Exhibit 10(au)





Exhibit 10(au)




OLD NATIONAL BANCORP

2008 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT




THIS AWARD AGREEMENT (the “Agreement”), made and executed as of February 1, 2010 (the “Grant
Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and                     , an
officer or employee of the Company or one of its Affiliates (the “Participant”).



WITNESSETH:




WHEREAS, the Company has adopted the Old National Bancorp 2008 Incentive Compensation Plan
(the “Plan”) to further the growth and financial success of the Company and its Affiliates by
aligning the interests of Participants, through the ownership of Shares and through other
incentives, with the interests of the Company’s shareholders, to provide Participants with an
incentive for excellence in individual performance and to promote teamwork among Participants; and



WHEREAS, it is the view of the Company that this goal can be achieved by granting Restricted
Stock to eligible officers and other key employees; and



WHEREAS, the Participant has been designated by the Compensation Committee as an individual to
whom Restricted Stock should be granted as determined from the duties performed, the initiative and
industry of the Participant and his or her potential contribution to the future development, growth
and prosperity of the Company;



NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Company and the Participant agree as follows:



1. Award of Restricted Stock. The Company hereby awards to the Participant
 _____ 

Shares of Restricted Stock (hereinafter,
the “Restricted Stock”), subject to the terms and conditions of this Agreement and the provisions
of the Plan. All provisions of the Plan, including defined terms, are incorporated herein and
expressly made a part of this Agreement by reference. The Participant hereby acknowledges that he
or she has received a copy of the Plan.



2. Period of Restriction. The Period of Restriction shall begin on the Grant Date and lapse, except as otherwise
provided in Sections 3 and 4 of this Agreement, as follows:



	 	 	 	 	 
	 	 	Percent of Restricted Stock	 
	Effective Date	 	Awarded	 
	February 1, 2011
	 	 	33.3	%
	February 1, 2012
	 	 	33.3	%
	February 1, 2013
	 	 	33.4	%






3. Change in Control. Notwithstanding any other provision of this Agreement, the Period of Restriction shall
lapse upon a Change in Control of the Company as provided in Section 15.01 of the Plan.



Executive Service-Based Restricted Stock Award Agreement — (2010 Form of Agreement)


 


 









 





4. Termination of Service. Notwithstanding any other provision of this Agreement, in the event of the Participant’s
Termination of Service due to death, Disability or Retirement, the following shall apply:




	 	(a)	 	If the Participant’s Termination of Service is due to death,
the Period of Restriction shall lapse, effective as of the date of death.






	 	(b)	 	If the Participant’s Termination of Service is due to
Disability or Retirement, he or she shall continue to be treated as a
Participant and the Period of Restriction shall lapse at the time specified in
Section 2 of this Agreement; provided, however, that if the Participant dies
prior to the end of the Period of Restriction, then the provisions of
subsection (a) of this Section 4 shall apply.





Unless otherwise determined by the Committee in its sole discretion, in the event of the
Participant’s Termination of Service for any other reason, the Shares of Restricted Stock shall be
forfeited effective as of the date of the Participant’s Termination of Service.



5. Dividends on Restricted Stock. During the Period of Restriction, the Participant shall be entitled to receive any cash
dividends paid with respect to the Shares of Restricted Stock regardless of whether the Period of
Restriction has not lapsed. All stock dividends paid with respect to Shares of Restricted Stock
shall be (a) added to the Restricted Stock, and (b) subject to all of the terms and conditions of
this Agreement and the Plan.



6. Voting Rights. During the Period of Restriction, the Participant may exercise all voting rights with
respect to the Shares of Restricted Stock as if he or she is the owner thereof.



7. Participant’s Representations. The Participant represents to the Company that:




	 	(a)	 	The terms and arrangements relating to the grant of Restricted
Stock and the offer thereof have been arrived at or made through direct
communication with the Company or person acting in its behalf and the
Participant;






	 	(b)	 	The Participant has received a balance sheet and income
statement of the Company and as an officer or key employee of the Company:






	 	(i)	 	is thoroughly familiar with the Company’s
business affairs and financial condition and






	 	(ii)	 	has been provided with or has access to such
information (and has such knowledge and experience in financial and
business matters that the Participant is capable of utilizing such
information) as is necessary to evaluate the risks, and make an
informed investment decision with respect to, the grant of Restricted
Stock; and






	 	(c)	 	The Restricted Stock is being acquired in good faith for
investment purposes and not with a view to, or for sale in connection with, any
distribution thereof.





8. Income and Employment Tax Withholding. All required federal, state, city and local income and employment taxes which arise on the
lapse of the Period of Restriction shall be satisfied through the (a) withholding of Shares
required to be issued under Section 11, or (b) tendering by the Participant to the Company of
Shares which are owned by the Participant, as described in Section 14.02 of the Plan. The Fair
Market Value of the Shares to be tendered shall be equal to the dollar amount of the Company’s
aggregate withholding tax obligations, calculated as of the day prior to the day on which the
Period of Restriction ends.


Executive Service-Based Restricted Stock Award Agreement — (2010 Form of Agreement)




 


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9. Nontransferability. Until the end of the Period of Restriction, the Restricted Stock cannot be (i) sold,
transferred, assigned, margined, encumbered, bequeathed, gifted, alienated, hypothecated, pledged
or otherwise disposed of, whether by operation of law, whether voluntarily or involuntarily or
otherwise, other than by will or by the laws of descent and distribution, or (ii) subject to
execution, attachment, or similar process. Any attempted or purported transfer of Restricted Stock
in contravention of this Section 9 or the Plan shall be null and void ab initio and of no force or
effect whatsoever.



10. Issuance of Shares. At or within a reasonable period of time (and not more than 30 days) following execution of
this Agreement, the Company will issue, in book entry form, the Shares representing the Restricted
Stock. As soon as administratively practicable following the date on which the Period of
Restriction lapses, the Company will issue to the Participant or his or her Beneficiary the number
of Shares of Restricted Stock specified in Section 1. In the event of the Participant’s death
before the Shares are issued, such stock certificate will be issued to the Participant’s
Beneficiary or estate in accordance with Section 9.07(d) of the Plan. Notwithstanding the
foregoing provisions of this Section 10, the Company will not be required to issue or deliver any
certificates for Shares prior to (i) completing any registration or other qualification of the
Shares, which the Company deems necessary or advisable under any federal or state law or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental
regulatory body; and (ii) obtaining any approval or other clearance from any federal or state
governmental agency or body, which the Company determines to be necessary or advisable. The
Company has no obligation to obtain the fulfillment of the conditions specified in the preceding
sentence. As a further condition to the issuance of certificates for the Shares, the Company may
require the making of any representation or warranty which the Company deems necessary or advisable
under any applicable law or regulation. Under no circumstances shall the Company delay the
issuance of shares pursuant to this Section to a date that is later than 2-1/2 months after the end
of the calendar year in which the Period of Restriction lapses, unless issuance of the shares would
violate federal securities law or other applicable law, in which case the Company shall issue such
shares as soon as administratively feasible (and not more than 30 days) after such issuance would
no longer violate such laws.



11. Mitigation of Excise Tax. Except to the extent otherwise provided in a written agreement between the Company and the
Participant, the Restricted Stock issued hereunder is subject to reduction by the Committee for the
reasons specified in Section 13.01 of the Plan.



12. Participant’s Representations. The Participant agrees that, if he or she is a
member of the Company’s Executive Leadership Group at the time a Period of Restriction lapses, he
or she will hold such Restricted Stock that vests, reduced for applicable tax withholding, for one
year following the expiration of the applicable Period of Restriction for such Restricted Stock.



13. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and its Affiliates
(and their respective directors, officers and employees), and the Committee, from and against any
and all losses, claims, damages, liabilities and expenses based upon or arising out of the
incorrectness or alleged incorrectness of any representation made by Participant to the Company or
any failure on the part of the Participant to perform any agreements contained herein. The
Participant hereby further agrees to release and hold harmless the Company and its Affiliates (and
their respective directors, officers and employees) from and against any tax liability, including
without limitation, interest and penalties, incurred by the Participant in connection with his or
her participation in the Plan.



14. Financial Information. The Company hereby undertakes to deliver to the Participant, at such time as they become
available and so long as the Period of Restriction has not lapsed and the Restricted Stock has not
been forfeited, a balance sheet and income statement of the Company with respect to any fiscal year
of the Company ending on or after the date of this Agreement.



15. Changes in Shares. In the event of any change in the Shares, as described in Section 4.04 of the Plan, the
Committee will make appropriate adjustment or substitution in the Shares of
Restricted Stock, all as provided in the Plan. The Committee’s determination in this respect
will be final and binding upon all parties.



Executive Service-Based Restricted Stock Award Agreement — (2010 Form of Agreement)




 


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16. Effect of Headings. The descriptive headings of the Sections and, where applicable, subsections, of this
Agreement are inserted for convenience and identification only and do not constitute a part of this
Agreement for purposes of interpretation.



17. Controlling Laws. Except to the extent superseded by the laws of the United States, the laws of the State of
Indiana, without reference to the choice of law principles thereof, shall be controlling in all
matters relating to this Agreement.



18. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which will be
deemed an original, but all of which collectively will constitute one and the same instrument.



IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the
Participant, have caused this Restricted Stock Award Agreement to be executed as of the day and
year first above written.



PARTICIPANT




	 	 	 	 	 	 	 	 	 	 	 
	Accepted by:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 

«EXECUTIVE»
	 	 	 	 	 	 

	 	 






OLD NATIONAL BANCORP




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Kendra L. Vanzo
	 	 
	 

	 	EVP, Chief Human Resources Officer	 	 
	 

	 	Old National Bancorp	 	 





Executive Service-Based Restricted Stock Award Agreement — (2010 Form of Agreement)



 


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