Exhibit 10.2
PACIFIC CAPITAL
BANCORP
RESTRICTED
STOCK AGREEMENT
This Restricted
Stock Agreement (“Agreement”) confirms the award by
Pacific Capital Bancorp (the “Company”) of restricted
shares of common stock of the Company (Restricted Stock) to the
employee identified below (the “Employee”) on the terms
and conditions set forth In this Agreement and in the 2002 Stock
Plan, effective January 22, 2002, and amended July 21,
2004, September 19, 2005 and December 12, 2006 (the
“Plan”), the terms of which are incorporated
herein.
1.
Grant Date.
2.
Number of Shares . The number of shares
is specified on the Grant Summary section of this
website.
3. Fair Market
Value . 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.
4. Vesting
Schedule . Until it becomes Vested, the Restricted
Stock that has been granted under this Agreement is not
transferable and is subject to forfeiture in the event that
Employee’s status as an employee of the Company is terminated
for any reason other than Official Retirement (see Section 11
below). Beginning on the above referenced Grant Date and
continuing until the Restricted Stock has become fully vested, the
Employee’s interest in the Restricted Stock shall become
vested as follows:
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Percentage
of Shares Vested
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33.33%
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1
st anniversary
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33.33%
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2
nd anniversary
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33.33%
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3
rd anniversary
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5. Stock
Agreement . The Restricted Stock will be issued only
if an executed Restricted Stock Agreement, which contains the terms
and conditions of the Plan, is on file with the Plan
Administrator.
6. Continued
Service . As consideration for the issuance of the
Restricted Stock, the Employee agrees to remain in the employ of
the Company for a period of at least one (1) year after the
Restricted Stock is issued. Nothing in this Agreement
shall confer on any Employee any right to continue in the employ of
the Company for any period or any particular period or shall
interfere with or restrict in any way the rights of the Company to
discharge any Employee at any time for any reason whatsoever, with
or without cause.
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7. Issuance of Share
Certificates . Concurrent with the execution of this
Agreement, the Company will instruct its transfer agent, Mellon
Investor Services, to issue and register (in book-entry account) a
share certificate in the Employee’s name evidencing ownership
of the Restricted Stock.
8. Rights as
Shareholder . Subject to the terms of this
Agreement, Employee will have all of the rights of a shareholder
with respect to the Restricted Stock, including the right to vote
such shares and to receive all dividends and other distributions
paid with respect to such shares.
9. Adjustments
in Shares . If the number of shares of Restricted
Stock is increased, de
