The South Financial Group, Inc.
LONG TERM INCENTIVE PLAN
Restricted Stock Unit Award
Agreement
2007 – 2009
Program
This Restricted Stock Unit Award
Agreement (this “Agreement” or this
“Award”) is made as of ________ (the “Grant
Date”), by and between The South Financial Group, Inc. (the
“Company”) and ____________ (the
“Participant”). Where the context permits, the term
“Company” shall include its subsidiaries.
DISCLAIMER
This Agreement is NOT a
contract of employment. The employment relationship between
Participant and the Company (unless there is a specific individual
employment contract) is at-will and voluntary. This means that
either the Company or the Participant can terminate the employment
relationship at any time with or without cause and with or without
notice. The employment at-will status of such persons is not
be altered by this document or any other statement or
representation by any person on behalf of the Company, but can only
be altered only by an express written contract which purports to
alter such relationship, which contract must be signed by the
appropriate member of the Company’s management executive
committee.
All employees who have entered
into or may later enter into such a written contract are further
advised that this document does not in any way alter, modify, or
amend such contract.
The Participant is further
advised that the employment relationship between the Company and
the Participant is not 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 the 2007 – 2009
Long Term Incentive Plan program (the “Plan”) or this
Award. However, certain provisions of this Award may be conditioned
upon continued employment with the Company or may otherwise be
related to the duration of the Participant’s employment with
the Company.
WHEREAS,
the Compensation Committee of the Board of Directors (the
“Committee”) has, pursuant to the Plan, granted this
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:
|
1.
|
Award. The Participant is hereby granted this Award of
_______ Restricted Stock Units (“Units”). Of this
Award, one-third (or _______Units) will be subject to
“Employment Conditions” (set forth below in the Award
Schedule) and two-thirds (or _______ Units) will be subject to
achievement of certain “Performance Goals” (set forth
below in the Award Schedule) with respect to the performance period
from January 1, 2007 through December 31, 2009 (the
“Performance Period”). If levels of performance are
achieved in excess of the 100% target level, than the number of
Units that can be earned can be increased by up to 100%. For your
Award, the _______ Units subject to performance conditions can
increase to _______ Units at 100% achievement of stretch
performance.
|
|
(i)
|
|
As soon as practicable after the
close of the Performance Period, the Committee shall determine
whether, and to what extent, the Performance Goals have been
achieved. If the Performance Goals have been achieved, the
Committee will determine the number of Units that have vested based
upon the formula set forth in the Award Schedule. Units that have
not met the Performance Conditions will be forfeited.
|
|
(ii)
|
|
Units subject to the Employment
Conditions will vest according to the Award Schedule.
|
|
(iii)
|
|
As soon as practical after the
Units have vested, the Company shall deliver to the Participant one
share of Company common stock (“Stock”) for each Unit
so earned, subject to any reductions for tax withholding, as
contemplated in Paragraph 5 below.
|
|
3.
|
Termination.
The Participant must be a Company
employee as of the date of vesting to be entitled to receive any
Stock as a result of this Award. All Units granted hereunder and
not otherwise earned and vested, will be forfeited upon Participant
ceasing to be a Company employee.
|
|
4.
|
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.
|
|
5.
|
Taxes. The Company shall withhold all applicable taxes
required by law from all amounts paid in satisfaction of the Award.
A Participant may satisfy the tax obligation with respect to the
Award (i) by paying the amount of any such taxes in cash or check
(subject to collection), (ii) by the delivery (or attestation of
ownership) of shares of Stock, or (iii) with the approval of the
Committee, by having shares of Stock deducted from the payment. The
amount of the withholding and, if applicable, the number of shares
of Stock to be deducted shall be determined by the Committee as of
when the withholding is required to be made, provided that the
number of shares of Stock so withheld shall not exceed the minimum
required amount of such withholding.
|
|
6.
|
Non-Assignability.
This Award and the related Units are
not assignable or transferable other than by will or by the laws of
descent and distribution.
|
|
7.
|
Rights as a
Stockholder. Subject
to
|
