Exhibit 10(ax)





Exhibit 10(ax)




OLD NATIONAL BANCORP

2008 INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT




THIS AWARD AGREEMENT (the “Agreement”), made and executed as of January 27, 2011 (the “Grant
Date”), between Old National Bancorp, an Indiana corporation (the “Company”), and _____, an
officer or employee of the Company or one of its Affiliates (the “Participant”).



WITNESSETH:




WHEREAS, the Company has adopted the Old National Bancorp 2008 Incentive Compensation Plan
(the “Plan”) to further the growth and financial success of the Company and its Affiliates by
aligning the interests of Participants, through the ownership of Shares and through other
incentives, with the interests of the Company’s shareholders, to provide Participants with an
incentive for excellence in individual performance and to promote teamwork among Participants; and



WHEREAS, it is the view of the Company that this goal can be achieved by granting Restricted
Stock to eligible officers and other key employees; and



WHEREAS, the Participant has been designated by the Compensation Committee as an individual to
whom Restricted Stock should be granted as determined from the duties performed, the initiative and
industry of the Participant and his or her potential contribution to the future development, growth
and prosperity of the Company;



NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Company and the Participant agree as follows:



1. Award of Restricted Stock. The Company hereby awards to the Participant
 _____ 

Shares
of Restricted Stock (hereinafter, the “Restricted Stock”), subject to the terms and conditions of
this Agreement, the Plan and the Company’s Stock Ownership Guidelines. All provisions of the Plan,
including defined terms, are incorporated herein and expressly made a part of this Agreement by
reference. The Participant hereby acknowledges that he or she has received a copy of the Plan.



2. Period of Restriction. The Period of Restriction shall begin on the Grant Date and
lapse, except as otherwise provided in Sections 3 and 4 of this Agreement, as follows:



	 	 	 	 	 
	 	 	Percent of Restricted Stock	 
	Effective Date	 	Awarded	 
	February 1, 2011
	 	 	33.3	%
	February 1, 2012
	 	 	33.3	%
	February 1, 2013
	 	 	33.4	%






3. Change in Control. If a Change in Control occurs during the Period of Restriction and
the Participant is terminated without “cause” or the Participant terminates for “Good Reason”
following the Change in Control, then the Period of Restriction set forth in Section 2 shall lapse.
However, if a Change in Control occurs during the Period of Restriction and the Participant
continues as an employee of the Company or its successor following the Change in Control, then the
Period of Restriction shall continue to lapse at the times specified in Section 2 of this
Agreement.



 


 









 





4. Termination of Service. Notwithstanding any other provision of this Agreement, in the
event of the Participant’s Termination of Service due to death, Disability or Retirement, the
following shall apply:




	 	(a)	 	If the Participant’s Termination of Service is due to death,
the Period of Restriction shall lapse, effective as of the date of death.
	 
	 	(b)	 	If the Participant’s Termination of Service is due to
Disability or Retirement, he or she shall continue to be treated as a
Participant and the Period of Restriction shall lapse at the time specified in
Section 2 of this Agreement; provided, however, that if the Participant dies
prior to the end of the Period of Restriction, then the provisions of
subsection (a) of this Section 4 shall apply.





Unless otherwise determined by the Committee in its sole discretion, in the event of the
Participant’s Termination of Service for any other reason, the Shares of Restricted Stock shall be
forfeited effective as of the date of the Participant’s Termination of Service.



5. Dividends on Restricted Stock. During the Period of Restriction, the Participant
shall be entitled to receive any cash dividends paid with respect to the Shares of Restricted Stock
regardless of whether the Period of Restriction has not lapsed. All stock dividends paid with
respect to Shares of Restricted Stock shall be (a) added to the Restricted Stock, and (b) subject
to all of the terms and conditions of this Agreement and the Plan.



6. Voting Rights. During the Period of Restriction, the Participant may exercise all
voting rights with respect to the Shares of Restricted Stock as if he or she is the owner thereof.



7. Participant’s Representations. The Participant represents to the Company that:




	 	(a)	 	The terms and arrangements relating to the grant of Restricted
Stock and the offer thereof have been arrived at or made through direct
communication with the Company or person acting in its behalf and the
Participant;






	 	(b)	 	The Participant has received a balance sheet and income
statement of the Company and as an officer or key employee of the Company:






	 	(i)	 	is thoroughly familiar with the Company’s
business affairs and financial condition and
	 
	 	(ii)	 	has been provided with or has access to such
information (and has such knowledge and experience in financial and
business matters that the Participant is capable of utilizing such
information) as is necessary to evaluate the risks, and make an
informed investment decision with respect to, the grant of Restricted
Stock; and






	 	(c)	 	The Restricted Stock is being acquired in good faith for
investment purposes and not with a view to, or for sale in connection with, any
distribution thereof.





8. Income and Employment Tax Withholding. All required federal, state, city and local
income and employment taxes which arise on the lapse of the Period of Restriction shall be
satisfied through the (a) withholding of Shares required to be issued under Section 11, or (b)
tendering by the Participant to the Company of Shares which are owned by the Participant, as
described in Section 14.02 of the Plan. The Fair Market Value of the Shares to be tendered shall
be equal to the dollar amount of the Company’s aggregate withholding tax obligations, calculated as
of the day prior to the day on which the Period of Restriction ends.



 


2









 





9. Nontransferability. Until the end of the Period of Restriction, the Restricted Stock
cannot be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted, alienated,
hypothecated, pledged or otherwise disposed of, whether by operation of law, whether voluntarily or
involuntarily or otherwise, other than by will or by the laws of descent and distribution, or (ii)
subject to execution, attachment, or similar process. Any attempted or purported transfer of
Restricted Stock in contravention of this Section 9 or the Plan shall be null and void ab initio
and of no force or effect whatsoever.



10. Issuance of Shares. At or within a reasonable period of time (and not more than 30
days) following execution of this Agreement, the Company will issue, in book entry form, the Shares
representing the Restricted Stock. As soon as administratively practicable following the date on
which the Period of Restriction lapses, the Company will issue to the Participant or his or her
Beneficiary the number of Shares of Restricted Stock specified in Section 1. In the event of the
Participant’s death before the Shares are issued, such stock certificate will be issued to the
Participant’s Beneficiary or estate in accordance with Section 9.07(d) of the Plan.
Notwithstanding the foregoing provisions of this Section 10, the Company will not be required to
issue or deliver any certificates for Shares prior to (i) completing any registration or other
qualification of the Shares, which the Company deems necessary or advisable under any federal or
state law or under the rulings or regulations of the Securities and Exchange Commission or any
other governmental regulatory body; and (ii) obtaining any approval or other clearance from any
federal or state governmental agency or body, which the Company determines to be necessary or
advisable. The Company has no obligation to obtain the fulfillment of the conditions specified in
the preceding sentence. As a further condition to the issuance of certificates for the Shares, the
Company may require the making of any representation or warranty which the Company deems necessary
or advisable under any applicable law or regulation. Under no circumstances shall the Company
delay the issuance of shares pursuant to this Section to a date that is later than 2-1/2 months
after the end of the calendar year in which the Period of Restriction lapses, unless issuance of
the shares would violate federal securities law or other applicable law, in which case the Company
shall issue such shares as soon as administratively feasible (and not more than 30 days) after such
issuance would no longer violate such laws.



11. Mitigation of Excise Tax. Except to the extent otherwise provided in a written
agreement between the Company and the Participant, the Restricted Stock issued hereunder is subject
to reduction by the Committee for the reasons specified in Section 13.01 of the Plan.



12. Participant’s Representations. The Participant agrees that, if he or she is a
member of the Company’s Executive Leadership Group at the time a Period of Restriction lapses, and
if at the time the Period of Restriction lapses, he or she has not satisfied the Company’s Stock
Ownership guidelines, the Participant will continue to hold the Shares received (net of taxes)
following the lapse until such time as the Participant has satisfied the Company’s Stock Ownership
requirement.



13. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company
and its Affiliates (and their respective directors, officers and employees), and the Committee,
from and against any and all losses, claims, damages, liabilities and expenses based upon or
arising out of the incorrectness or alleged incorrectness of any representation made by Participant
to the Company or any failure on the part of the Participant to perform any agreements contained
herein. The Participant hereby further agrees to release and hold harmless the Company and its
Affiliates (and their respective directors, officers and employees) from and against any tax
liability, including without limitation, interest and penalties, incurred by the Participant in
connection with his or her participation in the Plan.



14. Financial Information. The Company hereby undertakes to deliver to the Participant,
at such time as they become available and so long as the Period of Restriction has not lapsed and
the Restricted Stock has not been forfeited, a balance sheet and income statement of the Company
with respect to any fiscal year of the Company ending on or after the date of this Agreement.



15. Changes in Shares. In the event of any change in the Shares, as described in Section
4.04 of the Plan, the Committee will make appropriate adjustment or substitution in the Shares of
Restricted
Stock, all as provided in the Plan. The Committee’s determination in this respect will be
final and binding upon all parties.



 


3









 





16. Effect of Headings and Defined Terms. The descriptive headings of the Sections and,
where applicable, subsections, of this Agreement are inserted for convenience and identification
only and do not constitute a part of this Agreement for purposes of interpretation. Unless
otherwise stated, terms used in this Agreement will have the same meaning as specified in the
Employment Agreement or Severance and Change in Control Agreement entered into with the Participant.



17. Controlling Laws. Except to the extent superseded by the laws of the United States,
the laws of the State of Indiana, without reference to the choice of law principles thereof, shall
be controlling in all matters relating to this Agreement.



18. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of
which will be deemed an original, but all of which collectively will constitute one and the same
instrument.



IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the
Participant, have caused this Restricted Stock Award Agreement to be executed as of the day and
year first above written.



PARTICIPANT




	 	 	 	 	 	 	 	 	 
	Accepted by:

	 	 	 	Date:	 	 	 	 
	 

	 	 

«EXECUTIVE»
	 	 	 	 

	 	 






OLD NATIONAL BANCORP




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Kendra L. Vanzo
	 	 
	 

	 	EVP, Chief Human Resources Officer	 	 
	 

	 	Old National Bancorp	 	 







 


4