UNITED FINANCIAL MORTGAGE CORP. RESTRICTED STOCK AGREEMENT
EXHIBIT
10.37
2004
STOCK INCENTIVE PLAN
THIS
AGREEMENT, entered into as of the Grant Date (as defined in paragraph
20.2), by and
between the Participant and United Financial Mortgage Corp., an Illinois
corporation (the “Company”);
WITNESSETH
THAT:
WHEREAS,
the Company maintains the United Financial Mortgage Corp. 2004 Stock Incentive
Plan (the “Plan”), which
is incorporated into and forms a part of this Agreement, and the Participant has
been selected by the committee administering the Plan (the “Committee”) to
receive a Restricted Stock Award under the Plan;
NOW,
THEREFORE, IT IS AGREED, by and between the Company and the Participant, as
follows:
Section
1. Terms
of Award. The
following terms used in this Agreement shall have the meanings set forth in this
paragraph Section
20:
1.1 The
“Participant” is
.
1.2 The
“Grant
Date” is
.
1.3 The
number of shares of “Covered
Shares” awarded
under this Agreement is shares.
“Covered Shares” are shares of Stock granted under this Agreement and are
subject to the terms of this Agreement and the Plan.
Except
where the context clearly implies to the contrary, any capitalized term in this
Agreement shall have the meaning ascribed to that term under the
Plan.
Section
2. Award. The
Participant is hereby granted the number of Covered Shares set forth in
paragraph 20.3.
Section
3. Dividends
and Voting Rights. The
Participant shall be entitled to receive any dividends paid with respect to the
Covered Shares that become payable during the Restricted Period; provided,
however, that no dividends shall be payable to or for the benefit of the
Participant for Covered Shares with respect to record dates occurring prior to
the Grant Date, or with respect to record dates occurring on or after the date,
if any, on which the Participant has forfeited those Covered Shares. The
Participant shall be entitled to vote the Covered Shares during the Restricted
Period to the same extent as would have been applicable to the Participant if
the Participant was then vested in the shares; provided, however, that the
Participant shall not be entitled to vote the shares with respect to record
dates for such voting rights arising prior to the Grant Date, or with respect to
record dates occurring on or after the date, if any, on which the Participant
has forfeited those Covered Shares.
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Section
4. Deposit
of Covered Shares. Each
certificate issued in respect of the Covered Shares granted under this Agreement
shall be registered in the name of the Participant and shall be retained by the
Company during the applicable Restricted Period (defined below).
Section
5. Vesting
and Forfeiture of Shares.
5.1 If a
Termination of Service does not occur during the Restricted Period with respect
to any Installment of the Covered Shares, then, at the end of the Restricted
Period for such shares, the Participant shall become vested in those Covered
Shares, and shall own the shares free of all restrictions otherwise imposed by
this Agreement. With respect to all Covered Shares, the “Restricted
Period” shall
begin on the Grant Date and, with respect to each Installment shown on the
schedule below, shall end on the Vesting Date applicable to such
Installment:
|
INSTALLMENT
|
VESTING
DATE
APPLICABLE
TO INSTALLMENT
|
|
20%
of Covered Shares
|
Grant
Date
|
|
20%
of Covered Shares
|
1st
Anniversary of Grant Date
|
|
20%
of Covered Shares
|
2nd
Anniversary of Grant Date
|
|
20%
of Covered Shares
|
3rd
Anniversary of Grant Date
|
|
20%
of Covered Shares
|
4th
Anniversary of Grant Date
|
Notwithstanding
the foregoing provisions of this paragraph Section
24, the
Participant shall become vested in the Covered Shares, and become owner of the
shares free of all restrictions otherwise imposed by this Agreement, prior to
the end of the Restricted Period as of a Termination of Service prior to the
date the Covered Shares would otherwise become vested, if the Termination of
Service occurs by reason of the Participant’s death or Disability.
5.2 Covered
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered
until the expiration of the Restricted Period or, if earlier, until the
Participant is vested in the shares. Except as otherwise provided in this
paragraph Section
24, the
Participant shall forfeit the Covered Shares as of Termination of Service that
occurs during the Restricted Period.
Section
6. Withholding. The
grant and vesting of shares of Stock under this Agreement are subject to
withholding of all applicable taxes. At the election of the Participant, and
subject to such rules and limitations as may be established by the Committee
from time to time, such withholding obligations may be satisfied through the
surrender of shares of Stock which the Participant already owns, or to which the
Participant is otherwise entitled under the Plan.
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Section
7. Heirs
and Successors. This
Agreement shall be binding upon, and inure to the benefit of, the Company and
its successors and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
Company’s assets and business. If any rights of the Participant or benefits
distributable to the Participant under this Agreement have not been exercised or
distributed, respectively, at the time of the Participant’s death, such rights
shall be exercisable by the Designated Beneficiary, and such benefits shall be
distributed to the Designated Beneficiary, in accordance with the provisions of
this Agreement and the Plan. The “Designated
Beneficiary” shall
be the beneficiary or beneficiaries designated by the Participant in a writing
filed with the Committee in such form and at such time as the Committee shall
require. If a deceased Participant fails to designate a beneficiary, or if the
Designated Beneficiary does not survive the Participant, any rights that would
have been exercisable by the Participant and any benefits distributable to the
Participant shall be exercised by or distributed to the legal representative of
the estate of the Participant. If a deceased Participant designates a
beneficiary and the Designated Beneficiary survives the Participant but dies
before the Designated Beneficiary’s exercise of all rights under this Agreement
or before the complete distribution of benefits to the Designated Beneficiary
under this Agreement, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative of the
estate of the Designated Beneficiary, and any benefits distributable to the
Designated Beneficiary shall be distributed to the legal representative of the
estate of the Designated Beneficiary.
Section
8. Administration. The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, and the Committee shall have all
powers with respect to this Agreement as it has with respect to the Plan. Any
interpretation of the Agreement by the Committee and any decision made by it
with respect to the Agreement is final and binding.
Section
9. Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms of this
Agreement shall be subject to the terms of the Plan, a copy of which may be
obtained by the Participant from the office of the Secretary of the
Company.
Section
10. Fractional
Shares.
In lieu
of issuing a fraction of a share pursuant to paragraph 15 of the Plan or
otherwise, the Company will be entitled to pay to the Participant an amount
equal to the fair market value of such fractional share.
Section
11. Amendment. This
Agreement may be amended in accordance with the provisions of the Plan, and may
otherwise be amended by written agreement of the Participant and the Company
without the consent of any other person.
* * * *
*
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IN
WITNESS WHEREOF, the Participant has executed this Agreement, and the Company
has caused these presents to be executed in its name and on its behalf, all as
of the Grant Date.
Participant
_________________________________
By:____________________________________
Its:____________________________________
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