Exhibit 10.2
UNITED COMMUNITY BANKS,
INC.
AMENDED AND
RESTATED
2000 KEY EMPLOYEE STOCK OPTION
PLAN
RESTRICTED STOCK UNIT AWARD
AGREEMENT
(Executive
Officer)
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Grantee:
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____________________________________
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Number of
RSUs:
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____________________
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Date of
Grant:
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_________________________
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Vesting
Schedule:
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Per attached Statement referred
to
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herein as “ Exhibit
A ”
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Territory:
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Any county and any contiguous
county
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and any metropolitan statistical
area in
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which any of the Company’s
subsidiary
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banks has an office as of the date
hereof.
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THIS
AGREEMENT (the “
Agreement ”) is entered into as of the ________
day of ________, ____, by and between UNITED COMMUNITY BANKS,
INC., a Georgia corporation (the “ Company
”), and the individual designated above (the “
Grantee ”).
WHEREAS , the Company maintains the United Community Banks,
Inc. Amended and Restated 2000 Key Employee Stock Option Plan (the
“ Plan ”), and the Grantee has been
selected by the Committee to receive a Restricted Stock Unit Award
under the Plan;
NOW,
THEREFORE, IT IS AGREED ,
by and between the Company and the Grantee, as follows:
1.
Award
of Restricted Stock Units
1.1
The
Company hereby grants to the Grantee an award of Restricted Stock
Units (“ RSUs ”) in the amount set forth
above, subject to, and in accordance with, the restrictions, terms,
and conditions set forth in this Agreement and the Plan. The grant
date of this award of RSUs is set forth above(the “
Date of Grant ”).
1.2
This
Agreement (including any appendices) shall be construed in
accordance and consistent with, and subject to, the provisions of
the Plan (the provisions of which are incorporated herein by
reference) and, except as otherwise expressly set forth herein, the
capitalized terms used in this Agreement shall have the same
definitions as set forth in the Plan.
1.3
This
Award is conditioned on the Grantee’s execution of this
Agreement. If this Agreement is not executed by the Grantee and
returned to the Company within two days of the Date of Grant, it
may be canceled by the Committee resulting in the immediate
forfeiture of all RSUs.
2. Vesting
and Termination of Employment
2.1
Vesting . Subject to Sections 2.2 through 2.4 below and
Section 8, if the Grantee remains employed by the Company, the RSUs
shall vest as provided for in Exhibit A. Each date on which the
RSUs vest is hereinafter referred to as a “Vesting
Date”.
Except
as otherwise provided below, on the Vesting Date, a number of
Shares equal to the number of vested RSUs shall be issued to the
Grantee free and clear of all restrictions imposed by this
Agreement (except those imposed by Section 3.3 below). The Company
shall transfer such Shares to an unrestricted account in the name
of the Grantee as soon as practical after the Vesting Date. For
purposes of this Agreement, employment with a Subsidiary of the
Company or service as a member of the Board of Directors of the
Company or a Subsidiary shall be considered employment with the
Company.
2.2
Termination for Cause . If the Grantee’s employment is
terminated by the Company for Cause (as defined in the Plan), the
unvested RSUs shall be forfeited immediately as of the date of
termination of employment.
2.3
Termination of Employment Without Cause or For Good Reason
.
(1) If
the Grantee’s employment with the Company is terminated
involuntarily by the Company without Cause (as defined in the Plan)
or is terminated by the Grantee for Good Reason (as defined in
subsection (2) below), the unvested RSUs shall continue to vest in
accordance with the original vesting schedule set forth in Exhibit
A (just as if the Grantee had remained employed). In the event of
the Grantee’s death after a termination covered by this
Section 2.3, the unvested RSUs shall continue to vest as if the
Grantee had lived and upon vesting, a number of Shares equal to the
number of vested RSUs shall be transferred to the Grantee’s
surviving spouse or, if none, to his estate.
(2)
For
purposes of this Agreement, the Optionee shall be entitled to
terminate his or her employment with the Company for Good Reason in
the event of, without the Grantee’s express written consent,
any one of the following acts by the Company, or failures by the
Company to act, unless, in the case of any act or failure to act
described in paragraphs (i), (iii), or (iv) below, such act or
failure to act is corrected prior to the Grantee’s date of
termination:
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(i) a
material reduction in the Grantee’s responsibilities at the
Company; or
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(ii) the
required relocation of the Grantee’s employment to a location
outside of the market area of the Company; or
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(iii)
a
material reduction in the levels of coverage of the Grantee under
the Company’s director and officer liability insurance policy
or indemnification commitments; or
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(iv)
a
substantial reduction in the Grantee’s base salary, a
material reduction in his incentive compensation or the taking of
any action by the Company which would, directly or indirectly,
materially reduce any of the benefits provided to the Grantee under
any of the Company’s pension, 401(k), deferred compensation,
life insurance, medical, accident or disability plans in which the
Grantee is participating.
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The
Grantee’s right to terminate employment for Good Reason shall
not be affected by the Grantee’s incapacity due to physical
or mental illness, except for a Disability as defined in the Plan.
The Grantee’s continued employment shall not constitute
consent to, or a waiver of rights with respect to, any act or
failure to act constituting Good Reason hereunder.
2.4
Termination of Employment Following a Change in Control When
Eligible for Retirement . If the Grantee’s employment
with the Company is terminated following a Change in Control and
the Grantee is eligible for Retirement as of the date of such
termination, the outstanding unvested portion of the RSUs shall
immediately vest.
2.5
Termination of Employment Due to Death . If the
Grantee’s employment is terminated by the Company as a result
of death, the unvested RSUs shall immediately vest, and a number of
Shares equal to the number of vested RSUs shall be transferred to
the Grantee’s surviving spouse or, if none, to his
estate.
2.6
Termination of Employment for Other Reasons . If the
Grantee’s employment is terminated by the Company as a result
of Disability, or the Grantee voluntarily terminates his or her
employment (except for Good Reason or upon Retirement), the
outstanding unvested RSUs shall immediately be forfeited as of the
date of termination of employment.
2.7
Nontransferability . The RSUs may not be sold, assigned,
transferred, pledged, or otherwise encumbered prior to the date the
Grantee becomes vested in the RSUs.
3.
Change in Capitalization; Deferral Rights
3.1
During
the period the RSUs are not vested, the Grantee shall be credited
with dividend equivalents or similar distributions declared on such
RSUs in the manner determined by the Committee.
3.2
In the
event of a change in capitalization, the Committee shall make
appropriate adjustments in accordance with Section 4.3 of the Plan
to reflect the change in capitalization, provided that any such
additional Shares or additional or different shares or securities
reflected in any such adjustment shall remain subject to the
restrictions in this Agreement.
3.3
The
Grantee represents and warrants that he is acquiring the Shares
under this Agreement for investment purposes only, and not with a
view to distribution thereof. The Grantee is aware that the Shares
may not be registered under the federal or any state sec
