RURBAN FINANCIAL CORP. RESTRICTED STOCK AWARD AGREEMENT (For Employees)
Exhibit
10.2
2008
STOCK INCENTIVE PLAN
(For
Employees)
In
recognition of your services to Rurban Financial Corp. (the “Company”) and its
Subsidiaries, the Compensation Committee of the Board of Directors of the
Company has granted to you restricted common shares, without par value, of
the
Company (“Restricted Stock”), subject to the terms and conditions described in
the Rurban Financial Corp. 2008 Stock Incentive Plan (the “Plan”) and this
Restricted Stock Award Agreement (this “Award Agreement”).
To
ensure
you fully understand the terms and conditions of your Restricted Stock, you
should read the Plan and this Award Agreement carefully. Capitalized terms
that
are not defined in this Award Agreement have the same meanings as in the
Plan.
You
should return a signed copy of this Award Agreement to:
Xxxxx
X.
Xxxxxx
Vice
President and Corporate Secretary
000
Xxxxxxx Xxxxxx
Defiance,
Ohio 43512
1.
Summary
of Your Restricted Stock
Grant
Date: __________,
20___
Number
of Shares of Restricted Stock: ________
Shares
2. Transfer
Restrictions and Restriction Periods
(a) Transfer
Restrictions:
Until
the Restriction Period (as described below) lapse, your Restricted Stock will
be
subject to a risk of forfeiture and the Company will hold it in escrow. Except
as described below, you may not sell, transfer, pledge, assign, alienate or
hypothecate your shares of Restricted Stock. After the Restriction Periods
lapse, your Restricted Stock will be distributed to you or forfeited, depending
on whether or not you satisfy the terms and conditions described in this Award
Agreement.
(b) Restriction
Periods:
(i) Subject
to the provisions of the Plan and this Award Agreement (including Section 3),
the restrictions on your Restricted Stock will lapse and the Restricted Stock
will become fully vested on ___________, 20____.
(ii) Notwithstanding
the foregoing and unless otherwise specified in a separate change in control
agreement (or similar written agreement) between you and the Company, the
Restriction Periods will lapse and the Restricted Stock will become fully vested
if an Applicable Event occurs.
3. Effect
of Retirement or Other Termination on Restricted Stock
(a) Retirement:
If you
voluntarily terminate your service as an Employee and, if applicable, a Director
after (i) attaining the age of 62 and (ii) completing five years of service
to
the Company or any Subsidiary, the Restriction Periods will lapse and the
Restricted Stock will become fully vested on the date of your
termination.
(b) Death
or Disability: If
your
service as an Employee and, if applicable, a Director of the Company terminates
due to your death or Disability, the Restriction Periods will lapse and the
Restricted Stock will become fully vested on the date of your termination.
(c) Termination
for Any Other Reason:
Except
as provided in Section 2(b)(ii), if your service as an Employee and, if
applicable, a Director of the Company terminates for any reason other than
death, Disability or Retirement, any unvested shares of Restricted Stock will
be
forfeited on the date of your termination.
4. Settling
Your Restricted Stock
Your
Restricted Stock will be released from escrow and distributed to you as soon
as
practicable after all terms, restrictions and conditions described in the Plan
and this Award Agreement have been satisfied. Any fractional share of Restricted
Stock will be forfeited.
5. Other
Rules Affecting Your Restricted Stock
(a) Rights
During the Restriction Period:
During
the Restriction Periods (and even though the shares of Restricted Stock are
held
in escrow until they are settled), you (i) may exercise full voting rights
associated with the shares of Restricted Stock and (ii) will be entitled to
receive all dividends and other distributions paid with respect to that
Restricted Stock; provided, however, that if any dividends or other
distributions are paid in shares of Stock, those shares will be subject to
the
same restrictions on transferability and forfeitability as the shares of
Restricted Stock with respect to which they were issued under this Award
Agreement.
(b) Beneficiary
Designation:
You may
name a beneficiary or beneficiaries to receive Restricted Stock that has vested
but has not been settled at the time of your death by completing and filing
with
the Committee a written beneficiary designation on a form prescribed by the
Committee. If you have not completed a beneficiary designation form or if you
wish to change your beneficiary, you may complete the beneficiary designation
form attached to this Award Agreement as Exhibit
A.
You do
not need to designate a beneficiary now and no designation is required to be
completed as a condition of receiving your Restricted Stock. Upon your death,
the Company will deliver any shares underlying your Restricted Stock to your
beneficiary upon receipt by the Company of proof of identity and the existence
of a validly designated beneficiary at the time of your death. However, if
you
die without designating a beneficiary or if you do not complete the form
correctly, the Company will deliver any shares underlying your Restricted Stock
to the executor or administrator of your estate, or if no such executor or
administrator has been appointed to the knowledge of the Company, the Company
may, in its sole discretion, deliver such Stock to your spouse or to any one
or
more of your dependents as the Company may designate.
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(c) Tax
Withholding: The
Company will have the right and is hereby authorized to deduct or withhold
an
amount sufficient to satisfy federal, state and local taxes required by law
to
be withheld with respect to your Restricted Stock. At the sole discretion of
the
Committee, you may be permitted to satisfy the foregoing withholding liability
by paying to the Company the withholding amount in cash, through the delivery
or
attestation of shares of Stock you have owned for at least the previous six
months (or such other period acceptable under generally accepted accounting
principles) with a Fair Market Value equal to the statutory minimum withholding
liability or by having the Company withhold shares of Stock that would otherwise
be issued to you when your Restricted Stock is settled with a Fair Market Value
equal to the statutory minimum withholding liability.
(d) Transferring
Your Restricted Stock: During
the Restriction Periods, your Restricted Stock may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, except by will or
the
laws of descent and distribution. However, as described in Section 4(b), you
may
designate a beneficiary who may receive any Restricted Stock that is settled
after your death. Also, with the Committee’s consent, you may be allowed to
transfer your Restricted Stock to an immediate family member, a partnership
consisting solely of immediate family members or trusts for the benefit of
immediate family members. Contact us at the address given on the first page
of
this Award Agreement if you are interested in transferring your Restricted
Stock
to such a transferee.
(e) Adjustments
to Your Restricted Stock:
If there
is a Stock dividend, Stock split, recapitalization (including payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders, exchange of shares or other similar
corporate change affecting the Stock, the Committee will appropriately adjust
the number of shares of Restricted Stock and any other factors, limits or terms
affecting your Restricted Stock. Notwithstanding the foregoing, an adjustment
will be made only to the extent such adjustment complies with Section 409A
of
the Code, to the extent applicable.
(f) Restrictions
on Transfer of Stock: Shares
of
Stock tendered under this Award Agreement may be subject to any stock transfer
orders and other restrictions that the Committee believes to be advisable under
the rules, regulations and other requirements of the Securities and Exchange
Commission, any exchange, market or other quotation system on or through which
the Company’s securities are then traded, or any applicable federal or state
securities law. The Committee may cause a legend or legends to be placed on
any
certificates issued under this Award Agreement to make appropriate reference
to
any restrictions.
(g) Tenure:
Nothing
in the Plan or this Award Agreement shall confer upon you the right to continue
as an Employee or Director, as applicable, of the Company or any
Subsidiary.
(h) Governing
Law:
This
Award Agreement will be construed in accordance with and governed by the laws
(other than laws governing conflicts of laws) of the State of Ohio.
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(i) Amendment
of Award Agreement:
This
Award Agreement may be amended by a written agreement signed by both parties
to
this Award Agreement; provided, however, that the Company may amend this Award
Agreement to the extent necessary to comply with applicable law without your
consent or any additional consideration, even if those amendments eliminate,
restrict or reduce your rights under this Award Agreement.
(j) Other
Terms and Conditions:
Your
Restricted Stock is subject to the terms and conditions described in this Award
Agreement and the Plan, which is incorporated by reference into and made a
part
of this Award Agreement. You should read the Plan carefully to ensure you fully
understand all the terms and conditions of your Restricted Stock. In the event
of a conflict between the terms of the Plan and the terms of this Award
Agreement, the terms of the Plan will govern. The Committee has the sole
responsibility of interpreting the Plan and this Award Agreement, and its
determination of the meaning of any provision in the Plan or this Award
Agreement shall be binding on you.
(k) Other
Agreements: Your
Restricted Stock will be subject to the terms of any other written agreements
between you and the Company to the extent that those other agreements do not
directly conflict with the terms of the Plan or this Award
Agreement.
(l) Signature
in Counterparts: This
Award Agreement may be signed in counterparts, each of which will be deemed
an
original, but all of which will constitute one and the same
instrument.
* * * * *
Your
Acknowledgement
By
signing below as the “Participant,” you acknowledge and agree that:
| · |
A
copy of the Plan has been made available to you;
and
|
| · |
You
understand and accept the terms and conditions placed on your Restricted
Stock.
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| PARTICIPANT | RURBAN FINANCIAL CORP. | ||||
| Print Name: | Print Name: | ||||
| Title: | |||||
| Date: | Date: |
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