Exhibit
4.2
RESTRICTED
STOCK UNIT AGREEMENT
AGREEMENT
made this __th day of ____, 2008, between ENTERPRISE FINANCIAL
SERVICES CORP, a Delaware corporation (the "Company"), and
__________________________ ("Employee").
1.
AWARD .
(a)
UNITS. The Company hereby awards and issues to Employee _____
restricted stock units (the "Units"). Each Unit represents the
right to receive one share of Restricted Stock under the Company's
2002 Stock Incentive Plan (as amended from time to time, the
"Plan") subject to the terms of the Plan (including, without
limitation, adjustment of the ratio of converting Units into
Restricted Stock provided for in the Plan) and to the vesting
requirements set forth herein.
(b)
ISSUANCE OF UNITS. The Units shall be evidenced by this Agreement
and deemed issued upon acceptance hereof by Employee.
(c)
PLAN INCORPORATED. The terms and conditions of the Plan are
incorporated herein by reference. Employee acknowledges receipt of
a copy of the Plan (as amended and restated to the date hereof) and
agrees that this award of Units shall be subject to all of the
terms and conditions set forth in the Plan, including future
amendments thereto, if any, provided, however, that no such future
amendment shall have an effect upon the vesting requirements set
forth herein or impose additional vesting requirements or extend
restrictions on Restricted Stock beyond the time of vesting.
Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.
2.
VESTING .
(a)
Vesting of the Units shall be based upon periods of service
subsequent to the date of award and not on other Qualifying
Performance Criteria. Units shall vest in accordance with the
following schedule provided that Employee is employed by the
Company on the Vesting Date:
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Cumulative
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Percentage
of
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Vesting
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Vesting
Date
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Units
Vesting
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Percentage
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December
15, 20__ -
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20%
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20%
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December
15, 20__ -
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20%
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40%
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December
15, 20__ -
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20%
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60%
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December
15, 20__ -
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20%
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80%
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December
15, 20__ -
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20%
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100%
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As
of each such vesting date, the Units shall be converted into shares
of Restricted Stock under the Plan and the Company shall issue such
shares to Employee by means of book entry and shall, upon request
of the Employee, issue a certificate representing such shares and
Employee shall have all rights of a shareholder of record with
respect to such shares from and after such date. Employee shall
have neither the right to vote nor the right to receive cash
dividends or distributions nor any other rights as a shareholder
with respect to the Units prior to the date of vesting.
1
Exhibit
4.2
(b)
Vesting of the Units shall occur upon death, Disability or
Retirement (as defined below) as follows:
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i.
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In
the event of the death of an Employee while continuing to be
employed by the Company, all Units not otherwise vested shall
become immediately vested and exercisable.
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ii.
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In
the event of the Disability or Retirement of an Employee, all Units
shall continue to vest, as though Employee had remained employed
with the Company following such Disability or Retirement, subject
to the forfeiture provisions of Subparagraph (d) below.
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(c)
As
used herein,
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i.
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"Retirement"
means the termination of employment, other than for reasons that
constitute deliberate gross misconduct, determined in the sole
discretion of the Committee, after the time that the Employee has
attained 60 years of age and the sum of his attained age and his
continuous full years of full time employment service with the
Company is 70 (e.g., having attained the age of 60 with 10 years of
employment with the Company or age 65 with 5 years of employment
with the Company would qualify the employee for Retirement). For
these purposes, an employee will be deemed to have a year of full
time employment service with the Company if the employee would be
entitled to receive credit for a year of service under a qualified
pension plan in accordance with Internal Revenue Service Code
§1053(b)(2)(c).
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ii.
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"Disability"
shall mean qualification for disability benefits under the Social
Security disability insurance program, or if an employee is
determined to be permanently disabled by the Committee in its
discretion.
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(d)
Notwithstanding the provisions of Subparagraph (b) ii. above, the
Employee will forfeit all unvested Units and vesting of Units shall
immediately terminate in the event of the determination of the
Committee, made in its sole discretion, that any of the following
has occurred:
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i.
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The
Employee violates any provisions of this Agreement or any other
agreement between the Company and the Employee;
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ii.
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The
Employee directly or indirectly, owns equity or stock in, manages,
operates, is employed by or is connected with as an officer,
employee, partner, consultant or otherwise, or otherwise engages or
participates in any entity or business engaged in the operation,
ownership or management of a bank, trust company, wealth management
or financial services business within the Metropolitan Statistical
Areas of St. Louis, Kansas City, Phoenix or any other city in which
the Company or any of its direct or indirect affiliates or
subsidiaries has an office at the time of such termination (a
“Competitive Activity”). Notwithstanding the foregoing,
the ownership by Employee of less than 1% of any class of the
outstanding capital stock of any corporation conducting such a
competitive business which is regularly traded on a national
securities exchange or in the over-the-counter market shall not be
a violation of the foregoing covenant.
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iii.
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The
Employee utilizes or discloses any confidential or proprietary
information concerning the Company
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