GREATER COMMUNITY BANCORP RESTRICTED STOCK AGREEMENT
EXHIBIT
10.17
THIS
RESTRICTED STOCK AGREEMENT, dated as of _________
(the
“Grant Date”), is made by and between Greater Community Bancorp, a New Jersey
corporation (the “Company”), and _____________
_
(the
“Executive”).
RECITALS
WHEREAS, the
Company believes it to be in the best interests of the Company and its
shareholders to provide an incentive for certain of its key employees to work
for and manage the affairs of the Company in such a way that its shares become
more valuable.
NOW,
THEREFORE,
in
consideration of these premises and the services to be performed by the
Executive, the Company hereby awards shares of restricted stock to the Executive
on the terms and conditions hereinafter set forth.
1. AWARD
GOVERNED BY TERMS OF AGREEMENT AND PLAN.
This
award shall be governed by the terms of this Restricted Stock Agreement. This
award is also subject in all respects to the provisions of Greater Community
Bancorp’s 2006 Long-Term Stock Compensation Plan (the “Plan”). In the event of
any conflict between any provisions of this award and the provisions of the
Plan, the provisions of the Plan shall control. Terms defined in the Plan where
used herein shall have the meanings as so defined. Executive hereby acknowledges
receipt of a copy of the Plan.
2. GRANT.
The
Company hereby grants and issues to the Executive x,xxx
shares
of
the Company’s common stock, $0.50 par value per share, subject to the rights,
restrictions, obligations and limitations set forth herein (the “Restricted
Stock”).
3. VESTING
RESTRICTIONS.
The
Restricted Stock shall become vested as follows:
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(a)
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The
Restricted Stock grant shall become vested for xxx
shares if Executive remains continuously employed by the Company
through
the date that is one year after the Grant
Date.
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(b)
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The
Restricted Stock grant shall become vested for an additional xxx
shares if Executive remains continuously employed by the Company
through
the date that is two years after the Grant.
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(c)
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The
Restricted Stock grant shall become vested for an additional xxx
shares if Executive remains continuously employed by the Company
through
the date that is three years after the Grant
Date.
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(d)
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The
Restricted Stock grant shall become vested for the final xxx
shares if Executive remains continuously employed by the Company
through
the date that is four years after the Grant
Date.
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Notwithstanding
the foregoing, all restrictions shall lapse in the event of a termination of
employment as a result of Executive's death, Disability or Retirement, or upon
the occurrence of a Change in Control of the Company while the Executive remains
employed. The period of time during which the Restricted Stock covered by this
Agreement are subject to the forfeiture restrictions is referred to as the
“Restricted Period.” If the Executive’s employment with the Company terminates
during the Restricted Period for any reason other than death, Disability or
Retirement, any Restricted Stock for which the restrictions have not yet lapsed
shall be forfeited to the Company on the date of such termination, without
any
further obligations of the Company to the Executive, and all rights of the
Executive with respect to such Restricted Stock shall terminate.
4. RIGHTS
DURING RESTRICTED PERIOD. During
the Restricted Period, the Executive shall have the right to vote the Restricted
Stock and to receive any cash dividends. However, stock dividends, stock rights
or others securities issued with respect to the Restricted Stock shall be
forfeitable and subject to the same restrictions as exist regarding the original
shares of Restricted Stock. If any stock dividend is declared upon the
Restricted Stock, or there is any stock split, stock distribution, or other
change in the corporate structure of the Company with respect to the Restricted
Stock, the aggregate number and kind of shares covered by this Restricted Stock
grant shall be proportionately and appropriately adjusted (subject to the same
restrictions applicable to the original shares of Restricted Stock). The
Restricted Stock may not be sold, assigned, transferred, pledged, encumbered
or
otherwise disposed of prior to vesting.
5. CUSTODY.
The
Restricted Stock issued the Executive hereunder shall be held, along with any
stock dividends and other non-cash distributions relating thereto, in custody
by
the Company or an agent for the Company until it shall become vested. If any
certificates are issued for shares of Restricted Stock during the Restricted
Period, such certificates representing shares of Restricted Stock and any such
stock dividends or distributions during the Restricted Period shall bear an
appropriate legend as determined by the Company referring to the applicable
terms, conditions and restrictions and the Executive shall deliver a signed,
blank stock power to the Company relating thereto.
6. TAX
WITHHOLDING.
The
Company may require payment of or withhold any tax which it believes is required
as a result of the lapse of the applicable restrictions and the Company may
defer making delivery of the shares until arrangements satisfactory to the
Company have been made with respect to such withholding obligations. The
Executive may satisfy any tax withholding obligations arising with respect
to
the Restricted Stock in whole or in part by tendering a check to the Company
for
any required amount or by election to have the Company withhold the required
amounts from other compensation payable to the Executive.
7. IMPACT
ON OTHER BENEFITS. The
value
of the Restricted Stock granted hereunder, either on the Grant Date or at the
time such shares become vested, shall not be included as compensation or
earnings for purposes of any other Company benefit plan or
program.
8. EXECUTIVE’S
EMPLOYMENT. Nothing
in this Agreement shall interfere with or limit in any way the right of the
Company to terminate the executive’s employment at any time, nor confer upon the
Executive any right to continue in the employ of the Company for any given
period or upon any specific terms or conditions.
9. GOVERNING
LAW. This
Agreement shall be construed in accordance with and governed by the internal
laws of the State of New Jersey to the extent not preempted by federal law.
10. ENTIRE
AGREEMENT. This
Agreement constitutes the entire agreement between the parties, may be amended
only in writing with the consent of both parties, and shall be binding upon
the
parties hereto, their heirs, executors, administrators, successors and assigns,
including any successor of the Company.
IN
WITNESS WHEREOF, the
Company and the Executive have signed this Restricted Stock Agreement and the
Executive has agreed to all of its terms, conditions and restrictions, all
as of
the date set forth above.
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By:
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Title:
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EXECUTIVE
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Name:
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