Exhibit 10.2(b)


 


BANK MUTUAL CORPORATION


 


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”).


 


WITNESSETH:


 


WHEREAS, the Board of Directors of Bank
Mutual adopted the Bank Mutual Corporation 2014 Incentive Compensation Plan (the “Plan”) on February 3, 2014, subject
to stockholder approval which was obtained May 5, 2014;


 


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 (the "Option").


 


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 9,
10 and 11 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 9 and 10, 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.


 


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, 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.          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.


 


9.          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.


 


10.         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 9, 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.


 




    	 



    	 



    

 


11.         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.


 


12.         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.


 


13.         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


 


14.         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.


 




    	 



    	 



    

 


15.         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.


 


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


 


17.         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.


 


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


 


19.         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.


 




    	 



    	 



    

 


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