RESTRICTED STOCK
AGREEMENT (EMPLOYEE)
This Restricted Stock Agreement
(“Agreement”) has been entered into as of the
day of
, 200
, between Integra Bank
Corporation, an Indiana corporation (the “Company”),
and
(“Participant”), an employee of the Company or one of
the Company’s subsidiaries pursuant to the Company’s
2007 Equity Incentive Plan (the “Plan”).
WHEREAS, the Committee of the Board
of Directors of the Company appointed to administer the Plan (the
“Committee”) has granted to Participant a restricted
stock award pursuant to the terms and conditions as provided in the
Plan and this Agreement; and
WHEREAS, the parties desire to set
forth the terms and conditions of the award.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements contained in this Agreement,
the parties hereto agree as follows:
1. Grant of Award .
Subject to the terms and conditions set forth in the Plan and this
Agreement, the Committee hereby grants to Participant an award of
restricted shares (the
“Restricted Shares”) of the Company’s common
stock (the “Common Stock”). The date of this grant (the
“Restricted Share Award Date”) is
, 200
. This award is also
expressly subject to and conditioned upon Participant’s
compliance with the accompanying letter agreement.
2. Representations of
Participant . Participant hereby (a) accepts the award of
Restricted Shares described in paragraph 1, (b) agrees that
the Restricted Shares will be held by him or her and his or her
successors subject to (and will not be disposed of except in
accordance with) all of the restrictions, terms and conditions
contained in this Agreement and the Plan, (c) represents that
he or she is acquiring the Restricted Shares for investment and not
with a view to or for resale or distribution thereof;
(d) understands that the transfer or resale of the Restricted
Shares may be subject to restriction under the Securities Act of
1933, as amended, or any applicable state securities laws; and
(e) agrees that any certificates issued for the Restricted
Shares may bear the following legend or such other legend as the
Company, from time to time, deems appropriate:
“The transferability of this certificate and the shares
represented hereby are subject to the terms and conditions
(including forfeiture) contained in the Integra Bank Corporation
2007 Equity Incentive Plan, and an Award Agreement entered into
between the registered owner and Integra Bank Corporation. Copies
of the Plan and Award Agreement are on file in the office of the
Secretary of Integra Bank Corporation.”
3. Vesting . Subject to
the terms of the Plan, the number of Restricted Shares held by
Participant set forth below shall become fully vested and
nonforfeitable if he or she still is, and since the date of this
Agreement has continuously been employed by the Company or one of
its subsidiaries on the following dates:
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Years from the
Date of Issue
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Number of Shares
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4. Restriction Period .
Except as otherwise provided in this Agreement or the Plan,
Participant may not sell, assign, transfer, pledge or otherwise
dispose of or encumber any of the Restricted Shares, or any
interest therein, until his rights in such Shares have vested in
accordance with this Agreement (the “Restriction
Period”). Any purported sale, assignment, transfer, pledge or
other disposition or encumbrance in violation of this Agreement or
the Plan will be void and of no effect.
5. Voting and Dividends
. During the Restriction Period and except as otherwise provided in
the Plan, Participant shall have the right to vote the Restricted
Shares but shall not have any other rights of a shareholder,
including the right to receive any cash dividends paid on the
Restricted Shares. Stock dividends and shares issued as a result of
any stock-split, if any, issued with respect to the Restricted
Shares shall be treated as additional Restricted Shares and shall
be subject to the same restrictions and other terms and conditions
that apply with respect to, and shall vest or be forfeited at the
same time as, the Restricted Shares with respect to which such
stock dividends or shares are issued.
6. Forfeiture . Except
as provided in the Plan or by the Committee, in its sole
discretion, upon termination of employment with the Company or one
of its subsidiaries Participant shall forfeit all unvested
Restricted Shares, and shall not receive any compensation for such
forfeited Restricted Shares. Participant shall have no further
rights as a shareholder of the Company with respect to the
forfeiture, including, without limitation, any right to receive any
distribution payable to shareholders of record on or after the date
of such forfeiture.
7. Certificates . As
soon as practicable after the Restricted Share Award Date, the
Company shall issue stock certificates in respect of the Restricted
Shares which will be registered in Participant’s name, and
shall bear whatever legend the Committee shall determine,
including, but not limited to, the legend set forth in paragraph 2.
Such certificates shall be held by the Company pending vesting. To
the extent the Restricted Shares become vested, the Company shall
promptly provide Participant (or in the case of his death, his
designated beneficiary) the certificates for the appropriate number
of shares of Common Stock.
8. Withholding . In
connection with the transfer of shares of Common Stock as a result
of the vesting of Restricted Shares, the Company shall have the
right to require Participant to pay an amount in cash sufficient to
cover any tax, including any Federal, state or local income tax,
required by any governmental entity to be withheld or otherwise
deducted and paid with respect to such transfer (“Withholding
Tax”), and to make payment to the appropriate taxing
authority of the amount of such Withholding Tax.
9. Tax Election .
Participant agrees that he or she will not make the election
provided for in Section 83(b) of the Code (as defined in the Plan)
with respect to the Restricted Shares.
10. Qualification of
Rights . Neither this Agreement nor the existence of the award
shall be construed as giving Participant any right to be retained
as an employee of the Company or any of its Affiliates.
11. Plan Controlling .
The terms and conditions set forth in the Agr
