Exhibit
4.3
STOCK
APPRECIATION RIGHT AGREEMENT
AGREEMENT
made this __th day of _____, 200_, between ENTERPRISE FINANCIAL
SERVICES CORP, a Delaware corporation (the “Company”),
and ___________________(“Employee”).
1.
AWARD .
(a)
RIGHTS. The Company hereby awards and issues to Employee _____Stock
Appreciation Rights (the “Rights”). Each Right shall
represent upon the exercise (“Exercise”) thereof in
accordance with the terms of this Agreement, the right to receive
from the Company in the form of shares of the Company’s
Common Stock issued under the terms of the Company’s 2002
Stock Incentive Plan, a value equal to the amount (the
“Excess”) by which the fair market value of one share
of such Common Stock on the date of exercise (the “Exercise
Price”) exceeds the fair market value of one such share on
June 15 (the “Base Price”), rounded to the nearest
whole share of such Common Stock. In accordance with the Plan, the
fair market value of the Company’s Common Stock shall be
equal on any given date to the average of the high and low prices
per share for trades occurring in the principal market for the
Common Stock (or the preceding business day if no such trades
occur). The per right value so determined shall be multiplied by
the number of Rights being exercised and the resulting quotient
shall be divided by the Exercise Price to determine the number of
shares of The Company’s Common Stock deliverable to Employee.
The value, if any, realized upon exercise of the Rights is
dependent upon the share price performance for the Company’s
Common Stock between the date of the Base Price until the date of
Exercise.
(b)
ISSUANCE OF RIGHTS. The Rights shall be evidenced by this Agreement
and deemed issued upon acceptance hereof by Employee.
(c)
PLAN INCORPORATED. The terms and conditions of the Plan are
incorporated herein by reference. Employee acknowledges receipt of
a copy of the Plan (as amended and restated to the date hereof) and
agrees that this award of Rights shall be subject to all of the
terms and conditions set forth in the Plan, including future
amendments thereto, if any, provided, however, that no such future
amendment shall have an adverse effect upon the vesting
requirements set forth herein or impose additional vesting
requirements or shorten or restrict the time in which such Rights
may be exercised or deny the protections and benefits of paragraphs
8 and 9 of the Plan. Capitalized terms not otherwise defined herein
shall have the meaning set forth in the Plan.
2.
VESTING; EXERCISE .
(a)
Vesting of the Rights shall be based upon periods of service
subsequent to the date of award and not on other Qualifying
Performance Criteria. Rights shall vest in accordance with the
following schedule provided that Employee is employed by the
Company on the Vesting Date:
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Cumulative
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Percentage
of
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Vesting
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Vesting
Date
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Rights
Vesting
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Percentage
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December
15, 20__ -
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20%
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20%
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December
15, 20__ -
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20%
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40%
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December
15, 20__ -
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20%
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60%
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December
15, 20__ -
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20%
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80%
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December
15, 20__ -
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20%
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100%
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(b)
The Rights granted hereby may be exercised at any time after the
Vesting Date; provided, however, that the right to exercise shall
expire on ____________(the Expiration Date) or upon such earlier
date as Employee shall cease to be employed by the Company or any
subsidiary or affiliated entity controlled by or under common
control with the Company. In the event of a termination of
employment occurring prior to the Expiration Date, the amount of
any Excess value accorded the Rights shall be determined and
Employee shall have the right to receive such amount payable in
shares of the Company’s Common Stock.
(c)
Vesting of the Rights shall occur upon death, Disability or
Retirement (as defined below) as follows:
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i.
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In
the event of the death of an Employee while continuing to be
employed by the Company, all Rights not otherwise vested shall
become immediately vested and exercisable.
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ii.
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In
the event of the Disability or Retirement of an Employee, all
Rights shall continue to vest, as though Employee had remained
employed with the Company following such Disability or Retirement,
subject to the forfeiture provisions of Subparagraph (e)
below.
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(d)
As used herein,
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i.
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"Retirement"
means the termination of employment, other than for reasons that
constitute deliberate gross misconduct, determined in the sole
discretion of the Committee, after the time that the Employee has
attained 60 years of age and the sum of his attained age and his
continuous full years of full time employment service with the
Company is 70 (e.g., having attained the age of 60 with 10 years of
employment with the Company or age 65 with 5 years of employment
with the Company would qualify the employee for Retirement). For
these purposes, an employee will be deemed to have a year of full
time employment service with the Company if the employee would be
entitled to receive credit for a year of service under a qualified
pension plan in accordance with Internal Revenue Service Code
§1053(b)(2)(c).
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ii.
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"Disability"
shall mean qualification for disability benefits under the Social
Security disability insurance program, or if an employee is
determined to be permanently disabled by the Committee in its
discretion.
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(e)
Notwithstanding the provisions of Subparagraph (c) ii. above, the
Employee will forfeit all unexercised Rights and vesting of Rights
shall immediately terminate in the event of the determination of
the Committee, made in its sole discretion, that any of the
following has occurred:
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i.
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The
Employee violates any provisions of this Agreement or any other
agreement between the Company and the Employee;
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ii.
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The
Employee directly or indirectly, owns equity or stock in, manages,
operates, is employed by or is connected with as an officer,
employee, partner, consultant or otherwise, or otherwise engages or
participates in any entity or business engaged in the operation,
ownership or management of a bank, trust company, wealth management
or financial services business with
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