exv10w5



 




Exhibit 10.5

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (“Agreement”) has been entered into as of the      day of      ,
200     , between Integra Bank Corporation, an Indiana corporation (the “Company”), and      , an employee
of the Company or one of the Company’s subsidiaries (“Participant”), pursuant to the Company’s 2007 Equity Incentive
Plan (the “Plan”).



WHEREAS, the committee of the Board of Directors of the Company appointed to administer the Plan (the “Committee”)
has determined to grant to Participant an option to purchase shares of the Company’s common stock pursuant to the terms
and conditions as provided in the Plan and this Agreement; and



WHEREAS, the Company and Participant desire to set forth the terms and conditions of the option;



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Company
and the Participant agree as follows:



1. Grant of Option and Exercise Price. Subject to the terms and conditions stated in the Plan and this
Agreement as of            , 200     (the “Date of Grant”), the Committee has granted to Participant an option (the
“Option”) to purchase      shares of the Company’s common stock (the “Shares”) at an exercise price per Share equal
to $     (the “Exercise Price”). The Option is also expressly subject to and conditioned upon Participant’s
compliance with the accompanying letter agreement.



2. Nonqualified Stock Option. The Option is not intended to qualify as an incentive stock option under
Section 422 of the Code (as defined in the Plan).



3. Exercise of Option. The Option shall become exercisable as follows or on such earlier date as provided
in the Plan:      of the Shares subject to this Option shall be exercisable      years from the Date of Grant; and
     of the Shares subject to this Option shall be exercisable      years from the Date of Grant.



4. Term of Option. Unless sooner terminated as provided in this Agreement or the Plan, the Option shall
expire ten years from the Date of Grant.



5. Method of Exercise. The Participant may exercise the Option in the manner stated in the Plan.



6. Delivery and Registration of the Shares. The Company shall not be required to deliver any Shares upon
exercise of the Option prior to (a) the admission of the Shares for listing on any stock exchange or system on which
the Shares may then be listed, and (b) the completion of registration or other qualification of the Shares under any
state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.


 


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7. Plan Controlling. The Option and the terms and conditions set forth in this Agreement are subject in
all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of
the Committee shall be binding and conclusive upon the Participant and his or her legal representatives.



8. Qualification of Rights. Neither this Agreement nor the existence of the Option shall be construed as
giving the Participant any right (a) to be retained as an employee of the Company or any of its subsidiaries; or (b) as
a shareholder with respect to the Shares until the certificates for the Shares have been issued and delivered to the
Participant.



9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of Indiana.



10. Notices. All notices and other communications required or permitted under this Agreement shall be
written and shall be delivered personally or sent by registered or certified first-class mail, postage prepaid and
return receipt required, addressed as follows: if to the Company, to the Company’s executive offices in Evansville,
Indiana, and if to the Participant or his or her successor, to the address last furnished by the Participant to the
Company. Each notice and communication shall be deemed to have been given when received by the Company or the
Participant.



11. Transferability. During the Participant’s lifetime, the Option shall be exercisable only by the
Participant or any guardian or legal representative of the Participant, and the Option shall not be transferable
except: (a) in case of the death of the Participant, by will or the laws of descent and distribution, (b) pursuant to a
“qualified domestic relations order” (within the meaning of Section 414(p) of the Code and the rules and regulations
promulgated thereunder), or (c) to (i) any members of the Participant’s Immediate Family, (ii) a trust for the
exclusive benefit of the Participant’s Immediate Family or (iii) a partnership, the sole owners of which are one or
more members of the Participant’s Immediate Family. The term “Immediate Family” shall mean the Participant’s spouse,
parents, children, stepchildren, grandchildren and legal dependents (and for this purpose, shall also include the
Participant). The Option shall not be subject to attachment, execution or similar process, and may not be transferred
by any recipient described in the preceding sentences except to any member of the Participant’s Immediate Family.



12. Representations and Warranties of Participant. The Participant represents and warrants to the Company
that he or she has received and reviewed a copy of the Plan.



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IN WITNESS WHEREOF, the Company and Participant have executed this Agreement as of the date first written above.



INTEGRA BANK CORPORATION



By:                                                                                   

Michael T. Vea, Chairman of the Board, President

and Chief Executive Officer


 


[Signature of Participant]                                              





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[Form of Letter Agreement]

Dear



From time to time, the Compensation Committee of the Board of Directors of Integra Bank Corporation grants awards to
certain key employees of Integra Bank Corporation and its subsidiaries or affiliates (collectively, the “Company”) as a
means of rewarding their special efforts. It is a pleasure to inform you that you (the “Employee”) have been granted
an award in accordance with the Company’s 2007 Equity Incentive Plan (the “Plan”). The details of the award are
contained in the accompanying award agreement. The award under the Plan is conditioned on the Employee executing and
returning a copy of this letter (the “Agreement”) to Gretchen Dunn within thirty days of the date of this Agreement.



1. Employment. Pursuant to the terms and conditions of this Agreement, the Company agrees to employ or to
continue to employ Employee and Employee agrees to be employed or to continue to be employed by the Company. The
Company and Employee acknowledge and agree that Employee’s employment is on an at-will basis, and, accordingly, either
the Company or Employee may terminate the employment relationship at any time for any reason, or no reason whatsoever,
with or without cause, and without advance notice.



2. Company Property. Employee acknowledges and agrees that all tangible materials, equipment, documents, copies
of documents, data compilations (in whatever form), and electronically created or stored materials that Employee
receives or makes in the course of his/her employment with the Company are and shall remain the property of the
Company, and Employee shall immediately return such property to the Company upon the Company’s request or upon
termination of Employee’s employment with the Company



3. Non-Disclosure of Confidential Information. As used in this Agreement, the term “Confidential Information”
means any and all of the Company’s trade secrets, confidential and proprietary information and all other non-public
information and data about the Company and its business, including, without limitation, lists of customers, information
pertaining to customers, marketing plans and strategies, pricing information, cost information, research and
development information, business plans, financial information, personnel information and information about prospective
customers or prospective products and services, whether or not reduced to writing or other tangible medium of
expression, including work product created by Employee in rendering services for the Company. During Employee’s
employment with the Company and thereafter, Employee will not use or disclose to others any of the Confidential
Information, except as authorized in writing by the Company or in the normal performance of work assigned to Employee
by the Company. Employee agrees that the Company owns the Confidential Information and Employee has no rights, title
or interest in any of the Confidential Information. Employee will abide by the Company’s policies protecting the
Confidential Information. At the Company’s request or upon termination of Employee’s employment with the Company,
Employee will immediately deliver to the Company any and all materials (including copies and electronically stored
data) containing any Confidential Information in Employee’s possession, custody or control. Employee’s confidentiality
obligations shall continue as long as the Confidential Information remains confidential, and shall not apply to
information that becomes generally known to the public through no fault or action of Employee.



4. Restrictive Covenants.



a. During Employee’s employment with the Company and for a period of twelve (12) months immediately after
the termination of such employment, Employee will not provide, sell, market or attempt to provide, sell or
market (i) any loans, credit facilities or lending services that are intended to refinance or otherwise replace, in whole or in part, any loans, credit facilities or
lending services provided by the Company to any of the Company’s customers or (ii) any loans, credit
facilities or lending services to any of the Company’s customers if the Company is engaged or has been engaged
in negotiations or discussions (including, but not limited to, any negotiations or discussions that have
resulted in the submission of a term sheet, commitment letter, loan proposal, loan application or similar
documentation) with such customer for the provision of any similar loans, credit facilities or lending
services at any time during the twelve (12) months immediately preceding the termination of Employee’s
employment with the Company or (iii) any depositary accounts or cash management services that replace or
transfer, in whole or in part, similar accounts or services provided by the Company at any time during the
twelve (12) months immediately preceding termination.



b. During Employee’s employment with the Company and for a period of twelve (12) months immediately after
the termination of such employment, Employee will not solicit, recruit, hire, employ or attempt to hire or
employ, or assist anyone in the recruitment or hiring of, any person who is an employee of the Company, or
otherwise urge, induce or seek to induce any person to terminate his/her employment with the Company.



5. Governing Law; Choice of Forum. The Company and Employee acknowledge and agree that this Agreement shall be
interpreted and enforced in accordance with the laws of the State of Indiana, notwithstanding any state’s choice-of-law
rules to the contrary. The Company and Employee further acknowledge and agree that this Agreement is intended, among
other things, to supplement the provisions of the Uniform Trade Secrets Act, as amended from time to time, and the
duties Employee owes to the Company under the common law, including, but not limited to, the duty of loyalty. The
parties agree that any legal action relating to this Agreement shall be commenced and maintained exclusively before any
appropriate state court of record in Vanderburgh County, Indiana, or the United States District Court for the Southern
District of Indiana, Evansville Division; further, the parties hereby submit to the jurisdiction and venue of such
courts and waive any right to challenge or otherwise object to personal jurisdiction or venue in any action commenced
or maintained in such courts.



6. Remedies. Employee recognizes that a breach or threatened breach by Employee of this Agreement will give rise
to irreparable injury to the Company and that money damages will not be adequate relief for such injury, and,
accordingly, agrees that the Company shall be entitled to obtain injunctive relief without having to post any bond or
other security, to restrain or prohibit such breach or threatened breach, in addition to any other legal remedies which
may be available, including without limitation the recovery of monetary damages from Employee. In addition, the
Company shall be entitled to recover from Employee all litigation costs and attorneys’ fees incurred by the Company in
any action or proceeding relating to this Agreement in which the Company prevails.



 

 


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7. Survival of Obligations. Employee acknowledges and agrees that certain of Employee’s obligations under this
Agreement, including, without limitation, Employee’s non-disclosure and restrictive covenant obligations, shall survive
the termination of Employee’s employment with the Company. Employee further acknowledges and agrees that Employee’s
non-disclosure and restrictive covenants set forth in Sections 3 and 4 shall be construed as independent covenants and
that no breach of any contractual or legal duty by the Company shall be held sufficient to excuse or terminate
Employee’s obligations under Sections 3 and 4 or to preclude the Company from obtaining injunctive relief for
Employee’s violation or threatened violation of such covenants.

Sincerely,



Michael T. Vea


Chairman, President and


Chief Executive Officer



AGREED TO:

 


Signature                                          

 


Printed                                              



Dated:            , 200     



 

 


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