White River Capital, Inc. 2005 Stock Incentive Plan


    

      EXHIBIT
        4.4

      


      WHITE
        RIVER CAPITAL, INC. 2005 STOCK INCENTIVE PLAN 

       

      


       

      1. Purpose
        of the Plan.
        The
        purpose of this White River Capital, Inc. 2005 Stock Incentive Plan is to
        offer
        certain Employees, Non-Employee Directors, and Consultants the opportunity
        to
        acquire a proprietary interest in the Company. Through the Plan, the Company
        and
        its Affiliates seek to attract, motivate, and retain highly competent persons.
        The success of the Company and its Affiliates is dependent upon the efforts
        of
        these persons. The Plan provides for the grant of options, restricted stock
        awards, and performance stock awards. An option granted under the Plan may
        be a
        Non-Statutory Stock Option or an Incentive Stock Option, as determined by
        the
        Administrator. 

       

      2. Definitions.
        As used
        herein, the following definitions shall apply. 

       

      “Act”
        shall mean the Securities Act of 1933, as amended. 

       

      “Administrator”
        shall mean the Board or any one of the Committees. 

       

      “Affiliate”
        shall mean any parent or subsidiary (as defined in Sections 424(e) and
        (f) of the Code, respectively) of the Company. 

       

      “Award”
        shall mean an Option or Stock Award. 

       

      “Board”
        shall mean the Board of Directors of the Company. 

       

      “Cause”
        shall have the meaning given to it under the Participant’s employment agreement
        with the Company or Affiliate, or a policy of the Company or an Affiliate.
        If
        the Participant does not have an employment agreement or the employment
        agreement does not define this term (using this term or another similar term),
        or the Company or an Affiliate does not have a policy that defines this term,
        then Cause shall include malfeasance or gross misfeasance in the performance
        of
        duties or conviction of illegal activity in connection therewith or any conduct
        detrimental to the interests of the Company or an Affiliate which results
        in
        termination of the Participant’s service with the Company or an Affiliate, as
        determined by the Administrator. 

       

      “Change
        in Control” shall mean: 

       

      (i) the
        consummation of a plan of dissolution or liquidation of the Company;


       

      (ii) the
        individuals who, as of the effective date hereof, are members of the Board
        and
        William E. McKnight and John W. Rose (“Incumbent Board”), cease for any reason
        to constitute at least two-thirds of the members of the Board; provided,
        however, that if the election, or nomination for election by the Company’s
        shareholders, of any new director was approved by a vote of at least two-thirds
        of the Incumbent Board, such new director shall, for purposes of this


       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Plan,
        be
        considered as a member of the Incumbent Board; provided, further, however,
        that
        no individual shall be considered a member of the Incumbent Board if such
        individual initially assumed office as a result of either an actual or
        threatened “election contest” or other actual or threatened solicitation of
        proxies or consents by or on behalf of an individual, entity or group (within
        the meaning of Section 13(d) or 14(d) of the Exchange Act) (a “Person”) other
        than the Board (a “Proxy Contest”) including by reason of any agreement intended
        to avoid or settle any election contest or Proxy Contest; 

       

      (iii) the
        consummation after August 15, 2005, of a plan of reorganization, merger or
        consolidation involving the Company, except for a reorganization, merger
        or
        consolidation where (A) the shareholders of the Company immediately prior
        to such reorganization, merger or consolidation own directly or indirectly
        at
        least 70% of the combined voting power of the outstanding voting securities
        of
        the company resulting from such reorganization, merger or consolidation (the
        “Surviving Company”) in substantially the same proportion as their ownership of
        voting securities of the Company immediately prior to such reorganization,
        merger or consolidation, and (B) the individuals who were members of the
        Incumbent Board immediately prior to the execution of the agreement providing
        for such reorganization, merger or consolidation constitute at least two-thirds
        of the members of the board of directors of the Surviving Company, or of
        a
        company beneficially owning, directly or indirectly, a majority of the voting
        securities of the Surviving Company; 

       

      (iv) the
        sale
        of all or substantially all the assets of the Company to another Person;
        or


       

      (v) the
        acquisition by another Person of beneficial ownership (within the meaning
        of
        Rule 13d-3 promulgated under the Exchange Act) of stock representing more
        than
        fifty percent (50%) of the voting power of the Company then outstanding by
        another Person;

       

      provided,
        however,
        the
        initial registered public offering of Common Stock shall not constitute a
        Change
        in Control.

       

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

       

      “Committee”
        shall mean a committee appointed by the Board in accordance with Section 3
        below. 

       

      “Common
        Stock” shall mean the common stock of the Company, no par value. 

       

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

       

      “Consultant”
        shall mean any natural person who performs bona fide services for the Company
        or
        an Affiliate as a consultant or advisor, excluding Employees and Non-Employee
        Directors. 

       


      
        
           

        

        
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      “Date
        of
        Grant” shall mean the effective date as of which the Administrator grants an
        Option to an Optionee or a Stock Award to a Grantee.

       

      “Disability”
        shall mean total and permanent disability as defined in Section 22(e)(3) of
        the Code. 

       

      “Employee”
        shall mean any individual who is a common-law employee of the Company or
        an
        Affiliate. 

       

      “Exchange
        Act” shall mean the Securities Exchange Act of 1934, as amended. 

       

      “Exercise
        Price,” in the case of an Option, shall mean the exercise price for a share of
        Optioned Stock. 

       

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

       

      (i) 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; 

       

      (ii) If
        the
        Common Stock is regularly quoted by one or more recognized securities dealer
        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 

       

      (iii) 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. 

       

      “Granted
        Stock” shall mean the shares of Common Stock that were granted pursuant to a
        Stock Award. 

       

      “Grantee”
        shall mean any person who is granted a Stock Award. 

       

      “Immediate
        Family” shall mean the Optionee’s or Grantee’s spouse and issue (including
        adopted and step children) and (ii) the phrase “immediate family members or
        to trusts established in whole or in part for the benefit of the
        Optionee/Grantee and/or one or more of such immediate family members” shall be
        further limited, if necessary, so that neither the transfer of an Award other
        than an Incentive Stock Option to such immediate family member or trust,
        nor the
        ability of a Optionee or Grantee to make such a transfer shall have adverse
        consequences to the 

       


      
        
           

        

        
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      Company
        or the Optionee or Grantee by reason of the Code, including Section 162(m)
        and
        Section 422.

       

      “Incentive
        Stock Option” shall mean an Option intended to qualify as an incentive stock
        option within the meaning of Section 422 of the Code.

       

      “Mature
        Shares” shall mean Shares that had been held by the Participant for a meaningful
        period of time such as six months or such other period of time that is
        determined by the Administrator.

       

      “Non-Employee
        Director” shall mean a non-employee member of the Board. 

       

      “Non-Statutory
        Stock Option” shall mean an Option not intended to qualify as an Incentive Stock
        Option. 

       

      “Notice
        of Stock Option Grant” shall mean the notice delivered by the Company to the
        Optionee evidencing the grant of an Option. 

       

      “Option”
        shall mean a stock option granted pursuant to the Plan. 

       

      “Option
        Agreement” shall mean a written agreement that evidences an Option in such form
        as the Administrator shall approve from time to time. 

       

      “Optioned
        Stock” shall mean the Common Stock subject to an Option. 

       

      “Optionee”
        shall mean any person who receives an Option. 

       

      “Participant”
        shall mean an Optionee or a Grantee. 

       

      “Performance
        Stock Award” shall mean an Award granted pursuant to Section 9 of the Plan.


       

      “Plan”
        shall mean this White River Capital, Inc. 2005 Stock Incentive Plan, as amended
        and restated from time to time. 

       

      “Qualified
        Note” shall mean a recourse note, with a market rate of interest, that may, at
        the discretion of the Administrator, be secured by the Optioned Stock or
        otherwise. 

       

      “Restricted
        Stock Award” shall mean an Award granted pursuant to Section 8 of the Plan.


       

      “Risk
        of
        Forfeiture” shall mean the Grantee’s risk that the Granted Stock may be
        forfeited and returned to the Company in accordance with Section 8 or 9 of
        the Plan and, if Section 409A would apply, must be a substantial risk of
        forfeiture as defined in Section 409A. 

       

      “Rule
        16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act or any
        successor to Rule 16b-3.

       

      “Section
        162(m)” shall mean Section 162(m) of the Code and the regulations promulgated
        thereunder.

       


      
        
           

        

        
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      “Section
        409A” shall mean Section 409A of the Code and the regulations promulgated
        thereunder.

       

      “Service”
        shall mean the performance of services for the Company (or any Affiliate)
        by an
        Employee, Non-Employee Director, or Consultant, as determined by the
        Administrator in its sole discretion. Except as otherwise provided in this
        Plan,
        service shall not be considered interrupted in the case of: (i) a change of
        status (i.e.,
        from
        Employee to Consultant, Non-Employee Director to Consultant, or any other
        combination); (ii) transfers between locations of the Company or between
        the Company and any Affiliate; or (iii) a leave of absence approved by the
        Company or an Affiliate. A leave of absence approved by the Company or an
        Affiliate may include sick leave, military leave, or any other personal leave
        approved by an authorized representative of the Company or an Affiliate.
        

       

      “Service
        Provider” shall mean an Employee, Non-Employee Director, or Consultant.


       

      “Share”
        shall mean a share of Common Stock. 

       

      “Stock
        Award” shall mean a Restricted Stock Award or a Performance Stock Award.


       

      “Stock
        Award Agreement” shall mean a written agreement that evidences a Restricted
        Stock Award or Performance Stock Award in such form as the Administrator
        shall
        approve from time to time. 

       

      “Tax”
or
        “Taxes” shall mean the federal, state, and local income, employment and excise
        tax liabilities incurred by the Participant in connection with the Participant’s
        Awards. 

       

      “10%
        Shareholder” shall mean the owner of stock (as determined under
        Section 424(d) of the Code) possessing more than 10% of the total combined
        voting power of all classes of stock of the Company (or any Affiliate).


       

      “Termination
        Date” shall mean the date on which a Participant’s Service terminates, as
        determined by the Administrator in its sole discretion. 

       

      “Vesting
        Event” shall mean the earlier of: (i) the occurrence of a Change in
        Control; or (ii) the termination of a Participant’s Service (other than for
        Cause or other reasons or conditions specified in an Option Agreement or
        a Stock
        Award Agreement as conditions that would prevent a Vesting Event from occurring
        on or after termination) following the approval by the shareholders of the
        Company of any matter, plan or transaction which would constitute a Change
        in
        Control. 

       

      3. Administration
        of the Plan. 

       

      (a) Except
        as
        otherwise provided for below, the Plan shall be administered by (i) the
        Administrator or (ii) a Committee, which Committee shall be constituted to
        satisfy applicable laws. 

       

      (i) Section 162(m).    To
        the extent that the Administrator determines that it is desirable to qualify
        Awards as “performance-based compensation” 

       


      
        
           

        

        
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      within
        the meaning of Section 162(m), the Plan shall be administered by a
        Committee comprised solely of two or more “outside directors” within the meaning
        of Section 162(m). 

       

      (ii) Rule 16b-3.    To
        the extent desirable to qualify transactions hereunder as exempt under
        Rule 16b-3, the transactions contemplated hereunder shall be structured to
        satisfy the requirements for exemption under Rule 16b-3. 

       

      (b) Powers
        of the Administrator.    Subject
        to the provisions of the Plan and in the case of specific duties delegated
        by
        the Administrator, and subject to the approval of relevant authorities,
        including the approval, if required, of any stock exchange or national market
        system upon which the Common Stock is then listed, the Administrator shall
        have
        the authority, in its sole discretion: 

       

      (i) to
        determine the Fair Market Value of the Common Stock; 

       

      (ii) to
        select
        the Service Providers to whom Awards may, from time to time, be granted under
        the Plan; 

       

      (iii) to
        determine whether and to what extent Awards are granted under the Plan;


       

      (iv) to
        determine the number of Shares that pertain to each Award; 

       

      (v) to
        approve the terms of the Option Agreements and Stock Award Agreements;


       

      (vi) to
        determine the terms and conditions, not inconsistent with the terms of the
        Plan,
        of any Award. Such terms and conditions may include, but are not limited
        to, the
        Exercise Price, the status of an Option (Non-Statutory Stock Option or Incentive
        Stock Option), the time or times when Awards may be exercised, any vesting
        acceleration or waiver of forfeiture restrictions, and any restriction or
        limitation regarding any Award or the Shares relating thereto, based in each
        case on such factors as the Administrator, in its sole discretion, shall
        determine; 

       

      (vii) to
        cancel
        or amend any Award, subject to any required consent of the Optionee or Grantee;
        

       

      (viii) to
        determine the method of payment of the Exercise Price; 

       

      (ix) to
        delegate to others responsibilities to assist in administering the Plan;
        

       

      (x) to
        construe and interpret the terms of the Plan, Option Agreements, Stock Award
        Agreements, and any other documents related to the Awards; 

       


      
        
           

        

        
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      (xi) to
        interpret and administer the terms of the Plan to comply with all Tax rules
        and
        regulations; and 

       

      (xii) to
        adopt,
        alter and repeal such administrative rules, guidelines and practices governing
        the operation of the Plan as it shall from time to time deem advisable.


       

      (c) Effect
        of Administrator’s Decision.    All
        decisions, determinations, and interpretations of the Administrator shall
        be
        final and binding on all Participants and any other holders of any Awards.
        The
        Administrator’s decisions and determinations under the Plan need not be uniform
        and may be made selectively among Participants whether or not such Participants
        are similarly situated. 

       

      (d) Liability.    No
        director or member of the Committee shall be personally liable by reason
        of any
        contract or other instrument executed by such member or on his/her behalf
        in
        his/her capacity as a director or member of the Committee for any mistake
        of
        judgment made in good faith, and the Company shall indemnify and hold harmless
        each member of the Committee and each other employee, officer or director
        of the
        Company to whom any duty or power relating to the administration or
        interpretation of the Plan may be allocated or delegated, against any cost
        or
        expense (including counsel fees) or liability (including any sum paid in
        settlement of a claim) arising out of any act or omission to act in connection
        with the Plan unless arising out of such person’s own fraud or bad faith. The
        foregoing right of indemnification shall not be exclusive of any other rights
        of
        indemnification to which such persons may be entitled under the Company’s
        Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or
        any
        power the Company may have to indemnify them or hold them harmless.


       

      4. Stock
        Subject To The Plan.    

       

      (a) Basic
        Limitation.    The
        total number of Options and Stock Awards that may be awarded under the Plan
        may
        not exceed 250,000, subject to the adjustments provided for in Section 10
        of the Plan.

       

      (b) Additional
        Shares.    In
        the event that any outstanding Award expires or is canceled or otherwise
        terminated, the Shares that pertain to the unexercised Award shall again
        be
        available for the purposes of the Plan. In the event that Shares issued under
        the Plan are reacquired by the Company at their original purchase price,
        such
        Shares shall again be available for the purposes of the Plan, except that
        the
        aggregate number of Shares which may be issued upon the exercise of Incentive
        Stock Options shall in no event exceed 250,000 Shares, subject to the
        adjustments provided for in Section 10 of the Plan. 

       

      5. Eligibility.    The
        persons eligible to participate in the Plan shall be limited to Employees,
        Non-Employee Directors, and Consultants who have the potential to impact
        the
        long-term success of the Company and/or its Affiliates and who have been
        selected by the Administrator to participate in the Plan. 

       


      
        
           

        

        
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      6. Option
        Terms.    Each
        Option shall be evidenced by an Option Agreement, in the form approved by
        the
        Administrator and may contain such provisions as the Administrator deems
        appropriate; provided, however, that each Option Agreement shall comply with
        the
        terms specified below. Each Option Agreement evidencing an Incentive Stock
        Option shall, in addition, be subject to Section 7 below. 

       

      (a) Exercise
        Price.    

       

      (i) The
        Exercise Price of an Option shall be determined by the Administrator but
        shall
        not be less than 100% of the Fair Market Value of a Share on the Date of
        Grant
        of such Option. 

       

      (ii) Notwithstanding
        the foregoing, where the outstanding shares of stock of another corporation
        are
        changed into or exchanged for shares of Common Stock without monetary
        consideration to that other corporation, then, subject to the approval of
        the
        Board, Options may be granted in exchange for unexercised, unexpired stock
        options of the other corporation and the exercise price of the Optioned Shares
        subject to each Option so granted may be fixed at a price less than 100%
        of the
        Fair Market Value of the Common Stock at the time such Option is granted
        if said
        exercise price has been computed to be not less than the exercise price set
        forth in the stock option of the other corporation, with appropriate adjustment
        to reflect the exchange ratio of the shares of stock of the other corporation
        into the shares of Common Stock of the Company. 

       

      (iii) The
        consideration to be paid for the Shares to be issued upon exercise of an
        Option,
        including the method of payment, shall be determined by the Administrator
        and
        may consist entirely of (A) cash, (B) check, (C) Mature Shares,
        (D) Qualified Note, or (E) any combination of the foregoing methods of
        payment. The Administrator may also permit Optionees, either on a selective
        or
        aggregate basis, to simultaneously exercise Options and sell the shares of
        Common Stock thereby acquired, pursuant to a brokerage or similar arrangement,
        approved in advance by the Administrator, and use the proceeds from such
        sale as
        payment of part or all of the exercise price of such shares. Notwithstanding
        the
        foregoing, a method of payment may not be used if it causes the Company to:
        (A) recognize compensation expense for financial reporting purposes (unless
        waived by the Administrator); (B) violate the Sarbanes-Oxley Act of 2002 or
        any regulations adopted pursuant thereto; or (C) violate Regulation O,
        promulgated by the Board of Governors of the Federal Reserve System, as
        determined by the Administrator in its sole discretion. 

       

      (b) Vesting.    Any
        Option granted hereunder shall be exercisable and shall vest at such times
        and
        under such conditions as determined by the Administrator and set forth in
        the
        Option Agreement. An Option may not be exercised for a fraction of a Share.
        Notwithstanding anything herein to the contrary, upon the occurrence of a
        Vesting Event, an Option that is outstanding on the date of the Vesting Event
        with respect to such Option shall become exercisable on such date (whether
        or
        not previously vested). 

       


      
        
           

        

        
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      (c) Term
        of Options.    No
        Option shall have a term in excess of 10 years measured from the Date of
        Grant of such Option. 

       

      (d) Procedure
        for Exercise.    An
        Option shall be deemed to be exercised when written notice of such exercise
        has
        been given to the Administrator in accordance with the terms of the Option
        Agreement by the person entitled to exercise the Option and full payment
        of the
        applicable Exercise Price for the Share being exercised has been received
        by the
        Administrator. Full payment may, as authorized by the Administrator, consist
        of
        any consideration and method of payment allowable under Subsection
        (a)(iii) above. In the event of a cashless exercise, the broker shall not
        be deemed to be an agent of the Administrator. 

       

      (e) Effect
        of Termination of Service.
        The
        effect of termination of Service on an Option Award shall be as prescribed
        by
        the applicable Option Agreement; provided,
        that in
        the absence of provisions in the Option Agreement to the contrary, the
        provisions related to termination of Service applicable to Incentive Stock
        Options set forth in Section 7(e) of this Plan shall apply to each Stock
        Option.


       

      (f) Authority
        of Administrator.
        To the
        extent that the Company does not violate the Sarbanes-Oxley Act of 2002 or
        any
        regulations adopted pursuant thereto or Regulation O, promulgated by the
        Board of Governors of the Federal Reserve System (as determined by the
        Administrator in its sole discretion), the Administrator shall have complete
        discretion, exercisable either at the time an Option is granted or at any
        time
        while the Option remains outstanding, to: 

       

      (i) extend
        the period of time for which the Option is to remain exercisable following
        the
        Optionee’s cessation of Service from the limited exercise period otherwise in
        effect for that Option to such greater period of time as the Administrator
        shall
        deem appropriate, but in no event beyond the expiration of the Option term;
        and/or 

       

      (ii) permit
        the Option to be exercised, during the applicable post-Service exercise period,
        not only with respect to the number of vested Shares for which such Option
        is
        exercisable at the time of the Optionee’s cessation of Service but also with
        respect to one or more additional installments in which the Optionee would
        have
        vested had the Optionee continued in Service.

       

      (g) Shareholder
        Rights.    Until
        the issuance (as evidenced by the appropriate entry on the books of the Company
        or of a duly authorized transfer agent of the Company) of the stock certificate
        evidencing such Shares, no right to vote or receive dividends or any other
        rights as a shareholder shall exist with respect to the Optioned Stock,
        notwithstanding the exercise of the Option. The Company shall issue (or cause
        to
        be issued) such certificate (if certificated) promptly upon exercise of the
        Option. No adjustment will be made for a dividend or other right for which
        the
        record date is prior to the date of the issuance of the stock, except as
        provided in Section 10 below. 

       


      
        
           

        

        
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      (h) Non-transferability
        of Options.    Options
        may not be sold, pledged, assigned, hypothecated, transferred, or disposed
        of in
        any manner other than by will or by the laws of descent and distribution
        and may
        be exercised, during the lifetime of the Optionee, only by the Optionee.
        Notwithstanding the immediately preceding sentence, the Administrator may
        permit
        an Optionee to transfer any Option which is not an Incentive Stock Option
        to one
        or more of the Optionee’s immediate family members or to trusts established in
        whole or in part for the benefit of the Optionee and/or one or more of such
        immediate family members and the Administrator may permit an Optionee to
        transfer an Incentive Stock Option only if such transfer does not result
        in the
        Incentive Stock Option becoming a Non-Statutory Stock Option pursuant to
        the
        Code. 

       

      7. Incentive
        Stock Options.    The
        terms specified below shall be applicable to all Incentive Stock Options,
        and
        these terms shall, as to such Incentive Stock Options, supersede any conflicting
        terms in Section 6 above. Options which are specifically designated as
        Non-Statutory Stock Options when issued under the Plan shall not
        be
        subject to the terms of this Section.  The total number of Incentive Stock
        Options that may be awarded under the Plan may not exceed 250,000, subject
        to
        the adjustments provided for in Section 10 of the Plan.

       

      (a) Eligibility.    Incentive
        Stock Options may only be granted to Employees who have been selected by
        the
        Administrator. 

       

      (b) Exercise
        Price.    The
        Exercise Price of an Incentive Stock Option shall not be less than 100% of
        the
        Fair Market Value of a Share on the Date of Grant of such Option, except
        as
        otherwise provided for in Subsection (d) below. 

       

      (c) Dollar
        Limitation.    In
        the case of an Incentive Stock Option, the aggregate Fair Market Value of
        the
        Optioned Stock (determined as of the Date of Grant of each Option) with respect
        to Options granted to any Employee under the Plan (or any other option plan
        of
        the Company or any Affiliate) that may for the first time become exercisable
        as
        Incentive Stock Options during any one calendar year shall not exceed the
        sum of
        $100,000. To the extent the Employee holds two or more such Options which
        become
        exercisable for the first time in the same calendar year, the foregoing
        limitation on the exercisability of such Options as Incentive Stock Options
        shall be applied on the basis of the order in which such Options are granted.
        Any Options in excess of such limitation shall automatically be treated as
        Non-Statutory Stock Options. 

       

      (d) 10%
        Shareholder.    If
        any Employee to whom an Incentive Stock Option is granted is a 10% Shareholder,
        then the Exercise Price shall not be less than 110% of the Fair Market Value
        of
        a Share on the Date of Grant of such Option, and the Option term shall not
        exceed five years measured from the Date of Grant of such Option. 

       

      (e) Effect
        of Termination of Service.    

       

      (i) Termination
        of Service.    Upon
        termination of an Optionee’s Service, other than due to death or Disability, the
        Optionee may exercise his/her Option, but only on or prior to the date that
        is
        thirty (30) days following the Optionee’s Termination Date, and only to the
        extent that the Optionee was 

       


      
        
           

        

        
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      entitled
        to exercise such Option on the Termination Date (but in no event later than
        the
        expiration of the term of such Option, as set forth in the Notice of Stock
        Option Grant to the Option Agreement). If, on the Termination Date, the Optionee
        is not entitled to exercise the Optionee’s entire Option, the Shares covered by
        the unexercisable portion of the Option shall revert to the Plan. If, after
        termination of Service, the Optionee does not exercise his/her Option within
        the
        time specified herein, the Option shall terminate, and the Optioned Stock
        shall
        revert to the Plan. 

       

      (ii) Disability
        of Optionee.    In
        the event of termination of an Optionee’s Service due to his/her Disability, the
        Optionee may exercise his/her Option, but only on or prior to the date that
        is
        twelve (12) months following the Termination Date, and only to the extent
        that
        the Optionee was entitled to exercise such Option on the Termination Date
        (but
        in no event later than the expiration date of the term of his/her Option,
        as set
        forth in the Notice of Stock Option Grant to the Option Agreement). To the
        extent the Optionee is not entitled to exercise the Option on the Termination
        Date, or if the Optionee does not exercise the Option to the extent so entitled
        within the time specified herein, the Option shall terminate, and the Optioned
        Stock shall revert to the Plan. 

       

      (iii) Death
        of Optionee.    In
        the event that an Optionee should die while in Service, the Optionee’s Option
        may be exercised by the Optionee’s estate or by a person who has acquired the
        right to exercise the Option by bequest or inheritance, but only on or prior
        to
        the date that is twelve (12) months following the date of death, and only
        to the
        extent that the Optionee was entitled to exercise the Option at the date
        of
        death (but in no event later than the expiration date of the term of his/her
        Option, as set forth in the Notice of Stock Option Grant to the Option
        Agreement). If, at the time of death, the Optionee was not entitled to exercise
        his/her Option, the Shares covered by the unexercisable portion of the Option
        shall immediately revert to the Plan. If after death, the Optionee’s estate or a
        person who acquires the right to exercise the Option by bequest or inheritance
        does not exercise the Option within the time specified herein, the Option
        shall
        terminate, and the Optioned Stock shall revert to the Plan. 

       

      (f) Change
        in Status.    Notwithstanding
        the foregoing, in the event of an Optionee’s change of status from Employee to
        Consultant or to Non-Employee Director, an Incentive Stock Option held by
        the
        Optionee may, at the discretion of the Administrator, cease to be treated
        as an
        Incentive Stock Option and shall be treated for tax purposes as a Non-Statutory
        Stock Option three months and one day following such change of status.


       

      (g) Approved
        Leave of Absence.    Notwithstanding
        the foregoing, if an Optionee is on an approved leave of absence, and the
        Optionee’s reemployment upon expiration of such leave is not guaranteed by
        statute or contract, including Company policies, then on the date three months
        and one day after commencement of such leave any Incentive Stock Option held
        by
        the Optionee may, at the discretion of the 

       


      
        
           

        

        
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      Administrator,
        cease to be treated as an Incentive Stock Option and shall be treated for
        tax
        purposes as a Non-Statutory Stock Option. 

       

      8. Restricted
        Stock Award.    Each
        Restricted Stock Award shall be evidenced by a Stock Award Agreement, in
        the
        form approved by the Administrator and may contain such provisions as the
        Administrator deems appropriate; provided, however, such Stock Award Agreement
        shall comply with the terms specified below. 

       

      (a) Risk
        of Forfeiture.    

       

      (i) General
        Rule.    Shares
        issued pursuant to a Restricted Stock Award shall initially be subject to
        a Risk
        of Forfeiture. The Risk of Forfeiture shall be set forth in the Stock Award
        Agreement, and shall comply with the terms specified below. 

       

      (ii) Lapse
        of Risk of Forfeiture.    The
        Risk of Forfeiture shall lapse as the Grantee vests in the Granted Stock.
        The
        Grantee shall vest in the Granted Stock at such times and under such conditions
        as determined by the Administrator and set forth in the Stock Award Agreement.
        Notwithstanding the foregoing, upon the occurrence of a Vesting Event with
        respect to the Restricted Stock Award, the Grantee shall become 100% vested
        in
        those shares of Granted Stock that are outstanding on the date of the Vesting
        Event. 

       

      (iii) Forfeiture
        of Granted Stock.    Except
        as otherwise determined by the Administrator in its discretion, the Granted
        Stock that is subject to a Risk of Forfeiture shall automatically be forfeited
        and immediately returned to the Company on the Grantee’s Termination Date or the
        date on which the Administrator determines that any other conditions to the
        vesting of the Restricted Stock were not satisfied during the designated
        period
        of time. 

       

      (b) Rights
        as a Stockholder.    Subject
        to any contrary provision of a Stock Award Agreement, upon receipt of a
        Restricted Stock Award, the Grantee shall have the rights of a stockholder
        with
        respect to the voting of the Granted Stock and shall be entitled to dividends
        paid on the Granted Stock, subject to the conditions contained in the Stock
        Award Agreement. 

       

      (c) Dividends.
        The
        Stock Award Agreement may require or permit the immediate payment, waiver,
        deferral or investment of dividends paid on the Granted Stock. 

       

      (d) Non-transferability
        of Restricted Stock Award.    Prior
        to the lapse of all Risks of Forfeiture or any Vesting Event with respect
        to a
        Restricted Stock Award, Restricted Stock Awards may not be sold, pledged,
        assigned, hypothecated, transferred, or disposed of in any manner other than
        by
        will or by the laws of descent and distribution and any rights thereunder
        may be
        exercised, during the lifetime of the Grantee, only by the Grantee.
        Notwithstanding the immediately preceding sentence, the Administrator may
        permit
        a Grantee to transfer a Restricted Stock Award to one or more of the Grantee’s


       


      
        
           

        

        
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      immediate
        family members or to trusts established in whole or in part for the benefit
        of
        the Grantee and/or one or more of such immediate family members. 

       

      9. Performance
        Stock Award.    Each
        Performance Stock Award shall be evidenced by a Stock Award Agreement, in
        the
        form approved by the Administrator, and may contain such provisions as the
        Administrator deems appropriate; provided, however, such Stock Award Agreement
        shall comply with the terms specified below. 

       

      (a) Risk
        of Forfeiture.    

       

      (i) General
        Rule.    Shares
        issued pursuant to a Performance Stock Award shall initially be subject to
        a
        Risk of Forfeiture. The Risk of Forfeiture shall be set forth in the Stock
        Award
        Agreement, and shall comply with the terms specified below. 

       

      (ii) Lapse
        of Risk of Forfeiture.    The
        Risk of Forfeiture shall lapse as the Grantee vests in the Granted Stock.
        The
        Grantee shall vest in the Granted Stock at such times and under such conditions
        as determined by the Administrator and set forth in the Stock Award Agreement,
        which shall generally be determined according to the achievement or occurrence
        of specified performance goals, objectives, targets or criteria set forth
        in the
        Stock Award Agreement. Notwithstanding the foregoing, upon the occurrence
        of a
        Vesting Event with respect to a Performance Stock Award, the Grantee shall
        become 100% vested in those shares of Granted Stock that are outstanding
        on the
        date of the Vesting Event. 

       

      (iii) Forfeiture
        of Granted Stock.    Except
        as otherwise determined by the Administrator in its discretion, the Granted
        Stock that is subject to a Risk of Forfeiture shall automatically be forfeited
        and immediately returned to the Company on the Grantee’s Termination Date or the
        date on which the Administrator determines that any other conditions to the
        vesting of the Performance Stock Award, including performance goals, were
        not
        satisfied during the designated period of time. 

       

      (b) Rights
        as a Stockholder.    Subject
        to any contrary provisions of the Performance Stock Award Agreement, upon
        the
        lapsing of the Risk of Forfeiture with respect to all or a portion of a
        Performance Stock Award and after the issuance and release to the Grantee
        of the
        underlying Shares, the Grantee shall have the rights of a stockholder with
        respect to the voting of the Granted Stock and dividends paid on the Granted
        Stock, subject to the conditions contained in the Stock Award Agreement.
        

       

      (c) Dividends.
        The
        Stock Award Agreement may require or permit the immediate payment, waiver,
        deferral or investment of dividends paid on Granted Stock. 

       

      (d) Non-transferability
        of Performance Stock Award.    Prior
        to the lapse of all Risks of Forfeiture or any Vesting Event with respect
        to a
        Performance Stock Award, Performance Stock Awards may not be sold, pledged,
        assigned, hypothecated, transferred, or disposed of in any manner other than
        by
        will or by the laws of descent and 

       


      
        
           

        

        
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      distribution
        and any rights thereunder may be exercised, during the lifetime of the Grantee,
        only by the Grantee. Notwithstanding the immediately preceding sentence,
        the
        Administrator may permit a Grantee to transfer a Performance Stock Award
        to one
        or more of the Grantee’s immediate family members or to trusts established in
        whole or in part for the benefit of the Grantee and/or one or more of such
        immediate family members. 

       

      10. Adjustments
        Upon Changes in Capitalization.    

       

      (a) Changes
        in Capitalization.    The
        limitations set forth in the Plan, the number or type of Shares issuable
        under
        the Plan and that pertain to each outstanding Award, and the Exercise Price
        of
        each Option shall be proportionately adjusted for any increase or decrease
        in
        the number of issued and outstanding Shares, a change in terms of Shares,
        or
        exchange of Shares resulting from a stock split, reverse stock split, stock
        dividend, recapitalization, combination or reclassification of the Common
        Stock,
        merger, share exchange, or any other increase or decrease in the number of
        issued and outstanding Shares that is effected without the receipt of
        consideration by the Company. Such adjustment shall be made by the
        Administrator, to the extent possible, so that the adjustment shall not result
        in an accounting consequence under then applicable accounting principles,
        opinions and guidelines and so that the adjustment shall not result in any
        taxes
        to the Company or the Participant. The Administrator’s determination with
        respect to the adjustment shall be final, binding, and conclusive. 

       

      (b) Dissolution
        or Liquidation.    In
        the event of the proposed dissolution or liquidation of the Company, the
        Administrator shall notify each Participant as soon as practicable prior
        to the
        effective date of such proposed transaction. In such event, the Administrator,
        in its discretion, may provide for a Participant to fully vest in his/her
        Option, and the Risk of Forfeiture to lapse on his/her Granted Stock. To
        the
        extent it has not been previously exercised, an Award will terminate upon
        termination or liquidation of the Company. 

       

      11. Share
        Escrow/Legends.    Unvested
        Shares issued under the Plan may, in the Administrator’s discretion, be held in
        escrow by the Company until the Participant’s interest in such Shares vests or
        may be issued directly to the Participant with restrictive legends on the
        certificates evidencing those unvested Shares. 

       

      12. Tax
        Withholding.    

       

      (a) For
        corporate purposes, the Company’s obligation to deliver Shares upon the exercise
        of Options, or deliver Shares or remove any restrictive legends upon vesting
        of
        such Shares under the Plan shall be subject to the satisfaction of all
        applicable federal, state and local income and employment tax withholding
        requirements. 

       

      (b) To
        the
        extent permitted under the Sarbanes-Oxley Act of 2002 and the regulations
        adopted pursuant thereto, the Administrator may, in its discretion, provide
        any
        or all holders of Non-Statutory Stock Options, or unvested Shares under the
        Plan
        with the right to use previously vested Shares in satisfaction of all or
        part of
        the Taxes incurred by such holders in connection with the exercise of their
        Non-Statutory Stock 

       


      
        
           

        

        
          14

          
            

          

        

        
           

        

      


      Options,
        or the vesting of their Shares; provided, however, that this form of payment
        shall be limited to the withholding amount calculated using the minimum
        statutory rates. Such right may be provided to any such holder in either
        or both
        of the following formats: 

       

      (i) Stock
        Withholding:    The
        election to have the Company withhold, from the Shares otherwise issuable
        upon
        the exercise of such Non-Statutory Stock Option, or the vesting of such Shares,
        a portion of those Shares with an aggregate Fair Market Value equal to the
        Taxes
        calculated using the minimum statutory withholding rates. 

       

      (ii) Stock
        Delivery:    The
        election to deliver to the Company, at the time the Non-Statutory Stock Option
        is exercised or the Shares vest, one or more Shares previously acquired by
        such
        holder (other than in connection with the Option exercise, or Share vesting
        triggering the Taxes) with an aggregate Fair Market Value equal to the Taxes
        calculated using the minimum statutory rates. 

       

      13. Effective
        Date and Term of the Plan.    The
        Plan was adopted by the Board on August 29, 2005, subject to approval by
        the
        Company’s shareholders. Unless sooner terminated by the Administrator, the Plan
        shall continue until August 29, 2015. When the Plan terminates, no Awards
        shall
        be granted under the Plan thereafter. The termination of the Plan shall not
        affect any Shares previously issued or any Award previously granted under
        the
        Plan. 

       

      14. Time
        of Granting Awards.    The
        Date of Grant of an Award shall, for all purposes, be the date on which the
        Administrator makes the determination to grant such Award, or such other
        date as
        determined by the Administrator; provided, however, that any Award granted
        prior
        to the date on which the Plan is approved by the Company’s shareholders shall be
        subject to the shareholders’ approval of the Plan. Notice of the determination
        shall be given to each Service Provider to whom an Award is so granted within
        a
        reasonable period of time after the date of such grant. 

       

      15. Amendment
        and Termination of the Plan and
        Awards.    

       

      (a) Amendment
        and Termination.    The
        Board may at any time amend, alter, suspend, or discontinue the Plan, but
        no
        amendment, alteration, suspension, or discontinuation shall be made which
        would
        impair the rights of any Participant under any grant theretofore made without
        the Participant’s consent. In addition, to the extent necessary and desirable to
        comply with Section 422 of the Code and Section 162(m) (or any other
        applicable law or regulation, including the requirements of any stock exchange
        or national market system upon which the Common Stock is then listed), the
        Company shall obtain shareholder approval of any Plan amendment in such a
        manner
        and to such a degree as required. 

       

      (b) Effect
        of Amendment and Termination.    Any
        such amendment or termination of the Plan shall not affect Awards already
        granted, and such Awards shall remain in full force and effect as if this
        Plan
        had not been amended or terminated. Except for any amendment to correct a
        defect, error or omission, any amendment of an Award 

       


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


      must
        be
        mutually agreed between the Participant and the Administrator, which agreement
        must be in writing and signed by the Participant and the Company. 

       

      (c) Section
        409A.    Notwithstanding
        the foregoing limitations on amendment, in the event the Board determines
        that
        Section 409A applies to this Plan and/or any Award, Stock Option Agreement
        or Stock Award Agreement, then the Board may amend this Plan and/or any Award,
        Stock Option Agreement or Stock Award Agreement in order to comply with the
        terms of Section 409A and each Participant shall take such action and
        execute such amendments as the Board requests in that regard.

       

      16. Regulatory
        Approvals.    

       

      (a) The
        implementation of the Plan, the granting of any Awards and the issuance of
        any
        Shares upon the exercise of any granted Awards shall be subject to the Company’s
        procurement of all approvals and permits required by regulatory authorities
        having jurisdiction over the Plan, the Awards granted under it, and the Shares
        issued pursuant to it. 

       

      (b) No
        Shares
        or other assets shall be issued or delivered under the Plan unless and until
        there shall have been compliance with all applicable requirements of federal
        and
        state securities laws, including the filing and effectiveness of the
        Form S-8 registration statement (if required) for the Shares issuable under
        the Plan, and all applicable listing requirements of any stock exchange (or
        the
        Nasdaq Stock Market, if applicable) on which the Common Stock is then listed
        for
        trading (if any). 

       

      17. No
        Employment/Service Rights.    Nothing
        in the Plan shall confer upon the Participant any right to continue in Service
        for any period of specific duration or interfere with or otherwise restrict
        in
        any way the rights of the Company (or any Affiliate employing or retaining
        such
        person) or of the Participant, which rights are hereby expressly reserved
        by
        each, to terminate such person’s Service at any time for any reason, with or
        without cause. 

       

      18. Governing
        Law.    This
        Plan shall be governed by Indiana law, applied without regard to conflict
        of
        laws principles. 

       

      19. Special
        Provisions Applicable To Covered
        Employees.    Awards
        to
        Covered Employees (as defined in subparagraph (j), below) shall be governed
        by
        the conditions of this Section in addition to the requirements of the other
        Sections of this Plan. Should conditions set forth under this Section conflict
        with the requirements of the other Sections of this Plan, the conditions
        of this
        Section shall prevail. 

       

      (a) All
        Performance Goals (as defined in subparagraph (h), below) related to the
        Performance Criteria (as defined in subparagraph (g), below) for a relevant
        Performance Period (as defined in subparagraph (i), below) shall be established
        by the Committee for each Covered Employee in writing prior to the beginning
        of
        the Performance Period, or by such other later date for the Performance Period
        as may be permitted under Section 162(m). 

       


      
        
           

        

        
          16

          
            

          

        

        
           

        

      


      (b) The
        Performance Goals shall be objective and shall satisfy third party “objectivity”
standards under Section 162(m), and the regulations promulgated thereunder.
        

       

      (c) The
        Performance Goals shall not allow for any discretion by the Committee as
        to an
        increase in any Stock Award, but discretion to lower a Stock Award is
        permissible. 

       

      (d) Each
        Stock Award and payment of any Stock Award shall be contingent upon the
        attainment of the Performance Goals that are applicable to such Stock Award.
        The
        Committee shall certify in writing prior to payment of any such Stock Award
        that
        such applicable Performance Criteria have been satisfied. Written resolutions
        adopted by the Committee may be used for this purpose. 

       

      (e) The
        total
        number of Options and Stock Awards that may be awarded under the Plan to
        any
        Covered Employee in any taxable year may not exceed 125,000 shares, subject
        to
        adjustments provided for in Section 10 of the Plan. 

       

      (f) All
        Awards under this Plan to Covered Employees or to other Participants who
        may
        become Covered Employees at a relevant future date shall be further subject
        to
        such other conditions, restrictions, and requirements as the Committee may
        determine to be necessary to carry out the purposes of this Section which
        is to
        avoid the loss of deductions by the Company under Section 162(m). 

       

      (g) “Performance
        Criteria” means any of the following areas of performance of the Company, or any
        Affiliate, as determined under U.S. Generally accepted accounting principles
        or
        as publicly reported by the Company (determined either in absolute terms
        or
        relative to the performance of one or more similarly situated companies or
        a
        published index covering the performance of a number of companies): net income;
        return on average assets (“ROA”); cash ROA; return on average equity (“ROE”);
        cash ROE; earnings per share (“EPS”); cash EPS; stock price; and efficiency
        ratio.

       

      (h) “Performance
        Goal” means an objectively determinable performance goal established by the
        Committee with respect to a given Award that, if the Award is intended to
        comply
        with the requirements of Section 162(m), relates to one or more Performance
        Criteria. Performance Goals may be established on a Company-wide basis or
        with
        respect to one or more business units or divisions. When establishing
        Performance Goals, the Committee may exclude any or all “extraordinary items” as
        determined under U.S. generally accepted accounting principles including,
        without limitation, the charges or costs associated with restructurings of
        the
        Company, discontinued operations, other unusual or non-recurring items, and
        the
        cumulative effects of accounting changes.

       

      (i) “Performance
        Period” means a period of one or more years, not in excess of 10 years,
        established by the Committee, for which the Performance Criteria shall be
        determined for purposes of determining the amount or vesting of a Stock Award.
        Performance Periods may, but are not required to, have overlapping
        years.

       


      
        
           

        

        
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      (j) “Covered
        Employee” means a Participant who is a “covered employee” as defined in Section
        162(m)(3) of the Code and the regulations promulgated thereunder.

       

      18