**EXHIBIT10.9**

 

# **LANDMARKBANCORP, INC.2001 STOCK INCENTIVE PLANNON-QUALIFIED STOCK OPTION AGREEMENT**

 

1.                                       ASTOCK OPTION to acquire **[      (#)]**shares (hereinafter referred to as “**Shares**”) of Common Stock of **LANDMARKBANCORP, INC.**(hereinafter referred to as the “**Company**”) is hereby granted to **[EMPLOYEE NAME] [DIRECTOR NAME]** (hereinafter referred to asthe “Optionee”), subject in all respects to the terms and conditions of the LANDMARK BANCORP, INC. 2001 STOCKINCENTIVE PLAN (hereinafter referred to as the “**Plan**”) and such other terms and conditions as are set forthherein.  All defined terms herein shallhave the meaning given them under the Plan.

 

2.                                       ThisOption is not intended to constitute an “incentive stock option” under Section422 of the Internal Revenue Code of 1986, as amended.

 

3.                                       Theoption price as determined by the**[Committee] [Board]**is           Dollars and             Cents ($        ) per Share.  The aggregate option price may be paid in anyone of a combination of the methods provided in Section 4(c)(ii) of the Plan.

 

4.                                       a.                                       ThisOption shall vest and may be exercised in accordance with the followingschedule:

 

| [Date] |   | # |
|--------|--------|---|
| [Date] |   | # |
| [Date] |   | # |
| [Date] |   | # |

 

b.                                      Inthe event of the Termination of Service of the Optionee for Cause, this Optionshall immediately become unexercisable and all options, vested and unvested,shall be immediately forfeited and terminated.

 

c.                                       Inthe event of a Change of Control, as defined in the Plan, this Option shall befully vested and exercisable.

 

d.                                      Inthe event of the Optionee’s voluntary Termination of Service, the Optioneeshall have the right to exercise, within the ninety (90) day period immediatelyfollowing such Termination of Service, those options that are vested as of thedate of Termination of Service.

 

e.                                       Inthe event the Optionee’s Termination of Service is due to termination by theCompany or one of its affiliates without Cause, the Optionee shall have theright to exercise, within the ninety (90) day period immediately following suchTermination of Service, those options that are vested as of the date ofTermination of Service.

 

5.                                       TheCompany’s obligation to deliver Shares with respect to an award shall, if theCommittee so requests, be conditioned upon the receipt of a representation asto the investment intent of

 

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the individual to whomsuch Shares are to be delivered, in such form as the Committee shall determineto be necessary or advisable to comply with the provisions of the SecuritiesAct or any other federal or state securities legislation or regulation.  It may be provided that any representationrequirement shall become unnecessary upon a registration of the Shares or otheraction eliminating the necessity of such representation under securitieslegislation.  The Company shall not berequired to issue and deliver any Shares under the Plan prior to:  (a) theadmission of such Shares to listing on any stock exchange on which Shares maythen be listed, and (b) thecompletion of such registration or other qualification of such Shares under anystate or federal law, rule or regulation, as the Board shall determine to benecessary or advisable.  The Plan isintended to comply with Rule 16b-3, to the extent it is applicable.  Any provision of the Plan which isinconsistent with said rule shall, to the extent of such inconsistency, beinoperative and shall not affect the validity of the remaining provisions ofthe Plan.

 

6.                                       TheShares issued pursuant to the exercise of this Option shall at all times besubject to the Company’s right of first refusal as set forth in Section 8 ofthe Plan.

 

7.                                       ThisOption may not be transferred in any manner, except as provided in Section5(c)(vi) of the Plan.

 

8.                                       ThisOption may not be exercised more than ten (10) years after the date indicatedbelow and may be exercised during such term only in accordance with the termsand conditions set forth in the Plan, including any limitations onpost-employment or post-service exercise.

 
| Dated:                      , 200   . |                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|
|                                                                                                                                                     |                        |
|                                                                                                                                                     | **LANDMARK  BANCORP, INC.** |
|                                                                                                                                                     |                        |
|                                                                                                                                                     |                        |
|                                                                                                                                                     | By:                         |   |   |
|                                                                                                                                                     |                        | [title] |
|                                                                                                                                                          |                             |  |  |  |

 

ATTEST:

 

TheOptionee acknowledges that he has received a copy of the Plan and is familiarwith the terms and conditions set forth therein.  The Optionee agrees to accept as binding,conclusive, and final all decisions and interpretations of the Committee.  As a condition to the exercise of thisOption, the Optionee authorizes the Company to withhold from any regular cashcompensation payable by the Company any taxes required to be withheld under anyfederal, state or local law as a result of exercising this Option.

 
| Dated:                        ,  200   . |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                       |   |
|                                                                                                                                                                       | By:    |   |   |
|                                                                                                                                                                       |   | **[Employee/Director  Name]** |
|                                                                                                                                                                            |        |  |  |  |

 

**(TO BE EXECUTED IN DUPLICATE)**

 

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# **LANDMARKBANCORP, INC.2001 STOCK INCENTIVE PLANINCENTIVE STOCK OPTION AGREEMENT**

 

1.                                       ASTOCK OPTION to acquire **[      (#)]**shares (hereinafter referred to as “**Shares**”) of Common Stock of **LANDMARKBANCORP, INC.**(hereinafter referred to as the “**Company**”) is hereby granted to **[EMPLOYEE NAME]**(hereinafter referred to as the “Optionee”),subject in all respects to the terms and conditions of the LANDMARK BANCORP, INC. 2001 STOCKINCENTIVE PLAN (hereinafter referred to as the “**Plan**”) and such other terms and conditions as are set forth herein.  All defined terms herein shall have themeaning given them under the Plan.

 

2.                                       ThisOption is intended to constitute an “incentive stock option” under Section 422of the Internal Revenue Code of 1986, as amended.

 

3.                                       Theoption price as determined by the**[Committee] [Board]**is           Dollars and             Cents ($        ) per Share.  The aggregate option price may be paid in anyone of a combination of the methods provided in Section 4(c)(ii) of the Plan.

 

4.                                       a.                                       ThisOption shall vest and may be exercised in accordance with the followingschedule:

 

| [Date] |   | # |
|--------|--------|---|
| [Date] |   | # |
| [Date] |   | # |
| [Date] |   | # |

 

f.                                         Inthe event of the Termination of Service of the Optionee for Cause, this Optionshall immediately become unexercisable and all options, vested and unvested,shall be immediately forfeited and terminated.

 

g.                                      Inthe event of a Change of Control, as defined in the Plan, this Option shall befully vested and exercisable.

 

h.                                      Inthe event of the Optionee’s voluntary Termination of Service, the Optionee shallhave the right to exercise, within the ninety (90) day period immediatelyfollowing such Termination of Service, those options that are vested as of the dateof Termination of Service.

 

i.                                          Inthe event the Optionee’s Termination of Service is due to termination by theCompany or one of its affiliates without Cause, the Optionee shall have theright to exercise, within the ninety (90) day period immediately following suchTermination of Service, those options that are vested as of the date ofTermination of Service.

 

5.                                       TheCompany’s obligation to deliver Shares with respect to an award shall, if theCommittee so requests, be conditioned upon the receipt of a representation asto the investment intent of the individual to whom such Shares are to bedelivered, in such form as the Committee shall determine to be necessary oradvisable to comply with the provisions of the Securities Act or any otherfederal or

 

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state securitieslegislation or regulation.  It may beprovided that any representation requirement shall become unnecessary upon aregistration of the Shares or other action eliminating the necessity of suchrepresentation under securities legislation. The Company shall not be required to issue and deliver any Shares underthe Plan prior to:  (a) the admission of such Shares to listingon any stock exchange on which Shares may then be listed, and (b) the completion of such registration orother qualification of such Shares under any state or federal law, rule orregulation, as the Board shall determine to be necessary or advisable.  The Plan is intended to comply with Rule16b-3, to the extent it is applicable. Any provision of the Plan which is inconsistent with said rule shall, tothe extent of such inconsistency, be inoperative and shall not affect thevalidity of the remaining provisions of the Plan.

 

6.                                       TheShares issued pursuant to the exercise of this Option shall at all times besubject to the Company’s right of first refusal as set forth in Section 8 ofthe Plan.

 

7.                                       ThisOption may not be transferred in any manner, except as provided in Section5(d)(iv) of the Plan.

 

8.                                       ThisOption may not be exercised more than ten (10) years after the date indicatedbelow and may be exercised during such term only in accordance with the termsand conditions set forth in the Plan, including any limitations onpost-employment or post-service exercise.

 
| Dated:                 , 200   . |                        |
|----------------------------------------------------------------------------------------------------------------------------|-----------------------------|
|                                                                                                                       |                        |
|                                                                                                                       | **LANDMARK  BANCORP, INC.** |
|                                                                                                                       |                        |
|                                                                                                                       |                        |
|                                                                                                                       | By:                         |   |   |
|                                                                                                                       |                        | [title] |
|                                                                                                                            |                             |  |  |  |

 

ATTEST:

 

TheOptionee acknowledges that he has received a copy of the Plan and is familiarwith the terms and conditions set forth therein.  The Optionee agrees to accept as binding,conclusive, and final all decisions and interpretations of the Committee.  As a condition to the exercise of thisOption, the Optionee authorizes the Company to withhold from any regular cashcompensation payable by the Company any taxes required to be withheld under anyfederal, state or local law as a result of exercising this Option.

 

 
| Dated:                        ,  200   . |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                       |   |
|                                                                                                                                                                       | By:    |   |   |
|                                                                                                                                                                       |   | **[EmployeeName]** |
|                                                                                                                                                                            |        |  |  |  |

 

**(TO BE EXECUTED IN DUPLICATE)**

 

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