Exhibit 10.3


 


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 2015 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, without par value (“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 immediately upon cessation of Continuous Service. If the Participant ceases to maintain Continuous Service by reason
of death, Disability or Retirement, then the Participant may exercise the Option, but only to the extent the Participant was entitled
to exercise the Option at the date of such cessation, at any time during the remaining term of the Option. If the Participant ceases
to maintain Continuous Service for any reason other than those set forth above, Participant may exercise the Option to the extent
that the Participant was entitled to exercise the Option at the date of such cessation for a period of three months immediately
succeeding such cessation of Continuous Service, and in no event after the expiration date of the Option.


 




    	 



    	 



    

  


Section
8.          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.


 


Section
9.          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 in the employ of
the Company or any of its affiliates; or (b) as a shareholder with respect to the Shares until the certificates for the Shares
have been issued and delivered to the Participant.


 


Section
10.         Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana.


 


Section
11.         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 Munster, 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.


 


Section
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.


 


Section
13.         No Waiver. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other term of this Agreement.


 


IN WITNESS WHEREOF, the
Company and Participant have executed this Agreement as of the date first written above.


 


	 	NorthWest Indiana Bancorp
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	[Signature of Participant]


 




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