DEARBORN BANCORP, INC.
2005 Long-Term Incentive Plan
RESTRICTED STOCK AWARD
AGREEMENT
Grantee:
Number of Restricted Shares Granted:
Grant Date:
THIS RESTRICTED
STOCK AWARD AGREEMENT is effective as of the Grant Date stated
above, by and between Dearborn Bancorp, Inc. and the
Grantee.
WHEREAS, the
Restricted Stock described in this Agreement have been granted to
the Grantee pursuant to, and are governed by, the Plan;
NOW, THEREFORE,
the Company and the Grantee hereby agree as follows:
1.
Restricted Stock Grant. Subject to the terms and conditions
of this Agreement, the Company hereby grants to Grantee the number
of shares of Restricted Stock as specified above.
2.
Restricted Period. The shares of Restricted Stock are
subject to the restrictions contained in this Agreement and the
Plan during the Restricted Period. The restrictions will lapse and
the Restricted Stock will become transferable and non-forfeitable
as of the Vesting Date if the Vesting Criteria set forth in the
attached Schedule A — Vesting Criteria Schedule have
been met. If the Vesting Criteria are not met as of the Vesting
Date, the Grantee’s rights to the Restricted Stock will
be
immediately
forfeited. The Committee will determine in its sole discretion
whether the Vesting Criteria are met.
3.
Accelerated Vesting. Notwithstanding the satisfaction of the
Vesting Criteria referred to in Section 2 of this Agreement,
all shares of Restricted Stock shall become 100% vested upon the
date of a Change in Control.
4.
Delivery of Shares or Cash. Within thirty days after the
shares of Restricted Stock have vested, the Company at the election
of the Committee (a) shall deliver to Grantee certificates for
the number of shares of Restricted Stock that have vested pursuant
to Sections 2 or (b) pay to the Grantee in cash the Fair
Market Value of such shares as of the date of vesting, or
(c) deliver to the Grantee a combination of stock and
cash.
5.
Dividend and Voting Rights. During the Restriction Period,
the Grantee shall have the right to receive dividends in cash or as
a stock dividend in respect of such shares of Restricted Stock and
shall have the right to vote such shares as the record owner
thereof. Unless otherwise determined by the Committee, any
dividends whether in cash or as a stock dividend payable to the
Grantee during the Restriction Period shall be held by the Company
in a special account for the benefit of the Grantee and be
distributed to the Grantee only if and when the applicable
Restricted Shares vest.
2
6. Share
Certificates. Each certificate issued for Restricted Shares
shall be registered in the name of the Grantee and deposited with
the Company or its designee. At the end of the Restriction Period,
a certificate representing the number of shares which have vested
and to which the Grantee is then entitled shall be delivered to the
Grantee free and clear of the restrictions. If the Vesting Criteria
are not met at the end of the Restriction Period, the certificates
for such number of Restricted Shares shall be cancelled.
7.
Deferral of Exercise or Delivery of Shares. Notwithstanding
any provision in this Agreement to the contrary, if any law or
regulation of any governmental authority having jurisdiction in the
matter requires the Company, the Committee or the Grantee to take
any action or refrain from action in connection with the delivery
of Restricted Stock under this Agreement, or to delay such
delivery, then the delivery of such shares shall be deferred until
such action has been taken or such restriction on action has been
removed.
8.
Termination for Cause or Without Consent. Notwithstanding
anything in this Agreement to the contrary, if the Company
terminates the Grantee’s employment for Cause prior to a
Change in Control, or the Grantee’s employment is terminated
voluntarily by the Grantee and without the consent of the Company,
this Agreement shall be terminated and all Restricted Stock granted
to the Grantee under this Agreement shall be cancelled, regardless
of whether the Vesting Criteria set forth on
3
Schedule A
have been met on or before such termination date, unless and to the
extent that the Committee determines that such forfeiture would
violate applicable law.
9.
Misconduct. The Grantee shall forfeit all rights in his or
her Restricted Stock granted under the Plan, and all such
outstanding Restricted Stock shall automatically be cancelled and
lapse, if the Committee determines that the Grantee has
(i) used for profit or disclosed to unauthorized persons,
confidential information or trade secrets of the Company,
(ii) breached any contract with or violated any fiduciary
obligation to the Company, including without limitation, a
violation of any Company code of conduct, (iii) engaged in
unlawful trading in the securities of the Company or of another
company based on information gained as a result of the
Grantee’s employment or other relationship with the Company,
or (iv) committed a felony or other serious crime.
10.
Termination and Employment. If the employment of the Grantee
is terminated prior to the Vesting Date otherwise that as provided
in Section 3, the Grantee’s rights
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