexercised portion, if any, of the Option(s) will automatically and without notice expire upon the earliest of: (i) ten (10) years following the Grant Date; (ii) the date determined pursuant to Paragraph  4 of this Agreement; and (iii) the date determined pursuant to Section 12 of the Plan (“Expiration Date”).

3.   Method of Exercising Option .

(a)   Subject to the provisions in this Agreement and the Plan, the Participant may exercise the vested portion of any Option at any time on or prior to the Expiration Date 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.  The notice of exercise must be signed by the Participant; provided however, that if an Option is being exercised by a person or persons other than the Participant pursuant to Paragraph  4 , 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.

(b)   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; (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, have been received.

4.   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 .

5.   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.

6.   Termination of Relationship .

(a)   General .   If the Participant ceases to serve as a director of the Company other than due to his or her death or disability, any and all Options evidenced by this Agreement that have not vested as of the date of termination shall expire immediately upon the date that the Participant ceases to serve as a director of the Company; and any and all Options evidenced by this Agreement that have vested as of the date of termination shall be exercisable for the period of time not to extend beyond the remainder of the term of the Options or three months from the date of termination, 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 Paragraph 6(b) shall govern.

(b)   Death .  All Options that have not vested as of the date of Participant’s death shall expire as of the date of the Participant’s death, and all Options that have vested as of the date of Participant’s death may be exercised only by Participant’s legal representatives, heirs, legatees, or distributees and only within a period of twelve (12) months following the date of Participant’s death, after which time the Options shall expire.

(c)   Disability .  If the Participant ceases to serve as a director of the Company during the term of this Option by reason of the Participant’s disability (as defined in section 22(e)(3) of the Code), all Options granted to the Participant under this Agreement that have not vested as of the date that the Participant ceases to be an employee shall expire as of such date, and all Options that have vested 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 only 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 case Paragraph  6(b) shall govern.

7.   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.

8.   Adjustments on Changes in Shares .  In the event of any change in the outstanding shares of Stock by reason of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spinoff, combination or exchange of shares or other corporate change, the Committee, in its sole discretion, may make such substitution or adjustment, if any, as it deems to be equitable or appropriate, as to (i) the number or kind of shares subject to the Option; (ii) subject to the limitation contained in Paragraph 12 , the Exercise Pri