Exhibit 10.1
FORM OF STELLARONE
CORPORATION
RESTRICTED STOCK
AGREEMENT
Granted September 8,
2009
This Restricted Stock Agreement
(this “Agreement”) is entered into as of
September 8, 2009 pursuant to Article 8 of the StellarOne
Corporation Stock Incentive Plan (the “Plan”) and
evidences the grant, and the terms, conditions and restrictions
pertaining thereto, of Restricted Stock (as defined in the Plan) to
(Employee Name) (the “Employee”).
WHEREAS, the StellarOne Corporation
(the “Company”) maintains the Plan under which the
Committee (as defined in the Plan) may, among other things, award
shares of the Company’s common stock (the “Common
Stock”) to such key employees of the Company and its
Subsidiaries (as defined in the Plan) as the Committee may
determine, subject to terms, conditions and restrictions as it may
deem appropriate;
WHEREAS, pursuant to the Plan, the
Committee has awarded to the Employee a restricted stock award
conditioned upon the execution by the Company and the Employee of
this Agreement setting forth all the terms and conditions
applicable to such award;
NOW THEREFORE, in consideration of
the benefits which the Company expects to be derived from the
services rendered to it and its Subsidiaries by the Employee and of
the covenants contained herein, the parties hereby agree as
follows:
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1.
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Award of
Shares . Under the terms
of the Plan, the Committee has awarded to the Employee a restricted
stock award as of September 8, 2009 (“Award
Date”), covering (# shares granted) shares of Common Stock
(the “Award Shares”), subject to the terms, conditions
and restrictions set forth in this Agreement.
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2.
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Vesting of
Award Shares .
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(a)
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Subject to
accelerated vesting or forfeiture as hereinafter provided, the
Employee’s interest in the Award Shares shall become
non-forfeitable (“Vested” or “Vesting”) as
of the following vesting dates, provided he remains in employment
with the Company and/or any of its Subsidiaries as of the
applicable date:
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(i)
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40% of the
Award Shares (rounded down to the next whole share if a fractional
share would otherwise be Vested) shall become vested on
September 8, 2011,
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(ii)
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An additional
20% of the Award Shares (rounded down to the next whole share if a
fractional share would otherwise be Vested) shall become vested on
September 8, 2012,
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(iii)
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An additional
20% of the Award Shares (rounded down to the next whole share if a
fractional share would otherwise be Vested) shall become vested on
September 8, 2013, and
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(iv)
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The remainder
of the Award Shares shall become vested on September 8,
2014,
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(each date, a “Vesting
Date”. and the period from the Award Date through the Vesting
Date being a “Vesting Period” with respect to the
applicable Award Shares).
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(b)
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Notwithstanding
any other provision of this Agreement to the contrary other than
Section 17:
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(i)
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If, at any time, the
Employee’s employment with the Company and its Subsidiaries
is terminated during the Vesting Period due to his death or
permanent and total disability (within the meaning of
Section 22(e)(3) of the Internal Revenue Code), any remaining
unvested Award Shares at the date of such termination of employment
shall automatically
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be Vested in the amount of the
excess of (A) one-tenth ( 1 / 10
th) of the Award Shares for
each whole year which has elapsed from the Award Date to the date
of such termination of employment over (B) the number of Award
Shares, if any, which otherwise had Vested pursuant to
Section 2(a) above.
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(ii)
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If, on or after September 8,
2011, the Employee’s employment with the Company and its
Subsidiaries is terminated during the Vesting Period due to
retirement at or after age 65, any remaining unvested Award Shares
at the date of such termination of employment shall automatically
be Vested in the amount of the excess of (A) one-tenth
( 1
/ 10 th) of the Award Shares for each whole year
which has elapsed from the Award Date to the date of such
termination of employment over (B) the number of Award Shares,
if any, which otherwise had Vested pursuant to Section 2(a)
above.
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(iii)
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If, on or after
September 8, 2011, the Employee’s employment with the
Company and its Subsidiaries is terminated during the Vesting
Period due to the Employee’s retirement before age 65, the
Committee, may, in its sole discretion, waive the automatic
forfeiture of any or all unvested Award Shares otherwise provided
in Section 7 and provide for such Vesting as its deems
appropriate subject to such new restrictions, if any, applicable to
the Award Shares as it deems appropriate.
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(iv)
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If, prior to
September 8, 2011, a “Change of Control” of the
Company (as defined in the Plan) occurs during the Vesting Period
and the Employee has remained in employment with the Company and
its Subsidiaries through the date such “Change of
Control” occurs, any remaining unvested Award Shares shall be
automatically Vested if the “Change in Control” is a
change in control event (as defined in 26 CFR 1.280G-1, Q&A-27
through Q&A-29 or as defined in 26 CFR
1.409A-3(i)(5)(i)).
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(v)
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If, on or after
September 8, 2011, a “Change of Control” of the
Company (as defined in the Plan) occurs during the Vesting Period
and the Employee has remained in employment with the Company and
its Subsidiaries through the date such “Change of
Control” occurs, any remaining unvested Award Shares shall be
automatically Vested.
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3.
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Transferability of Award Shares
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(a)
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If the Vesting
of any Award Shares occurs before the end of the TARP Period, such
Vested Award Shares shall not become freely transferable until the
first day after the TARP Period ends, subject however, to the
following accelerated transferability (determined on a cumulative
basis for Vested Award Shares):
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(i)
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25% of the
Award Shares (rounded down to the next whole share if a fractional
share would otherwise become transferable) may become freely
transferable at the time of the Company’s repayment of 25% of
the Aggregate TARP Financial Assistance,
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(ii)
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An additional
25% of the Award Shares (rounded down to the next whole share if a
fractional share would otherwise become transferable) may become
freely transferable (for an aggregate total of 50% of the Award
Shares) at the time of the Company’s repayment of 50% of the
Aggregate TARP Financial Assistance,
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(iii)
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An additional
25% of the Award Shares (rounded down to the next whole share if a
fractional share would otherwise become transferable) may become
freely transferable (for an aggregate total of 75% of the Award
Shares) at the time of the Company’s repayment of 75% of the
Aggregate TARP Financial Assistance, and
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(iv)
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The remainder
of the Award Shares may become freely transferable at the time of
the Company’s repayment of 100% of the Aggregate TARP
Financial Assistance.
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Notwithstanding the foregoing, where
the Employee does not make an election with respect to the Award
Shares under Section 83(b) of the Internal Revenue Code, at
any time beginning with the date upon which the Award Shares become
substantially vested (as defined in 26 CFR 1.83-3(b)) and ending on
December 31 of the calendar year including that date, a
portion of the Vested Award Shares (rounded down to the next whole
share if a fractional share would otherwise become transferable)
sh
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