Exhibit 10.10(c)(iii)


 


BANK MUTUAL CORPORATION


 INCENTIVE STOCK OPTION AGREEMENT


 


Option granted the _____ day of _______________________,
200___ (the “Date of Grant”), by BANK MUTUAL CORPORATION, a Wisconsin corporation (hereinafter called “Bank Mutual”),
to ________________________________ (hereinafter called the “Optionee”).


 


WITNESSETH:


 


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 $________________ (___________________ and ___/100
Dollars) 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	 
	Service 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 Optionee’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 service of Bank
Mutual or a Subsidiary as an employee or a director and shall have been continuously in such service 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.


 



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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 Optionee.  In
the event that the service of Optionee as an employee or director 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 service, 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
Optionee terminates service as both an employee and a director for any reason other than death or disability as defined in paragraph
10, but Optionee's service 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 service as an employee 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 service 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 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.


 



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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 or Service Agreement
Intended.  This Agreement does not confer upon Optionee any right to continuation of employment or service in any
capacity by Bank Mutual or a Subsidiary and does not constitute an employment or service 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.


 



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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


 



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