Exhibit 10.2
EVERGREENBANCORP,
INC.
RESTRICTED STOCK
AGREEMENT
THIS RESTRICTED STOCK AGREEMENT
(“Agreement”) is entered into by and between
EvergreenBancorp, Inc. (“Company”) and
(“Grantee”).
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Number of
Shares of Restricted Stock Subject to the Award:
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Fair Market
Value on Date of Award of Shares of Restricted Stock
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Amount Required
to be Paid for Shares of Restricted Stock: $0.00
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2.
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Company hereby
awards to Grantee the number of shares of Restricted Stock
described above (“Award”).
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3.
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The Award is
made under the EvergreenBancorp, Inc. Stock Option and Equity
Compensation plan of (the “Plan”), a copy of which has
been provided to Grantee. The terms and conditions of the Plan are
hereby incorporated into this Agreement by this reference. In the
event of a conflict between the terms and conditions of the Plan
and the terms and conditions of this Agreement, the former shall
govern. Capitalized terms used in this Agreement that are not
defined herein shall have the meaning given to such terms in the
Plan.
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1
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Except as
otherwise provided in the Plan, shares of Restricted Stock subject
to this Award shall be forfeited to Company immediately, for no
consideration, if Grantee’s employment with the Company is
terminated for any reason, to the extent such shares are not then
Vested in accordance with the following vesting
scheduled:
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If Grantee is
employed by Company (as defined in the Plan) without interruption
from the Date of Award to the following anniversary date of the
Date of Award
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Then the
following percent of the number of shares of Restricted Stock
subject to the Award shall Vest *
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* Rounded up in each case to the
nearest whole number. But in no event shall Grantee have the right
to acquire hereunder, over the entire vesting period, more than the
total number of shares of Restricted Stock subject to the Award, as
described in paragraph 1.
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5.
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Grantee shall
have all of the rights of a shareholder with respect to shares of
Restricted Stock subject to this Award.
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6.
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Shares of
Restricted Stock subject to this Award may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner,
other than by will or by the laws of descent or distribution, prior
to the time such shares Vest.
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7.
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Shares of
Restricted Stock subject to this Award shall not be issued, unless
the issuance and delivery of such shares shall comply with all
relevant provisions of law, including, without limitation, all
securities laws, rules and regulations, and the requirements of any
stock exchange upon which the Restricted Stock may then be listed.
Issuance of shares of Restricted Stock is further subject to the
approval of counsel for Company with respect to such
compliance.
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8.
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Company, in its
sole discretion, may take any actions reasonably believed by it to
be required to comply with any local, state, or federal tax laws
relating to the reporting or withholding of taxes attributable to
the issuance of Restricted Stock subject to this Award, including,
but not limited to, (i) withholding, or causing to be
withheld, from any form of compensation or other amount due Grantee
any amount required to be withheld under applicable tax laws, or
(ii) requiring Grantee to make arrangements
satisfactory to Company (including, without limitation, paying
amounts) to satisfy any tax obligations, as a condition to
recognizing any rights of Grantee under the Award.
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9.
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Grantee
acknowledges that he understands the following:
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a.
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Under
Section 83(a) of the U.S. Internal Revenue Code of 1986, as
amended (the “Code”), the excess of the fair market
value on the date of Vesting of the shares of Restricted Stock over
the fair market value on the Date of Award of such shares will be
taxed at the time of Vesting as ordinary income and subject to
payroll and withholding taxes and to tax reporting, as
applicable.
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2
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b.
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Grantee may
elect under Section 83(b) of the Code to be taxed at ordinary
income rates based on the fair market value of the shares of
Restricted Stock at the time such shares are awarded, rather than
at the time and as the shares of Restricted Stock Vest. Such
election (an “83(b) Election”) must be filed with the
Internal Revenue Service within thirty (30) days from the Date
of Award. Grantee (a) will not be entitled to a
deduction for any ordinary income previously recognized as a result
of the 83(b) Election if shares of Restricted Stock are
subsequently forfeited to the Company, and (b) the
83(b) Election may cause Grantee to recognize more compensation
income than he would have otherwise recognized if the value of the
shares of Restricted Stock subsequently declines. The form for
making an 83(b) Election is attached hereto as Exhibit A. FAILURE
TO FILE SUCH AN ELECTION WITHIN THE REQUIRED THIRTY (30) DAY
PERIOD AND AS OTHERWISE DESCRIBED IN THE FORM MAY RESULT IN THE
RECOGNITION OF ORDINARY INCOME BY GRANTEE AS SHARES OF RESTRICTED
STOCK VEST.
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c.
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The foregoing
is only a summary of the federal income tax laws that apply to the
shares of Restricted Stock and does not purport to be complete.
GRANTEE IS DIRECTED TO SEEK INDEPENDENT ADVICE REGARDING THE
APPLICABLE PROVISIONS OF THE CODE, THE INCOME TAX LAWS OF ANY
MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH HE MAY RESIDE, AND
THE TAX CONSEQUENCES OF YOUR DEATH.
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10.
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Grantee agrees
to deliver a Stock Power and Assignment Separate from Certificate
in the form attached as Exhibit B (with the transferee, certificate
number, date and number of shares left blank), executed by Grantee
and his spouse, if any, along with any certificate(s) evidencing
shares of Restricted Stock issued to him, to the Secretary of the
Company or its designee (“Escrow Holder”). GRANTEE
HEREBY APPO
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