Unassociated Document


    Exhibit
      10.2

    


    WHITE
      RIVER CAPITAL, INC.

     

    DIRECTORS
      STOCK COMPENSATION PLAN

     

    1. Purpose.
      The
      purpose of this Plan is to provide for greater ownership of the Common Shares
      of
      White River Capital, Inc. by Directors of the Corporation in order to provide
      Directors with a more direct and proprietary interest in the welfare and success
      of the Company and its subsidiaries and to encourage their continuation as
      Directors. 

     

    2. Definitions.
      The
      following terms shall have the meanings hereinafter set forth:

     

    
      	 	
              (a)

            	
              “Affiliate”
                means a business entity that is a subsidiary of the
                Company.

            


    

     

    
      	 	
              (b)

            	
              “Board
                of Directors” means the board of directors of the Company as it shall
                exist from time to time.

            


    

     

    
      	 	
              (c)

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended.
                

            


    

     

    
      	 	
              (d)

            	
              “Common
                Shares” means the Common Stock, without par value, of the
                Company.

            


    

     

    
      	 	
              (e)

            	
              “Company”
                means White River Capital, Inc., an Indiana
                corporation.

            


    

     

    
      	 	
              (f)

            	
              “Determination
                Date” for a Plan Year, commencing with the 2006 Plan Year means the third
                business day following the first public release (by press release
                or SEC
                filing) by the Company of annual consolidated financial information
                for
                the Plan Year; provided that the Determination Date for a Plan Year
                shall
                not be later than March 15 of the immediately subsequent Plan
                Year.

            


    

     

    
      	 	
              (g)

            	
              “Director
                Fees” means the total fees payable to a Director for service as a Director
                as determined by the Board of Directors from time to time.
                

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (h)

            	
              “Fair
                Market Value” shall mean, as of any date, the value of one share of Common
                Stock determined as follows: 

            


    

     

    If
      the
      Common Stock is listed on any established stock exchange or a national market
      system, including without limitation, the Nasdaq National Market or The Nasdaq
      SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be
      the
      closing sales price for such stock (or the closing bid, if no sales were
      reported) as quoted on such exchange or system for the last market trading
      day
      prior to the time of determination, as reported in The Wall Street Journal
      or
      such other source as the Administrator deems reliable. 

     

    If
      the
      Common Stock is regularly quoted by one or more recognized securities dealers
      but selling prices are not reported, its Fair Market Value shall be the mean
      between the high bid and low asked prices for the Common Stock quoted by such
      recognized securities dealer(s) on the last market trading day prior to the
      day
      of determination; or 

     

    In
      the
      absence of an established market for the Common Stock, its Fair Market Value
      shall be determined by the Administrator in any reasonable manner including,
      for
      example, the valuation method described in § 20.2031-2 of the regulations
      promulgated pursuant to the Code.

     

    
      	 	
              (i)

            	
              “Director”
                means any member of the Board of Directors of the Company.
                

            


    

     

    
      	 	
              (j)

            	
              “Plan”
                means this White River Capital, Inc. Directors Stock Compensation
                Plan.

            


    

     

    
      	 	
              (k)

            	
              “Plan
                Committee” means the individual or group of individuals appointed by the
                Board of Directors as the committee responsible for administration
                of the
                Plan, initially, the Chief Financial Officer of the
                Corporation

            


    

     

    
      	 	
              (l)

            	
              “Plan
                Year” means the twelve month period commencing on January 1 and ending
                on
                December 31 of each year or such other dates as may be established
                by the
                Plan Committee from time to time.

            


    

     

    3. Administration.
      The
      Plan shall be administered by the Plan Committee. The Plan Committee shall
      have
      the power to interpret and construe the provisions of the Plan, and its
      interpretations and constructions shall be final and binding. The Plan Committee
      may prescribe, amend and rescind rules and regulations relative to the Plan
      or
      its construction or interpretation. The initial Plan Committee shall have one
      member, who shall be the Chief Financial Officer of the Company. The Plan
      Committee shall not be liable for any action or determination made in good
      faith.

     

    4. Participation.
      Each
      incumbent Director shall be eligible to participate in the Plan; provided,
      that no
      Director shall be eligible to receive Common Shares under the Plan if, as after
      such receipt, (i) such Director would hold economic ownership of more than
      4.9%
      of the outstanding Common Shares and (ii) such Director was not (prior to
      September 1, 2005) already 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    deemed
      a
      5% shareholder of the Company for purposes of determining the availability
      of
      net operating loss carryforwards under Section 382 of the Code. 

     

    5. Shares.
      The
      shares to be issued pursuant to the Plan shall be the Company’s authorized but
      unissued Common Shares. The total number of the Common Shares that may be issued
      under the Plan shall not exceed fifty thousand (50,000) shares in the aggregate,
      subject to adjustment in accordance with the provisions set forth in paragraph
      6(f) hereof. In the event any Common Shares issuable pursuant to the Plan revert
      to the Company for any reason during the term of this Plan, those Common Shares
      may again be issued under the Plan. During the term of the Plan, the Company
      shall reserve and keep available a sufficient number of Common Shares to satisfy
      its obligations hereunder.

     

    6. Operation
      of the Plan.
      The
      Plan shall operate in accordance with and subject to the following terms and
      conditions: 

     

    
      	 	
              (a)

            	
              Director
                Compensation with Common Shares.
                Fifty percent (50%) of total Director Fees payable to each Director
                eligible to participate in the Plan under Section 4 shall be paid
                in the
                form of Common Shares, subject to the terms and conditions of this
                Plan.
                

            


    

     

    
      	 	
              (b)

            	
              Determination
                of Number of Common Shares.
                The number of Common Shares to become issuable to an eligible Director
                as
                of a Determination Date shall be the largest number of whole shares
                resulting from the division of (i) the dollar amount of the Director
                Fees
                to be paid in the form of Common Shares under paragraph 6(a), by
                (ii) Fair
                Market Value of one Common Share on the Determination Date. No fractional
                shares shall be issued under the Plan and cash shall be paid in lieu
                thereof based upon the Fair Market Value of one Common Share.
                

            


    

     

    
      	 	
              (c)

            	
              Issuance
                of Certificates and Delivery to Directors.

            


    

     

    
      	 	
              (i)

            	
              As
                soon as practicable after the Determination Date following each Plan
                Year,
                and no later than is necessary to avoid such payment being subject
                to
                Section 409A of the Code, the Company shall issue, in the name of
                each
                eligible Director entitled thereto with respect to Director Fees
                payable
                for that Plan Year, a share certificate with respect to the number
                of
                Common Shares determined in the manner provided in this
                Plan.

            


    

     

    
      	 	
              (ii)

            	
              If
                requested by an eligible Director in writing prior to the payment
                date,
                share certificate(s) may be issued jointly to the Director and any
                other
                person or persons.

            


    

     

    
      	 	
              (d)

            	
              Proration.
                If an eligible Director serves as a Company Director for less than
                a full
                Plan Year, then Common Shares payable based on Director Fees that
                would
                have been earned had the Director been incumbent for the full Plan
                Year
                shall be prorated so that the number of Common Shares
                

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    issuable
      shall be determined based on the portion of the Plan Year during which the
      Director was incumbent relative to the full Year.

     

    
      	 	
              (e)

            	
              Special
                Provision for 2005.
                Notwithstanding any provision of this Section 6 to the contrary,
                with
                respect to the 2005 Plan Year, on the date this Plan is adopted by
                the
                board of directors, each eligible Director shall become entitled,
                as
                compensation under this Plan for director services during 2005, $7,880.43
                divided by the Fair Market Value of one Common Share on the date
                of such
                adoption (representing the proration of $20,000 annual compensation
                initially expected to be payable in shares, for the period of calendar
                2005 following consummation of the Company’s share exchange transaction
                with Union Acceptance Corporation). The Plan Committee shall determine
                the
                number of such shares so issuable and arrange for issuance of such
                shares,
                subject to compliance with Section 6(h), including filing of a
                registration statement with respect to the shares issuable under
                the Plan
                with the Securities and Exchange
                Commission.

            


    

     

    
      	 	
              (f)

            	
              Recapitalization.
                The aggregate number of Common Shares which may be issued hereunder,
                and
                the number of Common Shares subject to issuance, shall be proportionately
                adjusted for any increase or decrease in the number of issued and
                outstanding Common Shares resulting from a subdivision or consolidation
                of
                shares of the Company or any other capital adjustment of the Company,
                the
                payment of a share dividend, a share split or any other increase
                or
                decrease in the Common Shares effected without receipt of consideration
                by
                the Company. 

            


    

     

    
      	 	
              (g)

            	
              Nonassignability.
                No right to receive shares pursuant to this Plan shall be assignable
                or
                transferable except by will or under the laws of descent and distribution.
                

            


    

     

    
      	 	
              (h)

            	
              Issuance
                of Shares and Compliance with Securities Laws.
                The Company may postpone the issuance and/or delivery of certificates
                representing Common Shares until (i) the admission of such shares
                to
                listing on any stock exchange on which shares of the Company of the
                same
                class are then listed or the admission of such shares for quotation
                in any
                automated inter-dealer quotation system in which such shares are
                then
                quoted and (ii) the completion of such registration or other qualification
                of such shares under any state or Federal law, rule or regulation
                or the
                rules and regulations of any exchange upon which the Common Shares
                are
                traded as the Company shall determine to be necessary or advisable,
                which
                registration or other qualification the Company shall use its best
                efforts
                to complete. Any person acquiring Common Shares pursuant to the Plan
                may
                be required to make such representations and furnish such information
                as
                may, in the opinion of counsel for the Company, be appropriate to
                permit
                the Company, in light of the existence or non-existence with respect
                to
                such shares of an effective registration under the Securities Act
                of 1933,
                as amended, or any similar state statute, to issue the shares in
                compliance 

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    with
      the
      provisions of those or any comparable acts. Certificates representing Common
      Shares issued pursuant to the Plan may bear such legends or other statements
      concerning restrictions on the transferability of the shares as the Company
      may
      determine to be necessary or advisable to comply with applicable securities
      laws.

     

    
      	 	
              (i)

            	
              Rights
                as a Shareholder.
                An eligible Director shall have no rights as a shareholder with respect
                to
                Common Shares issuable under the Plan until the date of issuance
                of a
                certificate representing those shares after the applicable Determination
                Date. Upon the issuance of a certificate, the shares represented
                thereby
                shall be fully paid and nonassessable Common Shares of the Company,
                the
                Director shall have the power to vote those Common Shares on all
                matters
                presented to a vote of the shareholders of the Company and shall
                be
                entitled to receive all dividends and other distributions declared
                or paid
                by the Company with respect thereto. No adjustment will be made for
                dividends or other rights for which the record date is prior to the
                date
                such certificate is issued.

            


    

     

    7. Term
      of Plan.
      The
      Plan shall become effective as of September 1, 2005. The Plan shall terminate
      on
      December 31, 2010, or on such earlier date as the Board of Directors may
      determine. No Common Shares shall be issued under the Plan after the termination
      date. 

     

    8. Amendment
      of the Plan.
      The
      Board of Directors may from time to time, alter, amend, suspend or discontinue
      the Plan, provided,
      that no
      such change shall affect any Common Shares for which certificates have been
      issued under the Plan without the consent of the Director to whom such shares
      have been issued. 

     

    9. No
      Right to Reelection as a Director.
      Neither
      the adoption of the Plan, the issuance of any Common Shares hereunder, nor
      any
      other action taken relating to the Plan shall impose any obligation on the
      Company or any Affiliate or shareholder or the Board of Directors to nominate
      any Director for reelection as a director by the shareholders of the Company
      or
      any Affiliate.

     

    10. Withholdings.
      The
      Company shall have the right to require a Director to remit to the Company
      amounts sufficient to satisfy any applicable withholding requirements set forth
      in the Code, or under state or local law relating to Common Shares issued to
      that Director. The Company shall have the right, to the extent permitted by
      law,
      to deduct from any payment of any kind otherwise due to an Director who receives
      Common Shares under the Plan any federal, state or local taxes of any kind
      required by law to be withheld with respect to the issuance of those Common
      Shares. Prior to an applicable Determination Date, Director may elect to reduce
      the number of Common Shares to be received by the Director under the Plan in
      order to satisfy any federal, state or local withholding
      obligation.