Anchor Financial Corporation
Restricted Stock Agreement
THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made and entered
into as of October 22, 1998 by and between Anchor Financial Corporation
("Anchor") and Xxxxxxx X. Xxxxxx ("Executive").
RECITALS
A. In recognition of exceptional performance in the management of Anchor,
Anchor desires to grant to Executive shares of common stock of Anchor
(the "Common Stock"), subject to the terms and conditions set forth in
this Agreement. The date on which such grant will occur shall be October
22, 1998.
B. In order to induce Anchor to grant such shares of Common Stock, Executive
agrees to hold such shares subject to the restrictions and interests
created by this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and conditions contained herein, the parties agree as follows:
1. Grant of Stock Anchor hereby agrees to grant to Executive, subject to the
conditions and restrictions contained in this Agreement, 12,500 shares
(individually, a "Share" and collectively, the "Shares") of Common Stock.
2. Restrictions
(a) Transfer/Issuance Upon signing this Agreement, the Common Stock will be
promptly issued or transferred and a certificate or certificates for such Shares
shall be issued in the Executive's name. The Executive shall thereupon be a
Shareholder of all the Shares represented by the certificate or certificates. As
such, the Executive will have all the rights of a Shareholder with respect to
such Shares, including the right to vote them and to receive all dividends and
other distributions paid with respect to them, provided, however, that the
Shares shall be subject to the restrictions in Section 2(c).
(b) Restricted Period The term "Restricted Period" with respect to
Restricted Shares (after which restrictions shall lapse) means a period starting
on the date of grant of such Shares to the Executive and ending on August 17,
1999 for 20% of the Shares granted, August 17, 2000 for another 20% of the
Shares granted, August 17, 2001 for another 20% of the Shares granted, August
17, 2002 for another 20% of the shares granted, and August 17, 2003 for the
final 20% of the Shares granted.
(c) Restrictions on Shares The restrictions to which Restricted Shares
shall be subject are as follows:
(i) During the Restricted Period applicable to such Shares and except
as otherwise specifically provided in the Agreement, none of such Shares
shall be sold,
exchanged, transferred, pledged, hypothecated, or otherwise
disposed during the Restricted Period.
(ii) If an Executive's employment is terminated for any reason (other
than for death, disability or Change in Control as addressed in Section 2(d))
at any time before the Restricted Period ends, Anchor shall so notify the
escrow agent appointed under Section 2(a) and the escrow agent shall return
the shares to Anchor.
(d) Lapse of Restrictions Upon Death, Disability or Change in Control
All restrictions lapse immediately upon the occurrence of any of the following:
death of the Executive; disability of the Executive (as defined in the
Executive's disability coverage provided through Anchor); or upon a Change in
Control (as defined in the Executive's Employment Agreement).
3. Miscellaneous
(a) Legends on Certificates Any and all certificates hereby issued
evidencing Shares of Common Stock shall have endorsed upon them a legend
substantially as follows:
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS
DESCRIBED IN THE RESTRICTED STOCK AGREEMENT DATED OCTOBER 22, 1998 BY AND
BETWEEN ANCHOR FINANCIAL CORPORATION AND XXXXXXX X. XXXXXX, A COPY OF WHICH
AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ANCHOR FINANCIAL
CORPORATION.
Such certificates shall also bear such legends and shall be subject to such
restrictions on transfer as may be necessary to comply with all applicable
federal and state securities laws and regulations.
(b) Further Assurances Each party hereto agrees to perform any further acts
and execute and deliver any documents which may be reasonably necessary to carry
out the intent of this Agreement.
(c) Notices Except as otherwise provided herein, all notices, requests,
demands and other communications under this Agreement shall be in writing, and
if given by telegram, telecopy, or telex, shall be deemed to have been validly
served, given or delivered when sent, if given by personal delivery, shall be
deemed to have been validly served, given or delivered upon actual delivery and,
if mailed, shall be deemed to have been validly served, given or delivered three
business days after deposit in the United States mails, as registered or
certified mail, with proper postage prepaid and addressed to the party or
parties to be notified, at the following address:
Anchor Financial Corporation
0000 Xxx Xxxxxx
Xxxxxx Xxxxx, Xxxxx Xxxxxxxx 00000
(d) Amendments; No Waiver This Agreement may be amended only by a written
agreement executed by both of the parties hereto.
(e) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of South Carolina.
(f) Disputes. In the event of any dispute among the parties arising out of
this Agreement, the prevailing party shall be entitled to recover from the
non-prevailing party the reasonable expenses of the prevailing party including,
without limitation, reasonable attorneys' fees and expenses.
(g) Entire Agreement. This Agreement and the instruments and agreement
referenced herein constitute the entire agreement and understanding among the
parties pertaining to the subject matter hereof and supersede any and all prior
agreements, whether written or oral, relating hereto.
(h) Recapitalizations or Exchanges Affecting Anchor's Capital Stock. The
provisions of this Agreement shall apply to any and all shares of capital stock
or other securities of Anchor or any successor or assign of Anchor which may be
issued in respect of, in exchange for or in substitution of, the Shares by
reason of any stock dividend, stock split, reverse split, recapitalization,
reclassificiation, combination, merger, consolidation or otherwise, and such
shares or other securities shall be encompassed within the term "Shares" for
purposes of this Agreement.
(i) No Rights. Nothing in this Agreement shall affect in any manner
whatsover the rights of Anchor or any of its Subsidiaries to terminate
Executive's employment or other relationship for any reason with or without
cause, subject to the terms and conditions of any agreement to which Executive
may be a party.
(j) Disclosure. Anchor shall have no duty or obligation to affirmatively
disclose to Executive, and Executive shall have no right to be advised of, any
material information regarding Anchor or any of its Subsidiaries at any time
prior to, upon or in connection with Anchor's repurchase of the Shares under
this Agreement at or after the cessation or termination of Executive's
employment or other relationship with Anchor and/or any of its Subsidiaries.
(k) RIGHT IN OTHER CAPACITIES; EXECUTIVE'S REVIEW OF AGREEMENT.
(i) ALTHOUGH AFTER HIS RECEIPT OF THE SHARES, EXECUTIVE WILL BE OR
CONTINUE TO BE AN EXECUTIVE OF ANCHOR (OR A DIRECT OR INDIRECT SUBSIDIARY OR
OTHER AFFILIATE OF ANCHOR), EXECUTIVE REPRESENTS THAT EXECUTIVE IS ACQUIRING THE
SHARES AS AN EQUITY INVESTMENT AND WITHOUT ANY EXPECTATION THAT THE OWNERSHIP OF
THE SHARES WILL ENTITLE EXECUTIVE TO ANY RIGHTS AS AN EXECUTIVE, OFFICER OR
DIRECTOR OF ANCHOR (OR ANY DIRECT OR INDIRECT SUBSIDIARY OR OTHER AFFILIATE OF
ANCHOR) THAT WOULD NOT EXIST IF EXECUTIVE WERE NOT A SHAREHOLDER. EXECUTIVE
FURTHER AGREES THAT NO CHANGE IN HIS OR HER EXPECTATIONS CONCERNING EMPLOYMENT
OR CONCERNING HIS OR HER PARTICIPATION AS AN OFFICER OR DIRECTOR, IF APPLICABLE,
WILL HAVE A REASONABLE BASIS UNLESS SET FORTH IN A WRITTEN AGREEMENT EXPRESSLY
GIVING EXECUTIVE ADDITIONAL RIGHTS AS TO SUCH MATTERS. ANCHOR HEREBY ADVISES
EXECUTIVE THAT ANCHOR IS ISSUING THE SHARES IN RELIANCE ON THE FOREGOING
REPRESENTATIONS
OF EXECUTIVE AND IN THE EXPECTATON THAT EXECUTIVE WILL NOT HAVE
ANY RIGHT TO EMPLOYMENT BY ANCHOR (OR BY ANY DIRECT OR INDIRECT SUBSIDIARY OR
OTHER AFFILIATE OF ANCHOR) OR TO CONTINUE TO BE AN OFFICER OR DIRECTOR OF ANCHOR
(OR OF ANY SUCH SUBSIDIARY OR OTHER AFFILIATE) BY VIRTUE OF EXECUTIVES OWNERSHIP
OF THE SHARES AND THAT ANCHOR WOULD NOT ISSUE SHARES TO EXECUTIVE IF EXECUTIVE
HAD ANY CONTRARY EXPECTATIONS.
(ii) EXECUTIVE CONFIRMS THAT EXECUTIVE HAS CAREFULLY REVIEWED THIS
AGREEMENT AND UNDERSTANDS IT. EXECUTIVE FURTHER CONFIRMS THAT EXECUTIVE HAS BEEN
ADVISED TO CONSULT WITH LEGAL COUNSEL REPRESENTING EXECUTIVE CONCERNING THIS
AGREEMENT AND ANY OTHER AGREEMENTS BETWEEN OR AMONG EXECUTIVE, ANCHOR AND ANY OF
ITS PRESENT OR PROSPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS AND/OR EXECUTIVES.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
ANCHOR:
ANCHOR FINANCIAL CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice Chairman
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxx
XXXXXXX X. XXXXXX
