FORM OF RESTRICTED STOCK AGREEMENT
EXHIBIT 10.66
RESTRICTED STOCK AGREEMENT
--------------------------
The parties to this RESTRICTED STOCK AGREEMENT (this "Agreement"),
dated ______________, are WILMINGTON TRUST CORPORATION, a Delaware corporation
(the "Company"), and _______________________________ ("_____________").
BACKGROUND
----------
A. The Company has adopted _____________________, as amended (the
"Plan"), for the benefit of __________________ of the Company and its
subsidiaries.
B. The Company desires to grant shares of the Company's common stock
to ________________ subject to certain transfer and forfeiture restrictions set
forth in this Agreement, as well as the provisions of the Plan. Those
restrictions shall lapse in accordance herewith.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
1. RESTRICTED SHARES.
-----------------
1.1 Grant of Restricted Shares.
--------------------------
(a) As of the date of this Agreement (the "Date of Grant"), the
Company grants to ______________ the number of shares of its common stock set
forth in the attachment hereto (the "Restricted Shares"), subject to the
restrictions set forth in Paragraph 1.2 hereof, the terms and conditions of the
Plan, and the other terms and conditions hereof. If and when the restrictions
set forth in Paragraph 1.2 expire in accordance with the terms of this Agreement
without forfeiture of the Restricted Shares, and upon the satisfaction of all
other applicable conditions with respect to the Restricted Shares, those shares
shall no longer be considered Restricted Shares for purposes hereof.
(b) As soon as practicable after the Date of Grant, the Company
shall, at its sole discretion, either:
(i) direct that a stock certificate or certificates
representing the applicable Restricted Shares be registered in the
name of ______________. Such certificate or certificates shall be
held in the custody of the Company or its designee until the
expiration of the applicable Restricted Period (as defined in
Paragraph 1.3). If the Company directs that a stock certificate or
certificates representing the Restricted Shares be issued, on or
before the date of the execution hereof____________ shall have
delivered to the Company one or more stock powers endorsed in blank
relating to the Restricted Shares. Each certificate for the
Restricted Shares shall bear the following legend (the "Legend"):
The ownership and transferability of this certificate
and the shares of stock represented hereby are subject
to the terms and conditions (including those relating to
forfeiture) of _____________________ and a Restricted
Stock Agreement entered into between the registered
owner and Wilmington Trust Corporation. Copies of the
Plan and Agreement are on file in the executive offices
of the Company in Wilmington, Delaware.
In addition, the stock certificate or certificates for the
Restricted Shares shall be subject to stop-transfer orders and other
restrictions as the Company may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Company's common stock
is then listed, and any applicable federal or state securities laws.
The Company may cause a legend or legends to be placed on that
certificate or certificates to make appropriate reference to those
restrictions.
(ii) in lieu of directing that a stock certificate or
certificates representing the Restricted Shares be issued, the
Company may direct that the Restricted Shares be issued in book
entry form, subject to the restrictions set forth herein.
(c) As soon as administratively practicable following the vesting
of any portion of the Restricted Shares, and upon the satisfaction of all other
applicable conditions relating to the Restricted Shares (including, without
limitation, the payment by __________ of all applicable withholding taxes), the
Company shall deliver or cause to be delivered to ______________ a certificate
or certificates for the applicable Restricted Shares that shall not bear the
Legend.
1.2 Restrictions.
------------
(a) _________________ shall have all rights and privileges of a
stockholder with respect to the Restricted Shares, including the right to vote
and receive dividends or other distributions with respect to the Restricted
Shares, except that the following restrictions shall apply:
(i) _______________ shall not be entitled to delivery of the
certificate or certificates for any portion of the Restricted Shares
until that portion of those
- 2 -
Restricted Shares has vested without a forfeiture of the Restricted
Shares and upon the satisfaction of all other applicable conditions;
(ii) none of the Restricted Shares may be sold, transferred,
assigned, pledged, or otherwise encumbered or disposed of until
those Restricted Shares have vested;
(iii) all shares of common stock distributed as a dividend or
distribution, if any, with respect to the Restricted Shares before
those Restricted Shares have vested shall be subject to the same
restrictions as the Restricted Shares; and
(iv) all of the Restricted Shares which have not yet vested
shall be forfeited and returned to the Company and all rights of
______________ with respect to the Restricted Shares shall terminate
in their entirety on the terms and conditions set forth in Paragraph
1.4.
(b) Any attempt to dispose of Restricted Shares or any interest in
the Restricted Shares in a manner contrary to the restrictions set forth herein
shall be void and of no effect.
1.3 Restricted Period and Vesting.
-----------------------------
(a) Subject to the provisions of this Section 1.3 and
Sections 1.4, 1.5, and 1.6, the restrictions set forth in Paragraph 1.2 shall
apply for a period (the "Restricted Period") beginning on the Date of Grant and
ending on the _______ anniversary of the Date of Grant.
(b) Notwithstanding the provisions of Sections 1.3(a), the
Restricted Shares shall be deemed vested and no longer subject to forfeiture
under Section 1.4 in accordance with the schedule set forth in the attachment
hereto.
(c) Upon ______________'s death, Disability, Normal Retirement, or
Other Retirement, or in the event of a Change in Control (as that term is
defined in the Plan), all Restricted Shares shall be deemed vested.
1.4 Forfeiture.
----------
(a) Subject to Section 1.6 below, if, during the Restricted
Period, (i) ___________'s employment with the Company and its subsidiaries is
terminated for any reason other than Normal Retirement, death, or disability,
(ii) there occurs a material breach hereof by ___________, or (iii)
_______________ fails to meet the tax withholding obligations described in
Section 1.5(b), all rights of ________________ to the Restricted Shares that
have not vested in accordance with Section 1.3 as of the date of that
termination shall terminate immediately and be forfeited in their entirety.
- 3 -
(b) In the event of any forfeiture under this Paragraph 1.4, any
certificate or certificates representing the forfeited Restricted Shares shall
be canceled to the extent of any Restricted Shares that are forfeited.
1.5 Withholding.
-----------
(a) The Compensation Committee (as that term is defined in the
Plan) or its designee shall determine the amount of any withholding or other tax
required by law to be withheld or paid by the Company with respect to any income
recognized by the Executive relating to the Restricted Shares.
(b) ________________ shall be required to meet any applicable tax
withholding obligation in accordance with the provisions of the Plan.
___________may satisfy his or her tax withholding obligation by: (1) paying cash
to the Company and/or (2) delivering to the Company a number of shares of the
Company's stock or having the Company withhold from ___________, at the
appropriate time, a number of shares, in either case sufficient, based upon the
market value per share of those shares, to satisfy those tax withholding
requirements.
(c) The Compensation Committee shall be authorized, in its sole
discretion, to establish rules and procedures relating to the use of shares of
____________'s common stock to satisfy tax withholding obligations as it deems
necessary or appropriate to facilitate and promote the conformity of the
Executive's transactions under the Plan and this Agreement with Rule 16b-3 under
the Securities Exchange Act of 1934, as amended, if that Rule is applicable to
transactions by _______________.
1.6 Compensation Committee's Discretion. Notwithstanding any provision
hereof to the contrary, the Compensation Committee shall have discretion under
the Plan to waive any forfeiture of the Restricted Shares as set forth in
Paragraph 1.4, the Restricted Period, and any other conditions set forth herein.
2. REPRESENTATIONS OF _________________.
------------------------------------
______________ hereby represents to the Company that ______________has
read and fully understands the provisions of this Agreement and the Plan and his
or her decision to participate in the Plan is completely voluntary. Further,
_____________ acknowledges that ______________ is relying solely on his or her
own advisors with respect to the tax consequences of this restricted stock
award.
3. NOTICES.
-------
All notices or communications under this Agreement shall be in writing,
addressed as follows:
- 4 -
To the Company:
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxxxx, Esquire
To ____________________, the address set forth in the attachment
hereto.
Any such notice or communication shall be (a) delivered by hand (with written
confirmation of receipt) or sent by a nationally recognized overnight delivery
service (receipt requested) or (b) be sent certified or registered mail, return
receipt requested, postage prepaid, addressed as above (or to such other address
as such party may designate in writing from time to time), and the actual date
of receipt shall determine the time at which notice was given.
4. ASSIGNMENT; BINDING AGREEMENT.
-----------------------------
This Agreement shall be binding upon and inure to the benefit of the heirs
and representatives of __________ and the assigns and successors of the Company,
but neither this Agreement nor any rights hereunder shall be assignable or
otherwise subject to hypothecation by ______________.
5. ENTIRE AGREEMENT; AMENDMENT; TERMINATION.
----------------------------------------
This Agreement represents the entire agreement between the parties with
respect to the subject matter hereof. The provisions of the Plan are
incorporated by reference in this Agreement in their entirety. In the event of
any conflict between the provisions of this Agreement and the Plan, the
provisions of the Plan shall control. This Agreement may be amended at any time
by written agreement of the parties hereto.
6. GOVERNING LAW.
-------------
This Agreement and its validity, interpretation, performance, and
enforcement shall be governed by the laws of Delaware other than the conflict of
laws provisions of those laws.
7. SEVERABILITY.
------------
Whenever possible, each provision herein shall be interpreted in a manner
so to be effective and valid under applicable law, but if any provision hereof
is held to be prohibited by or invalid under applicable law, then (a) that
provision shall be deemed amended to accomplish the objectives of the provision
as originally written to the fullest extent permitted by law and (b) all other
provisions hereof shall remain in full force and effect.
- 5 -
8. NO RIGHT TO CONTINUED EMPLOYMENT OR PARTICIPATION; EFFECT ON OTHER PLANS.
------------------------------------------------------------------------
This Agreement shall not confer upon __________ any right with respect to
continued employment by the Company or its subsidiaries or continued
participation in the Plan, nor shall it interfere in any way with the right of
the Company and its subsidiaries to terminate __________'s employment at any
time. Payments received by ______________ pursuant to this Agreement shall not
be included in the determination of benefits under any pension, group insurance,
or other benefit plan of the Company or any Subsidiaries in which ______________
may be enrolled or for which _______________ may become eligible, except as may
be provided under the terms of those plans or by the Board of Directors.
9. NO STRICT CONSTRUCTION.
----------------------
No rule of strict construction shall be implied against the Company, the
Compensation Committee, or any other person in the interpretation of any term of
the Plan, this Agreement, or any rule or procedure established by the
Compensation Committee.
10. USE OF THE WORD "_____________".
-------------------------------
Wherever the word "_____________" is used in any provision hereof under
circumstances in which the provision should logically be construed to apply to
the executors, administrators, or person or persons to whom the Restricted
Shares may be transferred by will or the laws of descent and distribution, the
word "______________" shall be deemed to include those person or persons.
12. CAPITALIZED TERMS.
-----------------
Capitalized terms not otherwise defined herein shall have the meaning
assigned them in the Plan.
11. FURTHER ASSURANCES.
------------------
_______________ agrees, upon demand of the Company or the Compensation
Committee, to do all acts and execute, deliver, and perform all additional
documents, instruments, and agreements (including, without limitation, stock
powers with respect to shares of the Company's common stock issued as a dividend
or distribution on Restricted Shares) that may be reasonably required by the
Company or the Compensation Committee, as the case may be, to implement the
provisions and purposes of this Agreement and the Plan.
12. CERTAIN DEFINITIONS.
-------------------
a. "Cause" means termination for, as the Compensation Committee determines
in its sole and absolute discretion, ______________'s personal dishonesty,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful
- 6 -
violation of any law, rule, or regulation (other than traffic violations or
similar offences), or a final cease-and-desist order.
b. "Disability" means any physical or mental injury or disease of a
permanent nature that renders _______________ incapable of meeting the
requirements of the employment or other work he or she performed immediately
before that disability commenced. The Compensation Committee or its designee
shall make the determination of whether _____________ is disabled and when
_______________ becomes disabled in its sole and absolute discretion.
c. "Normal Retirement Date" means the date on which ________________
terminates active employment with the employer he or she was employed with when
he or she was last granted Restricted Shares on or after attaining age 65, but
does not include termination for Cause.
d. "Other Retirement Date" means a date, on or after ______________
attains age 55 but earlier than _______________'s Normal Retirement Date, that
the Compensation Committee in its sole and absolute discretion or its designee
approves and designates to be the date upon which __________________ retires for
purposes hereof, but does not include termination for Cause.
IN WITNESS WHEREOF, by the Corporation's execution hereof and
______________'s execution of the attachment hereto, the parties have duly
executed this Agreement as of the date first written above.
WILMINGTON TRUST CORPORATION
By: __________________________________
Title: __________________________________
- 7 -
ATTACHMENT TO RESTRICTED STOCK AGREEMENT DATED
-----------------------------------------------------------
All of the terms and conditions of the Restricted Stock Agreement dated ________
to which this Attachment is attached are incorporated by reference as fully as
if set forth herein.
Date of Award: ________________
Name of Executive: ________________
Number of Shares: ________
Vesting Date Vested Amount
__________________ __________
__________________ __________
__________________ __________
Address:
______________________________ (SEAL)
______________________________ (PRINCIPAL RESIDENCE)
______________________________
