Exhibit 10.1
PACIFIC CAPITAL
BANCORP
2008 EQUITY
INCENTIVE PLAN
NOTICE OF
GRANT
AND
RESTRICTED
STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS
You have been
granted the number of Common Shares of Restricted Stock of Pacific
Capital Bancorp (the “Company”), as set forth below
(“ Common Shares ”), subject to the terms and
conditions of the Pacific Capital Bancorp 2008 Equity Incentive
Plan (“ Plan ”), and this Notice of Grant and
Restricted Stock Agreement including the attachments hereto
(collectively, “ Notice and Agreement
”). Unless otherwise defined in the Notice and
Agreement, terms with initial capital letters shall have the
meanings set forth in the Plan.
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Grant
Date:
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Number of Common Shares of
Restricted Stock Granted:
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The number of
shares is specified on the Grant Summary section of this
website.
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Fair Market
Value :
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The Fair Market
Value is the closing price of Company stock on the Grant Date and
is specified on the Grant Summary section of this
website.
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Vesting
Schedule
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None of the
property can be sold or transferred prior to the expiration date.
If service as a director terminates within one year of the grant
date (other than for death, disability, change in control or
retirement), all unvested shares will be forfeited. Beginning on
the above-referenced Grant Date and continuing until the Restricted
Stock has become fully vested, the Director’s interest in the
Restricted Stock shall become 100% vested on the first Anniversary
of the Grant Date.
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Period of
Restriction and Release of Common Shares from Company’s
Return Right (see Sections 2 and 3 of attached
Agreement)
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The Period of
Restriction, during which the Common Shares shall be subject to the
Company’s Return Right, shall lapse on the first anniversary
of the Grant Date. However, upon the occurrence of a
Change in Control (as defined in the Plan), the Company’s
Return Right shall lapse immediately.
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By acknowledging
this grant electronically, you accept this grant of Common Shares
and you hereby represent that you: (i) agree to the terms and
conditions of this Notice and Agreement and the Plan;
(ii) have reviewed the Plan and the Notice and Agreement in
their entirety, and have had an opportunity to obtain the advice of
legal counsel and/or your tax advisor with respect thereto;
(iii) fully understand and accept all provisions hereof;
(iv) agree to accept as binding, conclusive, and final all of
the Administrator’s decisions regarding, and all
interpretations of, the Plan and the Notice and Agreement; and
(v) agree to notify the Company upon any change in your home
address indicated above.
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PACIFIC CAPITAL
BANCORP
2008 EQUITY
INCENTIVE PLAN
RESTRICTED
STOCK AGREEMENT
1. Grant of
Restricted Stock . The Company has granted to you
the number of Common Shares of Restricted Stock specified in the
Notice of Grant on the preceding page (“ Notice of
Grant ”), subject to the following terms and
conditions. In consideration of such grant, you agree to
be bound by such terms and conditions, and by the terms and
conditions of the Plan.
2. Period of
Restriction . During the Period of Restriction
specified in the Notice of Grant, the Common Shares shall remain
subject to the Company’s Return Right (defined in
Section 3). The Period of Restriction shall expire
and the Company’s Return Right shall lapse as to the Common
Shares granted in the amount(s) and on the date(s) specified in the
Notice of Grant (each, a “ Release Date ”);
provided, however, that no Common Shares shall be released on any
Release Date if the Participant has ceased Continuous Status as a
Director on or prior to such date. Any and all Common
Shares subject to the Company’s Return Right at any time
shall be defined in this Notice and Agreement as “
Unreleased Common Shares .”
3. Return of
Restricted Stock to Company . If Participant ceases
Continuous Status as a Director for any reason (a “ Return
Event ”), the Company shall become the legal and
beneficial owner of the Unreleased Common Shares and all rights and
interests therein or relating thereto, and the Company shall have
the right to retain and transfer such Unreleased Common Shares to
its own name. The Participant shall continue to own any
Common Shares subject to the terms of the Plan and this Notice and
Agreement with respect to which the Participant has Continuous
Status as a Director through the Release Date(s) specified in the
Notice of Grant for such Common Shares.
4. Restriction
on Transfer . Except for the transfer of the Common
Shares to the Company or its assignees contemplated by this Notice
and Agreement, none of the Common Shares or any beneficial interest
therein shall be transferred, encumbered or otherwise disposed of
in any way until the Release Date for such Common Shares set forth
in this Notice and Agreement. In addition, as a
condition to any transfer of the Common Shares after such Release
Date, the Company may, in its discretion, require:
