Form of Stock Option Grant



 Exhibit 10.41(a) 

FORM OF 

STOCK OPTION GRANT 
 THIS STOCK OPTION GRANT, effective as of the      day of             , 20     (the
“Date of Grant”), is delivered by Casey’s General Stores, Inc., an Iowa corporation, on behalf of itself and its subsidiaries (together, the “Company”) to
                                        
(the “Employee”), who is an employee of the Company. 
 WHEREAS, the Board of Directors of the Company on
June 10, 2009, adopted, with subsequent approval by the shareholders on September 18, 2009, the 2009 Stock Incentive Plan of Casey’s General Stores, Inc. (the “Plan”); and 

WHEREAS, the Plan provides for, among other things, the granting of incentive stock options by the Compensation Committee of the Board of
Directors (the “Committee”) to directors, officers and key employees of the Company (excluding members of the Board who are not full-time salaried officers or employees) to purchase, or to exercise certain rights with respect to, shares of
Common Stock of the Company (the “Common Stock”), in accordance with the terms and conditions thereof; and 
 WHEREAS,
the Committee considers the Employee to be a person who is eligible for a grant of incentive stock options under the Plan, and has determined that it would be in the best interests of the Company to grant the incentive stock options documented
herein. 
 NOW, THEREFORE, in consideration of the premises, it is agreed by and between the parties as follows: 

1. Grant of Option. Subject to the terms and conditions hereinafter set forth, the Company, with the approval and at the direction
of the Committee, hereby grants to the Employee, as of the Date of Grant, an option to purchase up to
                                         
            (            ) shares of Common Stock at a price of
$                 per share (the “Option”), which the parties agree was the fair market value thereof on the Date of Grant. The Option is intended by
the parties hereto to be, and shall be treated as, an incentive stock option as such term is defined under Section 422 of the Internal Revenue Code of 1986, as amended. 
 2. Exercise of Option. Notwithstanding anything in the Plan to the contrary, the Option may be exercised by Employee at any time, and from time to time, on and after
            , 20    , in whole or in part, until the termination thereof as provided in paragraph 4 hereof; provided, however, that the aggregate fair
market value (determined as of the Date of Grant) of the Common Stock for which the Option is exercisable for the first time by Employee during any calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000). 

  
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 3. Change of Control. In the event of a Change in Control of the Company (as defined
in the Plan) prior to the exercise of the Option granted hereunder, but after the Employee has completed one year of continuous employment subsequent to the Date of Grant, the Option shall immediately become exercisable notwithstanding any
provisions of paragraph 2 above to the contrary. 
 4. Method of Exercise. The Option shall be exercised by written
notice directed to the Secretary of the Company, acting on behalf of the Committee, stating the number of shares with respect to which the Option is being exercised and the expected date of purchase, which date shall be at least five days after the
giving of such notice unless an earlier time shall have been mutually agreed upon. Shares of Common Stock purchased under the Option shall be paid for in full at the time of purchase. Such payment shall be made in cash, and no shares shall be issued
or delivered until full payment therefor has been made. Upon receipt of such payment, the Company shall make immediate delivery of such shares; provided that if any law or regulation requires the Company to take any action with respect to the shares
specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. 
 5. Termination of Option. Except as herein otherwise stated, the Option to the extent not heretofore exercised shall terminate upon the first to occur of the following dates: 

(a) The expiration of three (3) months after the date on which Employee’s employment by the Company is terminated (except if
such termination be by reason of death or for deliberate, willful or gross misconduct); 
 (b) In the event of Employee’s
death while in the employ of the Company, the legal representatives or beneficiaries of Employee may exercise, within twelve (12) months following the date of Employee’s death, the Option as to those shares of Common Stock subject to the
Option at the time of Employee’s death, unless the Committee shall determine in a specific case that particular limitations under the Plan shall not apply; 
 (c) If Employee’s employment is terminated for deliberate, willful or gross misconduct, as determined by the Committee, all rights under this Option shall expire upon receipt by Employee of the
notice of such termination; or 
 (d)             ,
20     (being the expiration of ten (10) years from the Date of Grant). 
 6. Adjustment of
Option. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than cash dividends, the Committee shall make such adjustment as it deems to be equitable in the number and kind of shares of Common Stock subject to the Option or in the Option price; provided, however,
that no such adjustment shall give the Employee any additional benefits under the Option. 

  
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 7. No Rights of Shareholders. Neither the Employee nor any personal representative
shall be, or shall have any of the rights or privileges of, a shareholder of the Company with respect to any shares of Common Stock purchasable or issuable upon the exercise of the Option, in whole or in part, until the shares of Common Stock are
issued by the Company. 
 8. Non-Transferability of Option. During the Employee’s lifetime, the Option may be
exercised only by the Employee or any guardian or legal representative of the Employee, and the Option shall not be transferable, except for exercise by the Employee’s legal representatives or beneficiaries as provided in the Plan, nor shall
the Option be subject to attachment, execution or other similar process. In the event of (i) any attempt by the Employee to alienate, assign, pledge, hypothecate or otherwise dispose of the Option, except as provided for herein, or
(ii) the levy of any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Employee and it shall thereupon become null and void. 

9. Employment Not Affected. The granting of the Option or its exercise shall not be construed as granting to the Employee any
right with respect to continuation of employment by the Company. Except as may otherwise be limited by a written agreement between the Company and the Employee, the right of the Company to terminate at will the Employee’s employment with it at
any time (whether by dismissal, discharge, retirement or otherwise) is specifically reserved by the Company, as the employer of the Employee, and acknowledged by the Employee. 
 10. Notice. Any notice to the Company provided for in this instrument shall be addressed to it in care of its Secretary at its executive offices at One Convenience Boulevard, Ankeny, Iowa 50021,
and any notice to the Employee shall be addressed to the Employee at the current address shown on the payroll records of the Company. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified
mail, postage pre-paid, or delivered in person. 
 11. Incorporation of Plan by Reference. The Option is granted pursuant
to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. In the event there is any conflict between the Plan and this instrument, the terms of
the Plan shall control. The Committee shall interpret and construe the Plan and this instrument, and its interpretation and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder with
respect to any issue arising hereunder or thereunder. 

  
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 IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and
attest this Stock Option Grant, and the Employee has placed his or her signature hereon, effective as of the Date of Grant. 
  

			
		 	CASEY’S GENERAL STORES, INC.
		
	By:	 	  

		 	Robert J. Myers,
		 	Chief Executive Officer


 ATTEST: 
  

			
	By:	 	  

		 	Brian J. Johnson, Vice President –
		 	Finance and Corporate Secretary

 ACCEPTED AND AGREED TO: 
  

			
		 	EMPLOYEE
		
	By:	 	  

		 	(Signature)
		
		 	  

		 	(Print Name Here)


  
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