RESTRICTED STOCK AGREEMENT
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PURSUANT TO THE
OSAGE FEDERAL BANK
2004 RESTRICTED STOCK PLAN
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FOR OFFICERS AND EMPLOYEES
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of _____ shares of Common Stock of Osage Bancshares, Inc. (the
"Corporation"), which is hereby granted to ________________________________ (the
"Participant") at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the Osage Federal Bank 2004
Restricted Stock Plan (the "Plan") adopted by Osage Federal Bank (the"Bank")
which is incorporated by reference herein, receipt of which is hereby
acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be
deemed non-forfeitable in accordance with the provisions of the Plan, provided
the holder of such Award is an employee, director or director emeritus of the
Bank as of such date, as follows:
(a) Schedule of Vesting of Awards.
Percentage of
Total Shares
Awarded Which
Are Exercisable/
Date Options Non-forfeitable
---- ------- ---------------
Upon grant................................. 0 0%
As of _________________.................... ____ 20%
As of _________________.................... ____ 40%
As of _________________.................... ____ 60%
As of _________________.................... ____ 80%
As of _________________.................... ____ 100%
(b) Restrictions on Awards. This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any applicable federal or state securities or other law or valid
regulation. As a condition to the Participant's receipt of this Award, the Bank
may require the person receiving this Award to make any representation and
warranty to the Bank as may be required by any applicable law or regulation.
3. Non-transferability of Award. This Award may not be transferred in any
manner prior to such Award, or portion thereof, being deemed non-forfeitable.
Notwithstanding anything
herein or in the Plan to the contrary, all Shares subject to an Award held by a
Participant whose employment or service with the Bank or the Corporation
terminates due to death shall be deemed 100% earned and nonforfeitable as of the
Participant's last date of employment or service with the Corporation or the
Bank and shall be distributed as soon as practicable thereafter to the
Beneficiary as set forth in accordance with the Plan.
4. Other Restrictions on Award. This Award shall be subject to such other
restrictions and limitations as are contained in the Plan or as determined by
the Plan Committee administering such Plan. Such Award shall be immediately 100%
vested upon death or Disability (as determined by the Plan Committee) of the
Participant or upon a Change in Control of the Corporation or the Bank.
Osage Federal Bank
Date of Grant: By:
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Attest:
[SEAL]
PARTICIPANT ACKNOWLEDGEMENT
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PARTICIPANT DATE
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