EXHIBIT 10.5
TD BANKNORTH
INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT –
CASH SETTLEMENT
2003 EQUITY INCENTIVE PLAN
THIS AWARD AGREEMENT (the “Agreement”) is made
as of this ___day of March 2005 (hereinafter referred to as
the “Date of Grant”) by and between TD Banknorth Inc.
(the “Company”) and ___(the “Participant”).
Defined terms, unless otherwise defined herein, shall have the same
meaning as set forth in the Plan (as hereinafter
defined).
WHEREAS , the Company has adopted the 2003 Equity Incentive
Plan (the “Plan”), which is hereby incorporated in its
entirety by reference herein; and
WHEREAS , the Company desires to grant to the Participant
Restricted Stock Units, as described in the Plan.
NOW, THEREFORE , in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the Company and the Participant agree as
follows:
1.
Restricted Stock Units . The Company hereby grants to the
Participant an Award of ___Restricted Stock Units (the “Stock
Units”), with each Stock Unit representing one share of
common stock, $0.01 par value per share, of the Company (the
“Common Stock”), upon the terms and conditions set
forth herein. The number of Stock Units is subject to adjustment as
provided in the Plan. The Stock Units represent an unfunded,
unsecured deferred compensation obligation of the
Company.
2.
Vesting of Restricted Stock Units .
(a) The Stock
Units granted by this Agreement shall become 100% vested on the
three-year anniversary of the Date of Grant, except as otherwise
provided in the Plan and in this Agreement.
(b)
Notwithstanding the general rule set forth above, all Stock Units
held by the Participant whose Service to the Company or any
Affiliate terminates due to death, Disability or Retirement (as
such terms are defined below ) shall be deemed earned and become
fully vested as of the Participant’s last day of Service with
the Company or any Affiliate. In addition, all Stock Units held by
the Participant shall be deemed to be earned and fully vested upon
the occurrence of a Change of Control, as defined below.
(c) For purposes
of this Agreement, “Disability” means that the
Participant: (i) is unable to engage in any substantial
gainful activity by reason of any medically
1
determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is,
by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering
employees of the Company.
(d) For purposes
of this Agreement, “Retirement” means voluntary
termination of employment with the Company or any Affiliate after
the Participant has (A) attained age 62.5 and (B) either
(1) has become eligible for a fully vested benefit under the
Company’s Retirement Plan, or (2) if at the time of
retirement, the Participant was employed by an Affiliate that is
not an “Employer” as defined in the Retirement Plan,
would have become so eligible if his or her Affiliate employer were
an “Employer” as defined in the Retirement Plan,
provided that no Retirement may occur prior to the one-year
anniversary of the Date of Grant.
(e) For purposes
of this Agreement, “Change of Control” means a change
in the ownership of The Toronto-Dominion Bank (“TD”) or
the Company, a change in the effective control of TD or the Company
or a change in the ownership of a substantial portion of the assets
of TD or the Company as provided under Section 409A of the
Code, as amended from time to time, and any Internal Revenue
Service guidance, including Notice 2005-1, and regulations issued
in connection with Section 409A of the Code, except that
(i) any change in the ownership, effective control or
ownership of a substantial portion of the assets of the Company
effected by TD and its affiliates shall be excluded, and
(2) any change in the ownership, effective control or
ownership of a substantial porti
