EXHIBIT
10.3
|
|
|
|
|
|
Name of
Employee:
|
|
|
|
No. of Shares:
|
VALLEY NATIONAL BANCORP
RESTRICTED STOCK AWARD
AGREEMENT
VALLEY NATIONAL BANCORP, a New
Jersey corporation (the “Company”), this
(the “Award Date”) hereby grants to
(the “Employee”), an employee of the Company, pursuant
to the Company’s 2009 Long-Term Stock Incentive Plan (the
“Plan”), shares of the Common Stock, no par value, of
the Company subject to the restrictions set forth herein
(“Restricted Stock”) in the amount and on the terms and
conditions hereinafter set forth.
1. Incorporation by Reference of
Plan. The provisions of the Plan, a copy of which is being
furnished herewith to the Employee, are incorporated by reference
herein and shall govern as to all matters not expressly provided
for in this Agreement. Capitalized terms not defined herein have
the meanings set forth in the Plan. In the event of any conflict
between the terms of this Agreement and the Plan, the terms of the
Plan shall govern.
2. Award of Restricted Stock;
Escrow . The Company hereby awards the Employee
shares of Restricted Stock. The shares of Restricted Stock awarded
hereunder (the “Shares”) shall be placed in escrow with
the Escrow Agent selected by the Committee until all the
restrictions (the “Restrictions”) specifically set
forth in this Agreement and in Section 8 of the Plan with
respect to the Shares shall expire or be canceled, at which time
the Shares shall be released from escrow and the Company shall
issue to the Employee a stock certificate with respect to such
Shares, free of all Restrictions. Restricted Stock shall have all
dividends (including cash and stock dividends) and voting rights as
set forth in Section 8 of the Plan. However, dividends
(including cash and stock dividends) paid on the Restricted Stock
shall be deferred and held by the Escrow Agent until the
Restrictions with respect to the Shares upon which such dividends
were paid expire or are canceled, at which time the Company shall
deliver to the Employee all such dividends, with interest, if any.
If the Employee forfeits any Shares awarded hereunder, such Shares
and any dividends (including cash and stock dividends) with respect
thereto, with interest, if any, shall automatically revert to the
Company (without any payment by the Company to the Employee) and
shall no longer be held in escrow for the Employee.
3. Restrictions (a)
Vesting . The Shares and all related dividends shall not be
delivered to the Employee and may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Employee until
such shares have vested in the Employee in accordance with the
following schedule:
(b) Forfeiture . Shares not
yet vested (and any related dividends (including cash and stock
dividends) and interest) shall be forfeited to the Company
automatically and immediately upon the Employee’s ceasing to
be employed by the Company and its Subsidiaries for any reason
whatsoever, other than death or Retirement (as such term is defined
in the Plan). Upon termination of employment by reason of death or
Retirement (as such term is defined in the Plan), all restrictions
upon shares of Restricted Stock shall thereupon immediately
lapse.
4. Accelerated Restricted
Stock . With respect to an Employee who was at any time a named
executive officer (as determined under Item 402 of Regulation
S-K of the Exchange Act), the Share are subject to all the terms
and conditions set forth in the Plan regarding Accelerated
Restricted Stock including, but not limited to, the
following:
|
|
a.
|
The retention
requirements as provided in Section 8(c) of the
Plan;
|
|
|
b.
|
The inclusion
on the certificate issued by the Escrow Agent pursuant to
Section 8(e) of a legend restricting transfer of Shares
subject to the retention requirements as provided in
Section 8(c) of the Plan; and
|
|
|
c.
|
The continued
holding of the certificates representing the Accelerated Restricted
Stock until the expiration of the retention requirements as
provided in Section 8(c) of the Plan.
|
5. Registration . If Shares
are issued in a transaction exempt from registration under the
Securities Act of 1933, as amended, then, if deemed necessary by
Company’s counsel, as a condition to the Company issuing
certificates representing the Shares, the Employee shall represent
in writing to the Company that he is acquiring the S
