Exhibit 10.2(g)
TRANSCOMMUNITY BANKSHARES, INC.
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT is entered on December 8, 2003 by and
between TRANSCOMMUNITY BANKSHARES, INC. (the "Corporation") and XXXXXXX X. XXXXX
(the "Executive").
RECITALS:
A. The Board of Directors of the Corporation desires to recognize the
contribution of the Executive to the operation of the Corporation's business
since its inception and to induce the Executive to continue excellence in the
performance of his duties as the Chairman of the Board of Directors and Chief
Executive Officer of the Corporation.
B. The Board of Directors hereby awards to the Executive a restricted
stock award conditioned upon the terms and conditions set forth below.
AGREEMENT:
NOW THEREFORE, in consideration of the above recitals, the mutual
covenants and agreements set forth below, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1. Definitions. The following terms shall have the meaning set forth
below:
(a) "Award Date" means the date of this Agreement.
(b) "Board" or "Board of Directors" means the Board of
Directors of the Corporation.
(c) "Cause" means (i) the persistent refusal or willful
failure of the Executive materially to perform his duties and responsibilities
to the Corporation, which refusal or failure continues for thirty (30) days
after the Executive receives written notice of such; (ii) the Executive's
misappropriation, fraud or other dishonesty with respect to the assets or the
business of the Corporation; (iii) the Executive's conduct or malfeasance that
materially and adversely affects the Corporation or its reputation in the
industry; or (iv) the Executive's conviction for, or the entering of a plea of
Nolo Contendere to, a felony or a crime involving moral turpitude.
(d) "Disability" means a condition that (i) results from
bodily injury or disease and (ii) for a three (3) consecutive month period, or
the cumulative equivalent of six (6) months in any twelve (12) consecutive month
period, has rendered the Executive unable to perform the duties pertaining to
his employment with the Corporation. A return to work of less than fourteen (14)
consecutive days will not be considered an interruption in the Executive's three
(3) consecutive months of disability. Disability will be determined by the Board
of Directors on the basis of medical evidence satisfactory to the Board of
Directors.
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Exhibit 10.2(g)
(e) "Good Reason" means the continuation of the occurrence of
any of the following after the Executive has given written notice thereof to the
Corporation and the Corporation has failed to remedy reasonably the pertinent
problem within thirty (30) days after receipt of such notice: (i) the
Executive's base salary is reduced in violation of his then current written
employment agreement (the "Executive's Employment Agreement"); (ii) the
Executive's job duties and responsibilities are materially diminished; (iii) the
Executive's principal place of employment is moved to a location that is more
than thirty (30) miles from his current place of employment; (iv) the Executive
is knowingly directed by the Board of Directors to engage in conduct that is
unethical or illegal; (v) the Board of Directors disapproves consummation of any
of the transactions set forth in the then current strategic plan of the Company
as adopted from time to time by the Board of Directors when such disapproval is
unreasonable from the perspective of not being in the best interests of the
Company; or (vi) the Corporation has otherwise breached any of its material
obligations under the Executive's Employment Agreement.
2. Award of Shares. The Corporation hereby grants to the Executive a
restricted stock award as of the Award Date, covering 25,000 shares of the
Corporation's Common Stock (the "Award Shares") subject to the terms,
conditions, and restrictions set forth in this Agreement.
3. Period of Restriction.
(a) Except as contemplated in Section 7 below, the Award
Shares may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, otherwise than by will or by the laws of descent and
distribution, during the Period of Restriction (as defined below).
(b) Subject to earlier vesting or forfeiture as hereinafter
provided, the period of restriction (the "Period of Restriction") applicable to
the Award Shares shall be from the Award Date to January 1, 2008, except that
the Period of Restriction shall end for each of the following share amounts of
the Award Shares on the following dates:
SHARES NO LONGER SUBJECT
DATE TO PERIOD OF RESTRICTION
1/1/04 5,000
1/1/05 5,000
1/1/06 5,000
1/1/07 5,000
1/1/08 5,000
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TOTAL 25,000
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Exhibit 10.2(g)
4. Stock Certificates. The stock certificate(s) for the Award Shares
shall be registered on the Corporation's stock transfer books in the name of the
Executive. Physical possession of the stock certificate(s) shall be retained by
the Corporation until such time as the Period of Restriction expires or the
restrictions are terminated under Section 7 below. The certificate(s) evidencing
the Award Shares shall bear the following 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 Restricted Stock Agreement dated
December 8, 2003 between TransCommunity Bankshares, Inc. and
Xxxxxxx X. Xxxxx, a copy of which may be obtained from the
Secretary of such corporation.
Once the Period of Restriction expires or the restrictions are terminated under
Section 7 below, the Executive shall be entitled to have the aforementioned
legend removed from the stock certificate(s) for the Award Shares.
5. Voting Rights. During the Period of Restriction, the Executive may
exercise full voting rights with respect to the Award Shares.
6. Dividends and Other Distributions. During the Period of Restriction,
the Executive shall be entitled to receive currently all dividends and other
distributions paid with respect to the Award Shares other than dividends or
distributions paid in shares of the Corporation's Common Stock. If any such
dividends or distributions are paid in shares of the Corporation's Common Stock,
such shares shall be registered in the name of the Executive and deposited with
the Corporation as provided in Section 4 above and such shares shall be subject
to the same restrictions on transferability as the Award Shares with respect to
which they were paid.
7. Release of Restrictions and Forfeiture.
(a) If, prior to the expiration of the Period of Restriction,
the Executive's employment with the Corporation is terminated due to the
Executive's death or Disability, any restrictions applicable to any Award Shares
shall automatically terminate and the Award Shares shall be free of restrictions
and freely transferable.
(b) If, prior to the expiration of the Period of Restriction,
the Executive's employment with the Corporation is terminated without Cause by
the Corporation or for Good Reason by the Executive, any restrictions applicable
to any Award Shares shall automatically terminate and the Award Shares shall be
free of restrictions and freely transferable.
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Exhibit 10.2(g)
(c) If, prior to the expiration of the Period of Restriction,
the Executive's employment with the Corporation is terminated for any reason
other than those set forth in Sections 7(a) or (b) above (including, but not
limited to, the non-renewal of the Executive's employment with the Corporation
after December 31, 2005 as a consequence of the Corporation and the Executive
failing to agree to the Executive's compensation under Section 2 of that certain
Employment Agreement dated the date hereof between the Corporation and the
Executive), all Award Shares which are still subject to the Period of
Restriction under Section 3 above shall be automatically forfeited to the
Corporation.
8. Withholding Taxes. The Corporation shall have the right to retain
and withhold the amount of taxes required by any governmental entity to be
withheld or otherwise deducted and paid with respect to the Award Shares. At its
discretion, the Corporation may require the Executive to reimburse the
Corporation for any such taxes required to be withheld by the Corporation and to
withhold any distribution in whole or in part until the Corporation is so
reimbursed. In lieu thereof, the Corporation shall have the right to withhold
from any other cash amounts due to or to become due from the Corporation to the
Executive an amount equal to such taxes required to be withheld by the
Corporation to reimburse the Corporation for any such taxes or to retain and
withhold a number of Award Shares having a Fair Market Value not less than the
amount of such taxes and cancel any such shares so withheld in order to
reimburse the Corporation for any such taxes. The Executive is authorized to
deliver shares of the Corporation's Common Stock in satisfaction of minimum
statutorily required tax withholding obligations (including Award Shares if the
Period of Restriction therefore has lapsed).
9. Capital Stock Adjustments. The number and class of Awarded Shares
subject to this Agreement shall be subject to appropriate adjustment to reflect
such events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Corporation.
10. Notices. (a) Any notice to the Corporation required under or
relating to this Agreement shall be in writing and addressed to:
TransCommunity Bankshares, Inc.
0000 Xxxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Secretary
(b) Any notice to the Executive required under or relating to
this Agreement shall be in writing and addressed to the Executive at his address
as it appears on the records of the Corporation.
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Exhibit 10.2(g)
11. Stock Option Plan. The Award Shares described above do not
constitute any shares included within or issued pursuant to that certain 2001
Stock Option Plan of the Corporation, as amended.
IN WITNESS WHEREOF, the Corporation and the Executive have signed this
Agreement as of the date first above written.
CORPORATION:
TRANSCOMMUNITY BANKSHARES, INC.
By: /s/ XXXX X. XXXXX, XX.
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Its: CHAIRMAN, COMPENSATION
COMMITTEE
EXECUTIVE:
By: /s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
