EXHIBIT 4.2
TECHE FEDERAL SAVINGS BANK
RESTRICTED STOCK AGREEMENT WITH XXXXX XXXXXX
TECHE FEDERAL SAVINGS BANK
RESTRICTED STOCK AGREEMENT
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This Agreement constitutes the award of a total of 6,000 shares of
Common Stock of Teche Holding Company ("Corporation"), to Xxxxx Xxxxxx (the
"Participant") on such terms and conditions as are set forth hereinafter.
1. Definitions. As used herein, the following definitions shall
apply.
"Award" means the grant by the Committee of the right to
receive Shares as detailed hereinafter.
"Bank" shall mean Teche Federal Savings Bank, or any
predecessor corporation thereto.
"Board" shall mean the Board of Directors of the Bank, or any
successor corporation thereto.
"Change in Control" shall mean: (i) the sale of all, or a
material portion, of the assets of the Corporation; (ii) the merger or
recapitalization of the Corporation whereby the Corporation is not the surviving
entity; (iii) a change in control of the Corporation, as otherwise defined or
determined by the Office of Thrift Supervision or regulations promulgated by it;
or (iv) the acquisition, directly or indirectly, of the beneficial ownership
(within the meaning of that term as it is used in Section 13(d) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting
securities of the Corporation by any person, trust, entity or group. This
limitation shall not apply to the purchase of shares by underwriters in
connection with a public offering of Corporation stock, or the purchase of
shares of up to 25% of any class of securities of the Corporation by a
tax-qualified employee stock benefit plan which is exempt from the approval
requirements, set forth under 12 C.F.R. ss.574.3(c)(1)(vi) as now in effect or
as may hereafter be amended. The term "person" refers to an individual or a
corporation, partnership, trust, association, joint venture, pool, syndicate,
sole proprietorship, unincorporated organization or any other form of entity not
specifically listed herein. The decision of the Committee as to whether a Change
in Control has occurred shall be conclusive and binding.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the Board or the Committee which may
be appointed by the Board from time to time.
"Common Stock" shall mean common stock of the Corporation, or
any successor or parent corporation thereto.
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"Corporation" shall mean Teche Holding Company, the parent
corporation for the Bank, or any predecessor or Parent thereof.
"Date of Grant" shall mean August 23, 1999, or such later date
that shall be the Participant's date of hire with the Bank.
"Director" shall mean a member of the Board of the
Corporation, or any successor or parent corporation thereto.
"Director Emeritus" shall mean a person serving as a director
emeritus, advisory director, consulting director or other similar position as
may be appointed by the Board of Directors of the Bank or the Corporation from
time to time.
"Disability" means any physical or mental impairment which
renders the Participant incapable of continuing in the employment or service of
the Bank or the Parent in his then current capacity as determined by the
Committee.
"Employee" shall mean a person employed by the Bank or the
Corporation or any present or future Parent or Subsidiary of the Corporation.
"Parent" shall mean any present or future corporation which
would be a "parent corporation" as defined in Subsections 424(e) and (g) of the
Code.
"Participant" means Xxxxx Xxxxxx, an Employee of the Bank.
"Share" shall mean one share of Common Stock.
"Subsidiary" shall mean any present or future corporation
which would be a "subsidiary corporation" as defined in Subsections 424(f) and
(g) of the Code.
2. Vesting of Awards.
(a) Schedule of Vesting. The Awards shall be earned and
non-forfeitable in accordance with the terms of the Agreement, provided the
holder of such Award is an Employee of the Corporation or the Bank as of such
date, as follows:
Date Percentage of Total Shares
---- Awarded Which Are
Non-forfeitable
---------------
Upon grant........................................ 0%
As of December 1, 1999............................ 20%
As of December 1, 2000............................ 40%
As of December 1, 2001............................ 60%
As of December 1, 2002............................ 80%
As of December 1, 2003............................ 100%
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Notwithstanding any provisions in this Section 2, Awards shall be 100%
earned and non-forfeitable upon the death or Disability of the Participant, or
upon a Change in Control.
3. Non-transferability of Awards. This Award may not be transferred in
any manner otherwise than by will or the laws of descent or distribution. The
terms of this Award shall be binding upon the executors, administrators, heirs,
successors and assigns of the Participant.
4. Six Month Holding Period. A total of six months must elapse between
the Date of Grant of an Award and the date of the sale of Common Stock received
thereunder.
5. Revocation for Misconduct. Notwithstanding anything herein to the
contrary, the Board may, by resolution, immediately revoke, rescind and
terminate any Award, or portion thereof, previously awarded under this Plan, to
the extent Shares have not been delivered thereunder to the Participant, whether
or not yet earned, in the case of an Employee who is discharged from the employ
of the Parent, Bank or a Subsidiary for Cause (as hereinafter defined), or who
is discovered after termination of employment to have engaged in conduct that
would have justified termination for cause. "Cause" is defined as personal
dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving
personal profits, intentional failure to perform stated duties, willful
violation of a material provision of any law, rule or regulation (other than
traffic violations and similar offense), or a material violation of a final
cease-and-desist order or any other action which results in a substantial
financial loss to the Parent, Bank or its Subsidiaries. A determination of
"Cause" shall be made by the Board within its sole discretion.
6. Payment of Dividends. With respect to the Awards, whether or not
non-forfeitable, the Participant shall also be entitled to receive an amount
equal to any cash dividends declared and paid with respect to shares of Common
Stock represented by such Award between the date the relevant Award was
initially granted to such Participant and the date the Shares are distributed.
Such dividend amounts shall be paid to the Participant within 30 days of each
respective Dividend Payment Date, subject to applicable tax withholding.
7. Tax Withholding. The Bank may withhold from any payment or
distribution made under this Agreement sufficient amounts to cover any
applicable withholding and employment taxes, and if the amount of such payment
is not sufficient, the Bank may require the Participant to have the Bank
withhold from delivery a number of Shares having a fair market value, at the
time withheld, sufficient to satisfy such withholding and employment taxes, or
to pay to the Bank the amount required to be withheld as a condition of
delivering the Shares.
8. Regulatory Exceptions. No Shares shall be distributed hereunder
unless and until all of the requirements of all applicable law and regulation
shall have been fully complied with, as may be required by applicable law and
regulations as determined by the Board.
Shares shall not be issued with respect to any Award granted
under the Agreement unless the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law and the requirements of any
stock exchange upon which the Shares may then be listed.
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The inability of the Corporation or the Bank to obtain from
any regulatory body or authority deemed by the Corporation's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder shall relieve
the Corporation of any liability in respect of the non-issuance or sale of such
Shares.
As a condition to the exercise of an Award, the Corporation or
the Bank may require the person exercising the Award to make such
representations and warranties as may be necessary to assure the availability of
an exemption from the registration requirements of federal or state securities
law.
9. Governing Law. The Agreement shall be governed by and construed in
accordance with the laws of the State of Louisiana, except to the extent that
federal law shall be deemed to apply.
10. Administration. All decisions, determinations and interpretations
of the Agreement shall be made by the Committee and shall be final and
conclusive on all persons affected thereby.
11. Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon any corporate or other successor of the Bank or Parent
which shall acquire, directly or indirectly, by merger, consolidation, purchase
or otherwise, all or substantially all of the assets or stock of the Bank or
Parent.
12. Amendments. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
13. Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceablitiy of the other provisions hereof.
14. Entire Agreement. This Agreement together with any understanding or
modifications thereof as agreed to in writing by the parties, shall constitute
the entire agreement between the parties hereto.
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This Agreement is hereby executed between the parties as of
August 24, 1999.
TECHE HOLDING COMPANY
By: /s/ Xxxxxxx X. Little
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ITS PRESIDENT
Attest:
/s/ X. Xxxx Little , Jr.
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[SEAL]
ACCEPTED: /s/ Xxxxx Xxxxxx
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PARTICIPANT
