Exhibit 99.3
NONQUALIFIED STOCK OPTION
AGREEMENT
This Nonqualified
Stock Option Agreement (“Agreement”) has been entered
into as of the ___ day of ___, 20___, between NorthWest Indiana
Bancorp, an Indiana corporation (the “Company”), and
___, an [employee/director] of the Company or one of its affiliates
(“Participant”), pursuant to the Company’s
Amended and Restated 2004 Stock Option and Incentive Plan (the
“Plan”). Capitalized terms used herein and not defined
herein have the meanings set forth in the Plan.
WHEREAS, the
committee of the Board of Directors of the Company appointed to
administer the Plan (the “Committee”) has determined to
grant to Participant an option to purchase shares of the
Company’s Common Stock pursuant to the terms and conditions
as provided in the Plan and this Agreement; and
WHEREAS, the
Company and Participant desire to set forth the terms and
conditions of the option;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in
this Agreement, the Company and the Participant agree as
follows:
Section 1 . Grant of Option and Exercise Price .
Subject to the terms and conditions stated in the Plan and this
Agreement as of ___, ___ (the “Date of Grant”), the
Committee has granted to Participant an option (the
“Option”) to purchase ___ shares of the Company’s
Common Stock (the “Shares”) at an exercise price per
Share equal to $___ (the “Exercise Price”).
Section 2 . Nonqualified Stock Option . The
Option is not intended to qualify as an incentive stock option
under Section 422 of the Internal Revenue Code of 1986, as
amended.
Section 3 . Exercise of Option . The Option
shall become exercisable as follows or on such earlier date as
provided in the Plan: ___.
Section 4 . Term of Option . Unless sooner
terminated as provided in the Plan, the Option shall expire ten
years from the Date of Grant.
Section 5 . Method of Exercise . The Participant
may exercise the Option in the manner stated in the
Plan.
Section 6 . Termination . If the Participant
ceases to maintain Continuous Service for cause, or voluntarily for
any reason other than death, Disability or Retirement, all rights
under the Option shall terminate immediately upon cessation of
Continuous Service. If the Participant ceases to maint
