COLONIAL BANKSHARES, INC.
2006 STOCK-BASED INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(EMPLOYEES)
A.
An AWARD for a total of ____________ shares of common stock,
par value
$0.10 per share, of Colonial Bankshares, Inc. (the "Company") is hereby
granted
to ___________________
(the "Recipient"),
subject in all respects to the terms
and provisions of the Colonial Bankshares, Inc. 2006 Stock-Based Incentive
Plan
(the "Plan"),
which has been
approved by the board of directors of the Company
and the stockholders of the Company, which is incorporated herein by
reference.
The terms of this
Restricted
Stock Agreement are subject to the terms and
conditions of the Plan, except where otherwise
indicated.
The Recipient is
an
employee of the Company, Colonial Bank, FSB (the "Bank") or
an affiliate of the
Company or the Bank.
B.
The shares of common stock awarded hereunder may be certificated or
issued in electronic form, in the sole discretion of the Company. If
certificated, the
shares shall bear a legend restricting the transferability of
such common stock
(hereinafter
referred to as the
"Restricted
Stock"). The
Restricted Stock
awarded to the Recipient shall not be sold, assigned,
transferred, pledged,
or otherwise encumbered by the Recipient, except as
hereinafter provided,
until such Restricted
Stock has vested (the
"Restricted
Period").
Restricted Stock
shall vest in ______________ equal annual
installments, with the
first installment
vesting on _______________ __, 2007,
and succeeding installments on each anniversary thereafter through
_________ __,
20__.
C.
If the shares are certificated, the Recipient shall receive a
certificate or
certificates
representing the
shares of Restricted
Stock that
have been awarded to him. Upon receipt of the Restricted Stock certificates
representing the
shares awarded
hereunder,
the Recipient shall execute and
return to the Company a stock power or powers endorsed in blank covering all
such shares of Restricted Stock. Pursuant to the terms of the Plan,
the Company
shall deposit the
certificate or
certificates
representing
the Recipient's
Restricted Stock Award, together with the stock power(s),
with an escrow
agent
specified by the
Company (the
"Escrow Agent"). Restricted Stock issued in
electronic form
shall be held by the
transfer agent until any restrictions
appurtenant thereto have lapsed and the shares are fully
vested.
D.
The Recipient shall have the right to vote the shares awarded
hereunder.
The Recipient will also receive dividends declared with respect to
the shares.
E.
If
