Form of Award Notification for the RRP Plan


    Exhibit
      10.4

     

    
 

    [Date]

     

    Form
      of Award Notification Under The 

    Mutual
      Savings Bank 

    Recognition
      and Retention Plan and Trust

     

    [Name
      of
      Grantee:]

     

    You
      are
      hereby awarded a total of ____________ shares of the Common Stock, without
      par
      value (“Common Stock”), of Third Century Bancorp (“the Holding Company”),
      pursuant to the Mutual Savings Bank Recognition and Retention Plan and Trust
      (the “Plan”), on the following terms and conditions:

     

    1.  The
      shares of Common Stock subject to award vest at the rate of twenty percent
      (20%)
      of the aggregate number of shares covered by the award at the end of each full
      twelve months of consecutive service with Mutual Savings Bank or an affiliate
      thereof (collectively, the “Bank”) after the date of grant. If your service with
      the Bank and all affiliates thereof in all capacities (e.g., as employee,
      director, and director emeritus) terminates prior to [5 years from date of
      grant], for any reason (except as discussed below), then you will forfeit the
      right to earn any shares of Common Stock subject to this award which have not
      previously been earned. In determining the number of shares of Common Stock
      which are earned, fractional shares will be rounded down to the nearest whole
      number, provided that such fractional shares will be aggregated and earned,
      on
      the fifth anniversary of the date of grant.

     

    2.  Notwithstanding
      the general rule contained in paragraph 1, above, all shares of Common Stock
      subject to this award held by you will be deemed earned as of your last day
      of
      service with the Bank as a result of your death or disability, or a change
      in
      control of the Bank (as defined in the Plan).

     

    3.  Notwithstanding
      anything herein to the contrary, the Board of Directors of the Bank may
      immediately revoke, rescind and terminate any award, or portion thereof,
      previously awarded under the Plan, to the extent shares of Common Stock have
      not
      been delivered to you, whether or not the shares have been earned, if you are
      discharged or removed from the Board for cause or it is discovered after your
      service terminates that you have engaged in conduct which would have justified
      termination or removal for cause.

     

    4.  Whenever
      shares of Common Stock awarded under the Plan are paid to you, or to the
      beneficiary you designate, such person will be entitled to receive, with respect
      to each share of Common Stock paid, an amount equal to any cash dividends or
      cash distributions and a number of shares of Common Stock equal to any stock
      dividends, and any other asset distributions declared and paid with respect
      to a
      share of Common Stock between the date the shares are distributed and the date
      such shares were granted, along with any net earnings thereon.

     

    5.  Shares
      of
      Common Stock will be distributed to you, or to the beneficiary you designate,
      as
      the case may be, as soon as practicable after they have been
      earned.

     

     

    
      
        
        

      

      
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    6.  All
      shares of Common Stock, together with any shares representing stock dividends
      thereon, will be distributed in the form of Common Stock. One share of Common
      Stock will be paid for each share earned and payable. Payments representing
      accumulated cash dividends or cash distributions (and earnings thereon) will
      be
      made in cash. Other asset distributions payable on the shares of Common Stock
      awarded will be paid in the form of such distributions, to the extent feasible.
      The trustee of the Plan may withhold from any payment or distribution made
      under
      the Plan sufficient amounts of cash or shares of Common Stock to cover any
      applicable withholding and employment taxes, and if the amount of such payment
      is insufficient, the trustee may require you or the beneficiary you designate
      to
      pay to the trustee the amount required to be withheld as a condition of
      delivering the shares earned and payable under the Plan. Alternatively, you
      may
      pay to the trustee that amount of cash necessary to be withheld in taxes in
      lieu
      of any withholding of payments or distribution under the Plan. If you elect
      to
      have such taxes withheld, then the election must be made in compliance with
      Rule
      16b-3, to the extent applicable.

     

    7.  This
      award is subject to all the terms, provisions and conditions of the Plan, which
      is incorporated herein by reference, and to such regulations as may from time
      to
      time be adopted by the Committee. A copy of the Plan has been furnished to
      you
      and an additional copy may be obtained from the Bank. In the event of any
      conflict between the provisions of the Plan and the provisions of this letter,
      the terms, conditions and provisions of the Plan will control, and this letter
      will be deemed to be modified accordingly.

     

    


     

    
      	 	
              Very
                truly yours,

               

            
	 	
              MUTUAL
                SAVINGS BANK

              
              

            
	 	 	 
	 	
              By:

               

            	 
	 	 	
              Robert
                D. Heuchan, President and

              Chief
                Executive Officer

               

            


    

    


     

    
      I
        acknowledge Receipt of

      a
        copy of
        this Award Notification

       

    

     

    _______________________________

    [Name
      of
      Grantee]

     

     

     

    


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