COLONIAL BANKSHARES, INC.
2006 STOCK-BASED INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(OUTSIDE DIRECTORS)
A. An AWARD for a total of ____________ shares of common stock, par value
$0.10 per share, of Colonial Bankshares, Inc. (the "Company"), the holding
company of Colonial Bank (the "Bank") is hereby granted to ___________________
(the "Recipient"), subject in all respects to the terms and provisions of the
Colonial Bankshares, Inc. 2006 Stock-Based Incentive Plan (the "Plan"), which
has been approved by the board of directors of the Company and the stockholders
of the Company, which is incorporated herein by reference. The terms of this
Restricted Stock Agreement are subject to the terms and conditions of the Plan,
except where otherwise indicated.
B. The shares of common stock awarded hereunder may be certificated or
issued in electronic form, in the sole discretion of the Company. If
certificated, the shares shall bear a legend restricting the transferability of
such common stock (hereinafter referred to as the "Restricted Stock"). The
Restricted Stock awarded to the Recipient shall not be sold, assigned,
transferred, pledged, or otherwise encumbered by the Recipient, except as
hereinafter provided, until such Restricted Stock has vested (the "Restricted
Period"). Restricted Stock shall vest in ___________ equal annual installments,
with the first installment vesting on ___________ __, 2007, and succeeding
installments on each anniversary thereafter through ___________ __, 20__.
C. If the shares are certificated, the Recipient shall receive a
certificate or certificates representing the shares of Restricted Stock that
have been awarded to him. Upon receipt of the Restricted Stock certificates
representing the shares awarded hereunder, the Recipient shall execute and
return to the Company a stock power or powers endorsed in blank covering all
such shares of Restricted Stock. Pursuant to the terms of the Plan, the Company
shall deposit the certificate or certificates representing the Recipient's
Restricted Stock Award, together with the stock power(s), with an escrow agent
specified by the Company (the "Escrow Agent"). Restricted Stock issued in
electronic form shall be held by the transfer agent until any restrictions
appurtenant thereto have lapsed and the shares are fully vested.
D. The Recipient shall have the right to vote the shares awarded hereunder.
The Recipient will also receive dividends declared with respect to the shares.
E. If the Recipient ceases to maintain service with the Company or the
Bank, FSB for any reason other than Disability (as defined in the Plan), death,
Retirement (as defined in the Plan), or following a Change in Control (as
defined in the Plan), all shares of Restricted Stock awarded to such Recipient
which have not vested shall be forfeited by such Recipient. In the event the
Recipient's service with the Company or an affiliate terminates due to
Disability, death, Retirement or following a Change in Control, the Restricted
Stock allocated to the Recipient which, as of the date of termination has not
yet vested, shall be deemed to vest as of the Recipient's last day of service
with the Company or an affiliate.
F. At the time the Restricted Stock vests under the Plan, the Company shall
deliver to the Recipient (or if the Restricted Stock is deemed to vest due to
the Recipient's death, to the Recipient's beneficiary) shares of common stock of
the Company representing the amount earned, absent any restrictions that may
have been imposed under the Plan. Delivery of such shares upon vesting will be
made in certificate or electronic form at the election of the Recipient. Upon
delivery of the shares of common stock to the Recipient or beneficiary, such
person shall execute and return to the Company an Acknowledgment of Receipt of
Earned Shares, in the form attached hereto.
G. A copy of the Plan governing this Restricted Stock Award is attached
hereto. The Recipient is invited to review all the provisions of the Plan
governing this Award.
H. The Recipient acknowledges receipt of a copy of the Plan, a copy of
which is annexed hereto, and represents that he is familiar with the terms and
provisions thereof. The Recipient hereby accepts this Award, subject to all the
terms and provisions of the Plan. The Recipient hereby agrees to accept as
binding, conclusive, and final, all decisions and interpretations of the
Committee upon any questions arising under the Plan. As a condition to the
issuance of shares of common stock of the Company under this Award, the
Recipient authorizes the Company to deduct from the settlement of an Award any
taxes required to be withheld by the Company under federal, state, or local law
as a result of his receipt of this Award.
Dated:
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ATTEST: COLONIAL BANKSHARES, INC.
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WITNESS: PARTICIPANT
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This Restricted Stock Agreement must be executed in duplicate originals,
with one original retained by the Company and one
original retained by the Recipient.
ACKNOWLEDGMENT OF RECEIPT OF EARNED SHARES
I hereby acknowledge the delivery to me by Colonial Bankshares, Inc. (the
"Company") on _____________________, of stock certificates for
____________shares of common stock of the Company earned by me pursuant to the
terms and conditions of the Colonial Bankshares, Inc. Restricted Stock
Agreement, and the Colonial Bankshares, Inc. 2006 Stock-Based Incentive Plan,
which shares were transferred to me on the Company's stock record books on
_______________________.
Dated:
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Recipient's name (Print)
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Recipient's signature
