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Exhibit 10.5
EVERGREENBANCORP,
INC.
RESTRICTED STOCK UNIT
AGREEMENT
THIS RESTRICTED STOCK UNIT AGREEMENT
(“Agreement”) is entered into by and between
EvergreenBancorp, Inc. (“Company”) and
(“Grantee”).
Number of Restricted Stock Units
Subject to the Award:
Fair Market Value on Common Stock on
Date of Award
Amount Required to be Paid for
Restricted Stock Units: $0.00
Date of Award:
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2.
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Company hereby
awards to Grantee the number of Restricted Stock Units 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 (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
Except as otherwise provided in the
Plan, Restricted Stock Units subject to this Award shall no longer
Vest, and shall be forfeited for no consideration, immediately
after Grantee is not longer employed by Company (as defined in the
Plan), to the extent such units 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 Restricted Stock Units 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 more than the total
number of Restricted Stock Units subject to this Award, as
described in paragraph 1, Vest over the entire vesting
period.
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5.
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Grantee shall
have no rights as a shareholder with respect to the Restricted
Stock Units subject to this Award.
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6.
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Grantee shall
exercise his right to receive payments with respect to Vested
Restricted Stock Units by giving a notice of exercise to Company.
The date on which such notice is given shall be deemed to be the
date of exercise. As soon as practicable thereafter, Company shall
take all actions reasonably required to effectuate the
payment.
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7.
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No rights under
Restricted Stock Units subject to this Award may be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner,
other than by will or by the laws of descent or
distribution.
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8.
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No shares of
Common Stock shall be issued with respect to a Restricted Stock
Unit, 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 shares may then be listed.
Issuance of such shares is further subject to the approval of
counsel for Company with respect to such compliance.
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9.
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Company, in its
sole discretion, may take any actions reasonably be
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