AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER LSB FINANCIAL CORP.
Exhibit
10.3
GRANTED
UNDER LSB FINANCIAL CORP.
2007
STOCK OPTION AND INCENTIVE PLAN
This
Agreement has been entered into as of the ___ day of ___, 20___ between LSB
Financial Corp., an Indiana corporation (the “Company”), and ___, a
[employee/director] of the Company or one of its affiliates (the “Participant”),
pursuant to the Company’s 2007 Stock Option and Incentive Plan (the “Plan”) and
evidences and sets forth certain terms of the grant to the Participant pursuant
to the Plan of an aggregate of ___ shares of Restricted Stock as of the date
of
this Agreement. Capitalized terms used herein and not defined herein have the
meanings set forth in the Plan.
Section
1.
Receipt
of Plan; Restricted Stock and this Agreement Subject to Plan.
The
Participant acknowledges receipt of a copy of the Plan. This Agreement and
the
shares of Restricted Stock granted to Participant are subject to the terms
and
conditions of the Plan, all of which are incorporated herein by reference.
Section
2.
Restricted
Period; Lapse of Restrictions and Vesting.
Subject
to Section 5 of this Agreement and the provisions of the Plan, the restrictions
on the shares of Restricted Stock granted to the Participant shall lapse and
such shares shall become fully vested and not subject to forfeiture to the
Company as follows: ___.
Section
3.
Certificates
for Shares.
Each
certificate representing the shares of Restricted Stock granted to the
Participant shall be registered in the name of the Participant and deposited
by
the Participant, together with a stock power endorsed in blank, with the Company
and shall bear the following (or a similar) 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
2007 Stock Option and Incentive Plan of LSB Financial Corp. and an Agreement
for
Restricted Stock entered into between the registered owner and LSB Financial
Corp. Copies of such Plan and Agreement are on file in the office of the
Secretary of LSB Financial Corp.”
Upon
the
lapse of restrictions on such shares of Restricted Stock, the Company shall
promptly deliver a stock certificate for such shares, free of such legend,
to
the Participant.
Section
4.
Transferability.
Until
such time as the restrictions on the shares of Restricted Stock granted to
Participant have lapsed and such shares are no longer subject to forfeiture
to
the Company, the Participant shall not sell, assign, transfer, pledge or
otherwise encumber such shares of Restricted Stock.
Section
5.
Termination.
If the
Participant ceases to maintain Continuous Service for any reason (other than
death, Disability or Retirement), all shares of Restricted Stock granted to
the
Participant which at the time of such termination of Continuous Service are
still subject to restrictions shall upon such termination of Continuous Service
be forfeited and returned to the Company. If the Participant ceases to maintain
Continuous Service by reason of death or
Disability,
then the restrictions with respect to the Ratable Portion of the shares of
Restricted Stock granted to the Participant shall lapse and such shares shall
be
free of restrictions and shall not be forfeited. If the Participant ceases
to
maintain Continuous Service by reason of Retirement, then the Committee shall,
in its sole discretion, determine the effect of such termination on the shares
of Restricted Stock granted to the Participant. If the Continuous Service of
the
Participant is involuntarily terminated, for whatever reason, at any time within
18 months after a Change in Control, any Restricted Period with respect to
the
shares of Restricted Stock granted to the Participant shall lapse upon such
termination and all shares of Restricted Stock granted to the Participant shall
become fully vested in the Participant.
Section
6.
Dividends.
In the
event any dividends or other distributions, whether in cash, property or stock
of another company, are paid on any of the shares of Restricted Stock granted
to
the Participant, such dividends or other distributions shall be delivered to
the
Participant at that time. Stock dividends and shares issued as a result of
any
stock-split, if any, issued with respect to the Restricted Shares shall be
treated as additional Restricted Shares and shall be subject to the same
restrictions and other terms and conditions that apply with respect to, and
shall vest or be forfeited at the same time as, the Restricted Shares with
respect to which such stock dividends or shares are issued.
Section
7.
83(b)
Election.
The
Participant agrees not to make any election under Section 83(b) of the Code
with
respect to any shares of Restricted Stock granted under this Agreement.
Section
8.
No
Employment Rights.
None of
this Agreement, the Plan or the award of shares of Restricted Stock hereunder
shall be construed as giving the Participant any right to be retained as an
employee or director of the Company or any Affiliate.
Section
9.
Withholding.
In
connection with the delivery of shares of Common Stock as a result of the
vesting of Restricted Stock, the Company shall have the right to require the
Participant to pay an amount in cash sufficient to cover any tax, including
any
Federal, state or local income tax, required by any governmental entity to
be
withheld or otherwise deducted and paid with respect to such delivery
(“Withholding Tax”), and to make payment to the appropriate taxing authority of
the amount of such Withholding Tax.
Section
10.
Plan
Controlling.
The
terms and conditions set forth in this Agreement are subject in all respects
to
the terms and conditions of the Plan, which are controlling. All determinations
and interpretations of the Committee shall be binding and conclusive upon
Participant and his or her legal representatives.
Section
11.
Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Indiana.
Section
12.
Notices.
All
notices and other communications required or permitted under this Agreement
shall be written and shall be delivered personally or sent by registered or
certified first-class mail, postage prepaid and return receipt required,
addressed as follows: if to the Company, to the Company’s executive offices in
Lafayette, Indiana, and if to Participant or his or her successor, to the
address last furnished by Participant to the Company. Each notice and
communication shall be deemed to have been given when received by the Company
or
Participant.
Section
13.
No
Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not be considered a waiver thereof or deprive that party
of the right thereafter to insist upon strict adherence to that term or any
other term of this Agreement.
IN
WITNESS WHEREOF, this Agreement has been executed by the undersigned thereunto
duly authorized as of the date first above written.
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By:
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Name:
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Title:
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[Name
of Participant]
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