RESTRICTED STOCK AWARD AGREEMENT Granted by EVANS BANCORP, INC. under the EVANS BANCORP, INC. 2009 LONG TERM EQUITY INCENTIVE PLAN
Exhibit 10.4
Granted by
XXXXX BANCORP, INC.
under the
under the
XXXXX BANCORP, INC. 2009 LONG TERM EQUITY INCENTIVE PLAN
1. Restricted Stock Award. Xxxxx Bancorp, Inc. (the “Company”) has granted to
the following person (the “Participant”) a Restricted Stock Award (the “Award”), pursuant to the
Company’s 2009 Long-Term Equity Incentive Plan (as amended from time to time)( the “Plan”), of the
number of shares (the “Shares”) of common stock (“Common Stock”) of the Company set forth opposite
the Participant’s name below, subject to the terms and conditions of this Restricted Stock Award
Agreement (the “Agreement”) and the Plan. Except where the context otherwise requires, the term
“Company” shall include the parent and all present and future subsidiaries of the Company as
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced
from time to time (the “Code”). Capitalized terms used herein but not defined shall have the same
meaning as in the Plan.
| Name of Participant: | ||||||||||
| Number of Shares of Common Stock Granted: | ||||||||||
| Date of Grant: | ||||||||||
2. Forfeitable Shares and Vested Shares. All Shares shall be deemed to be “Forfeitable
Shares” until the Company’s right of Forfeiture, described in Section 0 below, has expired (and the
Participant’s right to retain such shares has accrued) in accordance with the Vesting Schedule set
forth in Section 0. Forfeitable Shares shall be subject to Forfeiture as described in Section 0
below. “Vested Shares” are Shares held by the Participant as to which the Company’s right of
Forfeiture has expired (and the Participant’s right to retain such Shares has accrued) based on the
Vesting Schedule. All certificates representing Forfeitable Shares shall remain in the possession
of the Company until such shares become Vested Shares in accordance with the terms of this
Agreement. The Company shall deliver to the Participant a certificate representing the
Participant’s Vested Shares promptly after such Shares become Vested Shares.
3. Vested Shares; Vesting Schedule. The Company’s right of Forfeiture shall expire and the
Shares shall become Vested Shares in accordance with the following:
(a) Twenty-five percent (25%) of the total number of Shares shall become Vested Shares on the
first anniversary of the date of grant (i.e., );
(b) An additional twenty-five percent (25%) of the total number of Shares shall become Vested
Shares on the second anniversary of the date of grant (i.e., ); and
(c) An additional twenty-five percent (25%) of the total number of Shares shall become Vested
Shares on the third anniversary of the date of grant (i.e., ); and
(d) The final twenty-five percent (25%) of the total number of Shares shall become Vested
Shares on the fourth anniversary of the date of grant (i.e., ).
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(e) Vesting Upon Death or Disability. In the event of Participant’s termination of employment
due to death or Disability of the Participant before the expiration of the Vesting Schedule, then
the vesting of the Shares under the Vesting Schedule shall be automatically accelerated in full so
that all of the Shares shall become Vested Shares, effective as of the date of death or Disability;
(f) Vesting Upon Retirement. In the event of the Participant’s termination of employment by
reason of Retirement before the expiration of the Vesting Schedule, then the vesting of the Shares
under the Vesting Schedule shall be automatically accelerated in full so that all of the Shares
shall become Vested Shares, effective as of the date of such Retirement.
(g) Vesting Upon a Change in Control. In the event of the Participant’s Involuntary
Termination of Employment (as defined in the Plan) following a Change in Control (as defined in the
Plan), all Restricted Stock Awards shall become fully earned and vested immediately.
4. Forfeiture of Shares.
(a) Forfeiture. Upon the Participant’s termination of employment for any reason (other than
the Participant’s death, Disability or Retirement or following a Change in Control as provided in
Section 3) before the end of the term of the Vesting Schedule, then all Shares which as of the date
of such termination constitute Forfeitable Shares shall be forfeited to the Company (“Forfeiture”)
without payment of any consideration by the Company. There shall be no further accruals under the
Vesting Schedule (and no further Forfeitable Shares shall become Vested Shares) from and after the
date of any such termination.
(b) Forfeiture of Forfeitable Shares. The Participant’s rights in all Forfeitable Shares
shall terminate automatically on the date of the Participant’s termination of employment for
reasons other than the Participant’s death, Disability or Retirement, and the Company may thereupon
cancel the certificate or certificates representing such Forfeitable Shares on its books. In the
event that the certificates then being held by the Company under this Agreement represent Vested
Shares as well as Forfeitable Shares, the Company shall issue to the Participant a replacement
certificate for such Vested Shares.
5. No Implied Rights. Neither a Participant nor any other person shall by reason of
participation in the Plan acquire any right in or title to any assets, funds or property of the
Company or any subsidiary whatsoever, including any specific funds, assets, or other property which
the Company or any subsidiary, in its sole discretion, may set aside in anticipation of a liability
under the Plan. A Participant shall have only a contractual right to the shares of Common Stock or
amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or
any subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of
the Company or any subsidiary shall be sufficient to pay any benefits to any person. No individual
shall have the right to be selected to receive an Award under the Plan, or, having been so
selected, to receive a future Award under the Plan.
6. No Rights as a Stockholder. Except as otherwise provided in the Plan, no Award under the
Plan shall confer upon the holder thereof any rights as a stockholder of the Company prior to the
date on which the individual fulfills all conditions for receipt of such rights.
7. Dividends. Any dividends or distributions (other than a stock dividend consisting of
shares of Common Stock) declared and paid with respect to shares of Common Stock subject to the
Award, without regard to vesting status, shall be immediately distributed to the Participant.
8. Voting Rights. The Participant shall have the right to vote the shares of Common Stock
subject to this Award, without regard to vesting status, unless shares are forfeited.
9. Availability of Tax Election. The Participant acknowledges that the Company has advised
the Participant of the possibility of making an election under Section 83(b) of the Code with
respect to the Award of the Shares and has recommended that the Participant consult a qualified tax
advisor regarding the desirability of making such an election in light of the Participant’s
individual circumstances.
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10. Acceptance and Acknowledgment. The Recipient hereby accepts this Award, subject to all
the terms and provisions herein and to the provisions of the Plan (as it may be amended from time
to time). The Recipient hereby agrees to accept as binding, conclusive, and final, all decisions
and interpretations of the Committee upon any questions arising under the Plan. As a condition to
the issuance of shares of common stock of the Company under this Award, the Recipient authorizes
the Company to deduct from the settlement of an Award any taxes required to be withheld by the
Company under federal, state, or local law as a result of his receipt of this Award.
11. Miscellaneous.
(a) This Agreement may not be amended or otherwise modified unless evidenced in writing and
signed by the Company and the Participant.
(b) All notices under this Agreement shall be mailed or delivered by hand to the parties at
their respective addresses set forth beneath their names below or at such other address as may be
designated in writing by either of the parties to one another.
(c) This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to its principles of conflicts of laws.
(e) This Agreement is executed in two (2) counterpart originals, one (1) to be retained by the
Participant and one (1) to be retained by the Company.
| XXXXX BANCORP, INC. |
||||
| By: | ||||
| Chairman of the Compensation Committee | ||||
PARTICIPANT’S ACCEPTANCE
The undersigned hereby accepts the grant of the Award described in this Agreement and agrees
to the terms and conditions hereof and of the 2009 Long Term Equity Incentive Plan. The
undersigned hereby acknowledges receipt of a copy of the Company’s 2009 Long-Term Equity Incentive
Plan.
PARTICIPANT
ACKNOWLEDGMENT OF RECEIPT OF EARNED SHARES
I hereby acknowledge the delivery to me by Xxxxx Bancorp, Inc. (the “Company”) on
, of stock certificates for shares of common stock of the Company
earned by me pursuant to the terms and conditions of the Restricted Stock Award Agreement, and the
Xxxxx Bancorp, Inc. 2009 Long-Term Equity Incentive Plan, which shares were transferred to me on
the Company’s stock record books on .
Dated:
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