EXHIBIT 10.21
FORM OF RESTRICTED STOCK
AGREEMENT
VALLEY FINANCIAL CORPORATION
RESTRICTED
STOCK AGREEMENT
December 30, 2008
«Officer»
«street»
«city» VA
«zip»
Dear «first_Name»,
I am pleased to inform you that
effective as of December 30, 2008, Valley Financial Corporation
(the “Company”) approved a grant to you of shares of
Company common stock, subject to the restrictions described below
(the “Restricted Shares”). The grant is subject to the
terms and conditions of this letter agreement (the
“Agreement”) and the Valley Financial Corporation 2005
Key Employee Equity Award Plan (the “Plan”), a copy of
which has been provided to you, receipt of which is hereby
acknowledged. The terms of the Plan are incorporated into this
Agreement by reference. In the case of any inconsistency between
the Plan and this Agreement, the terms of the Plan shall control.
Any term used in this Agreement that is defined in the Plan shall
have the same meaning given to that term in the Plan.
1.
Restricted Stock Award
. The Company shall transfer ______
Restricted Shares to you as of December 30, 2008, (the “Grant
Date”). The fair market value of the Restricted Shares as of
the Grant Date has been determined by the Company to be
$6.00 per share. You have the right to elect to include the
value of the Restricted Shares in gross income in the year of
transfer pursuant to Internal Revenue Code section 83(b) by
completing the “Election to Include Value of Restricted
Property in Gross Income in Year of Transfer Under Code Section
83(b)” form (the “83(b) Election Form”), attached
as Exhibit A to this Agreement.
2.
Restrictions . Except as provided in this Agreement, the
Restricted Shares are nontransferable and are subject to a
substantial risk of forfeiture. Your interest in the Restricted
Shares shall become transferable and non-forfeitable
(“Vested”) as of the date provided in Section 3 of this
Agreement (the “Vesting Date”), if you are an employee
of the Company as of the applicable Vesting Date and have been so
employed throughout the period beginning on the date of this
Agreement and ending on the applicable Vesting Date and the
following condition has been satisfied in its entirety based on the
Company’s financial statements for the years ending December
31, 2009, 2010 and 2011, respectively:
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(a)
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The Company shall have achieved an increase
earnings per share by 15% per year over the next three (3) years,
2009, 2010, and 2011. This increase shall be cumulative; therefore,
if the Company produces a cumulative 52% increase in fully-diluted
earnings per share over FY 2008’s fully-diluted earnings per
share during the next three (3) years, the RSGs shall automatically
vest on January 31, 2012.
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(a)
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Vesting Date: January 31, 2012
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(b)
Death or Disability .
If you die or
become Disabled (as defined below) before all of the Restricted
Shares become Vested, all of the Restricted Shares shall be
transferable and non-forfeitable as of the date of your
dea
