Exhibit 10.3
FORM OF
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE BOSTON PRIVATE
FINANCIAL HOLDINGS, INC.
2009 STOCK OPTION AND INCENTIVE
PLAN
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Name of Grantee:
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No. of
Shares:
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Grant
Date:
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Pursuant to the Boston Private
Financial Holdings, Inc. 2009 Stock Option and Incentive Plan (the
“Plan”) as amended through the date hereof, Boston
Private Financial Holdings, Inc. (the “Company”) hereby
grants a Restricted Stock Award (an “Award”) to the
Grantee named above. Upon acceptance of this Award, the Grantee
shall receive the number of shares of Common Stock, par value $1.00
per share (the “Stock”) of the Company specified above,
subject to the restrictions and conditions set forth herein and in
the Plan. The Company acknowledges the receipt from the Grantee of
consideration with respect to the par value of the Stock in the
form of cash, past or future services rendered to the Company by
the Grantee or such other form of consideration as is acceptable to
the Administrator.
1. Acceptance of Award . The
Grantee shall have no rights with respect to this Award unless he
or she shall have accepted this Award by (i) signing and
delivering to the Company a copy of this Award Agreement, and
(ii) delivering to the Company a stock power endorsed in
blank. Upon acceptance of this Award by the Grantee, the shares of
Restricted Stock so accepted shall be issued will be issued
electronically and allocated to the Grantee’s Stock Plan
Administration System account and the Grantee’s name shall be
entered as the stockholder of record on the books of the Company.
Thereupon, the Grantee shall have all the rights of a stockholder
with respect to such shares, including voting and dividend rights,
subject, however, to the restrictions and conditions specified in
Paragraph 3 below. The shares of Restricted Stock so accepted
shall be held in this account as granted by the Company through the
vesting dates noted in Paragraph 3, below.
2. Restrictions and
Conditions .
(a) Any book entries for the shares
of Restricted Stock granted herein shall bear an appropriate
legend, as determined by the Administrator in its sole discretion,
to the effect that such shares are subject to restrictions as set
forth herein and in the Plan.
(b) Shares of Restricted Stock
granted herein may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Grantee prior to
vesting.
(c) If the Grantee’s
employment with the Company and its Subsidiaries is voluntarily or
involuntarily terminated for any reason prior to vesting of shares
of Restricted Stock granted herein, all shares of Restricted Stock
shall immediately and automatically be forfeited and returned to
the Company. Notwithstanding the foregoing, if the Grantee’s
employment with the Company and its Subsidiaries is terminated due
to the Grantee’s death or disability prior to the vesting of
shares of Restricted Stock granted herein, all restrictions shall
lapse and such shares shall automatically become fully vested. The
Administrator’s determination of the reason for termination
of the Grantee’s employment shall be conclusive and binding
on the Grantee and his or her representatives or
legatees.
3. Vesting of Restricted
Stock . The restrictions and conditions in Paragraph 2 of
this Agreement shall lapse on the Vesting Date or Dates specified
in the following schedule so long as the Grantee remains an
employee of the Company or a Subsidiary on such Dates. If a series
o
