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The South Financial Group,
Inc.
Restricted Stock Award
Agreement
This Restricted Stock Award Agreement (this
“Agreement” or this “Award”) is made as of
_______________ (the “Grant Date”), by and between The
South Financial Group, Inc. ("TSFG") and _______________ (the
“Participant”). Where the context permits, the term
“Company” shall include its subsidiaries.
DISCLAIMER
This Agreement is NOT a contract of employment.
The employment relationship between Participant and TSFG (unless
there is a specific individual employment contract) is at-will and
voluntary. This means that either TSFG or the Participant can
terminate the employment relationship at any time with or without
cause and with or without notice. The employment at-will status of
such persons is not
be altered by this document or any other
statement or representation by any person on behalf of TSFG, but
can only be altered only by an express written contract which
purports to alter such relationship, which contract must be signed
by the appropriate member of TSFG’s management executive
committee.
All employees who have entered into or may later
enter into such a written contract are further advised that this
document does not in any way alter, modify, or amend such
contract.
The Participant is further advised that the
employment relationship between TSFG and the Participant is not
modified in any way by any employee’s ownership, vesting, or
other interest of any kind in any benefit or asset that may be
provided or awarded under the Amended and Restated Restricted Stock
Agreement Plan, as amended (the “Plan”) or this Award.
However, certain provisions of this Award may be conditioned upon
continued employment with TSFG or may otherwise be related to the
duration of the Participant’s employment with
TSFG.
WHEREAS, the Board of Directors (the
“Board”) has, pursuant to the Plan, granted this Award
to the Participant and authorized and directed the execution and
delivery of this Agreement;
NOW, THEREFORE, in consideration of the foregoing,
the mutual promises hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, TSFG and the Participant hereby agree as
follows:
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1.
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Award. The Participant
is hereby granted this Award of __________ Restricted Shares
(“Shares”).
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2.
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Vesting . The Shares
shall initially be unvested and non-transferable. Twenty percent
(20%) of the Shares shall become freely transferable on each of the
five anniversaries of the date of this Award; provided that the
Board of Directors of TSFG or the Compensation Committee shall be
entitled to accelerate the Participant's right to purchase at any
time, by written notice to the Participant. Notwithstanding the
foregoing, the Participant must be a Company employee as of the
date of vesting to be entitled to receive any Shares except in
certain cases of Participant's death or disability, as set forth in
the Plan. All Shares granted hereunder and not otherwise earned and
vested, will be forfeited upon Participant ceasing to be a Company
employee.
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3.
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Payment . As soon as
practical after the Shares have vested, TSFG shall deliver to the
Participant shares of Company common stock, subject to any
reductions for tax withholding, as contemplated below. The Shares
may be issued in electronic format.
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4.
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Taxes. TSFG shall
withhold all applicable taxes required by law from all amounts paid
in satisfaction of the Award. A Participant may satisfy the tax
obligation with respect to the Award (i) by paying the amount of
any such taxes in cash or check (subject to collection) or (ii)
with the approval of the Committee, by having shares
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of Stock deducted from the payment. The amount of
the withholding and, if applicable, the number of shares of Stock
to be deducted shal
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