EXHIBIT 10 (O)
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement") has been entered into as
of the ___ day of __________, 200__, between Integra Bank Corporation, an
Indiana corporation (the "Company"), and _____________________ ("Participant"),
an [employee/director] of the Company or one of the Company's subsidiaries
pursuant to the Company's 2003 Stock Option and Incentive Plan (the "Plan").
WHEREAS, the Committee of the Board of Directors of the Company
appointed to administer the Plan (the "Committee") has granted to Participant a
restricted stock award pursuant to the terms and conditions as provided in the
Plan and this Agreement; and
WHEREAS, the parties desire to set forth the terms and conditions of
the award.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained in this Agreement, the parties hereto agree as follows:
1. Grant of Award. Subject to the terms and conditions set forth in
the Plan and this Agreement, the Committee hereby grants to Participant an award
of ________ restricted shares (the "Restricted Shares") of the Company's common
stock (the "Common Stock"). The date of the Restricted Share grant (the
"Restricted Share Award Date") shall be _________ __, 200_ (the "Date of
Issue").
2. Representations of Participant. Participant hereby (a) accepts the
award of Restricted Shares described in paragraph 1, (b) agrees that the
Restricted Shares will be held by him or her and his or her successors subject
to (and will not be disposed of except in accordance with) all of the
restrictions, terms and conditions contained in this Agreement and the Plan, (c)
represents that he is acquiring the Restricted Shares for investment and not
with a view to or for resale or distribution thereof; (d) understands that the
issuance of Restricted Shares has not been registered under the Securities Act
of 1933, as amended, or any applicable state securities laws and that any
transfer or resale of the Restricted Shares will be subject to restriction under
such laws; and (e) agrees that any certificates issued for the Restricted Shares
may bear the following legend or such other legend as the Company, from time to
time, deems appropriate:
"The transferability of this certificate and the shares represented
hereby are subject to the terms and conditions (including forfeiture)
contained in the Integra Bank Corporation 2003 Stock Option and
Incentive Plan, and an Award Agreement entered into between the
registered owner and Integra Bank Corporation. Copies of the Plan and
Award Agreement are on file in the office of the Secretary of Integra
Bank Corporation."
3. Vesting. Subject to the terms of the Plan, the number of Restricted
Shares held by Participant set forth below shall become fully vested and
nonforfeitable if he or she still is, and since the date of this Agreement has
continuously been employed by the Company or one of its subsidiaries on the
following dates:
Years from the
Date of Issue Number of Shares
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One [_____]
Two [_____]
Three [_____]
4. Restriction Period. Except as otherwise provided in this Agreement
or the Plan, Participant may not sell, assign, transfer, pledge or otherwise
dispose of or encumber any of the Restricted Shares, or any interest therein,
until his rights in such Shares have vested in accordance with this Agreement
(the "Restriction Period"). Any purported sale, assignment, transfer, pledge or
other disposition or encumbrance in violation of this Agreement or the Plan will
be void and of no effect.
5. Voting and Dividends. Except as provided in this paragraph or the
Plan, with respect to the Restricted Shares, Participant shall have all of the
rights of a shareholder of the Company, including the right (i) to vote the
Restricted Shares and (ii) to receive any cash dividends or other distributions,
whether in cash, property, or stock of another company, paid on any Restricted
Shares during the Restriction Period. 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.
6. Forfeiture. Except as provided in the Plan or by the Committee, in
it sole discretion, upon termination of employment with the Company or one of
its subsidiaries Participant shall forfeit all unvested Restricted Shares, and
shall not receive any compensation for such forfeited Restricted Shares.
Participant shall have no further rights as a shareholder of the Company with
respect to the forfeiture, including, without limitation, any right to receive
any distribution payable to shareholders of record on or after the date of such
forfeiture.
7. Certificates. As soon as practicable after the Restricted Share
Award Date, the Company shall issue stock certificates in respect of the
Restricted Shares which will be registered in Participant's name, and shall bear
whatever legend the Committee shall determine, including, but not limited to,
the legend set forth in paragraph 2. Such certificates shall be held by the
Company pending vesting. To the extent the Restricted Shares become vested, the
Company shall promptly provide Participant (or in the case of his death, his
designated beneficiary) the certificates for the appropriate number of shares of
Common Stock.
8. Withholding. In connection with the transfer of shares of Common
Stock as a result of the vesting of Restricted Shares, the Company shall have
the right to require 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 transfer ("Withholding Tax"), and to make payment to the appropriate
taxing authority of the amount of such Withholding Tax.
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9. Tax Election. Participant agrees that he will not make the election
provided for in Section 83(b) of the Code with respect to the Restricted Shares.
10. Qualification of Rights. Neither this Agreement nor the existence
of the award shall be construed as giving Participant any right to be retained
as a director or employee of the Company or any of its Affiliates.
11. Plan Controlling. The terms and conditions set forth in the
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.
12. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Indiana.
13. 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 Evansville, 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.
14. 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.
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IN WITNESS WHEREOF, the Company and Participant have executed this
Agreement as of the day first written above.
INTEGRA BANK CORPORATION
By:
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Xxxxxxx X. Xxx, Chairman of the Board
and Chief Executive Officer
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[Signature of Participant]
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