EX-10.5






     Exhibit 10.5



NORTHWEST INDIANA BANCORP

STOCK APPRECIATION RIGHTS AWARD AGREEMENT



This Stock Appreciation Rights Award Agreement (the “Agreement”) has been entered into as of the
      day of                , 20      between NorthWest Indiana Bancorp, Inc., an Indiana corporation
(the “Company”) and            an [employee/director] of the Company or one of its affiliates (the
“Participant”), pursuant to the Company’s 2004 Amended and Restated Stock Option and Incentive Plan
(the “Plan”). Capitalized terms used herein and not defined have the meanings set forth in 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 a stock appreciation rights award
(the “SAR”) 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
Award;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement, the Company and the Participant agree as follows:



     Section 1. Award Grant. Subject to the terms and conditions stated in the
Plan and this Agreement, on
                         ,            (the “Date of Grant”), the Committee granted to
Participant a SAR with respect to           
 shares of the Company’s Common Stock (the “Shares”). The
grant price of the SAR is $                per Share (the “Grant Price”), which is the Market Value (as
defined in the Plan) of one Share on the date hereof.



     Section 2. Exercise of SAR. The SAR shall become exercisable as follows or
on such earlier date as provided in the Plan:
____________________________________________.



     Section 3. Term of SAR. Unless sooner terminated as provided in the Plan and
this Agreement, the SAR shall expire on
                                   ,
          .



     Section 4. Manner of Exercise of SAR.



          4.1 Notice. The SAR may be exercised by delivery to the Company of a written notice
which shall state that Participant elects to exercise the SAR as to the number of rights specified
in the notice as of the date specified in the notice.




          4.2 Amount of Payment. The per Share amount payable to the Participant in Shares
(or, to the extent permitted under the Plan, in cash or in Shares, or a combination thereof, all in
the sole discretion of the Committee) upon exercise of the SAR (the “Conversion Price”) shall be
the excess, if positive, of the Market Value (as defined in the Plan) of one Share, on the date of
exercise, over the Grant Price as set forth above.




          4.3 Manner of Payment. Participant shall be paid that number of Shares equal to (x)
the product of the Conversion Price multiplied by the number of Shares subject to the rights
exercised, divided by (y) the Market Value of one Share on the date of exercise. Only whole shares
of Common Stock shall be issued or delivered, and any fractional shares shall be rounded down to
the nearest share. The Company shall pay Participant amounts due upon exercise of the SAR as soon
as administratively practicable, but in any event no later than 75 days thereafter.




     Section 5. Restriction on Transfer. The Participant shall not sell, assign,
transfer, pledge or otherwise encumber the SAR except, in the event of death of Participant, by
will or the laws of descent and distribution.



     Section 6. 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 SAR 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 SAR, but only to the extent the Participant was entitled to
exercise the SAR at the date of such cessation, at any time during the remaining term of the SAR.
If the Participant ceases to maintain Continuous Service for any reason other than those set forth
above, Participant may exercise the SAR to the extent that the Participant was entitled to exercise
the SAR 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 SAR.



     Section 7. Plan Controlling. The SAR 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.



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     Section 8. Qualification of Rights. Neither this Agreement nor the existence
of the SAR shall be construed as giving the Participant any right (a) to be retained in the employ
or service 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 9. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.



     Section 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 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 11. 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 12. Withholding. In connection with the delivery of Shares as a
result of the exercise of the SAR, the Company shall have the right to require the Participant to
pay an amount, in accordance with the Plan, sufficient to cover any tax, including any Federal,
state or local income tax, required by any governmental entity to be withheld or otherwise deducted
and paid with respect to such delivery (“Withholding Tax”), and to make payment to the appropriate
taxing authority of the amount of such Withholding Tax.



     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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