FIRST XXXXXXX COUNTY CORPORATION
RESTRICTED STOCK PLAN
AWARD AGREEMENT FOR XXXX X. XXXXX We are pleased to advise you that First
Xxxxxxx County Corporation (the "Corporation") hereby awards to you under the
First Xxxxxxx County Corporation 2005 Restricted Stock Plan (the "Plan"), a
Restricted Stock Award with respect to 1,000 shares of Common Stock of the
Corporation, subject to your signing this Agreement and the provisions hereof.
This award is subject in all respects to the applicable provisions of the Plan,
a complete copy of which has been furnished to you and receipt of which you
acknowledge by acceptance of the award. Such provisions are incorporated herein
by reference and made a part hereof. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Plan.
1. Issuance of Shares. You will be issued 1,000 shares of Common Stock as of
the date you commence employment with First National Bank of Xxxxxxx County
(the "Grant Date"), subject to the terms, conditions and restrictions of
this Agreement and the Plan. The Corporation may withhold the actual
delivery of a stock certificate evidencing shares of Common Stock issued
under this Restricted Stock Award until such shares have become vested and
transferable under the terms hereof.
2. Vesting. Shares of Common Stock issued to you under this Restricted Stock
Award shall vest according to the following schedule; provided, however,
that you are employed by, or engaged to provide services to, the
Corporation or an affiliate thereof through and as of any applicable
vesting date: 100% of the shares issued under the Restricted Stock Award
shall vest on the date which is ninety (90) days after the Grant Date.
3. Transferability. The shares of Common Stock issued to you under this
Restricted Stock Award shall not be transferable by you prior to the date
such shares become vested under the terms of this Agreement and the Plan,
except in the case of your death.
4. Voting, Dividend and Tender Offer Rights. You shall have all voting,
dividend and tender offer rights with respect to shares of Common Stock
issued to you under this Restricted Stock Award whether or not such shares
are vested or unvested. Cash dividends shall be distributed to you. Stock
dividends shall be issued to you and shall become vested under the same
terms and conditions as the shares under your Restricted Stock Award to
which they pertain.
5. Withholding of Applicable Taxes. It shall be a condition to the
Corporation's obligation to deliver Common Stock to you pursuant to this
Restricted Stock Award that you pay, or make provision satisfactory to the
Corporation for the payment of, any taxes (other than stock transfer taxes)
the Corporation is obligated to collect with respect to the delivery of
Common Stock under this Restricted Stock Award, including any applicable
federal, state, or local withholding or employment taxes.
6. Amendment. This Agreement may be amended, in whole or in part and in any
manner not inconsistent with the provisions of the Plan, at any time and
from time to time, by written agreement between the Corporation and you.
The undersigned hereby acknowledges this Restricted Stock Award on behalf
of the Corporation as of October 2, 2006.
FIRST XXXXXXX COUNTY CORPORATION
By: Xxxxx Xxxxx
Title: President
To indicate your acceptance and agreement to this Restricted Stock Award, please
execute and immediately return to the Corporation the enclosed duplicate
original of this Agreement.
ACCEPTED AND AGREED TO:
/s/Xxxx X. Xxxxx
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Xxxx X. Xxxxx
October 31, 2006
Date
