Exhibit 10.1
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of this 17th day of July, 1995, is
made by and between Xxxxx X. Xxxxxxxx, a resident of the State of
Minnesota ("Employee"), and Inter-Regional Financial Group, Inc.,
a Delaware corporation (the "Company").
WHEREAS, Employee has been offered and has accepted the
position of Executive Vice President, Chief Financial Officer and
Treasurer of the Company; and
WHEREAS, the Company has agreed to grant Employee restricted
shares of the Company's Common Stock, par value $.125 per share
(the "Common Stock"), upon the terms and subject to the
conditions and other provisions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Grant of Shares. Upon the terms and subject to the
conditions and other provisions set forth herein, effective upon
the commencement of Employee's employment by the Company,
Employee shall be and is hereby granted 12,200 restricted shares
of Common Stock (the "Shares"). The Shares may be either
authorized but unissued shares of shares purchased by the Company
in the open market.
Section 2. Vesting Schedule. The Shares granted to Employee
under this Agreement shall be subject to certain restrictions and
forfeiture as set forth in Section 3 below until vested in
accordance with the terms of this Agreement. Unless forfeited
pursuant to Section 3 below or accelerated pursuant to Section 4
below, the Shares shall become vested according to the following
schedule: 50% on December 31, 1996 and 50% on December 31, 1997.
Section 3. Restrictions and Forfeiture. Except as otherwise
set forth in Section 4 below, Employee may not sell, transfer,
pledge, subject to lien, assign or otherwise hypothecate the
Shares until such Shares have become vested in accordance with
the terms of Section 2 above. Any unvested Shares shall be
entirely forfeited (but any cash dividends previously paid with
respect thereto shall be retained by Employee) in the event that
Employee resigns from or abandons his employment with the Company
or is terminated by the Company for "cause" (as defined below)
prior to the vesting date with respect thereto. For purposes of
this Agreement, termination for "cause" shall mean any
termination of Employee's employment with the Company as the
result of any misconduct the Company reasonably believes has been
engaged in by Employee, including, without limitation, Employee's
violation of any law, rule or regulation applicable to the
Company or its business, Employee's wrongful appropriation of
funds or violation of any other applicable Company policy,
Employee's commission of any gross misdemeanor or felony or any
sanction of Employee by the Securities Exchange Commission or any
other governmental or self-regulatory body having jurisdiction
over the Company and/or its business.
Section 4. Lapse of Restrictions and Acceleration of Vesting.
All restrictions on the Shares set forth in Section 3 above shall
lapse and the Shares shall become immediately fully vested upon
the earliest to occur of the following:
(a) The date of Employee's death or "disability" (as defined
below);
(b) The date on which Employee's employment with the Company
terminates, other than as a result of Employee's resignation from
or abandonment of his employment or as a result of any
termination by the Company for "cause";
(c) The tenth day following the date on which a "change in
control" (as defined below) has occurred.
For purposes of this Agreement, "disability" shall mean long-
term disability as defined in the Company's Profit Sharing Plan
or any other plan of the Company then in effect which generally
defines "disability" for its participants.
For purposes of this Agreement, "change in control" shall mean:
(i) The public announcement (which, for purposes of
this definition, shall include, without limitation, a
report filed pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")), that any person, entity or "group,"
within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act, other than the Company or any of its
subsidiaries, or the IFG Stock Bonus Plan or any other
employee benefit plan of the Company or any of its
subsidiaries, or any entity holding shares of Common
Stock organized, appointed or established for, or
pursuant to the terms of, any such plan, has become the
beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of
the combined voting power of the Company's then
outstanding voting securities in a transaction or
series of transactions;
(ii) The "continuing directors" (as defined below)
cease to constitute a majority of the Company's Board
of Directors;
(iii) The Company's shareholders approve (A) any
consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation
or pursuant to which shares of the Company's stock
would be converted into cash, securities or other
property, other than a merger of the Company in which
shareholders immediately prior to the merger have the
same proportionate ownership of stock of the surviving
corporation immediately after the merger; (B) any sale,
lease, exchange or other transfer (in one transaction
or a series of related transactions) of all or
substantially all of the assets of the Company; or (C)
any plan of liquidation or dissolution of the Company;
or
(iv) A majority of the continuing directors
determine, in their sole and absolute discretion, that
there has been a change in control of the Company.
For purposes of this Agreement, "continuing director" shall
mean any person who is a member of the Company's Board of
Directors, while such person is a member of the Board, who is not
an "acquiring person" (as defined below) or an "affiliate" or
"associate" (as defined below) of an acquiring person, or a
representative of an acquiring person or of any such affiliate or
associate, and who (A) was a member of the Board on the date of
this Agreement, or (B) subsequently becomes a member of the
Board, if such person's initial nomination for election or
initial election to the Board is recommended or approved by a
majority of the continuing directors. "Acquiring person" shall
mean any "person" (as such term in used in Sections 13(d) and
14(d) of the Exchange Act) who or which, together with all
affiliates and associates of such person, is the "beneficial
owner" (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the
Company's then outstanding securities, but shall not include the
Company, any subsidiary of the Company or any employee benefit
plan of the Company or of any subsidiary of the Company or any
entity holding shares of Common Stock organized, appointed or
established for, or pursuant to the terms of, any such plan; and
"affiliate" and "associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 promulgated under the
Exchange Act.
Section 5. Rights as a Shareholder. The Shares will be
represented by a stock certificate registered in the name of
Employee. Except as otherwise provided in this Agreement,
Employee will have all voting, dividend, liquidation and other
rights with respect to the Shares as if such Employee were a
holder of record of shares of unrestricted Common Stock;
provided, however, that if any dividend is declared and paid by
the Company in any form other than cash, such non-cash dividend
shall be subject to the same vesting schedule, forfeiture terms
and other restrictions as are applicable to the Shares on which
such dividends were paid.
Section 6. Enforcement of Restrictions. To enforce the
restrictions contained in this Agreement, a legend will be placed
on the stock certificates representing the shares stating that
such shares are subject to certain restrictions and referencing
this Agreement. In addition, until all of the Shares become
fully vested, the Company will retain the stock certificates,
together with duly endorsed stock powers therefor, in its
custody, subject, however, to the right of the Employee to
request delivery of any vested Shares as set forth in Section 7
below.
Section 7. Distribution of Shares. Upon becoming fully vested
in accordance with the terms of this Agreement, the Shares shall
become shares of unrestricted Common Stock and any legends
regarding the restrictions contained in this Agreement affixed to
the certificates representing the Shares shall be removed.
Employee shall be entitled to request delivery of the certificate
or certificates representing such unrestricted Shares at any time
after such vesting has occurred. The Company shall cause
delivery of such certificate or certificates to be made as soon
as practicable after all of the Shares become vested or after
receipt of a request from Employee with respect to any vested
portion of the Shares.
Section 8. Adjustments to Shares. In the event of any
reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or
extraordinary dividend (including a spin-off or any other change
in the corporate structure or shares of the Company), the Shares
shall be adjusted or replaced with the number and kind of
securities determined on the same basis as for all other issued
and outstanding shares of Common Stock.
Section 9. Securities Law and Other Restrictions.
Notwithstanding any other provision of this Agreement, Employee
may not sell, assign, transfer or otherwise dispose of the Shares
unless there is in effect with respect to such shares a
registration statement under the Securities Act of 1933, as
amended (the "Securities Act") and any applicable state
securities laws or an exemption from such registration under the
Securities Act and applicable state securities laws. The Company
may condition any such sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the
placement of any legends on certificates representing shares of
Common Stock, as may be deemed necessary or advisable by the
Company in order to comply with such securities law or other
restrictions.
Section 10. Beneficiaries. Employee shall have the right to
designate in writing one or more beneficiaries to receive the
Shares in the event of his death prior to receiving full
distribution thereof, and may change or revoke any prior
beneficiary designation by similar instrument in writing prior to
his death. No such designation, change or revocation shall be
effective unless executed by Employee and delivered to the
Company during the lifetime of the Employee. If Employee shall
fail to designate a beneficiary or, having revoked a prior
beneficiary designation, shall fail to designate a new
beneficiary, or in the event the Employee's beneficiary
designation shall fail, in whole or in part, for any reason, then
the undistributed Shares shall be paid to the personal
representative of Employee's estate.
Section 11. Amendments. No change, modification or amendment
of this Agreement shall be valid unless the same is in writing
and signed by both parties hereto.
Section 12. Governing Law. This Agreement shall be construed
in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed effective as of the date and year first written
above.
Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Inter-Regional Financial
Group, Inc.
By Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx,
Chairman, President and
Chief Executive Officer
