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Agreement Concerning Stock Options

This is an actual contract by 1ST Independence Financial Group,.

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Sectors: Banking
Governing Law: Indiana, View Indiana State Laws
Effective Date: January 01, 2004
Related Agreement Types:
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Agreement Concerning Stock Options

This Agreement Concerning Stock Options ("Agreement") is made and executed as of the ____ day of ______________, 2008, by and between ____________ , an individual (the "Option Holder ?) and 1 st Independence Financial Group, Inc., a Delaware corporation (the "Company").


WHEREAS, the Company has adopted the 2004 Omnibus Stock Option Plan (the "Plan" ); and

WHEREAS, pursuant to the Plan, the Option Holder has been granted the right to purchase ______ shares of 1 st Independence Common Stock for an exercise price of $ ______ per share (the "Options"); and

WHEREAS, the Company has entered into an Agreement and Plan of Merger, dated as of February 26, 2008, with MainSource Financial Group, Inc., an Indiana corporation ("MainSource") and 1 st Independence Bank, Inc. (the "Merger Agreement"), pursuant to which, among other things: (i) the Company will merge with and into MainSource (the "Merger" ); (ii) MainSource will, for each 1 st Independence Stock Option outstanding at the Effective Time of the Merger, pay cash equal to the amount determined pursuant to Section 2.01(b) of the Merger Agreement; and (iii) the Company has agreed to use its best efforts to obtain a written consent from each holder of a 1 st Independence Stock Option agreeing to the disposition of such option in accordance with the provisions of Section 2.01 of the Merger Agreement (unless such holder exercises said option prior to the Effective Time in accordance with the terms thereof) and to accept the consideration provided for in the Merger Agreement, if any, in exchange for the termination of such stock options; and

NOW THEREFORE, in consideration of the recitals and representations contained herein and other good and valuable consideration the receipt of which is hereby acknowledged, the parties enter into this agreement as of the date first written above and agree as follows:


1. Capitalized terms used in this Agreement shall have the m
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