Form of Restricted Stock Award Agreement
Exhibit
10.1
Form
of Restricted Stock Award Agreement
THIS
AGREEMENT, dated as of the __ day of __________, _____, between SHORE
BANCSHARES, INC., a Maryland corporation (the “Company”), and _______________
(“Participant”), is made pursuant and subject to the provisions of the Shore
Bancshares, Inc. 2006 Stock and Incentive Compensation Plan, effective April
26,
2006 (the “Plan”). All capitalized terms used but not defined herein shall have
the meanings given such terms in the Plan.
1. Award
of Restricted Stock.
Pursuant to the Plan, the Company, on _____________, ______ (the “Award Date”),
granted Participant _____ shares of restricted Common Stock (“Restricted
Stock”), subject to the terms and conditions of the Plan and subject further to
the terms and conditions set forth herein (the “Award”).
2. Restrictions.
Except
as provided in this Agreement, the shares of Restricted Stock are not
transferable and are subject to a substantial risk of forfeiture.
3. Vesting.
Participant’s interest in the shares of Restricted Stock shall become
transferable and non-forfeitable (“Vested”) as follows:
Amount
of Award Vested Vesting
Date
Notwithstanding
the foregoing, any shares of Restricted Stock that have not Vested or been
forfeited shall become Vested as of the earlier of (i) the date of a Change
in
Control or (ii) the date of the Participant’s death.
4. Forfeiture.
Upon
the termination of Participant’s employment with the Company or an Affiliate,
any and all shares of Restricted Stock that have not then become Vested pursuant
to Section 3 shall lapse and be forfeited and canceled.
5. Shareholder
Rights.
Participant shall have all the rights of a stockholder of the Company with
respect to the shares of Restricted Stock that are not Vested, including the
right to receive dividends on and to vote such shares of Restricted Stock;
provided, however, that (i) Participant may not sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of any such shares, (ii) the Company
shall retain custody of the certificates evidencing such shares as provided
in
Section 6, and (iii) Participant will deliver a stock power in accordance with
Section 7.
6. Custody
of Certificates.
Custody
of all stock certificates evidencing the shares of Restricted Stock shall be
retained by the Company for so long as such shares are not Vested. The Company
shall place a legend on each certificate evidencing a share of Restricted Stock
restricting the transfer of such share. As soon as practicable after shares
of
Restricted Stock become Vested, the Company shall remove the restrictive legend
and deliver to Participant one ore more stock certificates evidencing such
shares.
7. Stock
Power.
Upon
signing this Agreement, Participant shall deliver to the Company a stock power,
endorsed in blank, with respect to the shares of Restricted Stock granted
pursuant to this Award. The Company shall use the stock power to cancel any
shares of Restricted Stock that do not become Vested. The Company shall return
the stock power to Participant with respect to any shares of Restricted Stock
that become Vested.
8. Fractional
Shares.
Fractional shares shall not be issuable hereunder, and when any provision hereof
or the Plan may entitle Participant to a fractional share, such fraction shall
be disregarded.
9. Taxes.
At the
time shares of Restricted Stock become Vested, the Company shall have the right
to retain and withhold from such Vested shares that portion representing the
amount of taxes required by any governmental agency to be withheld or otherwise
deducted and paid with respect to such Vested shares, calculated based on the
Fair Market Value of a share of Common Stock as of the date such shares become
Vested. Any shares so withheld shall be canceled by the Company.
10. No
Right to Continued Employment.
This
Agreement does not confer upon Participant any right with respect to continuance
of employment by the Company, nor shall it interfere in any way with the right
of the Company to terminate Participant’s employment at any time.
11. Governing
Law.
This
Agreement shall be governed by the laws of the State of Maryland, without regard
to any conflict of laws principles that would apply the law of another
jurisdiction.
12. Participant
Bound by Plan.
Participant acknowledges,
by executing this Agreement, that (1) this Agreement is subject in all respects
to the provisions of the Plan, as amended from time to time, the terms of which
are incorporated herein by reference and made a part hereof, (2) that a copy
of
the Plan and all amendments thereto through the date hereof were provided to
Participant on the date hereof, and (3) he understands and accepts all of the
terms and conditions of the Plan. In
the
event of any conflict between the provisions of the Plan and the provisions
of
this Agreement, the provisions of the Plan shall govern.
13. Entire
Agreement.
This
Agreement sets forth the entire agreement of the parties with respect to the
subject matter hereof. Any and all prior agreements or understandings with
respect to such matters are hereby superseded.
14. Binding
Effect.
Subject
to the limitations stated above and in the Plan, this Agreement shall be binding
upon and inure to the benefit of the legatees, distributees, and personal
representatives of the Participant and the successors of the
Company.
2
IN
WITNESS WHEREOF, the Company has caused this Agreement to be signed on its
behalf, and the Participant has affixed his signature hereto.
SHORE
BANCSHARES, INC.
By_______________________________
_________________________________
(Printed
Name)
PARTICIPANT
_____________________________
_____________________________
(Printed
Name)_____________________________
Date
Date
3
