RESTRICTED STOCK AWARD AGREEMENT
2008
EQUITY INCENTIVE PLAN
RS No.
_______________ Grant
Date: _______________
This
Restricted Stock Award of Shares (“Restricted Stock”) is granted by Sound
Financial, Inc. (“Company”) to [Name]
(“Grantee”) in accordance with the terms of this Restricted Stock Award
Agreement (“Agreement”) and subject to the provisions of the Sound Financial,
Inc. 2008 Equity Incentive Plan, as amended from time to time
(“Plan”). The Plan is incorporated herein by reference.
|
1.
|
Restricted
Stock Award. The Company makes this Restricted Stock
Award of [Number] Shares to
Grantee. These Shares are subject to forfeiture and to limits
on transferability until they vest, as provided in Sections 2, 3 and 4 of
this Agreement and in Article VII of the
Plan.
|
|
2.
|
Vesting
Dates: The Shares shall vest as
follows:
|
|
Vesting Date
|
Number of Shares Vesting
|
|
[Over
at least 5 years beginning
one
year from the Grant Date.]
|
[20%
or less in each annual
installment]
|
|
3.
|
Transferability. The
Grantee may not sell, assign, transfer, pledge or otherwise encumber any
Shares that have not vested, except in the event of the Grantee’s death,
by will or by the laws of descent and
distribution.
|
|
4.
|
Termination of
Service. If the Grantee terminates Service for any
reason other than in connection with a Change in Control or the death or
Disability of the Grantee, any Shares that have not vested as of the date
of that termination shall be forfeited to the Company. If the
Grantee’s Service terminates on account of the Grantee’s death or
Disability, the Vesting Date for all Shares that have not vested or been
forfeited shall be accelerated to the date of that termination of
Service.
|
|
5.
|
Effect
of Change in Control. Upon a Change in Control, the
Vesting Date for all Shares that have not vested or been forfeited shall
be accelerated to the date of the earliest event constituting a Change in
Control.
|
|
6.
|
Stock
Power. The Grantee agrees to execute a stock power with
respect to each stock certificate reflecting the Shares in favor of the
Company. The Shares shall not be issued by the Company until
the required stock powers are delivered to the
Company.
|
|
7.
|
Certificates
for Shares. The Company shall issue stock certificates
in the name of the Grantee reflecting the Shares vesting on each Vesting
Date in Section 2. The Company shall retain these certificates
until the Shares represented thereby become vested. These
certificates shall bear the following
legend:
|
The
common stock evidenced hereby is subject to the terms of an Award Agreement
between Sound Financial, Inc. and [name] dated [grant
date] made
pursuant to the terms of the Sound Financial, Inc. 2008 Equity Incentive Plan,
copies of which are on file at the executive offices of Sound Financial, Inc.,
and may not be sold, encumbered, hypothecated or otherwise transferred except in
accordance with the terms of such Plan and Award Agreement.
|
8.
|
Grantee’s
Rights. As the owner of all Shares that have not vested,
the Grantee shall be paid dividends by the Company with respect to those
Shares at the same time as they are paid to other holders of the Company’s
common stock. The Grantee may exercise all voting rights
appurtenant to the Shares.
|
|
9.
|
Delivery
of Shares to Grantee. Upon the vesting of any Shares,
the restrictions in Sections 3 and 4 shall terminate, and the Company
shall deliver only to the Grantee (or, if applicable, the Grantee’s
Beneficiary or estate) a certificate (without the legend referenced in
Section 7) and the related stock power in respect of the vesting
Shares. The Company’s obligation to deliver a stock certificate
for vested Shares can be conditioned upon the receipt of a representation
of investment intent from the Grantee (or the Grantee’s Beneficiary) in
such form as the Committee requires. The Company shall not be
required to deliver stock certificates for vested Shares prior to: (a) the
listing of those Shares on the Nasdaq; or (b) the completion of any
registration or qualification of those Shares required under applicable
law.
|
|
10.
|
Adjustments
in Shares. In the event of any recapitalization, stock
split, reorganization, merger, consolidation, spin-off, combination,
exchange of securities, stock dividend, special or recurring dividend or
distribution, liquidation, dissolution or other similar corporate
transaction or event, the Committee, in its sole discretion, may adjust
the number of Shares or class of securities of the Company covered by this
Agreement. Any additional Shares or other securities received
by the Grantee as a result of any such adjustment shall be subject to all
restrictions and requirements applicable to Shares that have not
vested. The Grantee agrees to execute any documents required by
the Committee in connection with an adjustment under this Section
10.
|
|
11.
|
Tax
Election. The Grantee understands that an election may
be made under Section 83(b) of Code to accelerate the Grantee’s tax
obligation with respect to receipt of the Shares from the Vesting Dates to
the Grant Date by submitting an election to the Internal Revenue Service
substantially in the form attached
hereto.
|
|
12.
|
Tax
Withholding. The Company shall have the right to require
the Grantee to pay to the Company the amount of any tax that the Company
is required to withhold with respect to such Shares, or in lieu thereof,
to retain or sell without notice, a sufficient number of Shares to cover
the minimum amount required to be withheld. The Company shall
have the right to deduct from all dividends paid with respect to the
Shares the amount of any taxes that the Company is required to withhold
with respect to such dividend
payments.
|
RS-2
|
13.
|
Plan
and Committee Decisions are Controlling. This Agreement
and the award of Shares to the Grantee are subject in all respects to the
provisions of the Plan, which are controlling. Capitalized
terms herein not defined in this Agreement shall have the meaning ascribed
to them in the Plan. All decisions, determinations and
interpretations by the Committee respecting the Plan, this Agreement or
the award of Shares shall be binding and conclusive upon the Grantee, any
Beneficiary of the Grantee or the legal representative
thereof.
|
|
14.
|
Xxxxxxx’s
Employment. Nothing in this Agreement shall limit the
right of the Company or any of its Affiliates to terminate the Grantee’s
service or employment as a director, officer or employee, or otherwise
impose upon the Company or any of its Affiliates any obligation to employ
or accept the services or employment of the
Grantee.
|
|
15.
|
Amendment. The
Committee may waive any conditions of or rights of the Company or modify
or amend the terms of this Agreement; provided, however, that the
Committee may not amend, alter, suspend, discontinue or terminate any
provision of this Agreement if such action may adversely affect the
Grantee without the Grantee’s written consent. To the extent
permitted by applicable laws and regulations, the Committee shall have the
authority, in its sole discretion, to accelerate the vesting of the Shares
or remove any other restrictions imposed on the Grantee with respect to
the Shares, whenever the Committee may determine that such action is
appropriate by reason of any unusual or nonrecurring events affecting the
Company, any Affiliate or their financial statements or any changes in
applicable laws, regulations or accounting
principles.
|
|
16.
|
Grantee
Acceptance. The Grantee shall signify acceptance of the
terms and conditions of this Agreement and acknowledge receipt of a copy
of the Plan by signing in the space provided below and returning the
signed copy to the Company.
|
RS-3
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the date first above written.
|
By
________________________________
|
||
|
Its ________________________________
|
||
|
ACCEPTED
BY GRANTEE
|
||
|
___________________________________
|
||
|
(Signature)
|
||
|
___________________________________
|
||
|
(Print
Name)
|
||
|
___________________________________
|
||
|
(Street
Address)
|
||
|
___________________________________
|
||
|
(City,
State & Zip Code)
|
Beneficiary
Designation:
The Grantee
designates the following Beneficiary to receive the Shares upon Xxxxxxx’s
death:
RS-4
