IRWIN FINANCIAL CORPORATION
2001 STOCK PLAN
RESTRICTED STOCK AGREEMENT
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1.
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Grant of Restricted Stock
Award . Irwin
Financial Corporation, an Indiana corporation (the
“Company”) hereby grants to
___(“Participant”) a restricted stock award (the
“Award”) on the number of shares of Stock as set forth
in the Notice of Restricted Stock Award subject to the terms,
definitions and provisions of the Company’s 2001 Stock Plan
(the “Plan”), the terms of which are incorporated
herein by reference. Pursuant to Section 4 of the Plan, all
determinations and interpretations with respect to the Plan or this
Agreement shall be made by the Committee. Except to the extent
expressly provided herein, capitalized terms used in this Agreement
shall have the same meaning ascribed thereto in the
Plan.
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2.
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Award . Pursuant to Section 9 of the
Plan, Participant is hereby granted an Award of Restricted Stock
described on the Notice of Restricted Stock Award attached
hereto.
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3.
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Restrictions; Restricted
Period . The
Restricted Stock covered by the Award shall be subject to the
restrictions set forth in Section 9 of the Plan, which
include, but are not limited to, prohibitions on the sale,
transfer, assignment, pledge or encumbrance of the Restricted
Stock, prior to the vesting date(s) set forth on the Notice of
Restricted Stock Award attached hereto (the period ending on the
vesting date for a certain share of Restricted Stock is hereinafter
referred to as the “Restricted Period”). Sale, transfer
and other disposition of the shares following termination of the
Restricted Period may be limited by the absence of an established
trading market for such shares and/or the provisions of applicable
securities laws.
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4.
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Termination of Employment or
Service .
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(a) Termination
of Employment Due to Death . In the event a Participant’s
employment or service as a director is terminated by reason of
death, the Restricted Period on all outstanding shares of
Restricted Stock shall terminate and the Restricted Stock shall
vest in full and shall be paid to Participant’s beneficiary
upon receipt of the Purchase Price, if any.
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(b)
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Termination of Employment due to
Reasons other than Death . In the event that a
Participant’s employment or service as a director is
terminated for any reason other than death, the Participant will
forfeit any shares of Restricted Stock that are not yet vested and
shall have no further rights to the Restricted Stock or any amounts
attributable thereto.
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5.
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Change in Control
. Upon change in control
of the Company, the Restricted Period on all outstanding shares of
Restricted Stock shall terminate and the Restricted Stock shall
vest in full to the Participant upon receipt of the Purchase
Price.
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6.
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Forms of Payment by
Participant .
If the Participant is to pay a purchase price for the Restricted
Stock, such price may be paid:
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(a) in cash or its
equivalent,
(b) by tendering
previously-acquired Stock having an aggregate Fair Market Value (as
determined by the Committee) at the time of exercise equal to the
total price of the Restricted Stock,
(c) if the
Committee shall authorize in its sole discretion, by payment of the
purchase price in installments; provided, however, that the
provisions of each installment purchase agreement: (i) shall
provide that the purchaser, at the purchaser’s option, may
pay any or all such installments at one time, (ii) shall
comply with all applicable credit regulations, if any, then in
effect and issued or enacted by governmental authority having
jurisdiction, including Regulation U of the Board of Governors
of the Federal Reserve System if such Regulation is then in effect,
(iii) shall be established by the Committee and shall include
a specified rate of interest payable on the unpaid balance, and
(iv) shall require that the certificate for Shares purchased
pursuant to installment arrangement be pledged to the Company. The
certificates for stock purchased pursuant to an installment
purchase agreement will be delivered to the purchaser, who shall
take title to such Stock, and shall be immediately deposited by the
purchaser, together with a properly executed stock power, with the
Secretary of the Company to be held by the Company as security for
the payment of the installments of the purchase price, including
interest. The purchaser shall be entitled to all voting rights with
respect thereto and all cash dividends paid thereon. In the event
of the payment by the Company of a stock dividend on or the
declaration by the Company of a stock split with respect to any of
its Stock held as security pursuant to an installment purchase
agreement hereunder, the pledge under such agreement shall extend
to the Stock issued in payment of such stock dividend or on account
of such stock split. The purchaser shall deliver to the Company the
certificates representing the dividend or split Stock upon
recei
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