RESTRICTED STOCK AWARD AGREEMENT Pursuant to the City Holding Company
Exhibit
10(p)
Pursuant
to the
City
Holding Company
2003
Incentive Plan
This Agreement (“Agreement”) is made
this ___29th__
day of April
2009
(“Date of Award”), by and between City Holding Company (the “Company”)
and
(“Participant”).
WHEREAS,
the Company herby awards to Participant shares of Restricted
Common Stock of the Company (the “Stock Award”) effective as of April
29, 2009 pursuant to the
provisions of the City Holding Company 2003 Incentive Plan (the
“Plan”). Capitalized terms not defined in this Agreement shall have
the meanings set forth in the Plan. Upon acceptance of this Award,
the Participant shall receive the number of shares of Common Stock of the
Company specified above, subject to the restrictions and conditions set forth
herein and in the Plan. This Award is subject to all terms and conditions set
forth in the Plan which has been adopted by the Company and which is
incorporated by reference herein. The fair market value of the Common Stock on
the date of grant of this Award is $ 30.06 .
As a
participant in the Plan, Participant, by his/her execution of this Agreement and
in acceptance of the Award, acknowledges that he/she has been given a copy of
the Plan, a copy of which is attached, and agrees to be bound by all the terms,
conditions, and restrictions relating to the Stock Award as set forth herein and
in the Plan. Capitalized terms used herein shall have the meaning set forth in
the plan.
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1.
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Acceptance of Stock
Award. Upon acceptance of this Stock Award by the
Participant, of CHCO Restricted
Stock will be issued electronically and allocated to the Participant’s
Stock Plan Administration System account. The shares of
Restricted Stock so accepted shall be held in this account as granted by
the Company through the vesting dates noted in Paragraph 3,
below. Certificates will be issued and delivered to the
Participant only after vesting of the shares and at the Participant’s
request. Prior to vesting, certificates will not be issued or
delivered to the Participant and will be retained by the
Company. The Participant’s name shall be entered as the
stockholder of record on the books of the Company as of the Date of
Award. The Participant shall have all rights of a shareholder
with respect to such shares, including voting and dividend rights subject
to the restrictions and conditions specified in paragraph 2
below. Furthermore, Participant agrees to deliver to the
Company a stock power, endorsed in blank, with respect to each Stock
Award.
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2.
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Restrictions and
Conditions. The shares of Restricted Stock granted
herein may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of by the Participant prior to
vesting.
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3.
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Vesting of Restricted
Stock. The restrictions and
conditions of this Agreement shall lapse with respect to the number of
shares shown below on the dates as
specified.
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April
30, 2016
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_______
shares
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April
30, 2017
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_______
shares
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April
30, 2018
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_______
shares
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April
30, 2019
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_______
shares
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4.
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Termination of
Employment. If the employment of the Participant is
terminated due to death or permanent disability prior to the vesting of
shares of Restricted Stock granted herein, regardless of whether such
Termination occurs before or after a change of control, restrictions will
lapse, and such shares shall become fully vested, on a percentage of the
original grant of
shares in proportion to the number of days that have elapsed between April
29, 2009 and April 30, 2019. For instance, should death occur on April 30,
2015, restrictions will lapse with respect to 60% of the original grant of
shares which is equal to
shares and such shares would become fully vested. Restrictions
with respect to the remaining shares, in this example
shares, would not lapse and the stock would not vest and would be
forfeited and cancelled. Unless the Committee determines
otherwise, in cases of voluntary resignation, or termination of employment
of Participant by the Company with or without cause, all unvested shares
of the Stock Award shall be immediately forfeited and
cancelled.
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5.
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Change in
Control. In the event that
Participant’s employment with the Company or its successor is terminated
subsequent to a Change in Control of the Company, the vesting of
restricted shares subject to this Restricted Stock Award Agreement will
vest as follows:
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Qualifying
Termination after April 30, 2009 but prior to May 1, 2010 following a
Change of Control
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__________
shares vest
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Qualifying
Termination after April 30, 2010 but prior to May 1, 2011 following a
Change of Control
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__________ shares
vest
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Qualifying
Termination after April 30, 2011 but prior to May 1, 2012 following a
Change of Control
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__________ shares
vest
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2
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Qualifying
Termination after April 30, 2012 but prior to May 1, 2013
following a Change of Control
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__________ shares
vest
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Qualifying
Termination after April 30, 2013 following a Change of
Control
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__________ shares
vest
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A
“Change in Control” is defined as the Company entering into any agreement with a
Person that involves the transfer of ownership of the Company or of more
than Fifty percent of the
Company’s total assets or earnings power on a consolidated basis, as reported in
the Company’s consolidated financial statements filed with the Securities and
Exchange Commission (including an agreement for the acquisition of the Company
by merger, consolidation, or statutory share exchange - regardless of whether
the Company is intended to be the surviving or resulting entity after the
merger, consolidation, or statutory share exchange - or for the sale of
substantially all of the Company’s assets to that Person), (b) any Person is or
becomes an Acquiring Person, or (c) during any period of two consecutive
calendar years, the Continuing Directors cease for any reason to constitute a
majority of the Board. “Qualifying Termination” shall
mean: (i) involuntary termination of employment of the Participant by
the Company or its successor, or (ii) voluntary resignation by the Participant
within six (6) months after a material and adverse change in title, position,
status, pay or benefits, location of employment or authority or
duties. In consideration of the grant of shares hereunder and the
provisions of this Agreement, the sufficiency of which are hereby acknowledged,
the Participant waives the provisions of Section 9.03 of the Plan, to the extent
that such provisions are inconsistent with the terms of this
Agreement.
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6.
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Dividends. Dividends
on shares of Restricted Stock shall be paid to the Participant when
declared by the Company, provided Participant is employed by the Company
on the Record Date, unless the Participant shall provide the Committee
with written instructions as to the reinvestment of such dividends
provided Participant is employed by the Company on the Record
Date.
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7.
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Non-Transferability. Except
as provided in Section 7.04 of the 2003 Incentive Plan, this Award is not
transferable other than by will or in accordance with the laws of descent
and distribution. If so permitted by the Committee, a participant may
designate a beneficiary or beneficiaries to exercise the Participant’s
rights and receive any distributions under this Plan upon the
Participant’s death.
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8.
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Tax
Withholding. The Participant shall, not later than the
date as of which the receipt of the Stock Award becomes a taxable event
for federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Committee for payment of any federal, state and local
taxes required by law to be withheld on account of such taxable
event. With the consent of the Committee, the Participant may
elect to have such tax withholding obligation satisfied, in whole or in
part, by (a) authorizing the Company to withhold from shares of Stock to
be issued, or (b) transferring to the Company, a number of shares of Stock
with an aggregate Fair Market Value that would satisfy the withholding
amount due.
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8a. Election Under Section
83(b). The Participant and the Company hereby agree that the
Participant may, within 30 days following the acceptance of this Award as
provided in Paragraph 1 hereof, file with the Internal Revenue Service and the
Company an election under Section 83(b) of the Internal Revenue
Code.
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9.
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Internal Revenue Code Section
280G Gross-Up. Notwithstanding anything in this
Agreement to the contrary, if any of the benefits provided for under this
Agreement, together with any other payments or benefits that Participant
has the right to receive (such other payments and benefits, together with
the benefits provided for herein, are referred to as the “Total
Payments”), would constitute an “excess parachute payment,” as defined in
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the
“Code”) (an “Excess Parachute Payment”), the Company (or its successor)
shall pay to the Participant an amount equal to the sum of (i) any excise
taxes or other taxes due as a result thereof, and (ii) any interest, fines
and penalties resulting from such overpayment, plus (iii) an amount
necessary to reimburse the Participant substantially for any income,
excise or other taxes payable by the Participant with respect to the
amounts specified in (i) and (ii) above, and the reimbursement provided by
this clause (iii). Such tax gross up payment shall be made to
Participant no later than the due date of the Participant’s tax return
reporting the amount of such tax.
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10.
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Payments Upon Income
Inclusion. Should amounts deferred under this Agreement
become includable in the Participant’s income by reason of a failure of
this Agreement to comply with the requirements of Section 409A of the
Code, the Company shall distribute to the Participant an amount necessary
to cover the includible amounts, as well as other amounts necessary to
cover FICA, employment, and income taxes, to the extent such distributions
do not exceed the Participant’s vested account
balances.
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11.
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Miscellaneous. This
Agreement does not confer upon the Participant any rights with respect to
continuance of employment by the Company or any Subsidiary. It
is agreed by the Participant that this Agreement does not directly or
indirectly create an express or implied contract of
employment. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.
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12.
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Arbitration. All
parties agree that any dispute related to this Agreement, shall be
arbitrated in accordance with the Rules of the American Arbitration
Association with each party to bear their own costs and attorneys’
fees. Such arbitration shall occur in Charleston, West Virginia
before a panel of three (3) arbitrators with the selection of the
arbitrators being made as follows: Employer selects one, Employee selects
one and the two (2) arbitrators select a third
arbitrator.
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In
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Date of Award.
| Dated: April 29, 2009 | CITY HOLDING COMPANY | ||
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By:
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/s/ Xxxxxx X. XxXxxxxxxx | |
| Xxxxxx X. XxXxxxxxxx | |||
| Chairman of the Board of Directors | |||
Agreed:
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