Form of Stock Option Agreement



 FORM OF 
 PULASKI FINANCIAL CORP. 
 2002 STOCK OPTION PLAN 
 INCENTIVE STOCK OPTION AWARD AGREEMENT 
  

					
	Name of Participant:	  	__________________________________
		
	 Number of Shares
 Subject to the Option
Award:
	  	  
 ________ shares of Pulaski Financial Corp common stock
(“Common Stock”)

		
	Date of Grant:	  	                    , 200  
		
	Exercise Price:	  	$                
		
	Term of Option:	  	The term of this Incentive Stock Option shall be 10 years commencing on the Date of Grant
		
	Vesting Schedule:	  	Subject to the limitations of this Award Agreement, this Incentive Stock Option Award shall vest or become exercisable in installments according to the following
schedule:
			
	 	  	 Installment

	  	 Vesting Date


	 	  	 __________ shares
 __________ shares
 __________ shares
 __________ shares
	  	                     ,
200  
                     ,
200  
                     ,
200  
                     ,
200  

		
	 	  	Except as provided below, an installment shall not become exercisable on the otherwise applicable vesting date if you terminate employment prior to such vesting
date.
		
	 Acceleration of Vesting
 in the Event of
a
 Change in Control:
	  	  
  
 If a Change in Control occurs, all Incentive Stock Options you hold as of the date of the Change in Control shall immediately become exercisable and shall remain exercisable until the expiration of the term of this
Incentive Stock Option, regardless of termination of employment. Any Option originally designated as an incentive Stock Option shall be treated as a Non-Statutory Stock Option if exercised more than three (3) months following the end of your
employment.










					
	Payment of Exercise Price:	  	The Exercise Price may be paid in cash or, if permitted by the Committee: (1) Common Stock having a Fair Market Value on the exercise date equal to the total Exercise Price; (2)
any combination of cash or Common Stock; or (3) a cashless exercise with a qualified broker-dealer.
		
	 Effect of Termination of
 Employment because
of:
	  	 
		
	 (a)    Death or Disability:
	  	Unless otherwise determined by the Committee, if you die or become disabled, all Options you had at the time you died or become disabled will immediately vest and remain
exercisable for a period of two (2) years following the termination of employment, or, if sooner, until the expiration of the term of the Option. Any Option originally designated as an Incentive Stock Option will be treated as a Non-Statutory Stock
Option if exercised more than one (1) year following the end of your employment.
		
	 (b)    Cause:
	  	Unless otherwise determined by the Committee, if you are dismissed with Cause, all vested and unvested Options you had on the date you were terminated will immediately and
automatically be cancelled as of the date of your termination and may not be exercised.
		
	 (c)    Termination
          Without Cause:
	  	  
 Unless otherwise determined by the Committee, if you are
dismissed without Cause, or you resign at the written request of the Bank or the Company, all unvested Options you has on the date you were termination will immediately and automatically be cancelled as of the date of your termination and may not be
exercised. Vested Options may be exercised within 90 days of the termination date but only to the extent such Options were vested and could have been exercised on the Termination Date.

		
	 (d)    Retirement:
	  	Unless otherwise determined by the Committee, if you retire, all vested Options you had on the date you retired may be exercised at any time within one (1) year after you retired
but only to the extent that the Options could have been exercised on the day before

  

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	 	  	you retired. Any Option will be treated as a Non-Statutory Stock Option if exercised more than three (3) months after the date you retired.
		
	 (e)    Voluntary Resignation:
	  	Unless otherwise determined by the Committee, if you voluntary resign your position from the Bank or the Company, all unvested Options you had will be canceled as of the date you
resigned. Vested Options may be exercised within 90 days of the date you resigned, but only to the extent such Options were vested and could have been exercised on the date of resignation if effective.
		
	Voting:	  	You have no rights as a shareholder with respect to any shares of Common Stock covered by this Incentive Stock Option Award until the date of issuance of a stock certificate for
the Common Stock following exercise of all or some part of this Incentive Stock Option.
		
	Distribution:	  	Shares of Common Stock subject to this Incentive Stock Option Award will be distributed as soon as practicable following exercise.
		
	Designation of Beneficiary:	  	You may designate, in writing, a beneficiary to receive any Award you are entitled to under the Incentive Stock Option Award if you die. If a beneficiary is not designated, the
Award will become part of your estate.
		
	Non-Transferability:	  	You cannot transfer Incentive Stick Options other than by will or the laws of descent and distribution.
		
	 Incentive Stock Option
 Holding
Period:
	  	  
 You hereby acknowledge that in order to receive Incentive
Stock Option tax treatment under Section 422 of the Code, you may not dispose of shares acquired under this Incentive Stock Option Award (i) for two (2) years from the date of grant and (ii) for one (1) year after the date of exercise. In
accordance with Section 10(e) of the Plan, you must notify the Committee of any early disposition of Common Stock under Incentive Stock Option Award (i.e., a “disqualifying
disposition”).


  

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	Plan Governs:	  	Notwithstanding anything in this Incentive Stock Option Award Agreement to the contrary, the terms of this Incentive Stock Option Award Agreement shall be subject to the terms and
conditions of the Plan, a copy of which may be obtained from the Corporate Secretary of the Company. This Incentive Stock Option Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from
time to time pursuant to the Plan. Any capitalized terms not otherwise defined in this agreement shall have the meaning given such terms in the Plan.
		
	 	  	Neither the Plan not this Award Agreement create any right on the part of any individual to continue in the employ of Pulaski Financial Corp or any affiliate or Pulaski Financial
Corp.

  

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 You hereby acknowledge that all decisions, determinations and interpretations of the Board of Directors,
or of the Committee thereof, in response of the Plan and/or this Incentive Stock Option Award Agreement are final and conclusive. 
  
 IN WITNESS WHEREOF, PULASKI FINANCIAL CORP. has caused this Incentive Stock Option Award Agreement to be executed, and said Participant has hereunto set
his hand as of the      day of                     , 200    . 
  

			
	 PULASKI FINANCIAL CORP.

		
	By:	 	 
	 	 	 For the Committee

	 	 	 Administering the Plan

	
	 PARTICIPANT

		
	By:	 	 


  

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 ADDENDUM TO THE

 PULASKI FINANCIAL CORP. 2002 STOCK OPTION PLAN 
 INCENTIVE STOCK OPTION AWARD AGREEMENT 
  
 WHEREAS, the Board of Directors of Pulaski Financial Corp. (the “Company”) has approved and shareholders have adopted the Pulaski Financial Corp. 2002 Stock Option Plan (the “Plan”); and

  
 WHEREAS, pursuant to the terms of the Plan, the
committee administering the Plan (the “Committee”) has the authority to award stock options to employees, officers and directors; and 
  
 WHEREAS, on                 ,
200    , the Committee granted you an incentive stock option for                      shares of Company common
stock at an exercise price of $           per share; and 
  
 WHEREAS, on June 18, 2003, the Board of Directors declared a 2-for-1 stock split for shareholders of record on July 7, 2003; and 
  
 WHEREAS, Section 8 of the Plan provides that the Committee has the
authority to make adjustments to previously granted stock options in the event of a stock split. 
  
 NOW, THEREFORE, this Committee hereby amends your Incentive Stock Option Award granted on
                , 200     in accordance with terms of the Plan by adjusting your exercise price to
$           per share and the number of shares of Company common stock to              shares for that portion of your option
grant which remains unexercised. 
  

									
	 	 	 	 	 	 	PULAKI FINANCIAL CORP.
					
	Date:	 	 	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 For the Committee

				
	 	 	 	 	 	 	OPTIONEE
					
	Date:	 	 	 	 	 	By:	 	 

  

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