Exhibit 4.6


 


landmark
bancorp, inc.


 


2015
stock incentive Plan


 


Nonqualified
Stock Option Award Agreement


 


The Participant specified
below has been granted a nonqualified stock option (the “Option”) by Landmark
Bancorp, Inc., a Delaware corporation (the “Company”),
under the Landmark Bancorp, Inc.
2015 Stock Incentive Plan (the “Plan”).  The Option
shall be subject to the terms of the Plan and the terms set forth in this Nonqualified Stock Option Award Agreement (“Award
Agreement”).


 


Section 1.            Award.
The Company has granted to the Participant the Option, which represents the right of the Participant to purchase the number of
Covered Shares at the Exercise Price set forth in Section 2 below, subject to the terms of this Award Agreement and the
Plan.


 


Section 2.            Terms
of Option Award.  The following words and phrases relating to the Option have the following meanings:


  


(a)          The
“Participant” is ______________________________.


 


(b)          The
“Grant Date” is ______________________________.


 


(c)          The
number of “Covered Shares” is ____________________ Shares.


 


(d)          The
“Exercise Price” is $____________________ per Covered Share.


 


Except for words and
phrases otherwise defined in this Award Agreement, any capitalized word or phrase in this Award Agreement has the meaning set forth
in the Plan.


 


Section 3.            Nonqualified
Stock Option.  The Option is not intended to satisfy the requirements applicable to an “incentive stock option”
described in Code Section 422(b).


 


Section 4.            Vesting. 



 


(a)          Each
installment of Covered Shares set forth in the table immediately below (each, an “Installment”) shall become
vested and exercisable on the “Vesting Date” for such Installment set forth in the table immediately below;
provided that the Participant’s Termination of Service has not occurred prior thereto:


  


	Installment	 	Vesting Date applicable to Installment
	___% of Covered Shares	 	Date/Event/Other Condition


 


(b)          Notwithstanding
the foregoing provisions of this Section 4, all the Covered Shares shall become fully vested and immediately exercisable
upon the Participant’s Termination of Service due to the Participant’s Disability or the Participant’s death.


 


(c)          Upon
a Change in Control, the Option shall be treated in accordance with Section 4.1 of the Plan.


 




     


     


    

 


(d)          The
Option shall not be exercisable on or after the Participant’s Termination of Service, except as to that portion of Covered
Shares for which it was exercisable immediately prior to such Termination of Service or became exercisable on the date of such
Termination of Service.


 


Section 5.            Expiration. 
Notwithstanding any term of this Award Agreement to the contrary, the Participant shall forfeit the Option in its entirety
as of the Company’s close of business on the last business day that occurs prior to the Expiration Date.  The “Expiration
Date” shall be the earliest to occur of the following:


 


(a)          The
three (3)-month anniversary of the Participant’s Termination of Service other than (i) for Cause or (ii) due to
the Participant’s Disability or death; provided, however, that if the Participant dies after the date of Termination
of Service but before the three (3)-month anniversary of the Participant’s Termination of Service, the Expiration Date shall
automatically be extended to the one (1)-year anniversary of Participant’s Termination of Service;


 


(b)          The
one (1)-year anniversary of the Participant’s Termination of Service due to the Participant’s Disability or death;


 


(c)          The
ten (10)-year anniversary of the Grant Date; or


 


(d)          The
effective date of a Termination of Service for Cause.


 


Section 6.             Exercise. 



 


(a)          Method
of Exercise. The vested portion of the Option may be exercised by the Participant in whole or in part by providing notice of
option exercise to the Corporate Secretary of the Company at its corporate headquarters, in a form prescribed by the Committee
or satisfying such other procedures as shall be set forth by the Committee from time to time. Such notice shall specify the number
of Covered Shares that the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such Covered
Shares as further set forth in Section 6(b) below.


 


(b)          Payment
of Exercise Price. Without limitation of Section 8 below, the payment of the Exercise Price shall be by cash or, subject
to limitations imposed by applicable law, by any of the following means as permitted by the Committee from time to time: (i) by
tendering, either actually or by attestation, Shares acceptable to the Committee and valued at Fair Market Value as of the time
of exercise; (ii) by irrevocably authorizing a third party, acceptable to the Committee, to sell Shares acquired upon exercise
of the Option and to remit to the Company no later than the third business day following exercise a sufficient portion of the sale
proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise; (iii) by payment through a
net exercise such that, without the payment of any funds, the Participant may exercise the Option and receive the net number of
Shares equal in value to (A) the number of Shares as to which the Option is being exercised, multiplied by (B) a fraction,
the numerator of which is the Fair Market Value (on the date of exercise) less the Exercise Price, and the denominator of which
is such Fair Market Value (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares);
(iv) by personal, certified, or cashiers’ check; (v) by other property deemed acceptable by the Committee; or (vi) by
any combination thereof.


 




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(c)          Restrictions.
The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate any applicable
laws or the applicable rules of any securities exchange or similar entity, and shall not be exercisable during any blackout period
established by the Company from time to time.


 


Section 7.          Delivery
of Shares. Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following:


 


(a)          Compliance
with Applicable Laws.  Notwithstanding any other term of this Award Agreement or the Plan, the Company shall have no obligation
to deliver any Shares or make any other distribution of benefits under this Award Agreement or the Plan unless such delivery or
distribution complies with all applicable laws and the applicable rules of any securities exchange or similar entity.


 


(b)          Certificates
Not Required.  To the extent that this Award Agreement and the Plan provide for the issuance of Shares, such issuance
may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any securities
exchange or similar entity.


 


Section 8.           Withholding. 
The exercise of the Option, and the Company’s obligation to issue Shares upon exercise, is subject to withholding of
all applicable taxes.  As permitted by the Committee from time to time, such withholding obligation may be satisfied at the
election of the Participant (a) through cash payment by the Participant, (b) through the surrender of Shares that the
Participant already owns, or (c) through the surrender of Shares to which the Participant is otherwise entitled under the
Plan; provided, however, that except as otherwise specifically provided by the Committee, such Shares under clause
(c) may not be used to satisfy more than the Company’s minimum statutory withholding obligation.


 


Section 9.           Non-Transferability
of Option.  The Option, or any portion thereof, is not transferable except as designated by the Participant by will
or by the laws of descent and distribution or pursuant to a domestic relations order. Except as provided in the immediately preceding
sentence, the Option shall not be assigned, transferred, pledged, hypothecated, or otherwise disposed of by the Participant in
any way, whether by operation of law or otherwise, and shall not be subject to execution, attachment, or similar process. 
Any attempt at assignment, transfer, pledge, hypothecation, or other disposition of the Option contrary to the provisions hereof,
or the levy of any attachment or similar process upon the Option, shall be null and void and without effect.


 


Section 10.         Heirs
and Successors.  This Award Agreement shall be binding upon, and inure to the benefit of, the Company and its successors
and assigns, and any person acquiring all or substantially all of the Company’s assets or business. If any rights of the
Participant or benefits distributable to the Participant under this Award Agreement have not been settled or distributed at the
time of the Participant’s death, such rights shall be settled for and such benefits shall be distributed to the Designated
Beneficiary in accordance with the provisions of this Award Agreement and the Plan. The “Designated Beneficiary”
shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form as the
Committee may require. The Participant’s designation of beneficiary may be amended or revoked by the Participant in accordance
with any procedures established by the Committee. If a Participant fails to designate a beneficiary, or if the Designated Beneficiary
does not survive the Participant, any benefits that would have been provided to the Participant shall be provided to the legal
representative of the estate of the Participant. If a Participant designates a beneficiary and the Designated Beneficiary survives
the Participant but dies before the provision of the Designated Beneficiary’s benefits under this Award Agreement, then any
benefits that would have been provided to the Designated Beneficiary shall be provided to the legal representative of the estate
of the Designated Beneficiary.


 




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Section 11.         Administration. 
The authority to manage and control the operation and administration of this Award Agreement and the Plan shall be vested in
the Committee, and the Committee shall have all powers with respect to this Award Agreement as it has with respect to the Plan.
Any interpretation of this Award Agreement or the Plan by the Committee and any decision made by the Committee with respect to
this Award Agreement or the Plan shall be final and binding on all persons.


 


Section 12.         Plan
Governs. Notwithstanding any provision of this Award Agreement to the contrary, this Award Agreement shall be subject to
the terms of the Plan, a copy of which may be obtained by the Participant from the Company. This Award Agreement shall be subject
to all interpretations, amendments, rules, and regulations promulgated by the Committee from time to time. Notwithstanding any
term of this Award Agreement to the contrary, in the event of any discrepancy between the corporate records of the Company and
this Award Agreement, the corporate records of the Company shall control.


 


Section 13.         Not
an Employment Contract. Neither the Option nor this Award Agreement shall confer on the Participant any rights with respect
to continuance of employment or other service with the Company or a Subsidiary, nor shall they interfere in any way with any right
the Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s employment or other
service at any time.


 


Section 14.         No
Rights as Stockholder.  The Participant shall not have any rights of a Stockholder with respect to the Covered Shares
until a stock certificate or its equivalent has been duly issued following exercise of the Option as provided herein.


 


Section 15.         Amendment.
Without limitation of Section 18 and Section 19 below, this Award Agreement may be amended in accordance with the
provisions of the Plan, and may otherwise be amended in writing by the Participant and the Company without the consent of any other
person.


 


Section 16.         Governing
Law. This Award Agreement, the Plan, and all actions taken in connection herewith and therewith shall be governed by and
construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws, except as
superseded by applicable federal law.


 


Section 17.         Validity.
If any provision of this Award Agreement is determined to be illegal or invalid for any reason, said illegality or invalidity
shall not affect the remaining parts hereof, but this Award Agreement shall be construed and enforced as if such illegal or invalid
provision had never been included herein.


 


Section 18.         Section
409A Amendment. The Option is intended to be exempt from Code Section 409A and this Award Agreement shall be administered
and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Award Agreement
without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with,
Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.


 




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Section 19.         Clawback.
The Option and any amount or benefit received under the Plan shall be subject to potential cancellation, recoupment, rescission,
payback, or other action in accordance with the terms of any applicable Company or Subsidiary clawback policy (the “Policy”)
or any applicable law, as may be in effect from time to time. The Participant hereby acknowledges and consents to the Company’s
or a Subsidiary’s application, implementation, and enforcement of (a) the Policy and any similar policy established
by the Company or a Subsidiary that may apply to the Participant together with all other similarly situated participants, whether
adopted prior to or following the date of this Award Agreement and (b) any provision of applicable law relating to cancellation,
rescission, payback, or recoupment of compensation, and agrees that the Company or a Subsidiary may take such actions as may be
necessary to effectuate the Policy, any similar policy, and applicable law, without further consideration or action.


 


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IN WITNESS WHEREOF,
the Company has caused this Award Agreement to be executed in its name and on its behalf, and the Participant acknowledges understanding
and acceptance of, and agrees to, the terms of this Award Agreement, all as of the Grant Date.


 


	 	Landmark Bancorp, Inc.
	 	 	 
	 	By:	 
	 	 	 
	 	Print Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	Participant
	 	 	 
	 	 	 
	 	 	 
	 	Print Name:	 


 




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