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Exhibit 10.2
PSB HOLDINGS, INC.
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (“Agreement”) by and
between Peoples State Bank, a Wisconsin state banking association
(the “Bank”), and ___________ (“Employee”)
is made this ___ day of _________, 2007 (hereafter referred to as
the “Grant Date”), pursuant to which the Bank grants to
the Employee a number of restricted shares of the common stock (the
“Restricted Stock”) of PSB Holdings, Inc., a Wisconsin
corporation and registered bank holding company with respect to the
Bank (the “Company”), subject to the terms and
conditions hereinafter set forth.
1.
NUMBER OF SHARES. Pursuant to this Agreement, the
Company has agreed to grant to Employee _________ shares of
Restricted Stock for performance during the ____ calendar year.
The Restricted Stock shall be subject to all the terms,
conditions, and restrictions set forth in this Agreement. In
the event of any stock dividend, stock split, recapitalization or
other change affecting the outstanding common stock of the Company
as a class is effected without consideration, then any new,
substituted or additional securities or other property (including
money paid other than as a regular cash dividend) that is by reason
of any such transaction distributed with respect to the shares of
Restricted Stock that remain unvested (the “Unvested
Shares”) will be immediately subject to the provisions of
this Agreement in the same manner and to the same extent as the
Restricted Stock with respect to which such change was
effected.
2.
VESTING, FORFEITURE AND TRANSFER RESTRICTIONS. All
Restricted Stock granted to Employee shall be issued and delivered
on the Grant Date. Restricted Stock is comprised of
“Unvested Shares” and “Vested Shares.”
As of the Grant Date, all of the shares of Restricted Stock
granted under this Agreement are “Unvested Shares” and
will continue to be Unvested Shares for purposes of this Agreement
until the Unvested Shares become Vested Shares in accordance with
the following schedule:
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Date
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Vested Shares
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1
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0%
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2
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20%
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3
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40%
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4
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60%
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5
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80%
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6
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100%
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Notwithstanding the preceding, in the event Employee terminates
employment with the Bank, or the Employee is terminated for any
reason whatsoever prior to the date any Unvested Shares become
Vested Shares, or if Employee, Employee’s legal
representative, or other holder of the Restricted Stock attempts to
sell, exchange, transfer, pledge, or otherwise dispose of any
Unvested Shares, other than by the Last Will and Testament of the
Employee or the laws of descent, prior to the date Unvested Shares
become Vested Shares, any Unvested Shares will be immediately
forfeited by the Employee without any further action by the Bank or
Company.
1
3.
SECURITIES LAW COMPLIANCE. Notwithstanding anything to
the contrary contained herein, Restricted Stock may not be granted
unless the Restricted Stock is registered under the Securities Act
of 1933, as amended (the “Securities Act”) or, if such
Restricted Stock is not so registered, the Company has determined
that the grant and issuance of the Restricted Stock would be exempt
from the registration requirements of the Securities Act. The
grant of Restricted Stock must also comply with other applicable
laws and regulations governing the grant, and no grant of
Restricted Stock will be permitted if the Bank or Company
determines that such grant would not be in material compliance with
such laws and regulations.
4.
STOCK LEGEND. The Company and Employee agree that all
certificates representing all shares of Restricted Stock that at
any time are subject to the provisions of this Agreement will have
endorsed upon them in bold-faced type a legend substantially in the
following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF,
EXCEPT IN COMPLIANCE WITH THE TERMS OF A RESTRICTED STOCK AGREEMENT
BETWEEN THE COMPANY AND THE INITIAL HOLDER OF THE SHARES. THE
RESTRICTED STOCK AGREEMENT PROVIDES FOR FORFEITURE OF THE STOCK IN
CERTAIN CIRCUMSTANCES, AND IMPOSES RESTRICTIONS ON THE TRANSFER OF
THESE SHARES. A COPY
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