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EXHIBIT 10.3: FORM OF INCENTIVE STOCK OPTION AWARD AGREEMENT
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FORM OF
INCENTIVE STOCK OPTION AWARD AGREEMENT
FOR THE SUGAR CREEK FINANCIAL CORP. 2007 EQUITY INCENTIVE PLAN
This Award Agreement is provided to ________________ (the
"Participant") by Sugar Creek Financial Corp. (the "Company") as of
_________
(the "Grant Date"), the date the Compensation Committee of the
Board of
Directors (the "Committee") granted the Participant the right and
option to
purchase Shares pursuant to the Sugar Creek Financial Corp. 2007
Equity
Incentive Plan (the "2007 Plan"), subject to the terms and
conditions of the
2007 Plan and this Award Agreement:
1.
OPTION GRANT:
You have been granted an INCENTIVE
STOCK OPTION (referred to in this
Agreement as your "Option").
2.
NUMBER OF SHARES
SUBJECT TO YOUR OPTION: ___________
shares of Common Stock
("Shares"), subject to adjustment
as may be necessary pursuant to
Article 10 of the 2007 Plan.
3.
GRANT DATE:
___________
4.
EXERCISE PRICE:
You may purchase Shares covered by
your Option at a price of $_______
per share.
Unless sooner vested in accordance with Section 2 of the Terms
and
Conditions (attached hereto) or otherwise in the discretion of the
Committee,
the Options shall vest (become exercisable) in accordance with the
following
schedule:
<TABLE>
<CAPTION>
Continuous
Status
Percentage of Option Number of Shares
as a
Participant
Vested/Number of
Available for
after Grant Date
Shares
Exercise
Vesting Date
<S>
<C>
<C>
<C>
Less than
1 year
0%
1 year
20%
2 years
40%
3 years
60%
4 years
80%
5 years
100%
_____
______
</TABLE>
IN WITNESS WHEREOF, Sugar Creek Financial Corp., acting by and
through
the Committee, has caused this Award Agreement to be executed as of
the Grant
Date set forth above.
SUGAR CREEK FINANCIAL CORP.
By:
---------------------------------------
On behalf of the Compensation Committee
ACCEPTED BY PARTICIPANT:
--------------------------
[Name]
--------------------------
Date
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TERMS AND CONDITIONS
1.
GRANT OF OPTION. The Grant Date, Exercise Price and number of
Shares
subject to your Option are stated on page 1 of this Award
Agreement.
Capitalized terms used herein and not otherwise defined shall have
the
meanings
assigned to such terms in the 2007 Plan. The Company intends
this grant to qualify as an Incentive Stock Option under Section
422 of
the Internal Revenue Code of 1986, as amended.
2.
VESTING OF OPTIONS. The Option shall vest (become exercisable)
in
accordance with the vesting schedule shown on page 1 of this
Award
Agreement. Notwithstanding the vesting schedule on page 1, the
Option
will also vest and become exercisable:
(a) Upon
your death or Disability during your Continuous Status as a
Participant; or
(b)
Upon a Change in Control (as defined in the 2007 Plan).
3. TERM
OF OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE. The term of
the
Option will be for a period of ten (10) years, expiring at 5:00
p.m.,
Eastern Time, on the tenth anniversary of the Grant Date (the
"Expiration Date"). To the extent not previously exercised, the
vested
portion of your Option will lapse prior to the Expiration Date upon
the
earliest to occur of the following circumstances:
(a) Three
(3) months after the termination of your Continuous
Status as a Participant for any reason other than your death
or Disability.
(b) Twelve
(12) months after termination of your Continuous Status
as a Participant by reason of Disability.
(c) Twelve
(12) months after the date of your death, if you die
while employed, or during the three-month period described in
subsection (a) above or during the twelve-month period
described in subsection (b) above and before the Option would
otherwise lapse. Upon your death, your beneficiary (designated
pursuant to the terms of the 2007 Plan) may exercise your
Option.
(d)
At the end of the remaining original term of the Option, if
your employment is involuntarily or constructively terminated
within twelve (12) months of a Change in Control. Options
exercised more than three (3) months after your termination
date will be treated as Non-Statutory Stock Options
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