Exhibit
10.7
FIRST SECURITY GROUP,
INC.
RESTRICTED STOCK
AWARD
This RESTRICTED
STOCK AWARD (the “Award”) is made and entered into as
of the 26th day of February, 2003 by and between First Security
Group, Inc. (the “Company”), a Tennessee corporation,
and _____________________________ (the
“Director”).
Upon and
subject to the Additional Terms and Conditions attached hereto and
incorporated herein by reference as part of this Award, the Company
hereby awards as of the Grant Date to the Director the Restricted
Shares described below pursuant to the First Security Group, Inc.
2002 Long-Term Incentive Plan (the “Plan”) in
consideration of the Director’s past and future services to
the Company.
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Restricted
Shares : ______________
shares of the Company’s common stock (“Common
Stock”), $.01 par value per share.
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Vesting
Schedule : The Restricted
Shares shall vest or be forfeited back to the Company, as the case
may be, according to the Vesting Schedule attached hereto as
Schedule 1 hereto (the “Vesting
Schedule”). The Restricted Shares which have become vested
pursuant to the Vesting Schedule are herein referred to as the
“Vested Restricted Shares.”
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IN WITNESS
WHEREOF, the Company has signed and sealed this Award as of the
Grant Date set forth above.
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FIRST SECURITY
GROUP, INC.
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By:
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Title:
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By:
________________________________
Title:
______________________________
ADDITIONAL TERMS AND
CONDITIONS OF
FIRST SECURITY GROUP,
INC.
RESTRICTED STOCK
AWARD
1.
Restricted Shares Held by the
Share Custodian .
Director hereby authorizes and directs the Company to deliver any
share certificate issued by the Company to evidence Restricted
Shares to the Secretary of the Company or such other officer of the
Company as may be designated by the Committee (the “Share
Custodian”) to be held by the Share Custodian until the
Restricted Shares become Vested Restricted Shares or, if
applicable, until forfeited, all in accordance with the Vesting
Schedule. Director hereby irrevocably appoints the Share Custodian,
and any successor thereto, as the true and lawful attorney-in-fact
of the Director with full power and authority to execute any stock
transfer power or other instrument necessary to transfer the
Restricted Shares to the Company upon any forfeiture of the
Restricted Shares, in the name, place, and stead of the Director.
The term of such appointment shall commence on the Grant Date and
shall continue until the Restricted Shares are delivered to the
Director as provided above or to the Company upon a forfeiture of
the Restricted Shares. Any shares of Common Stock or other
securities issued with respect to the Restricted Shares on account
of an event described in Section 5 below shall be subject to the
provisions of this Award and the Director agrees that any
certificate representing such shares of Common Stock or other
securities issued as a result thereof shall be delivered to the
Share Custodian and shall be subject to all of the provisions of
this Award as if initially granted hereunder. For purposes of this
Award, such shares of Common Stock also shall be deemed to be
Restricted Shares. To effect the provisions of this Section, the
Director shall complete an irrevocable stock power in favor of the
Share Custodian in the form attached hereto as Exhibit
A .
2.
Dividends and Voting
. During the period that the Share
Custodian holds the Restricted Shares subject to Section 1 above,
the Director shall be entitled to all rights applicable to shares
of Common Stock not so held, except as provided in this Award. In
that regard, the Director shall be entitled to dividends paid on
all Restricted Shares as and when declared and paid and shall be
entitled to vote the Restricted Shares unless and until they are
forfeited.
3.
Restrictions on Transfer of
Restricted Shares .
(a)
General Restrictions
. Except as provided by this Award,
the Director shall not have the right to make or permit to exist
any transfer or hypothecation, whether outright or as security,
with or without consideration, voluntary or involuntary, of all or
any part of any right, title or interest in or to any Restricted
Shares. Any such disposition not made in accordance with this Award
shall be deemed null and void. The Company will not recognize, or
have the duty to recognize, any disposition not made in accordance
with the Plan and this Award, and any Restricted Shares so
transferred will continue to be bound by the Plan and this Award.
The Director (and any subsequent holder of Restricted Shares) may
not sell, pledge or otherwise directly or indirectly transfer
(whether with or without consideration and whether voluntarily or
involuntarily or by operation of law) any interest in or any
beneficial interest in any Restricted Shares except pursuant to the
provisions of this Award. Any sale, pledge or other transfer (or
any attempt to effect the same) of any Restricted Shares in
violation of any provision of the Plan or this Award shall be void,
and the Company shall not record such transfer, assignment, pledge
or other disposition on its books or treat any purported transferee
of such Restricted Shares as the owner of such Restricted Shares
for any purpose.
Additional Terms and Conditions -
Page 1 of 4
(b)
Certain Permitted
Transfers . The
restrictions contained in this Section 3 will not apply with
respect to transfers of the Restricted Shares p
