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MAGNA GROUP, INC.
1992 LONG TERM PERFORMANCE PLAN
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (hereinafter "Agreement"), is
entered into this 31st day of December, 1995, in the County of St. Louis,
Missouri, by and between Magna Group, Inc., a Delaware corporation (hereinafter
"Company") and --------------, (hereinafter "Executive") pursuant to the Magna
Group, Inc. 1992 Long Term Performance Plan (the "Plan").
1. DEFINITIONS. Terms used in this agreement have the meanings
prescribed in the Plan, except that the following terms shall
have the following meanings:
(a) AWARD DATE means the earlier of (i) the first business day
following a Valuation Period and (ii) the day preceding the
day on which there occurs a Change of Control. If an award
date follows a Valuation Period, there may be as many as
three Award Dates as designated below, if the closing price
of Stock equals or exceeds the specified price during a
Valuation Period:
20% Award Date - $28.00
30% Award Date - $31.50
50% Award Date - $35.50
(b) RESTRICTION PERIOD means, with respect to a share of Stock
granted on an Award Date, the period from such Award Date
through and including the day before the earliest of (i) the
date on which Executive's employment with the Company ends
by reason of Retirement, Disability or Death, (ii) the date
on which occurs a Change of Control, or (iii) the eighth
anniversary of such Award Date.
(c) TERMINATION DATE means December 31, 1999.
(d) VALUATION PERIOD means a period of twenty (20) consecutive
trading days ending on or before the Termination Date during
which the closing price of Stock on each day is equal to or
greater than a specified price.
2. CONDITIONAL AWARD OF STOCK. The Company will grant to Executive
up to an aggregate of 10,000 shares of Stock as of the specified
Award Dates if such dates occur before the Termination Date:
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On the 20% Award Date - 2,000 Shares
On the 30% Award Date - 3,000 Shares
On the 50% Award Date - 5,000 Shares
Any shares of Stock which have not been granted on or before the
earliest of (i) the date Executive's employment with the Company
ends, (ii) the date on which occurs a Change of Control, or (iii)
the first business day after the Termination Date, shall not be
granted under this Agreement and may be used for other purposes
as allowed by the Plan.
3. ISSUANCE OF STOCK. Certificates for shares of Stock will be
issued to Executive as soon as practicable following an Award
Date. Such certificates will contain a legend reflecting or
incorporating the restrictions on transferability described in
this Agreement. Executive shall have no rights as a Stockholder
with respect to a share of Stock granted pursuant to this
Agreement prior to the issuance of a certificate therefore.
4. INCORPORATION OF LONG TERM PERFORMANCE PLAN. This Agreement is
entered into pursuant to the plan, which Plan is by this reference
incorporated herein and made a part hereof.
5. NON-TRANSFERABILITY OF STOCK. Shares of Stock issued to Executive
pursuant to this Agreement may not be transferred by Executive
during the Restriction Period. This limitation shall not preclude
a transfer by Executive during the Restriction Period to a trust
of which Executive is the grantor, initial trustee and primary
income beneficiary. All restrictions shall terminate as of the
end of the Restriction Period, and upon the surrender of
certificates for shares issued pursuant to this Agreement the
Company shall issue certificates, without any legend or other
indication of restrictions imposed hereunder, for a corresponding
number of shares.
6. FORFEITURE OF STOCK. If Executive's employment with the Company
ends for any reason before the end of the Restriction Period
with respect to a share of Stock, such share shall be forfeited,
and the certificate representing such share shall be returned to
the Company as soon as practicable following such forfeiture.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, ETC. In the
event of the payment of a stock dividend, a split-up or
consolidation of shares, or any like capital adjustment of the
Company before the Termination Date, then to the extent the
shares of Stock which may be awarded hereunder have not yet been
awarded, there shall be a corresponding adjustment as to the
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number of shares covered under this Agreement, to the end that
Executive shall retain the Executive's proportionate interest in
the Company with respect to shares issued as of a date following
such capital change as he would have received if such change had
not taken place.
8. AWARD CONDITIONED ON APPROVAL AND ACCEPTANCE. This Agreement shall
be void and of no effect unless both (a) the Stockholders of the
Company approve the awards made hereunder at the 1992 Annual
Meeting of Stockholders of the Company, and (b) a copy of this
Agreement is executed by Executive and returned to the Human
Resources Department of the Company not later than 30 days after
the day this Agreement is mailed or delivered to Executive.
IN WITNESS WHEREOF, MAGNA GROUP, INC. has caused this Agreement to be
executed and Executive has signed the same, in duplicate originals as of the day
and year first above written.
EXECUTIVE MAGNA GROUP, INC.
By:---------------------------------- By: -------------------------------
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