Exhibit 10.3
PARTICIPANT
AGREEMENT
2001 LONG-TERM INCENTIVE
PLAN
PERFORMANCE BASED RESTRICTED
STOCK AWARD
Name of Participant:
[NAME]
WHEREAS, the undersigned has been
awarded the number of shares of Restricted Stock under The Colonial
BancGroup, Inc.’s 2001 Long-Term Incentive Plan effective as
of July 1, 2001 (the “Plan”), as set forth below;
and
WHEREAS, the undersigned wishes, in
consideration of this Award and as a condition to the receipt of
this Award, to enter into this Agreement with the Company in
accordance with Article 10 of the Plan;
NOW, THEREFORE, the Participant
agrees with the Company, as follows:
1. All terms capitalized herein
shall have the same meaning given to such terms in the Plan, unless
specified otherwise.
2. The undersigned Participant
acknowledges that the number of shares subject to this Award is set
forth below and that the vesting of these restricted shares is
based on Colonial BancGroup’s earning per share (EPS)
performance over the three year period beginning on January 1,
and ending on December 31,
. Vesting of these shares is based upon Colonial’s average
compound EPS growth relative to the
Performance Share Peer Group (the Peer Group is attached as Exhibit
A). If an institution in the
Performance Share Peer Group is acquired or otherwise no longer
reporting EPS on a comparable basis, the institution will be
excluded from the calculations.
3. Each certificate in respect of
shares made the subject of this Award shall be registered with the
Company in the name of the Participant, and Participant shall
deliver to the Company a stock power endorsed in blank by the
Participant. Such certificate shall bear a legend, as deemed
appropriate by the Committee, referring to the terms, conditions
and restrictions applicable to such shares. Upon the vesting of
shares of this Award, the Participant shall be entitled to receive
a certificate representing the number of shares as to which
restrictions no longer apply.
4. The Participant, as owner of the
shares made the subject of this Award, shall have all the rights of
a shareholder, including but not limited to the right to receive
all dividends paid on such shares and the right to vote such
shares.
5. Upon the termination of the
Participant’s employment for any reason (other than
dea
