EX-10.4






Exhibit 10.4




AGREEMENT FOR RESTRICTED STOCK

GRANTED UNDER NORTHWEST INDIANA BANCORP

AMENDED AND RESTATED 2004 STOCK OPTION AND INCENTIVE PLAN




          This Agreement has been entered into as of the            day of                     , 20      between NorthWest
Indiana Bancorp, an Indiana corporation (the “Company”), and                                         , a
[employee/director] of the Company or one of its affiliates (the “Participant”), pursuant to the
Company’s Amended and Restated 2004 Stock Option and Incentive Plan (the “Plan”) and evidences and
sets forth certain terms of the grant to the Participant pursuant to the Plan of an aggregate of
                       shares of Restricted Stock as of the date of this Agreement. Capitalized terms used
herein and not defined herein have the meanings set forth in the Plan.



          Section 1. Receipt of Plan; Restricted Stock and this Agreement Subject to
Plan. The Participant acknowledges receipt of a copy of the Plan. This Agreement and the
shares of Restricted Stock granted to Participant are subject to the terms and conditions of the
Plan, all of which are incorporated herein by reference.



          Section 2. Restricted Period; Lapse of Restrictions and Vesting. Subject to
Section 5 of this Agreement and the provisions of the Plan, the restrictions on the shares of
Restricted Stock granted to the Participant shall lapse and such shares shall become fully vested
and not subject to forfeiture to the Company as follows:                                         .



          Section 3. Certificates for Shares. Each certificate representing the shares
of Restricted Stock granted to the Participant shall be registered in the name of the Participant
and deposited by the Participant, together with a stock power endorsed in blank, with the Company
and shall bear the following (or a similar) legend:




“The transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) contained in the
Amended and Restated 2004 Stock Option and Incentive Plan of NorthWest Indiana
Bancorp and an Agreement for Restricted Stock entered into between the registered
owner and NorthWest Indiana Bancorp. Copies of such Plan and Agreement are on file
in the office of the Secretary of NorthWest Indiana Bancorp.”



          Upon the lapse of restrictions on such shares of Restricted Stock, the Company shall promptly
deliver a stock certificate, free of such legend, for such shares to the Participant.



          Section 4. Transferability. Until such time as the restrictions on the
shares of Restricted Stock granted to Participant have lapsed and such shares are no longer subject
to forfeiture to the Company, the Participant shall not sell, assign, transfer, pledge or otherwise
encumber such shares of Restricted Stock.



          Section 5. Termination. If the Participant ceases to maintain Continuous
Service for any reason (other than death, Disability or Retirement), all shares of Restricted Stock
granted to the Participant which at the time of such termination of Continuous Service are still
subject to restrictions shall upon such termination of Continuous Service be forfeited and returned
to the Company. If the Participant ceases to maintain Continuous Service by reason of death or
Disability, then the restrictions with respect to the Ratable Portion of the shares of Restricted
Stock granted to the Participant shall lapse and such shares shall be free of restrictions and
shall not be forfeited. If the Participant ceases to maintain Continuous Service by reason of
Retirement, then the Committee shall, in its sole discretion, determine the effect of such
termination on the shares of Restricted Stock granted to the Participant. If the Continuous
Service of the Participant is involuntarily terminated, for whatever reason, at any time within 18
months after a Change in Control, any Restricted Period with respect to the shares of Restricted
Stock granted to the Participant shall lapse upon such termination and all shares of Restricted
Stock granted to the Participant shall become fully vested in the Participant.



          Section 6. Dividends. In the event any dividends or other distributions,
whether in cash, property or stock of another company, are paid on any of the shares of Restricted
Stock granted to the Participant, such dividends or other distributions shall be delivered to the
Participant at that time. Stock dividends and shares issued as a result of any stock-split, if
any, issued with respect to the Restricted Shares shall be treated as additional Restricted Shares
and shall be subject to the same restrictions and other terms and conditions that apply with
respect to, and shall vest or be forfeited at the same time as, the Restricted Shares with respect
to which such stock dividends or shares are issued.



          Section 7. 83(b) Election. The Participant agrees not to make any election
under Section 83(b) of the Code with respect to any shares of Restricted Stock granted under this
Agreement.



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          Section 8. No Employment Rights. None of this Agreement, the Plan or the
award of shares of Restricted Stock hereunder shall be construed as giving the Participant any
right to be retained as an employee or director of the Company or any Affiliate.



          Section 9. Withholding. In connection with the delivery of shares of Common
Stock as a result of the vesting of Restricted Stock, the Company shall have the right to require
the Participant to pay an amount in cash 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 10. Plan Controlling. 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 Participant and his or her legal representatives.



          Section 11. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.



          Section 12. 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
Participant or his or her successor, to the address last furnished by Participant to the Company.
Each notice and communication shall be deemed to have been given when received by the Company or
Participant.



          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, this Agreement has been executed by the undersigned thereunto duly
authorized as of the date first above written.



	 	 	 	 	 
	 	NORTHWEST INDIANA BANCORP

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of Participant]
 	 
	 




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