EXHIBIT 4.7
XXXX NATIONAL CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
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Xxxx National Corporation (the "COMPANY") hereby grants you, as an
employee of the Company or a Subsidiary, the number of Restricted Stock Units
listed below your name on APPENDIX A attached to this agreement. Capitalized
terms that are used in this agreement are defined within this agreement or in
the attached glossary.
1. RIGHTS TO GRANTED SHARES.
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(a) Your Restricted Stock Units represent the Company's promise to
deliver to you one-third (1/3rd) of the total number of your
Restricted Stock Units, less any Withholding Amount, in shares
of common stock of the Company (the "GRANTED SHARES") on each
of the three Vesting Dates listed on APPENDIX A, provided that
you continuously remain an employee of the Company or a
Subsidiary on the relevant Vesting Date, or the termination of
your employment results from one of the factors described in
Section 3.
(b) Following each Vesting Date, you will receive a certificate
that evidences your ownership of the Granted Shares which
vested on that Vesting Date, less the Withholding Amount, as
long as you are still an employee of the Company or a
Subsidiary, or your employment terminated because of one of
the reasons described in Section 3. Once you receive your
certificate, you will own the shares represented by that
certificate and they will not be forfeitable to the Company
for any reason.
2. REQUIREMENT OF CONTINUED EMPLOYMENT.
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(a) Your right to Granted Shares in exchange for any unvested
Restricted Stock Units covered by this agreement will
immediately terminate and your unvested Restricted Stock Units
will be automatically forfeited without further notice on the
date that your employment with the Company or a Subsidiary
terminates, unless your termination is a result of one of the
reasons described in Section 3.
(b) Your employment will not be considered to have terminated, and
you will not forfeit your unvested Restricted Stock Units, if
your employment is transferred from the Company to any of its
Subsidiaries, between Subsidiaries or from a Subsidiary to the
Company.
3. EXCEPTIONS TO REQUIREMENT OF CONTINUED EMPLOYMENT. Your right to
receive Granted Shares in exchange for any unvested Restricted Stock
Units covered by this agreement will not terminate and your unvested
Restricted Stock Units will
not be forfeited upon the termination of your employment, if your
termination is a result of one of the following factors:
(a) your death while you are employed by the Company or any
Subsidiary;
(b) your being certified as permanently and totally disabled under
the terms of the Company's long-term disability policy ("TOTAL
DISABILITY") while you are employed by the Company or any
Subsidiary;
(c) your Retirement (see Section 8); or
(d) your approved leave of absence, as determined in the sole
discretion of the Company (an "APPROVED LEAVE").
If any of the above occur, the date you receive your Granted
Shares, or the number of those shares that you will receive
following such a termination may change as described below:
(i) If your employment terminates because of your
death or Total Disability, your unvested Restricted Stock
Units will completely vest as of the date of your death or the
effective date of your Total Disability and you or your
beneficiary or estate, will receive a certificate for all of
the Granted Shares represented by your remaining unvested
Restricted Stock Units, less any Withholding Amount.
(ii) If your employment terminates because of your
Retirement, you will receive a prorated portion of your
remaining unvested Restricted Stock Units, less any
Withholding Amount. The portion of Granted Shares that you
will receive will be based on the number of whole months that
you were employed by the Company or a Subsidiary from (A) the
Date of Grant, if you have not yet reached the first Vesting
Date, or (B) the most recent Vesting Date, if you have reached
at least one Vesting Date, to the effective date of your
Approved Retirement.
FOR EXAMPLE PURPOSES ONLY, assume that you
have been granted 1,000 Restricted Stock
Units on March 1, 2001. Your Vesting Dates
would be March 1, 2002, March 1, 2003, and
March 1, 2004. Assuming that you Retire on
September 31, 2002, you would have already
received 333 Granted Shares on the first
Vesting Date of March 1, 2002. As of your
Retirement, you would have worked 6 of the
24 months that remain until your last
Vesting Date. Therefore, you would receive
6/24 of your 667 total remaining unvested
Restricted Stock Units, which would equal
166.75 shares. You would receive 166 shares,
plus cash for the .75 share and less any
Withholding Amount, upon your Retirement.
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(iii) During the time you remain on an Approved
Leave, your unvested Restricted Stock Units will continue to
earn credit for vesting as if you remained at work. However,
if you are on an Approved Leave on a Vesting Date, the Granted
Shares that you would have received on that date if you had
been at work will not vest and will not be issued to you until
you return to work with the Company or a Subsidiary at the end
of your Approved Leave. However, if you do not return to work
after your Approved Leave terminates, your Granted Shares will
not vest, unless the reason you do not return is your death,
Permanent Disability or Retirement.
4. WITHHOLDING TAXES.
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(a) The Company may be required to withhold federal, state, local
and/or foreign taxes in connection with any issuance of
Granted Shares under this agreement. To satisfy these
requirements, the Company will withhold from the total number
of Granted Shares you are to receive on a Vesting Date a
number of shares that has a total value equal to the required
Withholding Amount.
(b) If you want to have an amount greater than the Withholding
Amount withheld from the Granted Shares delivered to you on a
Vesting Date, you must pay the amount in excess over the
Withholding Amount to the Company in cash.
(c) On each Vesting Date, the Company may choose to give you cash
along with a certificate for your Granted Shares instead of
issuing to you less than a whole share of common stock that
might result after the Company withholds the Withholding
Amount from your Granted Shares.
5. RESTRICTIONS ON TRANSFER.
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(a) You cannot transfer, sell, exchange, pledge or otherwise
dispose of your Restricted Stock Units, except to the Company.
If you transfer your Restricted Stock Units, the person you
transfer to will not have any rights in those Restricted Stock
Units, and they will not receive any Granted Shares on a
Vesting Date.
(b) Once a certificate evidencing Granted Shares is delivered to
you, you may trade, sell or otherwise transfer those shares in
any way you choose. We remind you that, consistent with
Company policy and the law, you may not buy or sell the
Company's stock based on your possession of material
information about the Company that has not been made available
to the public by the Company.
6. NO EFFECT ON YOUR EMPLOYMENT RELATIONSHIP. This agreement does not
change your employment relationship with the Company or a Subsidiary.
This agreement
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does not change your right or the right of the Company or any
Subsidiary to terminate your employment at any time, for any reason,
with or without cause.
7. MISCELLANEOUS.
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(a) SECURITIES LAWS. The Company is relying on certain rules and
exemptions of the Securities and Exchange Commission to issue
freely tradable Granted Shares to you without registration.
While we do not expect these rules change, if they do, or if
the Company can no longer rely on these exemptions, the
Company may not be able to issue the Granted Shares to you
without violating the Securities Laws. If this happens, the
Company, will notify you, and as soon as reasonably possible
after your Vesting Date, will register the Granted Shares or,
at the Company's option, substitute cash for your Granted
Shares.
(b) ADJUSTMENTS. If it is necessary to prevent an increase or
decrease of the rights you have been granted by this agreement
resulting from certain types of transactions that the Company
may engage in, the Company may change the number or kind of
shares of common stock issuable to you under this agreement.
The types of transactions referred to in the previous sentence
are (i) stock dividends, stock splits, combination of shares,
recapitalization or other changes in the capital structure of
the Company, (ii) merger, consolidation, separation,
reorganization or partial or complete liquidation involving
the Company or (iii) other transactions or events having an
effect similar to any of those referred to in (i) or (ii)
above.
(c) AMENDMENTS. The Restricted Stock Units are being granted to
you under the terms of the Company's 1999 Broad Based Employee
Stock Plan (Amended and Restated February 28, 2001) (the
"PLAN"). Any amendment to the Plan will also be deemed to be
an amendment to this agreement to the extent that the
amendment is applicable to this agreement. However, no
amendment will be made that would negatively affect your
rights under any Restricted Stock Unit without your consent.
(d) GOVERNING LAW. The laws of the State of Ohio will govern this
agreement, without regard to rules regarding conflicts of
laws.
8. GLOSSARY. When used in this agreement, the following terms have the
meanings set forth below:
"DATE OF GRANT" means the date you were awarded the Restricted
Stock Units under this agreement, which can be found on
APPENDIX A to this agreement.
"FAIR MARKET VALUE" means an amount equal to the average of
the opening and closing prices of the Company's common stock
on the New York Stock Exchange on the date of the valuation.
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"RETIREMENT" means (1) your retirement at or after you reach
the age of 65 according to the terms of a pension or other
retirement plan of the Company or any Subsidiary or, if
earlier, (2) your retirement according to the terms of a
pension or other retirement plan of the Company after you have
reached age 55 but before you have reached age 65, as long as
you have completed at least 5 years of service with the
Company or any Subsidiary.
"SUBSIDIARY" means any direct or indirect subsidiary of Xxxx
National Corporation.
"VESTING DATE" means each anniversary date of your Date of
Grant for the next three years. Your Vesting Dates are listed
on Appendix A.
"WITHHOLDING AMOUNT" means the minimum amount of withholding
taxes, including federal, state and local income taxes and
social security and Medicare taxes required to be withheld by
the Company by the applicable taxing authorities, as the
result of the vesting of Restricted Stock Units and/or the
issuance of Granted Shares.
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This agreement is executed by the Company on this ____ day of _______.
Xxxx National Corporation
By
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[name]
[title]
Please execute one copy of APPENDIX A attached to this Agreement and
return it to:
Xxxxxxxx Xxxxxx
Senior Vice President, Human Resources and
Process Improvement and Chief Administrative Officer
Xxxx Vision Corporation
0000 Xxxxxxxxxx Xxxxxxx
Xxxxxxxxx, Xxxx 00000
By executing this Agreement, you will be evidencing your acceptance of
this grant of Restricted Stock Units according to the terms and
conditions of the Plan and this Agreement.
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APPENDIX A
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NAME OF EMPLOYEE: _____________________________________
NUMBER OF RESTRICTED STOCK UNITS:
DATE OF GRANT:
VESTING DATES: VESTING AMOUNT
ACKNOWLEDGEMENT
I acknowledge receipt of an executed original of the Restricted Stock
Unit Award Agreement and I accept the grant of Restricted Stock Units evidencing
my right to receive Granted Shares or other consideration according to the terms
and conditions of the 1999 Broad Based Employee Stock Plan (Amended and Restated
February 28, 2001) and the Agreement.
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Employee
Date:
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