Exhibit 99.2
INCENTIVE STOCK OPTION
AGREEMENT
This Incentive 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 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”).
WHEREAS, the committee of the Board
of Directors of the Company appointed to administer the Plan (the
“Committee”) has granted 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, on ___, ___ (the “Date
of Grant”), the Committee granted to Participant an option
(the “Option”) to purchase ___ shares of the
Company’s Common Stock (the “Shares”) at an
exercise price of $___ per Share (the “Exercise
Price”).
Section 2 . Incentive
Stock Option . The Option is 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 and
this Agreement, the Option shall expire on ___, ___.
Section 5 . Method of
Exercise . The Participant may exercise the Option in the
manner stated in the Plan.
Section 6 .
Restriction on Transfer . The Participant shall not sell,
assign, transfer, pledge or otherwise encumber the Option except,
in the event of death of Participant, by will or the laws of
descent and distribution.
Section 7 .
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