TD
BANKNORTH INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT — CASH
SETTLEMENT
THIS AWARD
AGREEMENT (the “Agreement”) is made as of this 19th
day of October 2006 (hereinafter referred to as the
“Date of Grant”) by and between TD Banknorth Inc. (the
“Company”), a majority-owned subsidiary of the
Toronto-Dominion Bank (“TD”), and Edward Schreiber (the
“Executive”).
WHEREAS ,
the Company desires to provide the Executive with a cash incentive
to remain in the employ of the Company for the next three years,
with such incentive to be in the form of restricted stock units
with respect to the common stock of TD (the “Common
Stock”) and based on the future value of the Common
Stock;
NOW,
THEREFORE , in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the Company and the Executive agree as
follows:
1.
Restricted Stock Units . The Company hereby grants to the
Executive an award of 35,423 restricted stock units (the
“Stock Units”), with each Stock Unit representing one
share of Common Stock, upon the terms and conditions set forth
herein. The number of Stock Units is subject to adjustment as set
forth in Section 8 of this Agreement. The Stock Units
represent an unfunded, unsecured deferred compensation obligation
of the Company.
2.
Vesting of Restricted Stock Units .
(a) The Stock
Units granted by this Agreement shall become 100% vested on the
three-year anniversary of the Date of Grant (the “Maturity
Date”) if the Executive continues to remained employed by the
Company or any of its subsidiaries until the Maturity Date, subject
to accelerated vesting as set forth in Section 2(b)
below.
(b) If the
Executive dies prior to the Maturity Date, then all Stock Units
held by the Executive shall become fully vested as of the date of
the Executive’s death. In addition, if the Executive’s
employment with the Company is terminated prior to the Maturity
Date either due to Disability (as defined in Section 2(c) below) or
an involuntary termination by the Company without Cause (as defined
in Section 2(d) below), then all Stock Units held by the Executive
shall become fully vested as of the date the Executive’s
employment is terminated. The Stock Units will not be paid out
until after the Maturity Date in accordance with Section 4 of
this Agreement even if accelerated vesting occurs prior to the
Maturity Date.
(c) “Disability”
means that the Executive: (i) is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous
period of not
less than 12 months, receiving income replacement benefits for
a period of not less than three months under an accident and health
plan covering employees of the Company.
(d) “Cause”
means: (i) the Executive’s conviction of, or plea of
nolo contendere to, a felony; or (ii) willful and intentional
misconduct, willful neglect or gross negligence in the performance
of the Executive’s duties, which has caused a demonstrable
and serious injury to the Company, monetary or otherwise. The
Executive shall be given written notice that the Company intends to
terminate the Executive’s employment for Cause. Such written
notice shall specify the particular acts, or failures to act, on
the basis of which the decision to terminate employment was made.
In the case of termination for Cause as described in clause
(ii) above, the Executive shall be given the opportunity
within thirty (30) days of the receipt of such notice to meet
with the Board to defend such acts, or failures to act, prior to
termination. The Company may suspend the Executive’s title
and authority pending such meeting.
3.
Forfeiture of Restricted Stock Units .
(a) If the
Executive’s employment shall be terminated for any reason
other than death, Disability or an involuntary termination without
Cause prior to the Maturity Date, then this Agreement and the Stock
Units covered hereby shall expire immediately upon such termination
and all of the Stock Units shall be forfeited. The Executive shall
thereafter have no rights under
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