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Exhibit 10.1
FIRST PULASKI NATIONAL CORPORATION
RESTRICTED STOCK AGREEMENT
THIS
RESTRICTED STOCK AGREEMENT (the "Agreement") is by and between
First Pulaski National Corporation, a Tennessee corporation (the
"Company"), and ____________ (the "Grantee"). Capitalized terms
used but not defined in this Agreement shall have the meaning
ascribed to such terms in the First Pulaski National Corporation
2007 Equity Incentive Plan (the "Plan").
Section 1.
Restricted Stock Award . The Grantee is hereby granted the
right to receive _____ shares (the "Restricted Stock") of the
Company's common stock, $1.00 par value per share (the "Common
Stock"), subject to the terms and conditions of this Agreement and
the Plan.
Section 2.
Lapse of Restrictions . Subject to Sections 5 and
9 hereof, the restrictions associated with the shares of
Restricted Stock granted pursuant to Section 1 hereof shall
lapse on the one year anniversary of the date of grant.
Section 3.
Distribution of Restricted Stock . Certificates representing
the shares of Restricted Stock that have vested under Section
2 will be distributed to the Grantee as soon as practicable
after each Vesting Date.
Section 4.
Voting Rights and Dividends . Prior to the distribution of
the Restricted Stock, certificates representing shares of
Restricted Stock will be held by the Company (the "Custodian") in
the name of the Grantee. The Custodian will take such action as is
necessary and appropriate to enable the Grantee to vote the
Restricted Stock. All cash dividends received by the Custodian, if
any, with respect to the Restricted Stock will be remitted to the
Grantee. Stock dividends issued with respect to the Restricted
Stock shall be treated as additional shares of Restricted Stock
that are subject to the same restrictions and other terms and
conditions that apply to the shares of Restricted Stock.
Notwithstanding the foregoing, no voting rights or dividend rights
shall inure to the Grantee following the forfeiture of the
Restricted Stock pursuant to Section 5 .
Section 5.
Termination/Change of Status . In the event that the
Grantee's employment by the Company (or any Subsidiary or Affiliate
of the Company) terminates for any reason, all shares of Restricted
Stock for which the forfeiture restrictions have not lapsed prior
to the date of termination shall be immediately forfeited and
Grantee shall have no further rights with respect to such shares of
Restricted Stock.
Section 6.
No Transfer or Pledge of Restricted Stock . No shares of
Restricted Stock may be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered or disposed of prior
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to the date the forfeiture restrictions with
respect to such shares have lapsed, if at all, on any Vesting
Date.
Section 7.
Tax Election . The Grantee may, but is not required to,
elect to apply the tax rules of Section 83(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), to the issuance of
the Restricted Stock. If the Grantee makes an affirmative election
under Section 83(b) of the Code, the Grantee shall deliver a copy
of such election to the Company in accordance with the requirements
of the Code and the Regulations promulgated thereunder.
Section 8.
Tax Withholding . The Company may withhold from any
distribution of Restricted Stock an amount of Common Stock equal to
such federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation, unless the
Company agrees to accept a payment of cash (or to withhold from
other wages payable to Grantee) in the amount of such withholding
taxes.
Section 9.
Change of Control . Upon the occurrence of a Change in
Control as defined in the Plan, all Restricted Stock shall be
deemed vested and the restrictions under the Plan and the Agreement
with respect to the Restricted Stock, including the restriction on
transfer set forth in Section 6 hereof, shall automatically
expire and shall be of no further force or effect.
Section 10.
Stock Subject t
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