OLD NATIONAL BANCORP 1999 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
THIS AWARD AGREEMENT (the “Agreement”), made and executed as of the 24th day of
February, 2006, between Old National Bancorp, an Indiana corporation (the “Company”), and
, an officer or employee of the Company or one of its Affiliates (the
“Participant”).
WITNESSETH:
WHEREAS, the Company has adopted the Old National Bancorp 1999 Equity Incentive Plan (the
“Plan”) to further the growth and financial success of the Company and its Affiliates by aligning
the interests of Participants, through the ownership of Shares and through other incentives, with
the interests of the Company’s shareholders, to provide Participants with an incentive for
excellence in individual performance and to promote teamwork among Participants; and
WHEREAS, it is the view of the Company that this goal can be achieved by granting Restricted
Stock to eligible officers and other key employees; and
WHEREAS, the Participant has been designated by the Compensation Committee as an individual to
whom Restricted Stock should be granted as determined from the duties performed, the initiative and
industry of the Participant and his or her potential contribution to the future development, growth
and prosperity of the Company;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the Company and the Participant agree as follows:
1. Award of Restricted Stock. The Company hereby awards to the Participant
( ) Shares of Restricted Stock (hereinafter, the “Restricted Stock”),
subject to the terms and conditions of this Agreement and the provisions of the Plan. All
provisions of the Plan, including defined terms, are incorporated herein and expressly made a part
of this Agreement by reference. The Participant hereby acknowledges that he or she has received a
copy of the Plan.
2. Period of Restriction . The Period of Restriction shall begin on the Grant Date
and lapse, except as otherwise provided in Sections 3 and 4 of this Agreement, as follows:
| Percent of Restricted Stock | ||||
| Effective Date | Awarded | |||
February 1, 2007 |
33.3 | % | ||
February 1, 2008 |
33.3 | % | ||
February 1, 2009 |
33.4 | % | ||
3. Change in Control. Notwithstanding any other provision of this Agreement, the
Period of Restriction shall lapse upon a Change in Control of the Company as provided in Section
12.1 of the Plan.
4. Termination of Service. Notwithstanding any other provision of this Agreement, in
the event of the Participant’s Termination of Service due to death, Disability or Retirement, the
following shall apply:
| (a) | If the Participant’s Termination of Service is due to death, the Period of Restriction shall lapse, effective as of the date of death. | ||
| (b) | If the Participant’s Termination of Service is due to Disability or Retirement, he or she shall continue to be treated as a Participant and the Period of Restriction shall lapse at the time specified in Section 2 of this Agreement; provided, however, that if the Participant dies prior to the end of the Period of Restriction, then the provisions of subsection (a) of this Section 4 shall apply. |
Unless otherwise determined by the Committee in its sole discretion, in the event of the
Participant’s Termination of Service for any other reason, the Shares of Restricted Stock shall be
forfeited effective as of the date of the Participant’s Termination of Service.
5. Dividends on Restricted Stock. During the Period of Restriction, the Participant
shall be entitled to receive any cash dividends paid with respect to the Shares of Restricted Stock
regardless of whether the Period of Restriction has not lapsed. All stock dividends paid with
respect to Shares of Restricted Stock shall be (a) added to the Restricted Stock, and (b) subject
to all of the terms and conditions of this Agreement and the Plan.
6. Voting Rights. During the Period of Restriction, the Participant may exercise all
voting rights with respect to the Shares of Restricted Stock as if he or she is the owner thereof.
7. Participant’s Representations. The Participant represents to the Company that:
| (a) | The terms and arrangements relating to the grant of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or person acting in its behalf and the Participant; | ||
| (b) | The Participant has received a balance sheet and income statement of the Company and as an officer or key employee of the Company: |
| (i) | is thoroughly familiar with the Company’s business affairs and financial condition and | ||
| (ii) | has been provided with or has access to such information (and has such knowledge and experience in financial and business matters that the Participant is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, the grant of Restricted Stock; and |
| (c) | The Restricted Stock is being acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. |
8. Income and Employment Tax Withholding. All required federal, state, city and local
income and employment taxes which arise on the lapse of the Period of Restriction shall be
satisfied through the (a) withholding of Shares required to be issued under Section 11, or (b)
tendering by the Participant to the Company of Shares which are owned by the Participant, as
described in Section 6.6(a) of the Plan. The Fair Market Value of the Shares to be tendered shall
be equal to the dollar amount of the Company’s aggregate withholding tax obligations, calculated as
of the day prior to the day on which the Period of Restriction ends.
9. Nontransferability. Until the end of the Period of Restriction, the Restricted
Stock cannot be (i) sold, transferred, assigned, margined, encumbered, bequeathed, gifted,
alienated, hypothecated, pledged or otherwise disposed of, whether by operation of law, whether
voluntarily or involuntarily or otherwise, other than by will or by the laws of descent and
distribution, or (ii) subject to execution, attachment, or similar process. Any attempted or
purported transfer of Restricted Stock in contravention of this Section 9 or the Plan shall be null
and void ab initio and of no force or effect whatsoever.
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10. Issuance of Shares. At or within a reasonable period of time following execution
of this Agreement, the Company will issue, in book entry form, the Shares representing the
Restricted Stock. As soon as administratively practicable following the date on which the Period
of Restriction lapses, the Company will issue to the Participant or his or her Beneficiary the
number of Shares of Restricted Stock specified in Section 1. In the event of the Participant’s
death before the Shares are issued, such stock certificate will be issued to the Participant’s
Beneficiary or estate in accordance with Section 14.7 of the Plan. Notwithstanding the foregoing
provisions of this Section 10, the Company will not be required to issue or deliver any
certificates for Shares prior to (i) completing any registration or other qualification of the
Shares, which the Company deems necessary or advisable under any federal or state law or under the
rulings or regulations of the Securities and Exchange Commission or any other governmental
regulatory body; and (ii) obtaining any approval or other clearance from any federal or state
governmental agency or body, which the Company determines to be necessary or advisable. The
Company has no obligation to obtain the fulfillment of the conditions specified in the preceding
sentence. As a further condition to the issuance of certificates for the Shares, the Company may
require the making of any representation or warranty which the Company deems necessary or advisable
under any applicable law or regulation.
11. Mitigation of Excise Tax. Except to the extent otherwise provided in a written
agreement between the Company and the Participant, the Restricted Stock issued hereunder is subject
to reduction by the Committee for the reasons specified in Section 14.10 of the Plan.
12. Indemnity. The Participant hereby agrees to indemnify and hold harmless the
Company and its Affiliates (and their respective directors, officers and employees), and the
Committee, from and against any and all losses, claims, damages, liabilities and expenses based
upon or arising out of the incorrectness or alleged incorrectness of any representation made by
Participant to the Company or any failure on the part of the Participant to perform any agreements
contained herein. The Participant hereby further agrees to release and hold harmless the Company
and its Affiliates (and their respective directors, officers and employees) from and against any
tax liability, including without limitation, interest and penalties, incurred by the Participant in
connection with his or her participation in the Plan.
13. Financial Information. The Company hereby undertakes to deliver to the
Participant, at such time as they become available and so long as the Period of Restriction has not
lapsed and the Restricted Stock has not been forfeited, a balance sheet and income statement of the
Company with respect to any fiscal year of the Company ending on or after the date of this
Agreement.
14. Changes in Shares. In the event of any change in the Shares, as described in
Section 4.5 of the Plan, the Committee will make appropriate adjustment or substitution in the
Shares of Restricted Stock, all as provided in the Plan. The Committee’s determination in this
respect will be final and binding upon all parties.
15. Effect of Headings. The descriptive headings of the Sections and, where
applicable, subsections, of this Agreement are inserted for convenience and identification only and
do not constitute a part of this Agreement for purposes of interpretation.
16. Controlling Laws. Except to the extent superseded by the laws of the United
States, the laws of the State of Indiana, without reference to the choice of law principles
thereof, shall be controlling in all matters relating to this Agreement.
17. Counterparts. This Agreement may be executed in two (2) or more counterparts,
each of which will be deemed an original, but all of which collectively will constitute one and the
same instrument.
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IN WITNESS WHEREOF, the Company, by its officer thereunder duly authorized, and the
Participant, have caused this Restricted Stock Award Agreement to be executed as of the day and
year first above written.
Accepted by:
|
Date: | |||||||||
Printed Name: |
||||||||||
| OLD NATIONAL BANCORP | ||||||
By:
|
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| Xxxxx X. Xxxxxx | ||||||
| EVP, Chief Human Resources Officer | ||||||
| Old National Bancorp | ||||||
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