EXHIBIT 10.1
PSB GROUP, INC. 2004 STOCK COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") is made effective___________,
2007, between PSB Group, Inc a Michigan corporation (the "Company") and
_________________ (the "Grantee") in accordance with the following terms and
conditions:
1. Share Award. The Company hereby awards to the Grantee _______ shares
("Shares") of common stock of the Company ("Common Stock") pursuant to the PSB
Group, Inc., 2004 Stock Compensation Plan, as the same may be amended from time
to time (the "Plan"), and upon the terms and conditions and subject to the
restrictions set forth in the Plan and as set forth in this Agreement. A copy of
the Plan, as currently in effect, has been provided to the Grantee and is
incorporated herein by reference and is attached hereto. Capitalized terms used
herein but which are not defined herein shall have the meanings given to such
terms in the Plan.
2. Restrictions on Transfer and Vesting Period. Except as otherwise
provided herein, Shares shall become vested ("Vested") in accordance with the
following schedule:
Date of Vesting Number of Shares Vested
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February ___, 2010
Until Shares become Vested in accordance with such schedule, or as otherwise
provided in this Agreement, Shares may not be sold, assigned, transferred,
pledged, or otherwise encumbered by the Grantee except pursuant to a "domestic
relations order," as defined in Section 414(p)(1)(B) of the Code, or as
hereinafter provided.
The Committee, referred to in Section 4 of the Plan, shall have the
authority, in its discretion, to accelerate Vesting (including, but not limited
to, the authority to remove any or all restrictions), whenever the Committee may
determine that such action is appropriate by reason of changes in applicable tax
or other laws, other changes in circumstances occurring after the date hereof,
or for any other reason.
Upon a Change in Control of the Company, Grantee shall become immediately
Vested in all Shares awarded under this Agreement that have not become Vested at
that time. In the event Grantee's employment with the Company and its
Subsidiaries is terminated on or after February ____, 2009 due to the Grantee's
death or Disability, the Grantee (or the Grantee's beneficiary) shall become
Vested in all Shares that have not yet Vested. If Grantee's employment with the
Company and its Subsidiaries terminates prior to February ____, 2009 due to
Grantee's death or Disability, the Grantee shall forfeit all Shares that have
not yet Vested.
3. Termination of Service. In the event a Grantee's employment with the
Company and its Subsidiaries is terminated for any reason other than death or
Disability, the Grantee shall forfeit all Shares that have not yet Vested.
4. Certificates for the Shares. The Company shall issue a certificate for
the Shares in the name of the Grantee, and shall hold such certificate for the
benefit of the Grantee until the Grantee becomes Vested in such Shares. Such
certificate shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the PSB Group Inc., 2004 Stock Compensation Plan.
Copies of such Plan are on file in the office of the Secretary of PSB
Group, Inc., 0000 Xxxx Xxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx 00000.
The Grantee further agrees that simultaneously with the execution of this
Agreement, the Grantee shall execute stock powers in favor of the Company with
respect to the Shares and that the Grantee shall promptly deliver such stock
powers to the Company.
5. Grantee's Rights. During the period the Shares are not Vested, unless
the Shares are forfeited, the Grantee shall have all other rights of a
shareholder, including, but not limited to, the right to receive all dividends
paid on the Shares and the right to vote such Shares.
6. Delivery of Certificates. Upon Vesting with respect to any portion of
the Shares, the Company shall deliver to the Grantee (or in the case of a
deceased Grantee, to his legal representative) a certificate in respect of such
Shares and the related stock power held by the Company pursuant to Section 4
above. Shares which have become Vested shall be free of the restrictions
referred to in this Agreement and such certificate shall not bear the legend
provided for in Section 4 above.
7. Non-Solicitation and Clawback Provision.
(a) Restrictive Covenant. The Company and Grantee agree that, as an
essential ingredient of and in consideration of this Agreement, the Grantee
hereby agrees that, except with the express prior written consent of the
Company, for a period of twelve (12) months after the termination of the
Grantee's employment with the Company (the "Restrictive Period"):
(i) The Grantee will not, directly or indirectly, either for himself,
or any other Financial Institution: (A) induce or attempt to induce any
employee of the Company or its Subsidiaries to leave the employ of the
Company or its Subsidiaries; (B) in any way interfere with the relationship
between Company or its Subsidiaries and any employee of the Company or its
Subsidiaries; (C) employ, or otherwise engage as an employee, independent
contractor or otherwise, any employee of the Company or its Subsidiaries;
or (D) induce or attempt to induce any customer, supplier, licensee, or
business relation of Company or its Subsidiaries to cease doing business
with the Company or its Subsidiaries or in any way interfere with the
relationship between any customer, supplier, licensee or business relation
of Company or its Subsidiaries.
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(ii) The Grantee will not, directly or indirectly, either for himself,
or any other Financial Institution, solicit the business of any person or
entity known to the Grantee to be a customer of the Company or its
Subsidiaries, whether or not the Grantee had personal contact with such
person or entity, with respect to products or activities which compete in
whole or in part with the products or activities of the Company or its
Subsidiaries.
(iii) The Grantee expressly agrees that the covenants contained in
this Section 7 are reasonable with respect to their duration and scope.
(b) Restrictive Covenant Violation. If the Grantee violates the
restrictions contained in Section 7(a) (a "Restrictive Covenant Violation") and
the Company brings legal action for injunctive or other relief, the Company
shall not, as a result of the time involved in obtaining such relief, be
deprived of the benefit of the full period of the Restrictive Period.
Accordingly, the Restrictive Period shall be deemed to have the duration
specified in Section 7(a) computed from the date the relief is granted but
reduced by the time between the period when the Restrictive Period began to run
and the date of the first Restrictive Covenant Violation by the Grantee. The
Grantee acknowledges that the restrictions contained in Section 7(a) of this
Agreement are reasonable and necessary for the protection of the legitimate
business interests of the Company, that any Restrictive Covenant Violation of
these restrictions would cause substantial injury to the Company and such
interests, that the Company would not have entered into this Agreement with the
Grantee without receiving the additional consideration offered by the Grantee in
binding himself to these restrictions and that such restrictions were a material
inducement to the Company to enter into this Agreement. In the event of any
Restrictive Covenant Violation or threatened Restrictive Covenant Violation, the
Company, in addition to and not in limitation of, any other rights, remedies or
damages available to the Company under this Agreement or otherwise at law or in
equity, shall be entitled to preliminary and permanent injunctive relief to
prevent or restrain any such Restrictive Covenant Violation by the Grantee and
any and all persons directly or indirectly acting for or with him, as the case
may be.
(c) Clawback Provision. In addition to the remedies described in Section
7(b), in the event of a Restrictive Covenant Violation, then the Committee may
(i) at any time within 180 days after the Company became aware of such
Restrictive Covenant Violation, and whether or not the Grantee's employment is
terminated, cancel some or all of any Share award under the Agreement (whether
or not vested) (the "Share Award"), and (ii) rescind some or all of any
exercise, payment or delivery that occurred or occurs pursuant to this Share
Award within 365 days before or after the Restrictive Covenant Violation. Upon
and as a condition to receipt of Shares pursuant to the Share Award, Grantee
shall, if required by the Committee, certify on a form acceptable to the Company
that he or she has not committed a Restrictive Covenant Violation. The Company
shall notify the Grantee in writing of any such rescission not later than the
later of (i) 380 days after such Restrictive Covenant Violation, or (ii) 180
days after the Company became aware of such Restrictive Covenant Violation.
Within ten days after receiving such rescission notice from the Company, the
Grantee shall pay to the Company the amount of any gain realized or payment
received as a result of the rescinded exercise, payment or delivery under the
Share Award. Such payment shall be made by returning to the Company all shares
of
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capital stock that the Grantee received in connection with the rescinded
exercise, payment or delivery under the Share Award, or if such Shares have been
transferred by the Grantee, then by paying to the Company in cash the equivalent
value thereof at the time of their transfer. A Grantee will cease to have any
rights under any Share Awards, exercises, payments or deliveries to the extent
they are canceled or rescinded pursuant to this Section 7(c). To assist in
enforcement of the Company's rescission right described above, the Company may,
in its discretion, retain any Shares deliverable to Grantee in connection with a
Share Award until the rescission period described above has lapsed, and give
appropriate stop transfer instructions to its transfer agent. The Committee may
exercise discretion under Section 7(c) in such manner as it sees fit from time
to time without regard to, and without being bound by or liable for, prior
decisions to invoke or not to invoke Section 7(c) with respect to any Grantee or
any Restrictive Covenant Violation. For purposes of this Section 7(c), the
Company will be deemed to have been aware of a Restricted Covenant Violation
only after the completion of any investigation or inquiry and only when the
Company has clear and convincing evidence thereof. Suspicion is not awareness
for these purposes.
8. Adjustments for Changes in Capitalization of the Company. In the event
of any change in the outstanding Stock of the Company as a result of a merger,
reorganization, stock split, reverse stock split, stock dividend,
recapitalization, combination or reclassification, appropriate proportionate
adjustments will be made and the number and class of Shares covered by this
Agreement shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. Any shares of Common Stock or other securities received by
the Grantee as a result of the foregoing with respect to Shares as to which the
restrictions contained herein remain in effect shall also be subject to such
restrictions, and the certificate or other instruments representing or
evidencing such shares or securities shall be legended and deposited with the
Company in the manner provided in Section 4 above. The Grantee shall execute
stock powers in favor of the Company with respect to such shares.
9. Plan and Plan Interpretations as Controlling. The Shares hereby awarded
and the terms and conditions herein set forth are subject in all respects to the
terms and conditions of the Plan, which are controlling. All determinations and
interpretations made in the discretion of the Committee shall be binding and
conclusive upon the Grantee or his legal representatives with regard to any
questions arising hereunder or under the Plan.
10. Withholding Tax. Upon Vesting with respect to any Shares (or at any
such earlier time, if any, that an election is made by the Grantee under Section
83(b) of the Code, or any successor thereto), the Company may withhold from any
payment or distribution made under the Plan sufficient Shares to cover any
applicable withholding and employment taxes. The Company shall have the right to
deduct from all dividends paid with respect to Shares the amount of any taxes
which the Company is required to withhold with respect to such dividend
payments.
11. Amendment. The Committee may waive any conditions of or rights of the
Company or modify or amend the terms of this Agreement; provided, however, that
the Committee may not amend, alter, suspend, discontinue or terminate any
provision hereof which may adversely affect the Grantee without the Grantee's
(or his legal representative's) written consent.
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12. Grantee Acceptance. The Grantee shall signify his acceptance of the
terms and conditions of this Agreement by signing in the space provided below,
by signing the attached stock powers, and by returning a signed copy hereof and
of the attached stock powers to the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
PSB GROUP, INC.
By:
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Its:
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ACCEPTED:
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(Street Address)
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(City, State and Zip Code)
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