Exhibit 10.21
DEFERRED RESTRICTED STOCK AWARD
AGREEMENT
AMENDED AND RESTATED EFFECTIVE
OCTOBER 22, 2008
A. The Corporation has implemented
the Deferred Restricted Stock Program (the “Deferred Stock
Program”) as a special equity incentive program under the
Plan for the purpose of attracting and retaining qualified
individuals to serve as non-employee members of the
Board.
B. Participant is a non-employee
member of the Board, and this Agreement is executed pursuant to,
and is intended to carry out the purposes of the Plan in connection
with a deferred stock award made to the Participant under the
Plan.
C. Participant previously received
an Award of Restricted Stock Units to Participant on
January 2, 2007, and that Award is evidenced by a Restricted
Stock Unit Issuance Agreement between the Corporation and
Participant dated that same date.
D. The Corporation and Participant
wish to execute this Amended and Restated Agreement solely for the
purpose of bringing the Restricted Stock Unit Issuance Agreement
into documentary compliance with the final Treasury Regulations
under Section 409A of the Code, effective October 22,
2008.
E. All capitalized terms in this
Agreement shall have the meaning assigned to them in the attached
Appendix.
NOW, THEREFORE
, it is hereby agreed as
follows:
1. Deferred Stock Award
. The Participant was awarded 826 deferred shares of the Common
Stock (the “Deferred Shares”) under the Deferred Stock
Program on the 2nd day of January 2007 (the “Award
Date”).
2. Deferred Stock
Account . The Deferred Shares shall not be issued as actual
shares of Common Stock on the Award Date but shall instead be
credited as phantom shares of Common Stock to the Deferred Stock
Account established for the Participant on the Corporation’s
books. The Participant’s right to receive the actual shares
of Common Stock underlying the Deferred Shares credited to the
Deferred Stock Account shall be an unfunded and unsecured right of
a general creditor.
3. Dividend Equivalent
Rights . Each time a dividend is paid on or before
December 31, 2017 on the outstanding Common Stock while one or
more Deferred Shares remain credited to the Participant’s
Deferred Stock Account, that account will be credited with a dollar
amount equal to the dividend paid per share multiplied by the
number of Deferred Shares credited to that account as of the record
date for that dividend, including any Deferred Shares resulting
from the dividend equivalent rights provided by this Paragraph 3.
As of the first business day in January each year, the cash
dividend equivalents so credited to the Deferred Stock Account for
the immediately preceding calendar year will be converted into
additional Deferred Shares by dividing (i) those cash dividend
equivalent amounts by (ii) the average of the Fair Market
Value per share of the Common Stock on each of the dates in the
immediately
preceding year on which dividends were paid.
Should Participant cease Board service prior to the conversion of
any such credited dividend equivalents, those unconverted amounts
shall be payable solely in cash. In no event shall any such
dividend equivalents be credited to the Participant’s
Deferred Stock Account after the earlier of
(i) December 31, 2017, with the conversion of any
dividend equivalents credited to the Deferred Stock Account during
the 2017 calendar year to be converted into additional Deferred
Shares on the first business day in January 2018, or (ii) the
date the Deferred Shares are distributed to the Participant in
accordance with Paragraph 6.
4. Vested Shares . The
Participant shall at all times be fully vested in the Deferred
Shares credited to his Deferred Stock Account.
5. Adjustment in Shares
.
a. Should any change be made to the
outstanding Common Stock by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares, spin-off transaction, extraordinary dividend or
distribution or other change affecting the outstanding Common Stock
as a class without the Corporation’s receipt of
consideration, or should the value of outstanding shares of Common
Stock be substantially reduced as a result of a spin-off
transaction or an extraordinary dividend or distribution, or should
there occur any merger, consolidation or other reorganization, then
equitable adjustments shall be made by the Plan Administrator to
the total number and/or class of securities at the time credited to
the Deferred Stock Account in order to reflect such change. In
making such adjustments, the Plan Administrator shall take into
account any dividend equivalents credited to the Deferred Stock
Account in connection with such transaction, and the determination
of the Plan Administrator shall be final, binding and
conclusive.
b. In the event of a Change in
Control, the shares of Common Stock at the ti
