NORTHEAST INDIANA BANCORP, INC.
2002 OMNIBUS INCENTIVE PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term interests of the Company and its
stockholders by providing a means for attracting and retaining directors, advisory directors, officers and
employees of the Company and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation" of the Company as such terms are
defined in Section 424(e) and (f), respectively, of the Code.
"Award" -- means the grant by the Committee under this Plan of an Incentive Stock Option, a Non-Qualified
Stock Option, a Stock Appreciation Right, Restricted Stock or a Performance Award, or any combination
thereof, as provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award made under the Plan.
"Cause" -- means termination of service by reason of personal dishonesty, incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Company" -- means Northeast Indiana Bancorp, Inc. and any successor thereto.
"Continuous Service" -- means the absence of any interruption or termination of service as a director, advisory
director, officer or employee of the Company or an Affiliate, except that when used with respect to a person
granted an Incentive Stock Option means the absence of any interruption or termination of service as an
employee of the Company or an Affiliate. Service shall not be considered interrupted in the case of sick leave,
military leave or any other leave of absence approved by the Company or in the case of transfers between payroll
locations of the Company or between the Company, its parent, its subsidiaries or its successor.