EXHIBIT 10.6. SPECIMEN INCENTIVE STOCK OPTION AGREEMENT
HUDSON VALLEY HOLDING CORP.
2002 STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option Agreement (the "Agreement"), is dated this ___ day of February, 2005, by and
between HUDSON VALLEY HOLDING CORP., a New York Corporation having its office and principal
place of business at 21 Scarsdale Road, Yonkers, New York (the "Corporation") and __________, an
individual residing at ______________________ (the "Optionee").
WHEREAS, the Corporation seeks to provide a means by which the Corporation, through the grant of stock
options to the Optionee, may retain the Optionee as an employee of Hudson Valley Bank ("HVB") or of any
subsidiary of the Corporation and motivate the Optionee to exert his or her best efforts on behalf of the
Corporation, HVB or of any subsidiary of the Corporation (the "Subsidiary Corporation").
WHEREAS, the stock option provided for hereunder is granted pursuant to the terms of the Hudson Valley
Holding Corp. 2002 Stock Option Plan dated May 14, 2002 (the "Plan");
NOW THEREFORE, in consideration of the promises contained in this Agreement and the benefits to be
derived from those promises and for other consideration, the receipt of which is hereby acknowledged, the
Corporation and the Optionee agree as follows.
1. GRANT OF OPTION. From time to time the Corporation may provide a grant to Optionee (the "Grant") of a
stock option (the "Stock Option") to purchase from the Corporation an aggregate of one or more shares of the
common stock of the Corporation (the "Common Stock"), provided that at the time of any such Grant the
Optionee does not own more than ten percent (10%) of the total combined voting power of all classes of stock
of the Corporation, HVB and of any Subsidiary Corporation. It is intended that each such Stock Option shall
qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. Each
such Stock Option shall be evidenced by an option