THIS
AGREEMENT, made this ______________ day of _____________, 20____, (the “Grant
Date”) by FIRST BUSINESS FINANCIAL SERVICES, INC., a Wisconsin corporation
(the “Company”), and ____________________, an employee of the Company (the
“Employee”).
| 1. |
Grant of Restricted Stock. Pursuant to the First Business Financial
Services, Inc. 2006 Equity Incentive Plan (the “2006 Plan”), the Board
of Directors of the Company (the “Board”) has granted to the Employee,
on the terms and conditions set forth herein, __________________ shares of
common stock of the Company (the “Restricted Shares”). |
| 2. |
Period of Restriction. |
| |
a. |
Vesting
Period. Twenty-five percent (25%) of the Restricted Shares
will vest on each of the first four (4) anniversaries of the Grant Date,
provided the Employee is employed by the Company or an Affiliate on the
applicable vesting date. If the Employee’s employment terminates prior to
the date the Restricted Shares are vested as a result of death or disability
(within the meaning of Code Section 22(e)(3)), the Restricted Shares will
become fully vested on such date of termination. Upon any other termination of
employment prior to the date the Restricted Shares are vested, the Employee
will forfeit the Restricted Shares unless otherwise determined by the Board or
Committee. Notwithstanding the foregoing, upon a Change in Control, all
Restricted Shares shall become vested in full provided the Employee is employed
by the Company or an Affiliate on the date of such Change in Control. |
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b. |
Non-Transferability
of Shares. The Employee may not sell, transfer or otherwise alienate or
hypothecate any of the Restricted Shares until they are vested. |
| |
c. |
Voting
and Dividends. While the Restricted Shares are subject to forfeiture, the
Employee may exercise full voting rights and will receive all dividends and
other distributions paid with respect to the Restricted Shares, in each case so
long as the applicable record date occurs before the Restricted Shares are
forfeited. If, however, any such dividends or distributions are paid in shares
of Stock, such shares will be subject to the same risk of forfeiture,
restrictions on transferability and other terms of this Agreement as are the
Restricted Shares with respect to which they were paid. |
| 3. |
Non-Transferability of Award. This Restricted Stock Agreement shall not
be transferable other than by will or by the laws of descent and distribution,
or pursuant to a beneficiary designation filed in accordance with Section 5. |
| 4. |
Escrow/Issuance of Shares. The Restricted Shares will be held in escrow
by the Company, as escrow agent. The Company will give the Employee a receipt
for the Restricted Shares held in escrow that will state that the Company holds
such shares in escrow for the Employee’s account, subject to the terms of
this Agreement, and the Employee will give the Company a stock power for such
shares duly endorsed in blank which will be used in the event such shares are
forfeited in whole or in part. As soon as practicable after the vesting date,
the Restricted Shares will cease to be held in escrow, and certificate(s) for
such number of shares will be delivered to the Employee or, in the case of the
Employee’s death, to his or her beneficiary. |
| 5. |
Beneficiary. The Employee may designate one or more beneficiaries who
shall be entitled to receive the Restricted Shares that vest upon the death of
Employee. The Employee may from time to time revoke or change his or her
beneficiary designation without the consent of any prior beneficiary by filing a
new designation with the Company. The last such designation received by the
Company shall be controlling; provided, however, that no designation, or change
or revocation thereof, shall be effective unless received by the Company prior
to the Employee’s death, and in no event shall any designation be effective
as of a date prior to such receipt. If no beneficiary designation is in effect
at the time of Employee’s death, or if no designated beneficiary survives
the Employee or if such designation conflicts with law, the Employee’s
estate will be considered the beneficiary. If the Board is in doubt as to the
right of any person to receive the Restricted Shares, the Company may refuse to
issue shares to any individual, without liability for any interest or dividends
on the underlying Stock, until the Board determines the person entitled to
receive the shares, or the Company may apply to any court of appropriate
jurisdiction and such application shall be a complete discharge of the liability
of the Company therefor. |
| 6. |
Restrictions on Issuance and Transfer of Shares. |
| |
a. |
General. No
shares of Stock will be issued under this Agreement unless and until the
Company has determined to its satisfaction that such issuance complies with all
relevant provisions of applicable law, including the requirements of any stock
exchange on which the shares may then be traded. |
| |
b. |
Securities
Laws. Employee acknowledges that he or she is acquiring the Restricted
Shares for investment purposes only and not with a view to resale or other
distribution thereof to the public in violation of the Securities Act of 1933,
as amended (the “Act”). Employee agrees and acknowledges with respect
to any Restricted Shares that have not been registered under the Act, that (i)
Employee will not sell or otherwise dispose of such shares except pursuant to
an effective registration statement under the Act and any applicable state
securities laws, or in a transaction which in the opinion of counsel for the
Company is exempt from such registration, and (ii) a legend will be placed on
the certificates for the shares to such effect. As further conditions to the
issuance of the Restricted Shares, the Employee agrees for himself, his
beneficiary(ies), and his heirs, legatees and legal representatives, prior to
such issuance to execute and deliver to the Company such investment
representations and warranties, to enter into a restrictive stock transfer
agreement, and to take or refrain from taking such other actions, as counsel
for the Company determines may be necessary or appropriate for compliance with
the Act and any applicable federal or state securities laws, regardless of
whether the shares have at that time been registered under the Act or qualified
under the securities laws of any state. |
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| 7. |
Tax Withholding. To the extent that the receipt of the Restricted Shares
or the vesting of the Restricted Shares results in income to the Employee for
Federal, state or local income tax purposes, the Employee shall deliver to the
Company at the time the Company (or a Subsidiary or Affiliate) is obligated to
withhold taxes in connection with such receipt or vesting, as the case may be,
such amount as the Company requires to meet its withholding obligation under
applicable tax laws or regulations, and if the Employee fails to do so, the
Company has the right and authority to deduct or withhold from other
compensation payable to the Employee an amount sufficient to satisfy its
withholding obligations. If the Employee does not make an election under Section
83(b) of the Internal Revenue Code of 1986, as amended, in connection with this
Agreement, the Employee may satisfy the withholding requirement, in whole or in
part, by electing to have the Company withhold for its own account that number
of Restricted Shares otherwise deliverable to the Employee from escrow hereunder
on the date the tax is to be determined having an aggregate Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax
that the Company must withhold in connection with the vesting of such Shares.
Such election must be irrevocable, in writing, and submitted to the Secretary of
the Company before the applicable vesting date. The Fair Market Value of any
fractional Share not used to satisfy the withholding obligation (as determined
on the date the tax is determined) will be paid in cash. |
| 8. |
Failure to Enforce Not a Waiver. The failure of the Company to enforce at
any time any provision of this Agreement shall in no way be a waiver of such
provision or of any other provision hereof. |
| 9. |
Employee Bound by Plan. Employee hereby acknowledges receipt of a copy of
the 2006 Plan and agrees to be bound by all the terms and provisions thereof.
The terms of the 2006 Plan to the extent not stated herein are expressly
incorporated herein by reference and in the event of any conflict between this
Agreement and the Plan, the Plan shall govern. Any capitalized terms not defined
herein will have the meanings given in the Plan. This Agreement is subject to
all of the terms, conditions and provisions of the Plan, including, without
limitation, the amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan or this Agreement adopted by the Board and
in effect from time to time. By signing below, the Participant agrees and
accepts on behalf of himself or herself, and his or her heirs, legatees and
beneficiary(ies), that all decisions or interpretations of the Board with
respect to the Plan or this Agreement are binding, conclusive and final. |
| 10. |
Notices. Any notice hereunder to the Company shall be addressed to it at
its office, 000 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000; Attention: Corporate
Secretary, and any notice hereunder to Employee shall be addressed to him or her
at the last home address on file with the Company. Either party may designate
some other address at any time hereafter in writing. |
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| 11. |
Severability. In the event any provision of the Agreement is held illegal
or invalid for any reason, the illegality or invalidity will not affect the
remaining provisions of the Agreement, and the Agreement shall be construed and
enforced as if the illegal or invalid provision had not been included. |
| 12. |
Amendments. This Agreement may be amended or modified at any time by an
instrument in writing signed by the parties hereto, and may be amended or
terminated by the Company or the Board without the Employee’s consent as
provided in the Plan. |
IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement on the day
and year first above written.
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FIRST BUSINESS FINANCIAL SERVICES, INC. |
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By ____________________________________________ |
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Its: |
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The undersigned hereby accepts and agrees to all the terms |
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and provisions of the foregoing Restricted Stock Agreement |
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and to all the terms and provisions of the First Business |
|
Financial Services, Inc. 2006 Equity Incentive Plan. |
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_______________________________________________ |
|
(Employee) |
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