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EXHIBIT 10(y)




OLD NATIONAL BANCORP

1999 EQUITY INCENTIVE PLAN

EXECUTIVE STOCK OPTION AWARD AGREEMENT




     THIS AWARD AGREEMENT, made and executed as of the 25th day of January, 2007, between
Old National Bancorp, an Indiana corporation (the “Company”), and                                         , an
officer or employee of the Company or one of its Affiliates (the “Participant”);



WITNESSETH:




     WHEREAS, the Company has adopted the Old National Bancorp 1999 Equity Incentive Plan (the
“Plan”), to further the growth and financial success of the Company and its Affiliates by aligning
the interests of Participants, through the ownership of Shares, with the interests of the Company’s
shareholders; to provide Participants with an incentive for excellence in individual performance;
and to promote teamwork among Participants; and



     WHEREAS, it is the view of the Company that this goal may be achieved by granting stock
options to eligible officers and other key employees; and



     WHEREAS, the Participant has been designated by the Committee as an individual to whom stock
options should be granted under the Plan as determined from the duties performed, the initiative
and industry of the Participant, the extraordinary nature of his/her service, and his/her potential
contribution to the future development, growth and prosperity of the Company;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Company and the Participant agree as follows:


1. Grant of Option.





	 	(a)	 	Aggregate Number of Shares. Subject to the provisions of Sections 5
and 7 of this agreement, the Company hereby grants to the Participant the right and
option (“Option”) to purchase all or any part of an aggregate of (___) Shares
subject to the terms and conditions of this agreement and the provisions of the Plan.
All provisions of the Plan, including defined terms, are incorporated and are expressly
made a part of this agreement by reference. The Participant hereby acknowledges that
he/she has received a copy of the Plan.
	 
	 	(b)	 	Designation of Character of Options. Pursuant to the authority of the
Committee to determine the character of the options granted of the total options
granted under subsection (a), (___) shares shall be nonqualified stock options
(“NSO’s”).




2. Option Price.





	 	(a)	 	Exercise Price. The per share Exercise Price for the Shares
represented by the Option granted under Section 1 shall be $18.43 (which is the
per share Fair Market Value on the date the Option is granted).
	 
	 	(b)	 	Issuance of Certificates. Certificates evidencing the Shares purchased
under the Option will not be delivered to the Participant until full payment has been
made for them and the Participant shall have none of the rights of a shareholder with
respect to such Shares until those Shares are recorded on the Company’s official
shareholder records (or the records of its transfer agents or registrars) as having
been issued and transferred to the Participant. The Company will not be required to
issue or deliver any certificates for Shares purchased upon exercise of the Option
prior to (i) completing any registration or
other qualification of the Shares, which the Company deems necessary or advisable




 









 






	 	 	 	under any federal or state law or under the rulings or regulations of the Securities
and Exchange Commission or any other governmental regulatory body; and (ii)
obtaining any approval or other clearance from any federal or state governmental
agency or body, which the Company determines to be necessary or advisable. The
Company has no obligation to obtain the fulfillment of the conditions specified in
the preceding sentence.




3. Income and Employment Tax Withholding.





	 	(a)	 	Participant’s Sole Responsibility. The Participant will be solely
responsible for paying to the Company all required federal, state, city and local taxes
applicable to his/her (i) exercise of an NSO, and (ii) disposition of Shares acquired
pursuant to the exercise of an ISO is a disqualifying disposition as described in
Section 422(a)(1) of the Code. The Participant agrees to notify the Company within ten
(10) days of making such a disqualifying disposition.
	 
	 	(b)	 	Payment by Withholding Shares. Notwithstanding the provisions of
subsection (a), with respect to Shares to be issued pursuant to the exercise of an NSO,
the Committee, in its discretion and subject to such rules as it may adopt, may permit
the Participant to elect to satisfy, in whole or in part, any withholding tax
obligation which may arise in connection with the exercise of the NSO by having the
Company withhold otherwise deliverable Shares or accept delivery from the Participant
of Shares then owned by the Participant which have a Fair Market Value, determined as
of the date of the delivery of such Shares, equal to the amount of the minimum
withholding tax to be satisfied by that retention or delivery.




4. Nontransferability. The Option cannot be assigned or transferred by the Optionee except
by will or by the laws of descent and distribution. The Option cannot be pledged or hypothecated
in any way, nor can it be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge or other disposition of the Option in violation of this provision or
the levy of execution, attachment or similar process upon the Option will be null and void and
without effect and will cause the Option to be terminated.



Notwithstanding the foregoing, and as more fully outlined in the Plan, the Participant may
transfer NSO’s to: (a) the Participant’s spouse, any children or lineal descendants of the
Participant or the Participant’s spouse, or the spouse(s) of any such children or lineal
descendants (“Immediate Family Members”); (b) a trust or trusts for the exclusive benefit of
Immediate Family Members; or (c) a partnership or limited liability company in which the
Participant and/or Immediate Family Members are the only equity owners (collectively, “Eligible
Transferees”).



5. Exercise of Option.





	 	(a)	 	Maximum Term and Vesting. The Option may not be exercised after the
expiration of ten (10) years from the date of this agreement, subject to earlier
termination as provided in the Plan or this agreement. Subject to the provisions of
this Section 5 and Section 7, the Option Shares shall vest and be exercisable by the
Participant according to the following schedule:





	 	 	 	 	 
	Date of Vesting	 	Percent of Option Shares Vested
	February 1, 2008
	 	 	33.3	%
	February 1, 2009
	 	 	33.3	%
	February 1, 2010
	 	 	33.4	%






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     Notwithstanding the foregoing, the Option Shares shall also become fully vested and be
exercisable upon the Participant’s death, Disability or Retirement. In addition, the Option Shares
shall vest and be exercisable upon a Change in Control of the Company.




	 	(b)	 	Limitations on Exercise. Except as otherwise provided in Section 4,
the Option may be exercised during the lifetime of the Participant only by the
Participant or his/her guardian or attorney-in-fact in the event the Participant incurs
a Disability. In the case of the Participant’s death, the Option may be exercised by
the Participant’s personal representative.
	 
	 	(c)	 	Legal Requirements. Notwithstanding any other provision of this
agreement, the Option may not be exercised in whole or in part if the issuance of the
Shares would constitute a violation of any applicable federal or state securities law
or other applicable laws, rules or regulations. As a condition to the exercise of the
Option, the Company may require the person exercising the Option to make any
representation or warranty to the Company as may be required by any applicable law or
regulation.




6. Method of Exercise of Options. The Participant may exercise the Option, to the extent it
is vested, in whole or in part, at any time during the Option Period, by giving written notice to
the Company of exercise on a form provided by the Committee for such purpose. Such notice must
specify the number of Shares subject to the Option to be purchased and must be accompanied by
payment in full of the total Exercise Price by cash or cashier’s check.



7. Early Termination of Option.





	 	(a)	 	In General. All rights to exercise the Option will terminate on the
effective date of the Participant’s Termination of Service, except that such Option, to
the extent then exercisable at the time of such Termination of Service, may be
exercised until the expiration of the thirty (30) consecutive day period commencing on
the date of such Termination of Service, but no later than the date the Option expires
pursuant to its terms, unless the termination is for Cause or on account of the death,
Disability or Retirement of the Participant. Transfer from the Company to an Affiliate
or vice versa, or from one Affiliate to another, will not be deemed a Termination of
Service.
	 
	 	(b)	 	For Cause Termination. If the Participant’s Termination of Service is
for Cause, the Option will terminate effective on the date the Participant receives
notice of his/her Termination of Service for Cause unless the Committee determines
otherwise in its sole discretion, in which case the Option will expire at the time
prescribed in Subsection (a). For purposes of this Agreement, Cause means (A) an action
by the Participant which involves misconduct or gross negligence materially injurious
to the Company, (B) the requirement or direction imposed on the Company by a federal or
state regulatory agency which has jurisdiction over the Company to terminate the
employment of the Participant, or (C) the conviction of the Participant of the
commission of any criminal offense involving dishonesty or breach of trust, or, (D) any
intentional breach by the Participant of a material term, condition or covenant of any
written agreement between the Participant and the Company or one of its Affiliates.
Notwithstanding the foregoing, the Participant will not be deemed to have incurred a
Termination for Cause unless there is delivered to the Participant a copy of a notice
of termination from the Company accompanied by a resolution duly adopted by a majority
of the Board then in office finding that, in the good faith opinion of the Board, the
termination of the Participant’s employment is for Cause, specifying the particulars
thereof in detail, and granting an
opportunity, following a reasonable period of time, for the Participant, together
with his counsel, to be heard before the Board.




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	 	(c)	 	Exercise on Death, Disability or Retirement. If a Participant’s
Termination of Service is due to death, Disability or Retirement, any unexercised
Options held by such Participant will thereafter be fully exercisable until the
expiration of the Option Period.
	 
	 	(d)	 	Change in Control of the Company. In the event of a Change in Control
of the Company, all outstanding Options that are not then exercisable or are subject to
any restrictions will become immediately exercisable and all restrictions shall be
removed, as of the first date that the Change in Control has been deemed to have
occurred, and shall remain removed for the remaining life of the Option.




8. Participant’s Representations. The Participant represents to the Company that:





	 	(a)	 	the terms and arrangements relating to the grant of the Option and the Shares
to which it relates, and the offer thereof, have been arrived at or made through direct
communication with the Company or person acting in its behalf and such Participant;
	 
	 	(b)	 	he/she has received a balance sheet and income statement of the Company and as
an officer or key employee of the Company or its Affiliates:






	 	(i)	 	is thoroughly familiar with its business affairs and financial
condition and
	 
	 	(ii)	 	has been provided with or has access to such information (and
has enough knowledge and experience in financial and business matters that
he/she is capable of utilizing such information) as is necessary to evaluate
the risks, and make an informed investment decision with respect to, this right
and the Shares to which it relates;






	 	(c)	 	he/she has sufficient financial resources so that he/she is able to bear the
economic risks of his/her investment in the Shares to which the Option relates; and
	 
	 	(d)	 	he/she represents the Option is being acquired in good faith for investment
purposes and not with a view to, or for sale in connection with, any distribution
thereof.




9. Mitigation of Excise Tax. The Participant acknowledges that all Awards and the exercise
of all Options hereunder are subject to reduction by the Committee for reasons specified in Section
14.10 of the Plan.



10. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company
and its Affiliates (and their respective directors, officers and employees), and the Committee,
from and against any and all losses, claims, damages, liabilities and expenses based upon or
arising out of the incorrectness or alleged incorrectness of any representation made by him/her to
the Company or any failure on the part of him/her to perform any agreements contained herein. The
Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and
their respective directors, officers and employees) from and against any tax liability, including
without limitation, interest and penalties, incurred by the Participant in connection with his/her
participation in the Plan.



11. Financial Information. The Company hereby undertakes to deliver to the Participant, at
such time as they become available and so long as the Option is in effect and is unexercised in
whole or in part, a balance sheet and income statement of the Company with respect to any fiscal
year of the Company ending on or after the date of this agreement.




12. Conditions Precedent. In no event will the Company be obligated to issue Shares
pursuant to the Option until it is satisfied that all conditions precedent to the issuance of the
Shares, as provided in the Plan and this agreement, have been performed and completed.



13. Changes in Shares. In the event of any change in the Shares, as described in Section
4.5 of the Plan, the Committee will make appropriate adjustment or substitution in the number, kind
and price of


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 Shares under the Option, all as provided in the Plan. The Committee’s determination
in this respect will be final and conclusive upon all parties.



14. Effect of Headings. The descriptive headings of the Sections and, where applicable,
subsections, of this agreement are inserted for convenience and identification only and do not
constitute a part of this agreement for purposes of interpretation.



15. Controlling Laws. Except to the extent superseded by the laws of the United States,
the laws of the State of Indiana, without reference to the choice of law principles thereof, shall
be controlling in all matters relating to this agreement.



16. Counterparts. This agreement may be executed in two (2) or more counterparts, each of
which will be deemed an original, but all of which collectively will constitute one and the same
instrument.




     IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the
Participant, have caused this Stock Option Award Agreement to be executed as of the day and year
first above written, which is the date on which the Option is granted.



	 	 	 	 	 	 	 
	Accepted by:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 

	 	Executive’s Name	 	 	 	 
	 
	 	 	 	 	 	 
	Printed Name: 
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 






OLD NATIONAL BANCORP




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Allen R. Mounts

EVP, Chief Human Resources Officer


Old National Bancorp
Evansville, IN 47708
	 	 







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