Exhibit 4.2
FIRST XXXXXXXX FINANCIAL CORPORATION
RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AGREEMENT
RS No. _____
Shares of Restricted Stock are hereby awarded on July 29, 1998, by First
Xxxxxxxx Financial Corporation (the "Corporation"), to
__________________________________ (the "Grantee"), in accordance with the
following terms and conditions, and the conditions contained in the
Corporation's Recognition and Retention Plan (the "Plan"):
1. Share Award. The Corporation hereby awards the Grantee ____________
shares (the "Shares") of Common Stock, par value $.01 per share ("Common
Stock"), of the Corporation pursuant to the Plan, as the same may from time to
time be amended, and upon the terms and conditions and subject to the
restrictions therein and hereinafter set forth. A copy of the Plan as currently
in effect is incorporated herein by reference and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period (the
"Restricted Period") commencing on July 29, 1998, and terminating on July 29,
2002, the Shares may not be sold, assigned, transferred, pledged, or otherwise
encumbered by the Grantee, except as hereinafter provided.
Except as set forth below, the Shares will vest at a rate of 20% of the
Shares per year of Continuous Service (as defined in the Plan) commencing on
July 29, 1998 pursuant to the following schedule:
% of the
Date of Vesting Shares Vested
--------------- -------------
July 29, 1998 20%
July 29, 1999 20%
July 29, 2000 20%
July 29, 2001 20%
July 29, 2002 20%
Subject to the restrictions set forth in the Plan, the Committee referred
to in Section 6 of the Plan or its successor (the "Committee") shall have the
authority, in its discretion, to accelerate the time at which any or all of the
restrictions shall lapse with respect to any Shares thereto, or to remove any or
all of such restrictions, whenever the Committee may determine that such action
is appropriate by reason of changes in applicable tax or other laws, or other
changes in circumstances occurring after the commencement of the Restricted
Period.
3. Termination of Service. If the Grantee ceases to maintain "Continuous
Service" (as defined in the Plan) for any reason other than death, disability or
retirement, all shares which at the time of such termination of Continuous
Service are subject to the restrictions imposed by Section 2 above shall upon
such termination of Continuous Service be forfeited to the Corporation. If the
Grantee ceases to maintain "Continuous Service" (as defined in the Plan) by
reason of death,
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disability or retirement, the Shares then still subject to restrictions imposed
by Section 2 of this Agreement shall be free of those restrictions as provided
in the Plan and shall not be forfeited.
4. Certificates for the Shares. The Corporation shall issue five
certificates in the name of the Grantee, each in respect of 20% of the Shares,
and shall hold each such certificate on deposit for the account of the Grantee
until the expiration of the Restricted Period with respect to the Shares
represented thereby. Such certificates shall bear the following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the
Recognition and Retention Plan of First Xxxxxxxx Financial
Corporation. Copies of such Plan are on file in the offices
of the Secretary of First Xxxxxxxx Financial Corporation,
000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
The Grantee further agrees that simultaneously with the execution of this
Agreement, the Grantee shall execute five stock powers in favor of the
Corporation, each with respect to 20% of the Shares, and shall promptly deliver
such stock powers to the Corporation.
5. Grantee's Rights. The Grantee, as owner of the Shares, shall have all
rights of a stockholder.
6. Expiration of Restricted Period. Upon the lapse or expiration of the
Restricted Period with respect to a portion of the Shares, the Corporation shall
deliver to the Grantee (or in the case of a deceased Grantee, to his legal
representative) the certificate in respect of such shares and the related stock
power held by the Corporation pursuant to Section 4 above. The Shares as to
which the Restricted Period shall have lapsed or expired shall be free of the
restrictions referred to in Section 2 above and such certificate shall not bear
the legend provided for in Section 4 above.
7. Adjustments for Changes in Capitalization of the Corporation. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Agreement shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Any shares of Common Stock
or other securities received, as a result of the foregoing, by the Grantee with
respect to Shares subject to the restrictions contained in Section 2 above also
shall be subject to such restrictions and the certificate or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Corporation in the manner provided in Section 4 above.
8. Delivery and Registration of Shares of Common Stock. The Corporation's
obligation to deliver shares of Common Stock hereunder shall be conditioned upon
the receipt of a representation as to the investment intention of the Grantee or
any other person to whom such shares are to be delivered, in such form as the
Committee shall determine to be necessary or advisable to comply with the
provisions of the Securities Act of 1933, as amended, or any other federal,
state or local securities legislation or regulation. It may be provided that any
representation shall become inoperative upon a registration of such shares or
other action eliminating the necessity of such representation under such
Securities Act or other securities regulation. The Corporation shall not be
required to deliver any shares under the Plan prior to (i) the admission of such
shares to listing
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on any stock exchange on which the shares of Common Stock may then be listed,
and (ii) the completion of such registration or other qualification of such
shares under any state or federal law, Rule or regulation, as the Committee
shall determine to be necessary or advisable.
9. Plan and Plan Interpretations as Controlling. The Shares hereby awarded
and the terms and conditions herein set forth are subject in all respects to the
terms and conditions of the Plan, which are controlling. All determinations and
interpretations of the Committee shall be binding and conclusive upon the
Grantee or his legal representatives with regard to any question arising
hereunder or under the Plan.
10. Grantee Service. Nothing in this Agreement shall limit the right of the
Corporation or any of its Affiliates to terminate the Grantee's service as a
director, advisory director, director emeritus, officer or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Grantee.
11. Withholding and Social Security Taxes. Upon the termination of the
Restricted Period with respect to any Shares (or any such earlier time, if any,
that an election is made under Section 83(b) of the Code, or any successor
provision thereto, to include the value of such Shares in taxable income), the
Corporation may, in its sole discretion, withhold a sufficient number of Shares
or withhold sufficient cash to cover any applicable withholding and employment
taxes. Alternatively, the Corporation may require the Grantee to pay the
Corporation the amount of any taxes which the Corporation is required to
withhold with respect to the Shares. The Corporation shall have the right to
deduct from all dividends paid on the Restricted Stock the amount of any taxes
which the Corporation is required to withhold with respect to such dividend
payments. The Corporation's method of satisfying its withholding obligations
shall be solely in the discretion of the Corporation, subject to applicable
federal, state and local laws.
12. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Agreement by signing in the space provided below
and signing the attached stock powers and returning a signed copy thereof and of
the attached stock powers to the Corporation. IF A FULLY EXECUTED COPY HEREOF
AND THE ATTACHED STOCK POWERS HAVE NOT BEEN RECEIVED BY THE CORPORATION, THE
CORPORATION MAY REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS
AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK
AGREEMENT to be executed as of the date first above written.
FIRST XXXXXXXX FINANCIAL CORPORATION
By:_______________________________
ACCEPTED:
__________________________________
__________________________________
(Street Address)
__________________________________
(City, State & Zip Code)
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STOCK POWER
For value received, I hereby sell, assign, and transfer to First Xxxxxxxx
Financial Corporation (the "Corporation") ____________ shares of the capital
stock of the Corporation, standing in my name on the books and records of the
aforesaid Corporation, represented by Certificate No. , and do hereby
irrevocably constitute and appoint the Secretary of the Corporation attorney,
with full power of substitution, to transfer this stock on the books and records
of the aforesaid Corporation.
__________________________________
Dated:______________________
In the presence of:
______________________________
Xxxxx X. XxXxxxxxxx, Secretary
SP-1
STOCK POWER
For value received, I hereby sell, assign, and transfer to First Xxxxxxxx
Financial Corporation (the "Corporation") ____________ shares of the capital
stock of the Corporation, standing in my name on the books and records of the
aforesaid Corporation, represented by Certificate No._____, and do hereby
irrevocably constitute and appoint the Secretary of the Corporation attorney,
with full power of substitution, to transfer this stock on the books and records
of the aforesaid Corporation.
__________________________________
Dated:______________________
In the presence of:
______________________________
Xxxxx X. XxXxxxxxxx, Secretary
SP-2
STOCK POWER
For value received, I hereby sell, assign, and transfer to First Xxxxxxxx
Financial Corporation (the "Corporation") ____________ shares of the capital
stock of the Corporation, standing in my name on the books and records of the
aforesaid Corporation, represented by Certificate No._____, and do hereby
irrevocably constitute and appoint the Secretary of the Corporation attorney,
with full power of substitution, to transfer this stock on the books and records
of the aforesaid Corporation.
__________________________________
Dated:______________________
In the presence of:
______________________________
Xxxxx X. XxXxxxxxxx, Secretary
SP-3
STOCK POWER
For value received, I hereby sell, assign, and transfer to First Xxxxxxxx
Financial Corporation (the "Corporation") ____________ shares of the capital
stock of the Corporation, standing in my name on the books and records of the
aforesaid Corporation, represented by Certificate No._____, and do hereby
irrevocably constitute and appoint the Secretary of the Corporation attorney,
with full power of substitution, to transfer this stock on the books and records
of the aforesaid Corporation.
__________________________________
Dated:______________________
In the presence of:
______________________________
Xxxxx X. XxXxxxxxxx, Secretary
SP-4
STOCK POWER
For value received, I hereby sell, assign, and transfer to First Xxxxxxxx
Financial Corporation (the "Corporation") ____________ shares of the capital
stock of the Corporation, standing in my name on the books and records of the
aforesaid Corporation, represented by Certificate No._____, and do hereby
irrevocably constitute and appoint the Secretary of the Corporation attorney,
with full power of substitution, to transfer this stock on the books and records
of the aforesaid Corporation.
__________________________________
Dated:______________________
In the presence of:
______________________________
Xxxxx X. XxXxxxxxxx, Secretary
SP-5
