EXHIBIT 10.3
FORM OF
RESTRICTED STOCK AWARD AGREEMENT
OTTAWA SAVINGS BANCORP, INC.
2006 EQUITY INCENTIVE PLAN
This Award Agreement ("Agreement") is provided to ________________ (the
"Participant") by Ottawa Savings Bancorp, Inc. (the "Company") as of
________________, 2006 (the "Grant Date"), the date the Compensation Committee
of the Board of Directors (the "Committee") awarded the Participant a Restricted
Stock Award pursuant to the Ottawa Savings Bancorp, Inc. 2006 Equity Incentive
Plan (the "Plan"), subject to the terms and conditions of the Plan and this
Agreement:
1. NUMBER OF SHARES SUBJECT
TO YOUR RESTRICTED STOCK AWARD: ________ Shares (subject to adjustment as may be
necessary pursuant to the Plan).
2. VESTING. Unless sooner vested according to Section 3 of the
attached Terms and Conditions or otherwise in the discretion of the
Committee, the restrictions imposed under Section 2 of the attached
Terms and Conditions will expire in the following percentages and on
the following dates, provided the Participant is then still employed by
or in service with the Company or any of its Affiliates:
Percentage of
Shares Vested Number of Shares Vesting Vesting Date
------------- ------------------------ ------------
20% [ ] _________, 2007
40% [ ] _________, 2008
60% [ ] _________, 2009
80% [ ] _________, 2010
100% [ ] _________, 2011
IN WITNESS WHEREOF, Ottawa Savings Bancorp, Inc., acting by and through
the Committee, has caused this Agreement to be executed.
OTTAWA SAVINGS BANCORP, INC.
ACCEPTED BY PARTICIPANT: By: ________________________________
On behalf of the Committee
___________________________
[insert Participant's name]
___________________________
Date
TERMS AND CONDITIONS
1. GRANT OF SHARES. The Grant Date and number of Shares underlying your
Restricted Stock Award are stated on page 1 of this Agreement.
Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings assigned to such terms by the Plan.
2. RESTRICTIONS. The unvested Shares underlying your Restricted Stock
Award ("Restricted Shares") are subject to the following restrictions
until they expire or terminate.
(a) Restricted Shares are subject to the vesting schedule set
forth on page 1 of this Award Agreement.
(b) Restricted Shares may not be sold, transferred, exchanged,
assigned, pledged, hypothecated or otherwise encumbered.
(c) If your employment or service with the Company or any Affiliate
terminates for any reason other than as set forth in paragraph (b) of
Section 3 hereof, then you forfeit all rights, title and interest in
and to the unvested Restricted Shares as of your termination date.
3. EXPIRATION AND TERMINATION OF RESTRICTIONS. The restrictions imposed
under Section 2 above will expire on the earliest to occur of the
following (the period prior to such expiration is referred to as the
"Restricted Period"):
(a) As to the percentages of the Restricted Shares specified on
page 1 of this Award Agreement, on the respective dates
specified on page 1; provided you remain employed by or in
service to the Company or an Affiliate; or
(b) Termination of your employment or service by reason of death
or Disability; or
(c) Upon a Change in Control.
4. DELIVERY OF SHARES. Once the Restricted Shares are fully vested, the
Company will distribute the Shares (and accumulated dividends and
earnings, if any) in accordance with your instructions.
5. VOTING AND DIVIDEND RIGHTS. As beneficial owner of the Restricted
Shares, you have full voting and dividend rights with respect to the
Restricted Shares during and after the Restricted Period. If you
forfeit your rights under this Agreement in accordance with Section 2,
you will no longer have any rights as a shareholder with respect to the
Restricted Shares or be entitled to receive dividends on the Restricted
Shares.
6. CHANGES IN CAPITAL STRUCTURE. In the event of a corporate event or
transaction involving the Company (including, without limitation, any
stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination or exchange of shares), the Committee may adjust
your Restricted Stock Award to preserve its benefits or potential
benefits. Without limiting the foregoing, however, in the event of a
subdivision of the outstanding Stock (stock-split), a declaration of a
dividend payable in Stock, or a combination or consolidation of the
outstanding Stock into a lesser number of Shares, the Shares subject to
this Agreement will automatically be adjusted proportionately.
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7. NO RIGHT OF CONTINUED EMPLOYMENT. Nothing in this Award Agreement will
interfere with or limit in any way the right of the Company or any
Affiliate to terminate your employment or service at any time.
8. PAYMENT OF TAXES. You may elect to be taxed upon your Restricted
Stock Award at the time of grant under Section 83(b) of the Code within
30 days of the Grant Date. If you do not make this election, you will
be taxed upon vesting of your Restricted Stock Award. At that time, the
Committee is entitled to require as a condition of delivery that: (i)
you remit an amount sufficient to satisfy any and all federal, state
and local (if any) tax withholding requirements and employment taxes
(I.E., FICA and FUTA), (ii) the withholding of such sums come from
compensation otherwise due to you or from Shares due to you under the
Plan, or (iii) any combination of (i) or (ii) above. OUTSIDE DIRECTORS
OF THE COMPANY ARE SELF-EMPLOYED AND NOT SUBJECT TO TAX WITHHOLDING.
9. PLAN CONTROLS. The terms of the Plan are incorporated into and made a
part of this Agreement. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall control.
10. SEVERABILITY. If any provision of this Agreement is deemed to be
invalid, illegal or unenforceable, the other provisions of the
Agreement will be construed and enforced as if the invalid, illegal or
unenforceable provision was never included in the Agreement.
11. NOTICE. Notices and communications under this Agreement must be in
writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to:
Ottawa Savings Bancorp, Inc.
000 Xx Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Compensation Committee of the Board of Directors
c/o Human Resources Department
or any other address designated by the Company in a written notice to
you. The Company will direct notices to you at your address as then
currently on file with the Company, or at any other address that you
provide in a written notice to the Company.
12. SUCCESSORS. This Award Agreement will be binding upon any successor to
the Company, in accordance with the terms of this Agreement and the
Plan.
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