Exhibit 10.18
The South Financial
Group
2006 – 2008 LONG TERM
INCENTIVE PLAN
Restricted Stock Unit Award
Agreement
This Agreement is made as of
(the “Grant Date”), by and between The South Financial
Group (the “Company”) and [NAME] (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
Restricted Stock Units (hereinafter sometimes “Units”).
Of this award, one-third or
Units which will be subject to Employment Conditions and two-thirds
or
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
Units subject to Performance Conditions can increase to
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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1
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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
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