FIRST XXXXXXX COUNTY CORPORATION
RESTRICTED STOCK
AWARD AGREEMENT
FOR
[ELIGIBLE PARTICIPANT NAME]
We are pleased to advise you that First Xxxxxxx County Corporation
(the "Corporation") hereby grants to you under the First Xxxxxxx County
Corporation 2005 Restricted Stock Plan (the "Plan"), an award of restricted
stock with respect to _________ shares of Common Stock of the Corporation,
subject to your signing this Agreement and the provisions hereof. This award is
subject in all respects to the applicable provisions of the Plan, a complete
copy of which has been furnished to you and receipt of which you acknowledge by
acceptance of the award. Such provisions are incorporated herein by reference
and made a part hereof (including all defined terms).
1. Issuance of Shares. Upon your execution and delivery of this
Agreement and one or more instruments of transfer relating to all shares
issuable pursuant to this Agreement (the "Shares"), you will be issued
________Shares of Common Stock as of _____________ (the "Grant Date"), subject
to the terms, conditions and restrictions of this Agreement and the Plan. Such
Shares shall be registered in your name, but the Corporation shall retain
custody of any certificates issued for such Shares pending the vesting or
forfeiture thereof. Upon the vesting of any such Shares, the Corporation shall
deliver to you the certificates for such Shares.
2. Vesting. Shares of Common Stock issued to you under this
Agreement shall vest according to the following schedule:
(A) 33 1/3% of the shares issued under the Restricted Stock
Award shall vest on the first annual anniversary of the Grant Date;
(B) an additional 33 1/3% of the shares issued under the
Restricted Stock Award shall vest on the second annual anniversary of the Grant
Date;
(C) the remaining 33 1/3% of the shares issued under the
Restricted Stock Award shall vest on the third annual anniversary of the Grant
Date.
3. Conditions to Vesting. As a condition to the vesting of any
portion of the Shares, all of the following conditions must be fully satisfied
on the applicable vesting date:
(i) You must be employed by or engaged to provide services to
(and, at all times subsequent to the Grant Date, have been continuously employed
by or engaged to provide services to) the Corporation or its affiliates, and no
event shall have occurred which, with due notice or lapse of time, or both,
would entitle the Corporation to terminate your employment or engagement with
the Corporation or its affiliates.
(ii) You must not be in breach or default of any obligation to
the Corporation, whether or not contained in any agreement with the Corporation
or imposed by law.
4. Death, Disability or Change in Control. Shares of Common Stock
issued under this Agreement shall become immediately and fully vested in the
event: (A) you die; (B) you incur a Disability; or (C) a Change of Control
occurs; provided, however, that you satisfy the requirements of Section 3 of
this Agreement. The terms "Disability" and "Change of Control" are defined in
the Plan.
5. Transferability. The Shares of Common Stock issued to you under
this Agreement shall not be transferable by you prior to the date such Shares
become vested under the terms of this Agreement and the Plan, except in the case
of your death or disability.
6. Restrictive Legend. Certificates for the Shares with respect to
which the restrictions have not lapsed shall be inscribed with the following
legend:
"The shares of stock evidenced by this certificate
are subject to the terms and restrictions of a Restricted
Stock Award Agreement. They are subject to forfeiture
under the terms of that Agreement if they are transferred,
sold, pledged, given, hypothecated, or otherwise disposed
of, other than through death or disability. A copy of that
Agreement is available from the Secretary of First Xxxxxxx
County Corporation upon request."
7. Removal of Restrictive Legend. When the restrictions on any
Shares lapse, the Corporation shall cause a replacement stock certificate for
those Shares, without the legend referred to in Section 6, to be issued and
delivered to you, as soon as practicable.
8. No Right to Employment. Neither the award of Shares pursuant to
this Agreement nor any provision of this Agreement shall be construed (i) to
give you any right to continued employment with the Corporation or (ii) as an
amendment to your employment agreement with the Corporation.
9. Forfeiture. Shares of Common Stock issued to you under this
Agreement not previously vested hereunder shall be forfeited as of the date your
employment by, or engagement to provide services to, the Corporation and all
affiliates thereof terminates. Following such a forfeiture, you shall have no
rights whatsoever with respect to the Shares of Common Stock forfeited.
10. Voting, Dividend and Tender Offer Rights. You shall have all
voting, dividend and tender offer rights with respect to Shares of Common Stock
issued to you under this Agreement whether or not such Shares are vested or
unvested. Cash dividends shall be distributed to you. Stock dividends shall be
issued to you and shall become vested under the same terms and conditions as the
Shares under the award of restricted stock to which they pertain.
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11. Withholding of Applicable Taxes. It shall be a condition to the
Corporation's obligation to deliver Common Stock to you pursuant to this
Agreement that you pay, or make provision satisfactory to the Corporation for
the payment of, any taxes (other than stock transfer taxes) the Corporation is
obligated to collect with respect to the delivery of Common Stock under this
Agreement, including any applicable federal, state, or local withholding or
employment taxes.
12. Amendment. This Agreement may be amended, in whole or in part
and in any manner not inconsistent with the provisions of the Plan, at any time
and from time to time, by written agreement between the Corporation and you.
The undersigned hereby acknowledges this award of restricted stock
on behalf of the Corporation.
FIRST XXXXXXX COUNTY CORPORATION
By: _________________________________
Title:_________________________________
Date: _________________________________
To indicate your acceptance and agreement to this Restricted Stock
Award, please execute and immediately return to the Corporation the enclosed
duplicate original of this Agreement.
The undersigned (the "Participant") acknowledges receipt of a copy
of the Plan and a copy of the Prospectus covering the Restricted Stock to be
issued pursuant to the Plan, and the Participant represents that he or she has
read and is familiar with the terms, conditions and provisions thereof and
hereby accepts this Restricted Stock Award subject to all the terms, conditions
and provisions thereof. The Participant hereby agrees to accept as binding,
conclusive and final, all decisions or interpretations of the Board of Directors
or the Administrator upon any questions arising under the Plan.
ACCEPTED AND AGREED TO:
__________________________________
[Employee's name]
__________________________________
Date
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