Exhibit 10(p)
RESTRICTED STOCK AWARD
AGREEMENT
Pursuant to the
City Holding Company
2003 Incentive Plan
This Agreement
(“Agreement”) is made this ___15th__ day
of July 200 9
(“Date of Award”), by and between City
Holding Company (the “Company”) and
(“Participant”).
WHEREAS, the
Company herby awards to Participant
shares of Restricted Common Stock of the Company
(the “Stock Award”) effective as of
July 15,
2009 pursuant to
the provisions of the City Holding Company 2003 Incentive Plan (the
“Plan”). Capitalized terms not defined in
this Agreement shall have the meanings set forth in the
Plan. Upon acceptance of this Award, the Participant
shall receive the number of shares of Common Stock of the Company
specified above, subject to the restrictions and conditions set
forth herein and in the Plan. This Award is subject to all terms
and conditions set forth in the Plan which has been adopted by the
Company and which is incorporated by reference herein. The fair
market value of the Common Stock on the date of grant of this Award
is $ 30.30 .
As a
participant in the Plan, Participant, by his/her execution of this
Agreement and in acceptance of the Award, acknowledges that he/she
has been given a copy of the Plan, a copy of which is attached, and
agrees to be bound by all the terms, conditions, and restrictions
relating to the Stock Award as set forth herein and in the Plan.
Capitalized terms used herein shall have the meaning set forth in
the plan.
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Acceptance
of Stock Award. Upon acceptance of this Stock Award
by the Participant,
of CHCO Restricted Stock will be issued
electronically and allocated to the Participant’s Stock Plan
Administration System account. The shares of Restricted
Stock so accepted shall be held in this account as granted by the
Company through the vesting dates noted in Paragraph 3,
below. Certificates will be issued and delivered to the
Participant only after vesting of the shares and at the
Participant’s request. Prior to vesting,
certificates will not be issued or delivered to the Participant and
will be retained by the Company. The Participant’s
name shall be entered as the stockholder of record on the books of
the Company as of the Date of Award. The Participant
shall have all rights of a shareholder with respect to such shares,
including voting and dividend rights subject to the restrictions
and conditions specified in paragraph 2
below. Furthermore, Participant agrees to deliver to the
Company a stock power, endorsed in blank, with respect to each
Stock Award.
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Restrictions
and Conditions . The shares of Restricted Stock
granted herein may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Participant prior to
vesting.
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Vesting of
Restricted Stock. The restrictions and conditions
of this Agreement shall lapse with respect to the number of shares
shown below on the dates as specified.
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July 15,
2016
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_______
shares
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July 15,
2017
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_______
shares
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July 15,
2018
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_______
shares
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July 15,
2019
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_______
shares
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July 15,
2020
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_______
shares
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Subsequent to
such Vesting Dates, the shares of Stock on which all restrictions
and conditions of this Agreement have lapsed shall no longer be
deemed Restricted Stock. The Committee may at any time
accelerate the vesting schedule specified in this Paragraph 3 as it
deems appropriate in its sole discretion.
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Termination
of Employment. If the employment of the Participant
is terminated due to death or permanent disability prior to the
vesting of shares of Restricted Stock granted herein, regardless of
whether such Termination occurs before or after a change of
control, restrictions will lapse, and such shares shall become
fully vested, on a percentage of the original grant of
shares in proportion to the number of days that have elapsed
between July 15, 2009 and July 15, 2020. For instance, should death
occur on July 15, 2015, restrictions will lapse with respect to 60%
of the original grant of
shares which is equal to
shares and such shares would become fully
vested. Restrictions with respect to the remaining
shares, in this example
shares, would not lapse and the stock would not vest and would be
forfeited and cancelled. Unless the Committee determines
otherwise, in cases of voluntary resignation, or termination of
employment of Participant by the Company with or without cause, all
unvested shares of the Stock Award shall be immediately forfeited
and cancelled.
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Change in
Control.
In the event that Participant’s employment with the
Company or its successor is terminated subsequent to a Change in
Control of the Com
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