The South
Financial Group
2006 –
2008 LONG TERM INCENTIVE PLAN
Restricted
Stock Unit Award Agreement
This Agreement is
made as of April 21, 2006 (the “Grant Date”), by and
between The South Financial Group (the "Company") and (the
“Participant”).
DISCLAIMER
THIS DOCUMENT
IS NOT A CONTRACT OF EMPLOYMENT. THE EMPLOYMENT RELATIONSHIP
BETWEEN THE SOUTH FINANCIAL GROUP AND ITS EMPLOYEES WHO DO NOT HAVE
A SPECIFIC INDIVIDUAL EMPLOYMENT CONTRACT IS AT-WILL AND VOLUNTARY.
THIS MEANS THAT EITHER THE SOUTH FINANCIAL GROUP OR AN EMPLOYEE CAN
TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME WITH OR WITHOUT
CAUSE AND WITH OR WITHOUT NOTICE. THE EMPLOYMENT AT-WILL STATUS OF
SUCH EMPLOYEES CANNOT BE ALTERED BY THIS DOCUMENT OR ANY OTHER
STATEMENT OR REPRESENTATION, BUT CAN ONLY BE CHANGED BY A WRITTEN
CONTRACT, WHICH MUST BE SIGNED BY THE APPROPRIATE MEMBER OF THE
EXECUTIVE COMMITTEE.
ALL EMPLOYEES
WHICH HAVE ENTERED INTO OR MAY LATER ENTER INTO SUCH A WRITTEN
CONTRACT ARE FURTHER ADVISED THAT THIS DOCUMENT DOES NOT AND CANNOT
IN ANY WAY ALTER, MODIFY, OR AMEND SUCH A CONTRACT.
ALL EMPLOYEES
ARE FURTHER ADVISED THAT THE EMPLOYMENT RELATIONSHIP BETWEEN THE
SOUTH FINANCIAL GROUP AND ITS EMPLOYEES CANNOT BE AND IS NOT
INTENDED TO BE MODIFIED IN ANY WAY BY ANY EMPLOYEE’S
OWNERSHIP, VESTING, OR OTHER INTEREST OF ANY KIND IN ANY BENEFIT OR
ASSET THAT MAY BE PROVIDED OR AWARDED UNDER THIS
PLAN.
SOME PROVISIONS
OF THIS PLAN MAY BE CONDITIONED UPON CONTINUED EMPLOYMENT WITH THE
SOUTH FINANCIAL GROUP OR MAY OTHERWISE BE RELATED TO THE DURATION
OF EMPLOYMENT WITH THE SOUTH FINANCIAL GROUP. NO RELATIONSHIP
BETWEEN THE PROVISIONS OF THIS PLAN AND A PARTICIPANT’S
STATUS AS AN EMPLOYEE WITH THE SOUTH FINANCIAL GROUP SHALL
CONSTITUTE AN ALTERATION OF ANY KIND TO THE EMPLOYMENT RELATIONSHIP
BETWEEN THE SOUTH FINANCIAL GROUP AND ANY EMPLOYEE.
WHEREAS, the
Compensation Committee of the Board of Directors (Committee) has,
pursuant to the Plan, made an Award to the Participant and
authorized and directed the execution and delivery of this
Agreement;
NOW, THEREFORE, in
consideration of the foregoing, the mutual promises hereinafter set
forth, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the
Participant hereby agree as follows:
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1.
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Award. The Participant is hereby granted an Award of x
Stock Units (hereinafter sometimes “Units”). Of this
award, one-third or x Units which will be subject to Employment
Conditions and two-thirds or x Units will be subject to Performance
Conditions with respect to the Performance Period January 1, 2006
through December 31, 2008. If maximum or stretch levels of
performance are achieved, than the number of Units that can be
earned can increase by 50%. For your award, the x Units subject to
Performance Conditions can increase to x Units at stretch
performance. The Performance Measures, Performance Goals,
Performance Formula and Employment Conditions applicable to this
Award are set forth in the Award Schedule attached hereto and made
a part hereof.
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(i)
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As
soon as practicable after the close of the Performance Period, the
Committee shall determine whether, and to what extent, the
Performance Goals for the Performance Period have been achieved. If
the Performance Goals have been achieved, the Committee will
determine the number of Units that have vested based upon the
Performance Formula set forth in the Award Schedule. Units that
have not met the Performance Conditions will be
forfeited.
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(ii)
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Units
subject to the Employment Conditions will vest according to the
Award Schedule.
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(iii)
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As
soon as practical after the Units have vested, the Company shall
deliver to the Participant one share of Stock for each Restricted
Stock Unit so earned.
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3.
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Termination. No payment shall be made with respect to this
Award and all of the Units granted hereunder will be forfeited if
the Participant is not an Employee as of the date of
vesting.
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4.
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Change of Control. Anything in this Agreement to the contrary
notwithstanding, in the event of a Change of Control as defined by
the Plan document, all Units subject to Employment Conditions will
vest as of the date of the Change in Control. All Units subject to
Performance Conditions will vest at the 100% level as of the date
of the Change in Control.
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5.
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Overlap with 2004 to 2006 LTIP Plan.
50% of any award earned in 2006
under the 2004 to 2006 LTIP plan will reduce the number of Units
that vest based on the Employment Condition beginning with shares
that vest in early 2007.
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6.
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Taxes. The Company shall withhold all applicable taxes
required by law from all amounts paid in satisfaction of the Award.
A Participant may
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