EXHIBIT 10.2
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Agreement"), made this ____day of
_______________, 20___, between Farmers & Merchants Bancorp, Inc., an Ohio
corporation (the "Company"), and _____________________________________(the
"Participant").
WITNESSETH:
WHEREAS, the Company adopted the Farmers & Merchants Bancorp,
Inc. 2005 Long-Term Stock Incentive Plan (the "Plan") in order to provide select
key employees with additional incentives to achieve long-term corporate
objectives; and
WHEREAS, the Participant is an Employee and eligible
Participant as defined by the Plan; and
WHEREAS, the Compensation Committee of the Company's Board of
Directors has decided that the Participant should be granted restricted shares
of the Company's no par value common stock, ("Common Stock"), on the terms and
conditions set forth below in accordance with the terms of the Plan.
NOW, THEREFORE, in consideration of the past and future
services provided to the Company by the Participant and the various covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Grant of Restricted Stock.
The Company hereby grants to the Participant a total of_______________ (______)
shares of the Common Stock of the Company (the "Restricted Shares"), subject to
the transfer restrictions, vesting schedule and other conditions set forth the
Plan and this Agreement. The Participant shall not be required to provide the
Company with any payment (other than his or her past and future services to the
Company in exchange of such Restricted Shares.
As provided in Section 4, the Company shall cause the Restricted Shares
to be issued and a stock certificate or certificates representing the Restricted
Shares to be registered in the name of the Participant promptly upon execution
of this Agreement. On or before the date of execution of this Agreement, the
Participant shall deliver to the Company one or more stock powers endorsed in
blank relating to the Restricted Shares.
2. Restrictions.
(a) The Participant shall have all rights and privileges of a
stockholder of the Company with respect to the Restricted Shares, including
voting rights and the right to receive dividends paid with respect to the
Restricted Shares, except that the following restrictions shall apply until such
time or times as these restrictions lapse under Section 3 or any other provision
of this Agreement or the Plan:
(i) the Participant shall not be entitled to delivery of the
certificate or certificates for any of the Restricted Shares until the
restrictions imposed by this Agreement have lapsed with respect to those
Restricted Shares:
(ii) the Restricted Shares may not be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of by the Participant
before these restrictions have lapsed, except with the consent of the Company;
and
(iii) the Restricted Shares shall be subject to forfeiture
upon termination of the Participants employment with the Company to the extent
set forth in Section 6 below.
(b) Any attempt to dispose of Restricted Shares in a manner
contrary to the restrictions set forth in this Agreement shall be ineffective.
3. Vesting; When Restrictions Lapse.
Pursuant to terms of the Plan the Committee has determined
that the restrictions applicable to the Restricted Shares shall lapse and the
Restricted Shares shall vest on August 19, 2008, or at such earlier time as the
restrictions may lapse pursuant to the terms of the Plan.
4. Issuance of Stock Certificates for Shares.
The stock certificate or certificates representing the
Restricted Shares shall be issued promptly following the execution of this
Agreement, and shall be delivered to the Corporate Secretary or such other
custodian as may be designated by the Company, to be held until the restrictions
lapse. Such stock certificate or certificates shall bear the following legend:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and conditions (including
forfeiture) of a Restricted Stock Agreement entered into between the registered
owner and Farmers & Merchants Bancorp, Inc. Copies of such Agreement are on file
in the offices of the Corporate Secretary, Farmers & Merchants Bancorp, Inc.,
000-00 X. Xxxxxxxx Xx., X.X. Xxx 000, Xxxxxxxx, Xxxx 00000-0000. which will be
provided, without charge, to the shareholder upon five days written request
therefore."
Once the restrictions imposed by this Agreement have lapsed with
respect to the Restricted Shares, a stock certificate for the Restricted Shares
shall be returned and exchanged for a new unlegended stock certificate
representing the newly vested shares. The new certificates shall be delivered to
the Participant (or to the person to whom the rights of the Participant shall
have passed by will or the laws of descent and distribution) promptly after the
date on which the restrictions imposed on such shares by this Agreement have
lapsed, but not before the Participant has made arrangements satisfactory to the
Company for tax withholding (as required by Section 5), and provided that any
certificate representing the portion of the newly vested shares (if any) that
the Participant applies to satisfy his or her tax withholding obligations
pursuant to Section 5(b) below shall be delivered to the Company rather than the
Participant.
5. Tax Reporting and Withholding.
The Participant is an employee of either the Company, or a
Subsidiary, as such terms are defined in the Plan. The Company will make and
file, or cause to made and filed by the Subsidiary that employs the Participant,
all required tax reports with respect to federal, state, and local taxes
applicable to the Restricted Shares.
Upon the earlier to occur of (i) the date the restrictions
applicable to the Restricted Shares lapse under the terms of this Agreement, or
(ii) the Participant makes a valid election under Section 83 (b) of the Internal
Revenue Code of 1986, as amended (the "Code"), the Company shall notify the
Participant of the amount of tax that must be withheld by the Company under all
applicable federal, state, and local tax laws. The Participant agrees to make
arrangements with the Company to (a) remit the required amount to the Company,
or its Subsidiary, in cash, (b) deliver to the Company, or its Subsidiary,
shares of Common Stock currently held by the Participant (including newly vested
Restricted Shares) with a value equal to the required amount, (c) authorize
the deduction of the required amount from the Participant's compensation, or (d)
otherwise provide for payment of the required amount in a manner satisfactory to
the Company, or its Subsidiary.
Participant will give reasonable advance notice to the Company of an
intention to make an election pursuant to Section 83 (b) of the Code and will
cooperate with the Company in connection with the timing of such election.
Participant shall be solely responsible for any filings, including the
timeliness thereof, of any election made by the Participant under Section 83 (b)
of the Code.
6. Grant Not to Affect Employment.
Neither this Agreement nor the Restricted Shares granted
hereunder shall confer upon the Participant any right to continued employment
with the Company, or any Subsidiary.
7. Miscellaneous.
a. Unless otherwise set forth in this Agreement the Restricted
Shares are subject to all of the provision applicable to Incentive Awards and
Restricted Share Awards as set forth in the Plan.
b. This Agreement may be executed in one or more counterparts,
all of which taken together will constitute one and the same instrument.
c. The terms of this Agreement may only be amended, modified
or waived by a written agreement executed by both of the parties hereto.
d. The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the State of Ohio, without giving
effect to principles of conflicts of law; provided, however, that matters of
corporate law, including the issuance of shares of Common Stock, shall be
governed by the Ohio General Corporation Law.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first above written.
ATTEST: FARMERS & MERCHANTS BANCORP, INC.
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Xxxxx X. Xxxxx
Corporate Secretary By:
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Its:
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EMPLOYEE
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