EXHIBIT 10.22
RESTRICTED STOCK AGREEMENT
(EMPLOYEE VERSION)
THIS RESTRICTED STOCK AGREEMENT is made the ____ day of ___________,
20___, by and between Citizens Banking Corporation ("Company") and the
undersigned ("Grantee"), pursuant to the Citizens Banking Corporation Stock
Compensation Plan ("Plan"). Capitalized terms not defined in this Agreement
shall have the meanings respectively ascribed to them in the Plan.
WHEREAS, the Company desires to encourage the Grantee to make greater
efforts on behalf of the Company and its Affiliates to achieve the Company's
long-term business plans and objectives and to further identify the interests of
Grantee with the interests of the Company's shareholders;
WHEREAS, the Company desires to grant this restricted stock award to
the Grantee pursuant to the Plan, a copy of which is attached hereto;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed between the parties as
follows:
1. GRANT OF RESTRICTED STOCK AWARD. Subject to the terms and conditions
hereof, including without limitation the restrictions set forth in Section 2(a)
of this Agreement, the Company hereby grants to the Grantee a total of
__________ shares of the Company's Common Stock.
2. RESTRICTIONS ON TRANSFER OF SHARES SUBJECT TO AWARD.
(a) The shares under the award shall not be transferred,
pledged, assigned, or otherwise alienated or hypothecated until the occurrence
of the events set forth in this Section 2, at which time such restrictions shall
lapse. Except as set forth below, the restrictions on such shares shall lapse as
follows, if the Grantee is still employed with the Company or an Affiliate on
such dates:
Percentage of Award
Period After Grant Date As to Which Restrictions Lapse
----------------------- ------------------------------
90 days 20%
One year 40%
Two years 60%
Three years 80%
Four years 100%
Restrictions shall be deemed to lapse at the close of business on such date.
Notwithstanding the foregoing, the restrictions set forth above also shall lapse
as follows: (1) immediately upon the Grantee's death or termination of
employment due to Disability or Retirement; (2) immediately
upon a Change in Control of the Company; or (3) at such time as the Committee
may take action to waive the remaining restricted period in its sole discretion.
Upon the lapse of such restrictions, the shares under the restricted stock award
granted hereunder shall be freely transferable. If the Grantee's employment with
the Company or its Affiliates terminates other than under the circumstances
described in the next preceding sentence, any portion of the restricted stock
award as to which such restrictions have not lapsed at the time of such
termination shall be forfeited.
(b) Until the lapse of all restrictions provided in Section 2(a) on the
shares subject to this restricted stock award, any certificate evidencing the
shares subject to the award shall carry the following restrictive legend:
The sale or other transfer of the shares of stock represented
by this certificate, whether voluntary, involuntary or by
operation of law, is subject to certain restrictions on
transfer set forth in the
Citizens Banking Corporation Stock
Compensation Plan (the "Plan"), rules and administrative
guidelines adopted pursuant to such Plan and an Agreement
dated ____________________. A copy of the Plan, such rules and
such Agreement may be obtained from the Secretary of the
Company.
The Company shall also have the right to place stop transfer instructions on
shares which are subject to the restrictions described in Section 2(a). Grantee
shall be entitled to removal of such legend and stop transfer instructions at
the time or times provided by, and in accordance with, Section 3.05 of the Plan.
3. NON-ASSIGNABILITY OF AWARD. The award hereby granted shall not be
transferable. No purported assignment or transfer of this award, or of the
rights represented thereby, whether voluntary or involuntary, by operation of
law or otherwise, shall vest in the purported assignee or transferee any
interest or right whatsoever. For the avoidance of doubt, the parties
acknowledge that this Section 3 applies to the award itself, not to the shares
subject to the award, and that the transferability of the shares subject to the
award shall be governed by Section 2 of this Agreement.
4. ADJUSTMENTS. In the event of any stock dividend, reclassification,
subdivision or combination, or similar transaction affecting the shares covered
by this award, the rights of the Grantee are subject to adjustment as provided
in Section 6.01 of the Plan to the extent deemed necessary by the Committee.
5. RIGHTS AS SHAREHOLDER. Subject to the restrictions and risk of
forfeiture set forth in Section 2, the Grantee shall have all rights of a
shareholder (including voting and dividend rights) with respect to the shares
subject to the award commencing on the date on which the shares subject to the
award are issued.
6. WITHHOLDING. The Grantee authorizes the Company to withhold from his
or her compensation to satisfy any income and employment tax withholding
obligations in connection
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with the award. If the Grantee is no longer employed by the Company at the time
any applicable taxes are due and must be remitted by the Company, the Grantee
agrees to pay applicable taxes to the Company, and the Company may delay removal
of the restrictive legend until proper payment of such taxes has been made by
the Grantee. The Grantee may satisfy such obligations under this Section 6 by
any method authorized under Section 7.06 of the Plan.
7. NOTICES. Every notice relating to this Agreement shall be in writing
and if given by mail shall be given by registered or certified mail with return
receipt requested. All notices to the Company shall be delivered to the
Secretary of the Company at the Company's headquarters. All notices by the
Company to the Grantee shall be delivered to the Grantee personally or addressed
to the Grantee at the Grantee's last residence address as then contained in the
records of the Company or such other address as the Grantee may designate.
Either party by notice to the other may designate a different address to which
notices shall be addressed. Any notice given by the Company to the Grantee at
the Grantee's last designated address shall be effective to bind any other
person who shall acquire rights hereunder.
8. GOVERNING LAW. This Agreement (a) shall be governed by and construed
in accordance with the laws of the State of
Michigan without giving effect to
conflict of laws, and (b) is not valid unless it has been manually signed by the
Grantee and the Company.
9. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to
the terms and provisions of the Plan. In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall control.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
GRANTEE
CITIZENS BANKING CORPORATION
By:
------------------------------------ ----------------------------------
Xxxxxxx X. Xxxxxxx
Its: Chairman, President and Chief
Executive Officer
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