exv10w11wcwii






Exhibit 10.11(c)(ii)




BANK MUTUAL CORPORATION

2010 UPDATED FORM INCENTIVE STOCK OPTION AGREEMENT




     Option granted the ____ day of ________, 20__ (the “Date of Grant”), by BANK MUTUAL
CORPORATION, a Wisconsin corporation (hereinafter called “Bank Mutual”), to _________________
(hereinafter called the “Optionee”).



W I T N E S S E T H:




     WHEREAS, the Board of Directors of Bank Mutual adopted the Bank Mutual Corporation 2004 Stock
Incentive Plan (the “Plan”) on February 2, 2004, subject to stockholder approval which was obtained
May 3, 2004;



     NOW, THEREFORE, it is agreed as follows:



     1. Number of Shares Optioned; Option Price. Bank Mutual grants to Optionee the right and
option to purchase, on the terms and conditions hereof, all or any part of an aggregate of
______shares of Bank Mutual’s common stock, at the purchase price of $ ______ per share.



     2. Vesting of Options. This Option shall be exercisable for any amount of shares up to the
maximum percentage of shares covered hereunder as follows:



	 	 	 	 	 
	Number of Completed	 	Maximum Percentage
	Years of Continuous	 	of Shares Becoming
	Employment After the	 	Exercisable Under
	Date of Grant of Option	 	the Option
	Less than 1 year
	 	Zero
	At least 1 but less than 2
	 	 	20	%
	At least 2 but less than 3
	 	 	40	%
	At least 3 but less than 4
	 	 	60	%
	At least 4 but less than 5
	 	 	80	%
	At least 5 Years
	 	 	100	%





except and to the extent otherwise provided in paragraphs 10, 11 and 12 hereof, or in the event of
a Change in Control (as defined in the Plan). In the event of a Change in Control, this option
shall become immediately exercisable. No fractional shares shall be issuable on exercise of this
Option and if the application of the maximum percentage set forth above would result in a
fractional share, the number of shares exercisable shall be rounded up to the next full share.




     3. Deferral of Exercise. Although Bank Mutual intends to exert its best efforts so that the
shares purchasable upon the exercise of this Option will be registered under, or exempt from the
registration requirements of the federal Securities Act of 1933 and any applicable state securities
law at the time the Option first becomes exercisable, if the exercise of this Option or any part of
it would otherwise result in the violation by Bank Mutual of any provision of the Act or of any
state securities law, Bank Mutual may require that such exercise be deferred until Bank Mutual has
taken appropriate action to avoid any such violation.



     4. Term of Option and Conditions of Exercise of Option During Employee’s Lifetime. During the
Optionee’s lifetime this Option may be exercised only by him/her. All rights to exercise this
Option shall expire ten years from the date this Option is granted. Except as provided in
paragraphs 10 and 11, this Option may not be exercised unless Optionee is, at the date of the
exercise, in the employ of Bank Mutual or a Subsidiary and shall have been continuously so employed
since the date hereof. Notwithstanding any other provision herein, if at the time this option is
granted, Optionee owns (directly or under the attribution rules of Section 425(d) of the Code)
stock possessing more than 10% of the total combined voting power of Bank Mutual (or any parent or
subsidiary) this option shall not be exercisable after the expiration of five years from the date
of grant hereof.



1









 





     5. Nontransferability. This Option shall not be transferable by the Optionee except by will
or the laws of descent and distribution and shall be exercisable during Optionee’s lifetime only by
Optionee or by his/her guardian or legal representative. The Option herein granted and the rights
and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated in
any way, whether by operation of law or otherwise, and shall not be subject to execution,
attachment or similar process.



     6. Method of Exercising Option. This Option shall be exercised by Optionee delivering a
written notice specifying the number of shares the Optionee desires to purchase to the committee
designated by the Board of Directors of Bank Mutual (the “Committee”), which shall initially be the
Compensation Committee of the Board, at its principal business office, on any business day, and by
paying Bank Mutual in full the option price of the shares being acquired at the time.



     7. Manner of Payment. The option price shall be payable on exercise of this Option or any
part of this Option and may be paid in full in cash or, in the discretion of the Committee, in
shares of stock of Bank Mutual which have been beneficially owned by Optionee for at least six
months prior to the time of exercise, valued at their fair market value determined as of the date
of exercise of the Option, or, in a combination of cash and shares of Bank Mutual’s stock.



     8. Method of Valuation. For all purposes under this Agreement, the fair market value of
shares of Bank Mutual’s stock shall be the average of the high and low sales prices for the shares
in the over-the-counter market on the valuation date, as reported by NASDAQ (the National
Association of Securities Dealers, Inc. Automatic Quotation System). In the absence of any
reported sales on NASDAQ on any trading date, fair market value shall be the average of the
reported closing bid and asked prices for the stock on NASDAQ on such date.



     9. Delivery of Shares; Rights as Shareholder. As soon as practicable after Optionee has
exercised the Option and paid the exercise price, Bank Mutual shall issue to Optionee the number of
shares of Bank Mutual stock covered by the option exercise. Optionee shall not be deemed the
holder of any shares covered by this Option until such shares are issued to him/her.



     10. Death or Disability of Employee. In the event that the employment of Optionee shall cease
because of death or as a result of disability (as defined in Section 105(d)(4) of the Internal
Revenue Code) this Option, whether or not otherwise exercisable at the time of such termination,
shall be exercisable at any time within one year after such termination of employment, in the case
of Optionee’s death, by the estate of Optionee or by a person who acquired the right to exercise
this Option by bequest or inheritance from Optionee or, in the case of disability, by Optionee
subject to the condition that this Option shall not be exercisable after the expiration of ten
years from the date it is granted. This Option or any portion of this Option not so exercised
shall terminate.



     11. Other Termination. If the employment of Optionee is terminated for any reason other than
death or disability as defined in paragraph 10, but is not terminated for cause, this Option to the
extent that it is otherwise exercisable on the date of such termination shall be exercisable at any
time within one year thereafter (provided that if the Option is exercised more than three months
after the Optionee’s termination of employment the Option will not be eligible for tax treatment as
an ISO and instead will be treated as an NSO), but not later than the date on which this Option
would otherwise expire. This Option or any portion of this Option not so exercised shall
terminate. However, notwithstanding any other provisions hereof, if the employment of Optionee is
terminated for cause, as determined by the Committee, this Option shall be deemed terminated and
not exercisable by such Optionee.



     12. Forfeiture. This Option shall terminate immediately if, within two years following
Optionee’s termination of employment with Bank Mutual or a Subsidiary (the “Affiliated Companies”),
Optionee shall (a) solicit or assist with the solicitation of any customer of the Affiliated
Companies to terminate or diminish such customer’s business with the Affiliated Companies or (b)
solicit, cause or seek to cause any employee of the Affiliated Companies to terminate, curtail or
otherwise modify his or her employment relationship with the Affiliated Companies. For purposes of
this provision, a “customer” shall mean an entity or individual in connection with whom Optionee
provided services on behalf of the Affiliated Companies within the eighteen (18) months prior to
Optionee’s termination or about whom Optionee obtained confidential information within the eighteen
(18) months prior to Optionee’s termination. In addition, if at any time within two years after
Optionee shall exercise this Option, the Optionee shall violate the restrictions under (a) or (b)
above, the Optionee shall promptly pay to Bank Mutual as liquidated damages the excess of the Fair
Market Value of the shares received upon exercise over the



2









 




option price on the date of exercise. The Committee shall, in its sole discretion, determine
whether a violation of (a) or (b) has occurred, and the determination of the Committee shall be
final and binding as to all parties.




     13. Changes in Stock. In the event of any recapitalization, stock split or reverse split,
stock dividend, merger in which Bank Mutual is the surviving corporation, combination or exchange
of shares or other capital change affecting the common stock of Bank Mutual, the Committee shall
make, subject to the approval of the Board of Directors of Bank Mutual, equitable and appropriate
changes in the aggregate number and kind of shares subject to this Option, to prevent substantial
dilution or enlargement of the rights granted to or available for Optionee; provided, however, that
no changes shall be made which would cause this Option to fail to continue to qualify as an ISO
within the meaning of Section 422 of the Internal Revenue Code, as amended from time to time.



     14. No Employment Agreement Intended. This Agreement does not confer upon Optionee any right
to continuation of employment in any capacity by Bank Mutual or a Subsidiary and does not
constitute an employment agreement of any kind.



MISCELLANEOUS




     15. Notices. Any notice to be given to the Committee under the terms of this Agreement shall
be addressed to Bank Mutual, in care of its Secretary at 4949 West Brown Deer Road, Milwaukee,
Wisconsin 53223. Any notice to be given to Optionee may be addressed to Optionee at his/her
address as it appears on Bank Mutual’s records, or at such other address as either party may
hereafter designate in writing to the other. Any such notice shall be deemed to have been duly
given if and when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
certified and deposited, postage prepaid, in a post office or branch post office regularly
maintained by the United States Government.



     16. Provisions of Plan Controlling. This Option is subject in all respects to the provisions
of the Plan. In the event of any conflict between any provision of this Option and the provisions
of the Plan, the provisions of the Plan shall control. Terms defined in the Plan where used herein
shall have the meanings as so defined. Optionee hereby acknowledges receipt of a copy of the Plan.



     17. Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of Bank Mutual.



     18. Government and Other Regulations. The obligation of Bank Mutual to sell and deliver
shares of stock under this Plan shall be subject to all applicable laws, rules and regulations and
the obtaining of all such approvals by governmental agencies as may be deemed necessary or
desirable by the Board of Directors of Bank Mutual, including (without limitation) the satisfaction
of all applicable federal, state and local tax withholding requirements. Bank Mutual shall
determine the amount of any required tax withholding. The Optionee may pay the required
withholding in cash or, in the discretion of the Committee, in shares of Bank Mutual stock, valued
at its fair market value as of the date the withholding obligation arises, or in a combination
thereof.



     19. Wisconsin Contract. This Option has been granted in Wisconsin and shall be construed
under the laws of that State.



     20. ISO Limitation. In accordance with Internal Revenue Code rules, the aggregate fair market
value (determined as of the date of grant) of shares with respect to which ISOs are exercisable for
the first time during any calendar year (under the Plan or under any other incentive stock option
plan of the Company or Subsidiary of the Company) may not exceed $100,000. If the fair market
value of shares on the date of grant with respect to which ISOs are exercisable for the first time
during any calendar year exceeds $100,000, then the options for the first $100,000 of shares to
become exercisable in such calendar year will be ISOs and the options for the amount in excess of
$100,000 that become exercisable in that calendar year will be treated as NSOs.



3









 





     IN WITNESS WHEREOF, Bank Mutual has caused these presents to be executed in its behalf by its
Chairman of the Board or President and attested by its Secretary or one of its Assistant
Secretaries, and Optionee has hereunto set his or her hand and seal, all of the day and year first
above written, which is the date of the granting of the option evidenced hereby.



	 	 	 	 	 	 	 

	 	 	BANK MUTUAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	ATTEST:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

Secretary

	 	 	 	 	 	 






	 	 	 

	 

	 	 
	 

	 	Optionee





4