Exhibit 10.5
NONQUALIFIED STOCK OPTION
AGREEMENT
This
Nonqualified Stock Option Agreement (“Agreement”) has
been entered into as of the
day of , 200
, between Integra Bank
Corporation, an Indiana corporation (the “Company”),
and , an employee of the
Company or one of the Company’s subsidiaries
(“Participant”), pursuant to the Company’s 2007
Equity Incentive Plan (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:
1. Grant of Option and Exercise
Price . Subject to the terms and conditions stated in the Plan
and this Agreement as of
, 200
(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”). The Option is also expressly subject
to and conditioned upon Participant’s compliance with the
accompanying letter agreement.
2. Nonqualified Stock Option . The
Option is not intended to qualify as an incentive stock option
under Section 422 of the Code (as defined in the
Plan).
3. Exercise of Option . The Option
shall become exercisable as follows or on such earlier date as
provided in the Plan: of the
Shares subject to this Option shall be exercisable
years from the Date of Grant;
and of the Shares subject to
this Option shall be exercisable
years from the Date of
Grant.
4. Term of Option . Unless sooner
terminated as provided in this Agreement or the Plan, the Option
shall expire ten years from the Date of Grant.
5. Method of Exercise . The
Participant may exercise the Option in the manner stated in the
Plan.
6. Delivery and Registration of the
Shares . The Company shall not be required to deliver any
Shares upon exercise of the Option prior to (a) the admission
of the Shares for listing on any stock exchange or system on which
the Shares may then be listed, and (b) the completion of
registration or other qualification of the Shares under any state
or federal law, rule or regulation, as the Committee shall
determine to be necessary or advisable.
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7. Plan Controlling . The Option
and the terms and conditions set forth in this Agreement are
subject in all respects to the terms and conditions of the Plan,
which are controlling. All determinations and interpretations of
the Committee shall be binding and conclusive upon the Participant
and his or her legal representatives.
8. Qualification of Rights .
Neither this Agreement nor the existence of the Option shall be
construed as giving the Participant any right (a) to be
retained as an employee of the Company or any of its subsidiaries;
or (b) as a shareholder with respect to the Shares until the
certificates for the Shares have been issued and delivered to the
Participant.
9. Governing Law . This Agreement
shall be governed by and construed in accordance with the laws of
the State of Indiana.
10. Notices . All notices and other
communications required or permitted under this Agreement shall be
written and shall be delivered personally or sent by registered or
certified first-class mail, postage prepaid and return receipt
required, addressed as follows: if to the Company, to the
Company’s executive offices in Evansville, Indiana, and if to
the Participant or his or her successor, to the address last
furnished by the Participant to the Company. Each notice and
communication shall be deemed to have been given when received by
the Company or the Participant.
11. Transferability . During the
Participant’s lifetime, the Option shall be exercisable only
by the Participant or any guardian or legal representative of the
Participant, and the Option shall not be transferable except:
(a) in case of the death of the Participant, by will or the
laws of descent and distribution, (b) pursuant to a
“qualified domestic relations order” (within the
meaning of Section 414(p) of the Code and the rules and regulations
promulgated thereunder), or (c) to (i) any members of the
Participant’s Immediate Family, (ii) a trust for the
exclusive benefit of the Participant’s Immediate Family or
(iii) a partnership, the sole owners of which are one or more
members of the Participant’s Immediate Family. The term
“Immediate Family” shall mean the Participant’s
spouse, parents, children, stepchildren, grandchildren and legal
dependents (and for this purpose, shall also include the
Participant). The Option shall not be subject to attachment,
execution or similar process, and may not be transferred by any
recipient described in the preceding sentences except to any member
of the Participant’s Immediate Family.
12. Representations and Warranties of
Participant . The Participant represents and warrants to the
Company that he or she has received and reviewed a copy of the
Plan.
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