Exhibit 99.1
RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of this ___ day
of _________, ____, between Greenville First Bancshares, Inc., a
South Carolina corporation (the "Company"), and
_____________________________ (the "Grantee").
Background:
A. The
2006 Greenville First Bancshares, Inc. Restricted Stock Plan (the
"Plan") was approved and adopted by the Company's shareholders at
the annual meeting of shareholders on May 17, 2006.
B.
The Compensation Committee of the Company's Board of Directors duly
approved the grant of restricted shares of the Company's common
stock, par value $0.01 per share ("the Common Stock"), to the
Grantee on the terms described in this Agreement, and in
consideration of the issuance of such restricted shares, the
Grantee intends to remain in the employ of the Company.
NOW, THEREFORE, as an employment incentive and to encourage stock
ownership, and also in consideration of the premises and the mutual
covenants contained herein, the Company and the Grantee agree as
follows.
1.
RESTRICTED STOCK .
1.1 Grant
of Restricted Stock .
(a)
The Company hereby grants to the Grantee (________) shares of
Common Stock (the "Restricted Stock"), subject to the restrictions
described in Paragraph 1.2 of this Agreement. The parties
acknowledge that the number of shares specified in the preceding
sentence was calculated by dividing (x) the specified dollar value
of $________ for such grantee by (y) the closing price of the
Company's common shares listed on the NASDAQ National Market as of
the date on which the restricted shares were granted (provided that
the number of shares has been rounded to the nearest whole
number). As the restrictions set forth in Paragraph 1.2 of
this Agreement lapse in accordance with the terms of this Agreement
as to all or a portion of the Restricted Stock, such shares shall
no longer be considered Restricted Stock for purposes of this
Agreement.
(b)
The Company hereby directs that a stock certificate or certificates
representing the shares of the Restricted Stock shall be registered
in the name of and issued to the Grantee. Such stock
certificate or certificates shall be subject to such stop-transfer
orders and other restrictions as the Company may deem necessary or
advisable under applicable federal and state securities laws, and
the Company may cause legends to be placed on such certificate or
certificates to make appropriate reference to such
restrictions.
(c)
The Company shall not be required to deliver any certificate for
shares of Restricted Stock granted under this Plan until all of the
following conditions have been fulfilled:
(i)
the admission of such shares to listing on all stock exchanges on
which the Common Stock is then listed;
(ii)
the completion of any registration or other qualification of such
shares that the Company deems necessary or advisable under any
federal or state law or under the rulings or regulations of the SEC
or any other governmental regulatory body; and
(iii)
the obtaining of any approval or other clearance from any federal
or state governmental agency or body that the Company determines to
be necessary or advisable.
1.2
Restrictions .
(a)
The Grantee shall have all rights and privileges of a shareholder
as to the Restricted Stock, including the right to vote, except
that, subject to Paragraph 1.3(b) hereof, the following
restrictions shall apply:
(i)
None of the Restricted Stock may be sold, transferred, assigned,
pledged or otherwise encumbered or disposed of during the
Restricted Period (as defined below) applicable to such shares,
except pursuant to rules adopted by the Company.
(ii)
(A) Unless this subparagraph 1.2(a)(ii) is crossed out and
initialed and other substitute provisions are added and initialed
in the blank space below, the right to dividends on the Restricted
Stock shall be treated as follows.
