SOMERSET HILLS BANCORP
FORM
OF RESTRICTED STOCK XXXXX
XXXXX
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Grantee:
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Address:
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Total
Shares Subject to Xxxxx:
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Date
of Grant:
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TERMS
1. Grant
of Restricted Stock. Somerset Hills Bancorp, a New Jersey
corporation (the “Company”), hereby grants (the “Grant”) to the grantee named
above (“Grantee”) a total of _________ shares of common stock, no par value
(“Common Stock”), of the Company (the “Shares”), subject to all of the terms and
conditions of this Agreement and the Company’s 2007 Equity Incentive Plan, as
amended to the date hereof (the “Plan”). Unless otherwise defined
herein, capitalized terms used herein shall have the meanings ascribed to them
in the Plan.
2. Vesting
of Grant.
a. Vesting
Schedule. The Grant will be subject to forfeiture as provided
herein in the event the Grantee ceases employment with the Company for
any
reason
prior to the date such portion of the Grant vests. The Grant shall
vest in accordance with the following vesting schedule:
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i.
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_______
shares, or any part thereof, will first vest, and risk of forfeiture
of
such shares will terminate on
_______________;
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ii.
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_______
shares, or any part thereof, will first vest, and risk of forfeiture
of
such shares will terminate on
_______________;
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iii.
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_______
shares, or any part thereof, will first vest, and risk of forfeiture
of
such shares will terminate on
_______________;
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iv.
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_______
shares, or any part thereof, will first vest, and risk of forfeiture
of
such shares will terminate on
_______________;and
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v.
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_______
shares, or any part thereof, will first vest, and risk of forfeiture
of
such shares will terminate on
_______________.
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Prior
to
the date of vesting of Shares, Grantee shall be entitled to vote the Shares
and
to receive cash and stock dividends declared on the Shares, provided, however
that any stock dividends declared on unvested Shares shall be subject to
forfeiture in the same manner as the Shares with regard to which the stock
dividend was issued. As of the date of vesting of any Shares, Grantee shall
be
deemed to own such shares, and be entitled to all benefits of ownership of
the
Shares, including the right to transfer such shares, subject to the terms of
this Agreement and the Plan.
3. Changes
in Vesting Schedule. Notwithstanding the above, if the Company is
subject to Change in Control (as defined in the Plan), the Shares will no longer
be subject to forfeiture pursuant to Section 2(a) herein and shall be deemed
fully vested.
4. Withholding
Taxes. The Company shall have the right, in its sole discretion,
to either (i) require Grantee to remit to the Company or (ii) withhold from
any
salary, wages or other compensation payable by the Company or any affiliated
entities to Grantee, an amount sufficient to satisfy Federal, state, and local
withholding tax requirements. Whenever payments are to be made in cash, such
payments shall be net of an amount sufficient to satisfy Federal, state and
local withholding tax requirements and authorized deductions.
5. Nontransferability
of Unvested Shares. Until the vesting of Shares pursuant to
Section 2 herein or any other provision hereof, such Shares shall not be
transferable by Grantee and the Company shall refuse to recognize any such
purported transfer. The terms of this Grant and the Plan shall be
binding upon the executors, administrators, successors and assigns of
Grantee.
6. No
Right to Continued Employment. No grant of Common Stock hereunder
shall confer upon Grantee any right with respect to continuance of Xxxxxxx’s
employment or affiliation with the Company or any affiliated entity nor shall
it
interfere in any way with the right of the Company or any such affiliated entity
to terminate Grantee’s employment or affiliation at any time.
7. Issuance
of Certificates. The Company may cause the Shares to be issued in
either book entry form or certificated form at its sole
discretion. Unvested Shares that are issued in book entry form will
be maintained in an account at the Company’s transfer agent, and only released
to Grantee upon the termination of the vesting period. Any stock
certificates issued in respect of the Grant shall be registered in the name
of
Grantee and, unless otherwise determined by the Board, deposited by Grantee,
together with a stock power endorsed in blank, with the Company (or its
designee). At the expiration of the vesting period regarding such
certificated Shares, the Company (or such designee) shall deliver the
certificates representing such bested Shares to Grantee or if Grantee has died,
to the beneficiary designated, in a manner determined by the Board, by Grantee
to receive amounts due or exercise rights of Grantee in the event of Xxxxxxx’s
death (the “Designated Beneficiary”). In the absence of an effective
designation by Grantee, Designated Beneficiary shall mean Grantee’s
estate.
8. Entire
Agreement. The Plan attached hereto as Exhibit A is
incorporated herein by this reference. The Grant and the Plan
constitute the entire agreement of the parties hereto and supersede all prior
undertakings and agreements with respect to the subject matter
hereof.
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By:
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Name:
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Title:
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ACCEPTANCE
Grantee
hereby acknowledges receipt of a copy of the Plan, represents that Grantee
has
read and understands the terms and provisions thereof, and accepts the Grant
subject to all the terms and conditions of the Plan and this
agreement. Xxxxxxx acknowledges that there may be adverse tax
consequences upon disposition of the Shares and that Grantee should consult
a
tax adviser prior to such disposition.
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GRANTEE
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Signature
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Print
Name
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