Exhibit 10.17
RESTRICTED STOCK
AGREEMENT
This Agreement is made and entered
into as of the
day of
, by and
between MARSHALL & ILSLEY CORPORATION, a Wisconsin
corporation (the “Company”), and
(the “Employee”). All terms used herein and not
otherwise defined shall have the same meaning as set forth in the
Company’s 2003 Executive Stock Option and Restricted Stock
Plan (the “Plan”).
RECITALS:
The Compensation and Human Resources
Committee of the Board of Directors of the Company (the
“Committee”) desires to induce the Employee to provide
services to the Company, to provide Employee with a stronger
incentive to strive for the continued success and growth of the
Company and to further align his interests with those of the
Company’s shareholders.
The Committee has determined to
award to the Employee
shares of the Common Stock of the Company having a par value of
$1.00 per share (“Common Stock”), subject to the
restrictions contained herein, pursuant to the Plan.
NOW, THEREFORE, in consideration of
the benefits that the Company expects to be derived in connection
with the services to be hereafter rendered to it or its
subsidiaries by the Employee, the Company and the Employee hereby
agree as follows:
ARTICLE I
Restricted Shares
1.1. Vesting of the Restricted
Shares.
percent of the Restricted Shares shall vest on
, provided that the Employee is still in the employ of the Company.
Notwithstanding the foregoing, the Restricted Shares shall continue
to vest upon the disability of the Employee within the meaning of
the Company’s long-term disability plan and shall immediately
vest upon the Employee’s death or a Change in Control of the
Company. Any Restricted Shares which do not vest shall revert to
the Company. The period during which the Restricted Shares are
unvested is referred to herein as the Restricted Period.
1.2. Shareholder Status. Prior to
the vesting of the Restricted Shares, Employee shall have the right
to vote the Restricted Shares, the right to receive and retain all
regular cash dividends paid or distributed in respect of the
Restricted Shares, and except as expressly provided otherwise
herein, all other rights as a holder of outstanding shares of
Common Stock. Notwithstanding the foregoing, the Employee shall not
have the right to v
