EXHIBIT 10.1
PLAN SHARE AWARD AGREEMENT
2002 RECOGNITION AND RETENTION PLAN
AND TRUST AGREEMENT
FIRST BANCTRUST CORPORATION
THIS AGREEMENT is made this 30th day of December, 2005 (hereinafter
referred to as the "Date of Grant") by and between First BancTrust Corporation
(the "Corporation") and (Insert Name of Recipient), an employee or a
non-employee director of the Corporation or a Subsidiary thereof (the
"Recipient").
WHEREAS, the Corporation has adopted the 2002 Recognition and Retention
Plan and Trust Agreement (the "Plan"), which is hereby incorporated in its
entirety by reference herein; and
WHEREAS, the Corporation desires to grant to the Recipient a Plan Share
Award, as described in the Plan.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the Corporation and the
Recipient agree as follows:
1. Plan Share Award. The Corporation hereby grants to the Recipient a
Plan Share Award consisting of a total of (Insert Number) shares of common
stock, par value $.01 per share ("Common Stock"), upon the terms and conditions
set forth herein.
2. Vesting of Plan Share Award.
(a) The Plan Share Award granted by this Agreement shall vest over a
period of five years from the Date of Grant, except as otherwise
provided in the Plan and this Agreement. The Corporation has
established a "Performance Goal" as provided in Section 3.17 of
the Plan. The Committee for the Plan has established an
objective for the Corporation to increase its net income before
taxes by at least eight percent (8.0%) for each of the next five
years. This measure shall be expressed as an increase in return
on average assets for the year. (An example of this calculation
is attached as "Exhibit B".)
If the Performance Goal in any year is accomplished, the
Recipient shall, upon March 10 of the following calendar year,
become vested in a percentage of the shares of common stock
subject to the Plan Share Award as follows:
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YEAR ENDING PERCENTAGE TO VEST FOR YEAR
12/31/06 6.67%
12/31/07 13.33%
12/31/08 20.00%
12/31/09 26.67%
12/31/10 33.33%
Upon vesting, the shares of Common Stock subject to the Plan
Share Award shall be released from restriction and distributed
to the Recipient from the Recognition and Retention Plan Trust
(the "Trust"), except to the extent of a deferral election
executed by the Recipient concurrent with the execution of this
Agreement.
If the Performance Goal for the Corporation is not achieved for
any of the fiscal years identified above is not met, then the
percentage of shares of Common Stock subject to the Plan Share
Award that could have become vested shall be forfeited as of
December 31, 2010, unless the cumulative profit increases for
the five years following the Date of Grant are an amount
equivalent to or greater than the sum of five consecutive
increases of eight percent (8.0%) compounded annually, in which
case any remaining unvested shares shall vest and then be
released from restriction and distributed to the Recipient from
the Trust, except to the extent of a deferral election executed
by the Recipient concurrent with the execution of this
Agreement.
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(b) Notwithstanding the general rule set forth above, all shares of
Common Stock subject to this Plan Share Award held by the
Recipient shall be deemed to be earned as of the effective date
of a Change in Control of the Corporation (as defined in Section
3.04 of the Plan) if said Change in Control occurs prior to
December 31, 2010.
3. Terms and Conditions. The terms and conditions included in the Plan
are incorporated herein by reference, and to the extent that any conflict may
exist between the terms and conditions included in the Plan and the terms of
this Agreement, the terms and conditions included in the Plan shall control.
4. Withholding. The Trust may withhold from any cash payment or Common
Stock distribution made to the Recipient under the Plan sufficient amounts to
cover any applicable withholding and employment taxes, and if the amount of a
cash payment is insufficient, the Trust may require the Recipient or the
Recipient's beneficiary to pay to the Trust the amount required to be withheld
as a condition of delivering the shares of Common Stock.
5. Non-transferability of Award. The Plan Share Awards granted to the
Recipient may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of prior to the time that they are earned and distributed
pursuant to the terms of the Plan.
6. Delivery of Stock. Whenever shares of Common Stock subject to this
Plan Share Award are released from restriction, the Trustee shall, subject to
the implementation of an arrangement between the Corporation and the Recipient
to effectuate all necessary tax withholding, issue a certificate to the
Recipient for such unrestricted shares. Such certificate may, however, reflect
any applicable restrictions under federal securities laws. The Trustee shall
follow all requisite procedures to deliver such certificates to the Recipient;
provided, however, that such delivery may be postponed to enable the Corporation
and the Trustee to comply with any applicable procedures, regulations or listing
requirements of any governmental agency, stock exchange or regulatory agency.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers, and the Recipient has hereunto set his
or her hand, all effective as of the day first above written.
FIRST BANCTRUST CORPORATION
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Xxxxx X. Xxxxxx
President and Chief Executive Officer
ATTEST:
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By: Xxxxx X. Xxxx
Secretary
RECIPIENT
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(Insert Name of Recipient)
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