Exhibit 99.2
------------
1ST INDEPENDENCE FINANCIAL GROUP, INC.
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT (the "Agreement"), made and executed as of the
__________ day of ________, 2006, between 1st Independence Financial Group,
Inc., a Delaware corporation (the "Company"), and ___________, an officer or
employee of the Company or one of its Subsidiaries (the "Participant").
WITNESSETH:
WHEREAS, the Company has adopted the 1st Independence Restricted Stock
Plan (the "Plan") to promote the interests of the Company and its Subsidiaries
by encouraging their officers, key employees and Non-employee Directors, upon
whose judgment, initiative and industry the Company and its Subsidiaries are
largely dependent for the successful conduct and growth of their business, to
continue their association with the Company and its Subsidiaries by providing
additional incentive and opportunity for unusual industry and efficiency through
stock ownership, and by increasing their proprietary interest in the Company and
their personal interest in its continued success and progress; and
WHEREAS, it is the view of the Company that this goal can be achieved
by granting Restricted Stock to Non-employee Directors, eligible officers, and
other key employees; and
WHEREAS, the Participant has been designated by the Committee as an
individual to whom Restricted Stock should be granted as determined from the
duties performed, the initiative and industry of the Participant, and his or her
potential contribution to the future development, growth and prosperity of the
Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Participant agree as follows:
1. Award of Restricted Stock. The Company hereby grants to the Participant
_______ shares of common stock of the Company (hereinafter, the "Restricted
Stock"), subject to the terms and conditions of this Agreement and the
provisions of the Plan. All provisions of the Plan, including defined terms, are
incorporated herein and expressly made a part of this Agreement by reference.
The Participant hereby acknowledges that he or she has received a copy of the
Plan.
2. Period of Restriction and Vesting. The Period of Restriction shall begin on
the Grant Date and end, except as otherwise provided in Sections 3 and 4 of this
Agreement, on the date shares of Restricted Stock become vested. For purposes of
this Agreement, the shares of Restricted Stock shall become vested pursuant to
the following schedule:
Years of Service Vested Percentage Forfeited Percentage
From Grant Date
1 20% 80%
2 40% 60%
3 60% 40%
4 80% 20%
5 100% 0%
3. Change in Control. Notwithstanding any other
provision of this Agreement, the Restricted Stock
will be vested upon a Change in Control of the
Company as provided in subsection 5.4(f) of the Plan.
4. Termination of Employment. Notwithstanding any other
provision of this Agreement, in the event of the
Participant's termination of employment or
termination of service as a Non-employee Director for
any reason other than the Participant's death or
Total and Permanent Disability, all unvested
Restricted Stock shall be forfeited effective as of
the date of the Participant's termination of
employment or termination of service as a Director.
5. Pass-Through of Dividends and Voting Rights. Provided
that the requirements of Section 5.4 of the Plan
concerning restrictions on the transferability of
Restricted Stock and the requirement that the
Participant remain an employee or a Non-employee
Director of the Company or its Subsidiaries are met,
the Participant shall be entitled to (i) receive all
cash dividends paid with respect to the Restricted
Stock and (ii) exercise all voting rights associated
with the Restricted Stock, regardless of whether the
Period of Restriction has lapsed.
6. Participant's Representations. The Participant
represents to the Company that:
(a) The terms and arrangements relating to the grant of
Restricted Stock and the offer thereof have been
arrived at or made through direct communication with
the Company or a person acting in its behalf and the
Participant;
(b) The Participant has received a balance sheet and
income statement of the Company and as an officer,
key employee or Non-employee Director of the Company
or one of its Subsidiaries:
(i) is thoroughly familiar with the Company's business
affairs and financial condition; and
(ii) has been provided with, or has access to, such
information (and has such knowledge and experience in
financial and business matters that the Participant
is capable of utilizing such information) as is
necessary to evaluate the risks, and make an informed
investment decision with respect to, the grant of
Restricted Stock.
7. Nontransferability. Until the end of the Period of
Restriction, the Restricted Stock cannot be (a) sold,
transferred, assigned, margined, encumbered,
bequeathed, gifted, alienated, hypothecated, pledged
or otherwise disposed of, whether by operation of
law, whether voluntarily or involuntarily or
otherwise, or (b) subject to execution, attachment or
similar process. Any attempted or purported transfer
of Restricted Stock in contravention of this
provision or Section 5.4 of the Plan shall be null
and void and of no force or effect whatsoever.
8. Issuance of Shares. At or within a reasonable period
of time following execution of this Agreement, the
Company will issue the Restricted Stock. Within a
reasonable period of time following the end of the
Period of Restriction, the Company will issue to the
Participant or his beneficiary the number of shares
of Restricted Stock specified in Section 1 of this
Agreement, less any withholding required by Section
10 of this Agreement.
9. Restrictive Legend. The Company may require that the
shares of Restricted Stock to be issued to the
Participant contain a legend in substantially the
following form:
"THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER-ABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES LAWS."
The Company will issue such additional certificates as may be required
to give effect to Section 13 of this Agreement.
Notwithstanding the foregoing provisions of this Section, the Company
will not be required to deliver any certificates for shares of Restricted Stock
prior to: (a) the end of the Period of Restriction; (b) completing any
registration or other qualification of the shares of Restricted Stock, which the
Company deems necessary or advisable under any federal or state law or under the
rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body; and (c) obtaining any approval or other clearance
from any federal or state governmental agency or body, which the Company
determines to be necessary or advisable. The Company has no obligation to obtain
the fulfillment of the conditions specified in the preceding sentence. As a
further condition to the issuance of certificates for shares of Restricted
Stock, the Company may require the making of any representation or warranty
which the Company deems necessary or advisable under any applicable law or
regulation.
10. Income and Employment Tax Withholding. The Participant will be solely
responsible for paying to the Company all required federal, state, city and
local income and employment taxes which arise on the expiration of the Period of
Restriction and the vesting of the shares of Restricted Stock. The Committee, in
its sole discretion and subject to such rules as it may adopt, will require the
Participant to satisfy any withholding tax obligation by having the Company
retain shares of Restricted Stock which have a Fair Market Value, determined as
of the date of the issuance of such Restricted Stock to the Participant, equal
to the amount of the minimum withholding tax to be satisfied by that retention.
11. Indemnity. The Participant hereby agrees to indemnify and hold harmless the
Company and its Subsidiaries (and their respective directors, officers and
employees), and the Committee, from and against any and all losses, claims,
damages, liabilities and expenses based upon or arising out of the incorrectness
or alleged incorrectness of any representation made by Participant to the
Company or any failure on the part of the Participant to perform any agreements
contained herein. The Participant hereby further agrees to release and hold
harmless the Company and its Subsidiaries (and their respective directors,
officers and employees) from and against any tax liability, including without
limitation, interest and penalties, incurred by the Participant in connection
with the Participant's participation in the Plan.
12. Financial Information. The Company hereby undertakes to deliver to the
Participant, at such time as they become available and so long as the Period of
Restriction has not expired and the Restricted Stock has not been forfeited, a
balance sheet and income statement of the Company with respect to any fiscal
year of the Company ending on or after the date of this Agreement.
13. Changes in Shares. In the event of any change in the shares of Restricted
Stock, as described in Section 5.8 of the Plan, the Committee will make
appropriate adjustment or substitution in the shares of Restricted Stock, all as
provided in the Plan. The Committee's determination in this respect will be
final and binding upon all parties.
14. Effect of Headings. The descriptive headings of the Sections and, where
applicable, subsections, of this Agreement are inserted for convenience and
identification only and do not constitute a part of this Agreement for purposes
of interpretation.
15. Controlling Laws. Except to the extent superseded by the laws of the
United States, the laws of the State of Indiana, without reference to the
choice of law principles thereof, shall be controlling in all
matters relating to this Agreement.
16. Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which collectively will
constitute one and the same instrument.
17. Non-Solicitation: Executive further agrees that during his
employment with Company and Bank and for a period of one year following the Date
of Termination of his employment, he shall not, by influencing or attempting to
influence previously existing customers or those customers specifically targeted
by Company and Bank within one year prior to Executive's termination, or
otherwise, either directly or indirectly, divert or attempt to divert from
Company and Bank, any business Company and Bank had enjoyed or solicited
anywhere during the past one year, or in connection with which Executive worked
during the last one year of his employment.
Executive agrees that for a period of one year following any Date of
Termination, he shall not, directly or indirectly, approach or solicit any
employee of Company or Bank with a view to hiring such employee for any other
entity or persuading such employee to leave the employment of Company or Bank."
IN WITNESS WHEREOF, the Company, by its officer thereunder duly
authorized, and the Participant, have caused this Restricted Stock Award
Agreement to be executed as of the day and year first above written.
1ST INDEPENDENCE FINANCIAL GROUP, INC.
By:__________________________________________
N. Xxxxxxx Xxxxx,
President and Chief
Executive Officer
PARTICIPANT
-------------------------------
