EXHIBIT 10.7
RESTRICTED STOCK AGREEMENT
AGREEMENT made as of the 5th day of October, 2001, by and between
AmeriServ Financial, Inc., a Pennsylvania corporation (the "Company"), and
Xxxxxxx X. Xxxxxxxxx, an individual who is presently the Chairman, President and
Chief Executive Officer of the Company (the "Grantee").
W I T N E S S E T H:
WHEREAS, at the January 26, 2001 meeting of the Board of Directors (the
"Board"), the Board determined that it was in the best interest of the Company
and its shareholders to award the Restricted Stock Grant evidenced by this
Agreement to the Grantee;
WHEREAS, the Board adopted the 2001 Stock Incentive Plan (the
"Plan") on February 23, 2001;
WHEREAS, the Company's shareholders approved the Plan at the annual
meeting of shareholders held on April 24, 2001; and
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound, the parties agree as follows:
1. Incorporation of Plan By Reference. The Plan document is
incorporated herein by reference and made a part hereof. The defined terms,
rules of interpretation and other substantive provisions set forth in the Plan
shall apply to this Agreement. To the extent any term of this Agreement
conflicts with a provision of the Plan, the Plan shall govern the Grantee's and
the Company's rights and obligations hereunder.
2. Award of Grant. The Company hereby awards the Grantee a Restricted
Stock Grant for 156,000 shares of Stock, subject to the terms and conditions set
forth herein.
3. Grant Date. The Grant Date of the Restricted Stock Grant awarded
hereby shall be January 26, 2001.
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4. Issuance of Shares. The shares of Restricted Stock awarded under
Section 2 shall be issued in the form of share certificates upon vesting as
described in Section 5 of this Agreement.
5. Vesting. The Grantee shall vest in the right to receive shares of
Restricted Stock, free from the restrictions of this Agreement, in accordance
with the following vesting schedule:
Anniversary of Grant Date Number of Shares Vesting
Fifth anniversary 52,000
Sixth anniversary 10,400
Seventh anniversary 10,400
Eighth anniversary 10,400
Ninth anniversary 10,400
Tenth anniversary 10,400
Eleventh anniversary 10,400
Twelfth anniversary 10,400
Thirteenth anniversary 10,400
Fourteenth anniversary 10,400
Fifteenth anniversary 10,400
A certificate for vested shares shall be delivered to the Grantee as soon as
administratively feasible, but in no event more than 15 days following the
vesting date.
6. Cash Bonus. In order to provide the Grantee with cash to pay all or
a portion of the federal and state income taxes that Grantee will recognize on
the initial vesting date of January 26, 2006, and to reduce the likelihood that
Grantee would be required to sell shares of the Company stock to satisfy this
tax obligation, the Company shall pay to the Grantee, concurrently with the
delivery of the share certificate due on the fifth anniversary of the date
hereof, the sum of $102,000.
7. Dividends. At such time as a share certificate is delivered to the
Grantee for vested shares of Stock, the Company shall also deliver to the
Grantee an amount equal to the aggregate dividends that have been paid on such
shares with respect to record dates occurring on or after the Grant Date, less
any required withholding taxes. No interest shall be owed on the dollar amount
so paid. In no event shall any accumulated dividend amount be distributed with
respect to forfeited shares.
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8. Voting Rights. So long as shares of Stock are held by the Corporate
Secretary and have not yet vested, the Grantee shall not be entitled to cast
votes with respect to such shares.
9. Change of Control. Upon the occurrence of a Change of Control, the
vesting and other rights of the Grantee with respect to shares of Restricted
Stock shall be as determined in accordance with the terms of the Plan document.
10. Rights Upon Termination of Employment.
(a) Death or Disability During First Five Years. In the event
of the Grantee's termination of employment by reason of his death or
Disability prior to the fifth anniversary of the Grant Date, all shares
and accrued dividends shall thereupon be forfeited.
(b) Death or Disability On or After Fifth Anniversary. In the
event of the Grantee's termination of employment by reason of his death
or Disability on or after the fifth anniversary of the Grant Date, 50%
of the then unvested shares shall thereupon become vested and shall be
distributed within 30 days thereafter to such person or persons as the
Grantee may have last designated in writing to the Company. If no such
person has been designated or no such person survives the Grantee, the
relevant shares shall be distributed to his estate. The remaining 50%
of the then unvested shares shall thereupon be forfeited.
(c) Other Termination. In the event of the Grantee's
termination of employment, at any time, for any other reason, all
unvested shares and accrued dividends shall thereupon be forfeited.
(d) Meaning of Termination of Employment. For purposes of this
Agreement, the Grantee's employment shall be deemed to have terminated
as of the close of the day on which he ceases to be a common law
employee of the Company or a Subsidiary or a director of any such
corporation.
11. No Deferral. The shares of Restricted Stock subject to this
Agreement shall be distributed at such times as are determined herein and shall
not be subject to deferral, at the election of the Grantee or the Company, of
the otherwise required delivery date.
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12. Grantee's Acknowledgements. The Grantee acknowledges that he has
received and read a copy of the Plan document.
IN WITNESS WHEREOF, the parties have executed this Agreement, or caused
it to be executed, as of the date and year first above written.
Witness: AmeriServ Financial, Inc.
/s/ Xxxxx X. Xxxxxx
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Corporate Secretary By /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Senior Vice
President and Chief Financial
Officer
Witness:
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxxxxx
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Corporate Secretary Xxxxxxx X. Xxxxxxxxx, Grantee
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