RESTRICTED STOCK AGREEMENT
Exhibit
10.28
THIS
RESTRICTED STOCK AGREEMENT (the
“Agreement”),
effective as of _________ (the “Effective
Date”),
is
between SCBT
FINANCIAL CORPORATION, a
South
Carolina corporation (the “Corporation”),
and
_______, an individual residing in _________County, South Carolina
(“Director”).
Section
1. Purpose.
The
purpose of this Agreement is to award (the “Award”)
to
Director restricted shares of Common Stock, par value $2.50 per share, of the
Corporation (“Common
Stock”)
pursuant to the 2004 SCBT Financial Corporation Stock Incentive Plan, a copy
of which is attached as Exhibit
A
(the
“Plan”).
This
Award is made to recognize and reward Director for his service to the
Corporation or one of its subsidiaries.
Section
2. Award
of Restricted Stock.
The
Corporation hereby awards and issues to Director ________ shares of Common
Stock
(the “Shares”)
pursuant to the Plan. The Shares shall be duly paid and nonassessable and shall
be subject to the restrictions and limitations set forth herein.
Section
3. Restrictions.
Prior to
the vesting of the Shares, as set forth in Section 4
hereof:
(a) the
Shares
shall not be transferable and shall not be sold, exchanged, transferred,
assigned, pledged, hypothecated or otherwise disposed of; and
(b) the
stock
certificate(s) evidencing the Shares shall contain the following
legend:
“The
shares represented by this certificate are subject to the terms of a Restricted
Stock Agreement effective as of _________, a copy of which is available at
the
principal office of the corporation.”
Except
as
expressly stated herein, Director shall have all rights as a shareholder with
respect to the Shares, commencing as of the date of issuance thereof and
continuing for so long as Director remains the record owner of the Shares,
including the right to receive dividends in cash or other property and other
distributions or rights in respect of the Shares and to vote the Shares as
the
record owner thereof.
Section
4. Vesting.
The
restrictions described in Section 3
shall
lapse and the Shares shall vest in Director on the following dates:
(a) on
the
first anniversary of the Effective Date, to the extent of
___Shares;
(b) on
the
second anniversary of the Effective Date, to the extent of
___Shares;
(c) on
the
third anniversary of the Effective Date, to the extent of
___Shares;
(d) on
the
fourth anniversary of the Effective Date, to the extent of ___Shares;
(e) at
any
time immediately prior to consummation of a Change of Control (as defined
in the Plan) or in the event of Director’s death, to the extent of any and all
unvested Shares as of such time.
Upon
the
vesting of any Shares, Director shall be entitled to receive replacement stock
certificate(s) evidencing such vested Shares and such certificate(s) shall
not
contain the legend set forth in Section 3(b).
However,
any replacement stock certificate(s) issued to an employee who
is
a director or an executive officer of the Corporation
shall
bear the following legend:
“The
registered holder of the shares represented by this certificate, at the time
of
issuance hereof, may be deemed to be an affiliate of the Corporation under
the
Securities Act of 1933. Such securities may not be sold, offered for sale,
pledged, hypothecated or transferred in the absence of an effective registration
statement covering such transaction under such laws or an opinion of counsel
satisfactory to the Corporation that such registration is not
required.”
Section
5. Forfeiture.
If,
prior
to a Change of Control (as defined in the Plan) occurring after the date of
this
Agreement or prior to the death of Director, the employment of Director with
the
Corporation and its subsidiaries terminates for any reason (other than due
to
the death of Director), all of the Shares that are not vested under Section 4
as of the
date of termination shall be forfeited to the Corporation (such event being
referred to herein as a “Forfeiture
Event”).
Upon
the occurrence of a Forfeiture Event, Director shall return for cancellation
all stock
certificates representing unvested Shares, and irrespective of whether such
stock certificates are so returned and cancelled, all unvested Shares shall
automatically, without further action, be cancelled and shall no longer be
issued and outstanding.
Section
6. Taxes.
(a) If
Director properly elects and so informs the Corporation, within 30 days of
the
date on which he acquires the Shares, to include in gross income for federal
income tax purposes an amount equal to the fair market value (as of the date
of
issuance) of the Shares granted pursuant to this Agreement, Director shall
be
responsible for paying, for the tax year of this Agreement, all federal, state
and local taxes required with respect to the grant of the Shares.
(b) If
Director does not make the election and notification to the Corporation
described in subparagraph (a) of this section, he shall, for the tax year or
years as to which the restrictions described in Section 3
shall
lapse as to any Shares, be responsible for paying all federal, state and local
taxes of any kind required by law.
Section
7. Miscellaneous.
(a) This
Agreement shall be construed, administered and governed in all respects under
and by the applicable internal laws of the State of South Carolina, without
giving effect to the principles of conflicts of laws thereof.
(b) This
Agreement expresses the entire agreement between the parties hereto and
supersedes any prior or contemporaneous written or oral understanding or
agreement regarding the subject matter hereof. This Agreement may not be
modified, amended, supplemented or waived except by a writing signed by the
parties hereto, and such writing must refer specifically to this
Agreement.
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(c) This
Agreement, as amended from time to time, shall be binding upon, inure to the
benefit of and be enforceable by the heirs, successors and assigns of the
parties hereto; provided,
however,
that
this provision shall not permit any assignment in contravention of the terms
contained elsewhere herein.
(d) Nothing
in
this Agreement shall confer on Director any right to continue in the employ
of
the Corporation or any of its subsidiaries.
(e) This
Agreement is made pursuant to and is subject to the terms and conditions of
the
Plan, which is incorporated herein by reference.
IN
WITNESS WHEREOF,
this
Agreement has been duly executed and has an effective date of the ___ day of
______ 20XX.
SCBT
FINANCIAL CORPORATION, a
South Carolina corporation |
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By: | /s/ | |
Name: Xxxxxx X. Xxxx, Xx. |
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Title: President and Chief Executive Officer |
DIRECTOR | ||
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Signature |
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Print
Name:
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Date
signed:
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Exhibit
A
Stock
Incentive Plan