PARK STERLING CORPORATION RESTRICTED STOCK AWARD
Exhibit 10.13
This RESTRICTED STOCK AWARD (the “Award”) is made and entered into as of , by and
between Park Sterling Corporation (the “Company”), a bank holding company organized under the laws
of the State of North Carolina, and (the “Employee”).
Upon and subject to the Additional Terms and Conditions attached hereto and incorporated
herein by reference as part of this Award and further subject to the provisions of the Park
Sterling Corporation 2010 Long-Term Incentive Plan (the “Plan”), the Company hereby awards as of
the Grant Date to the Employee the Restricted Shares in consideration of the Employee’s services
rendered and to be rendered to the Company (including any Affiliate) (the “Restricted Stock
Award”).
| ▇. | ▇▇▇▇▇ Date: . |
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| B. | Restricted Shares: shares of the Company’s voting common
stock (“Common Stock”), $1.00 par value per share. |
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| C. | Plan under which granted: Park Sterling Corporation 2010 Long-Term Incentive Plan. |
D. Vesting: The Restricted Shares shall become vested, as and to the extent
indicated below, only if the Employee remains in the continuous service of the Company and
its Affiliates through the applicable Performance-Based Vesting Date indicated in the
Performance-Based Vesting Schedule below:
| Percentage of Restricted Shares | ||||
| Performance-Based-Vesting Date | which are Vested Shares | |||
Each of the Performance Goals identified above shall be considered attained when
Except as provided in
Paragraph E. below, the Restricted Shares that are not vested on or before the earlier of
(1) the Employee’s Termination of Employment or (2) shall be forfeited.
E. Vesting Rules. The Employee shall continue to have the opportunity to vest in
Restricted Shares so long as the Employee remains in the continuous service of the Company
and its Affiliates without incurring a Termination of Employment or, if earlier, until .
Notwithstanding the requirements of the Performance-Based Vesting Schedule, the Performance
Goals will be deemed satisfied as to all of the Restricted Shares if the Employee provides
continuous services to the Company and/or any Affiliate following the Grant Date through the
date of any of the earlier events listed below:
(a) in the event of the Employee’s involuntary Termination of Employment
without Cause; or
(b) in the event of the Employee’s Termination of Employment due to a
resignation for Good Reason.
The Restricted Shares which have satisfied (or are deemed to have satisfied) the conditions
of the Vesting Schedule are herein referred to as the “Vested Shares.” Any portion of the
Restricted Shares which have not become Vested Shares in accordance with this Paragraph E.
before or at the time of Employee’s Termination of Employment shall be forfeited. There
will be no proration of the Performance-Based Vesting Schedule for partial years of service.
IN WITNESS WHEREOF, the Company and Employee have signed this Award as of the Grant Date set
forth above.
| Park Sterling Corporation | ||||||||||
| By: | ||||||||||
| Title: | ||||||||||
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1. Condition to Delivery of Restricted Shares.
(a) Employee must deliver to the Company, within two (2) business days after the
earlier of (i) the date (the “Vesting Date”) on which any Restricted Shares become Vested
Shares, or (ii) the date the Employee makes an election pursuant to Section 83(b) of the
Internal Revenue Code as to all or any portion of the Restricted Shares, either cash or a
certified check payable to the Company in the amount of all tax withholding obligations
(whether federal, state or local) imposed on the Company by reason of the vesting of the
Restricted Shares, or the making of an election pursuant to Section 83(b) of the Internal
Revenue Code, as applicable, except as provided in Section 1(b).
(b) If the Employee does not make an election pursuant to Section 83(b) of the Internal
Revenue Code, in lieu of paying the withholding tax obligations in cash or by certified
check as required by Section 1(a), Employee may elect (the “Withholding Election”) to have
the actual number of shares of Common Stock that become Vested Shares reduced by the
smallest number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock, is sufficient to satisfy the amount of the tax withholding
obligations imposed on the Company by reason of the vesting of the Restricted Shares on the
applicable Vesting Date. Employee may make a Withholding Election only if all of the
following conditions are met:
(i) the Withholding Election must be made on or prior to the Vesting Date by
executing and delivering to the Company a properly completed Notice of Withholding
Election, in substantially the form of Exhibit A attached hereto; and
(ii) any Withholding Election made will be irrevocable; however, the Executive
Committee of the Board of Directors of the Company (the “Committee”) may, in its
sole discretion, disapprove and give no effect to any Withholding Election.
(c) Unless and until the Employee provides for the payment of the tax withholding
obligations in accordance with the provisions of this Section 1, the Company shall have no
obligation to deliver any of the Vested Shares and may take any other actions necessary to
satisfy such obligations, including withholding of appropriate sums from other amounts
payable to the Employee. If the shares of Common Stock are being traded by brokers and the
Employee is not a “director” or “executive officer”, within the meaning of Section 13(k) of
the Securities Exchange Act of 1934 (Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), at the
time tax withholding obligations become due, at the request of the Employee, the Committee
may make, or authorize the making of, such arrangements with the Employee and a broker,
dealer or other “creditor” (as defined by Regulation T issued by the Board of Governors of
the Federal Reserve System) acting on behalf of the Employee for the receipt from such
broker, dealer or other “creditor” of cash by the Company in an amount necessary to satisfy
the Employee’s tax withholding obligations in exchange for delivery of a number of Vested
Shares directly to the broker, dealer or other “creditor” having a value equal to the cash
delivered.
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2. Issuance of Restricted Shares.
(a) The Company shall issue the Restricted Shares as of the Grant Date in either manner
described below, as determined by the Committee in its sole discretion:
(i) by the issuance of share certificate(s) evidencing Restricted Shares to the
Secretary of the Company or such other agent of the Company as may be designated by
the Committee or the Secretary (the “Share Custodian”); or
(ii) by documenting the issuance in uncertificated or book entry form on the
Company’s stock records.
Evidence of the Restricted Shares either in the form of share certificate(s) or book entry,
as the case may be, shall be held by the Company or Share Custodian, as applicable, until
the Restricted Shares become Vested Shares in accordance with the Vesting Schedule.
(b) If the shares of Common Stock are registered under the Securities Act of 1933, as
amended (the “Securities Act”) and the Employee is determined by the Committee to be an
“affiliate” of the Company, as such term is defined in Rule 144 (“Rule 144”) under the
Securities Act, the Restricted Shares (and the Vested Shares resulting therefrom) shall be
evidenced only by physical share certificates.
(c) When the Restricted Shares become Vested Shares, the Company or the Share
Custodian, as the case may be, shall deliver the Vested Shares to the Employee or, at the
Company’s election, to a broker designated by the Company (the “Designated Broker”) by
either physical delivery of the share certificate(s) or book entry transfer, as applicable,
for the benefit of an account established in the name of the Employee, in either case,
after, to the extent applicable, payment by the Employee of the tax withholding obligations
pursuant to Section 1(a) and/or reduced by any Vested Shares withheld and returned to the
Company pursuant to Section 1(b) above or delivered to a broker, dealer or other “creditor”
as contemplated by Section 1(c) above (such reduced number of Vested Shares are referred to
in this Section 2(c) as the “Net Vested Shares”). If the number of Vested Shares includes a
fraction of a share, neither the Company nor the Share Custodian shall be required to
deliver the fractional share to the Employee, and the Company shall pay the Employee the
amount determined by the Company to be the estimated Fair Market Value therefor. At any
time after receipt by the Designated Broker, the Employee may require that the Designated
Broker deliver the Net Vested Shares to the Employee pursuant to such arrangements or
agreements as may exist between the Designated Broker and the Employee.
(d) In the event that the Employee forfeits any of the Restricted Shares, the Company
shall cancel the issuance on its stock records and, if applicable, the Share Custodian shall
promptly deliver the share certificate(s) representing the forfeited shares to the Company.
(e) Employee hereby irrevocably appoints the Share Custodian, and any successor
thereto, as the true and lawful attorney-in-fact of Employee with full power and authority
to execute any stock transfer power or other instrument necessary to transfer any Restricted
Shares to the Company in accordance with this Award, in the name, place, and stead of the
Employee. The term of such appointment shall commence on the Grant Date of this Award and
shall continue until the last of the Restricted Shares are delivered to the Employee as
Vested Shares or are returned to the Company as forfeited Restricted Shares or as Vested
Shares withheld and returned to the Company pursuant to Section 1(b), as provided by the
applicable terms of this Award.
(f) Unless and until the Restricted Shares become Vested Shares, the Employee shall be
entitled to all rights applicable to holders of shares of Common Stock including, without
limitation, the right to vote such shares and to receive dividends or other distributions
thereon as provided by Section 4, except as otherwise expressly provided in this Award.
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(g) In the event the number of shares of Common Stock is increased or reduced as a
result of a subdivision or combination of shares of Common Stock or the payment of a stock
dividend or any other increase or decrease in the number of shares of Common Stock or other
transaction such as a merger, reorganization or other change in the capital structure of the
Company, the Employee agrees that any certificate representing shares of Common Stock or
other securities of the Company issued as a result of any of the foregoing shall be
delivered to the Share Custodian or recorded in book entry form, as applicable, and shall be
subject to all of the provisions of this Award as if initially granted hereunder.
3. Acknowledgement by Employee of Tax Election Opportunity. Employee acknowledges
that the award of the Restricted Shares constitutes a transfer of property for federal income tax
purposes under Section 83 of the Internal Revenue Code and that the Employee shall have the sole
responsibility for determining whether to elect early income tax treatment by making an election
permitted under Subsection (b) of Section 83 of the Internal Revenue Code and the sole
responsibility for effecting any such election in an appropriate and on a timely basis.
4. Dividends.
(a) The Employee shall be entitled to dividends or other distributions paid or made on
Restricted Shares but only as and when the Restricted Shares to which the dividends or other
distributions are attributable become Vested Shares. Dividends paid on Restricted Shares
will be held by the Company and transferred to the Employee, without interest, on such date
as the Restricted Shares become Vested Shares. Dividends or other distributions paid on
Restricted Shares that are forfeited shall be retained by the Company.
(b) The Company’s obligation under this Section 4 shall be an unfunded and unsecured
promise to pay. The Company shall not be obligated under any circumstances to fund its
financial obligations under this Section 4 prior to the date any dividends become payable
pursuant to the terms of this Award. All dividends held in the non-interest bearing account
described in Section 4(a) will remain general assets of the Company subject to the claims of
its general creditors. This Award does the Employee give you any ownership interest in the
assets of the Company, and all rights of ownership in the accumulated dividends attributable
to Restricted Shares that become Vested Shares shall be solely those of an unsecured general
creditor of the Company.
5. Restrictions on Transfer of Restricted Shares.
(a) General Restrictions. Except as provided by this Award, the Employee 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 Employee (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 or
pledgee of such Restricted Shares as the owner or pledgee of such Restricted Shares for any
purpose.
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(b) Certain Permitted Transfers. The restrictions contained in this Section 5
will not apply with respect to transfers of the Restricted Shares pursuant to applicable
laws of descent and distribution; provided that the restrictions contained in this Section 5
will continue to be applicable to the Restricted Shares after any such transfer; and
provided further that the transferee(s) of such Restricted Shares must agree in writing to
be bound by the provisions of the Plan and this Award, including the provisions of Section
7.
6. Additional Restrictions on Transfer.
(a) Certificates evidencing the Restricted Shares shall have noted conspicuously on the
certificate a legend required under applicable securities laws and reflecting the transfer
restrictions set forth herein in addition to any other legend(s) as the Company deems
appropriate and the Employee shall not make any transfer of the Restricted Shares without
first complying with the restrictions on transfer described in such legends. Such legends
may include the following:
transfer is restricted
The shares evidenced by this certificate have been issued pursuant to an exemption from
registration under the Securities Act of 1933, as amended (the “Securities Act”) and
applicable state securities laws and as such may only be sold or otherwise transferred: (1)
pursuant to registration or an exemption from registration under the Securities Act,
including but not limited to Rule 144 thereunder, and the securities laws of any applicable
state or other jurisdiction; or (2) if, in the opinion of counsel, in form and substance
satisfactory to the issuer, such transfer is exempt from registration or is otherwise in
compliance with applicable federal and state securities laws.
The securities evidenced by this certificate are subject to restrictions on transfer and
forfeiture provisions which also apply to the transferee as set forth in a restricted stock
Award, dated February
_____, 2011, a copy of which is available from the Company.
(b) Opinion of Counsel. No holder of Restricted Shares may sell, transfer,
assign, pledge or otherwise dispose of (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 (i) pursuant to an effective registration
statement under the Securities Act or (ii) in a transaction that fully complies with Rule
144, without first delivering to the Company an opinion of counsel (reasonably acceptable in
form and substance to the Company) that neither registration nor qualification under the
Securities Act and applicable state securities laws is required in connection with such
transfer.
7. Lock-up Agreement. The Employee hereby agrees that he will not, directly or
indirectly, sell, offer, contract to sell, grant of options for the purchase of, transfer the
economic risk of ownership in, make any short sale of, pledge or otherwise dispose of any Vested
Shares during the thirty (30) days prior to and the one hundred eighty (180) days (or any shorter
period permitted by the managing underwriter) after the effectiveness of any underwritten public
offering, except as part of such underwritten public offering or if otherwise permitted by the
Company. The Employee hereby agrees to execute and deliver any additional document or
acknowledgement reflecting the foregoing provisions or containing similar restrictions as may be
requested by the Company or its managing underwriters in connection with the initial public
offering of Common Stock. The Company may place a legend on any stock certificates representing
Vested Shares and may impose stop-transfer instructions with respect to the Vested Shares in order
to enforce the foregoing restrictions.
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8. Change in Capitalization.
(a) The number and kind of Restricted Shares shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting from a
subdivision or combination of shares or the payment of a stock dividend in shares of Common
Stock to holders of outstanding shares of Common Stock or any other increase or decrease in
the number of shares of Common Stock outstanding effected without receipt of consideration
by the Company. No fractional shares shall be issued in making such adjustment. All
adjustments made by the Committee under this Section shall be final, binding, and
conclusive.
(b) In the event of a merger, consolidation, extraordinary dividend (including a
spin-off), reorganization, recapitalization, sale of substantially all of the Company’s
assets, other change in the capital structure of the Company, tender offer for shares of
Common Stock or a Change in Control, an appropriate adjustment may be made with respect to
the Restricted Shares such that other securities, cash or other property may be substituted
for the Common Stock held by the Share Custodian or recorded in book entry form pursuant to
this Award.
(c) The existence of the Plan and the Restricted Stock Award shall not affect the right
or power of the Company to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger or
consolidation of the Company, any issue of debt or equity securities having preferences or
priorities as to the Common Stock or the rights thereof, the dissolution or liquidation of
the Company, any sale or transfer of all or part of its business or assets, or any other
corporate act or proceeding.
9. Governing Laws. This Award shall be construed, administered and enforced according
to the laws of the State of North Carolina; provided, however, no Restricted Shares shall be issued
except, in the reasonable judgment of the Committee, in compliance with exemptions under applicable
state securities laws of the state in which the Employee resides, and/or any other applicable
securities laws.
10. Successors. This Award shall be binding upon and inure to the benefit of the
heirs, legal representatives, successors, and permitted assigns of the parties.
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11. Notice. All notices, requests, waivers and other communications required or
permitted hereunder shall be in writing and shall be either personally delivered, sent by facsimile
or by reputable overnight courier service or mailed by first class mail, return receipt requested,
to the recipient at the address below indicated:
If to the Company:
|
Park Sterling Corporation | |||
| Attn: Secretary | ||||
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ | ||||
| ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||
If to the Recipient: |
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or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. All such notices, requests, waivers and
other communications shall be deemed to have been effectively given: (a) when personally delivered
to the party to be notified; (b) when sent by confirmed facsimile to the party to be notified; (c)
five (5) business days after deposit in the United States Mail postage prepaid by certified or
registered mail with return receipt requested at any time other than during a general
discontinuance of postal service due to strike, lockout, or otherwise (in which case such notice,
request, waiver or other communication shall be effectively given upon receipt) and addressed to
the party to be notified as set forth above; or (d) two (2) business days after deposit with a
national overnight delivery service, postage prepaid, addressed to the party to be notified as set
forth above with next-business-day delivery guaranteed. A party may change its or his notice
address given above by giving the other party ten (10) days’ written notice of the new address in
the manner set forth above.
12. Severability. In the event that any one or more of the provisions or portion
thereof contained in this Award shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the same shall not invalidate or otherwise affect any other
provisions of this Award, and this Award shall be construed as if the invalid, illegal or
unenforceable provision or portion thereof had never been contained herein.
13. Entire Agreement. Subject to the terms and conditions of the Plan, this Award
expresses the entire understanding and agreement of the parties with respect to the subject matter.
This Award may be executed in two or more counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same instrument.
14. Headings and Capitalized Terms. Paragraph headings used herein are for
convenience of reference only and shall not be considered in construing this Award. Capitalized
terms used, but not defined, in this Award shall be given the meaning ascribed to them in Section
18 or the Plan, as applicable.
15. Specific Performance. In the event of any actual or threatened default in, or
breach of, any of the terms, conditions and provisions of this Award, the party or parties who are
thereby aggrieved shall have the right to specific performance and injunction in addition to any
and all other rights and remedies at law or in equity, and all such rights and remedies shall be
cumulative.
16. No Right to Continued Employment. Neither the establishment of the Plan nor the
grant of the Restricted Stock Award made pursuant to this Award shall be construed as giving
Employee the right to any continued service relationship with the Company or any Affiliate.
17. Compliance with Section 409A of the Code. It is intended that this Award comply
with Section 409A of the Code and the regulations and other guidance promulgated thereunder (“Code
Section 409A”) to the extent it is subject to Code Section 409A, and this Award will be interpreted
and operated consistently with that intent. If the Company determines that any provisions of this
Award do not comply with the requirements of Code Section 409A, the Company has the authority to
amend this Award to the extent necessary (including retroactively) in order to preserve compliance
with said Code Section 409A. The Company also has express discretionary authority to take such
other actions as may be permissible to correct any failures to comply in operation with the
requirements of Code Section 409A. Neither the Company nor the Employee has the discretion to
accelerate the timing or schedule of any benefit payment under this Award that is subject to Code
Section 409A, except as specifically provided herein or as may be permitted pursuant to Code
Section 409A.
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18. Special Definitions.
(a) For purposes of this Award, the term “Cause” has the same meaning as provided in
the employment agreement between the Employee and the Company and/or, if applicable, any
Affiliate on the date of Termination of Employment, or if no such definition or employment
agreement exists, “Cause” means:
(i) any act by the Employee of fraud against, material misappropriation from,
or material dishonesty to either the Company or any Affiliate;
(ii) conviction of the Employee of a crime involving breach of trust or moral
turpitude or any felony;
(iii) conduct by the Employee that amounts to willful misconduct, gross and
willful insubordination, gross neglect or inattention to or material failure to
perform the Employee’s duties and responsibilities in the manner and to the extent
required by his position(s) with the Company or any Affiliate, including prolonged
absences; provided that the nature of such conduct shall be set forth with
reasonable particularity in a written notice to the Employee who shall have ten (10)
days following delivery of such notice to cure such alleged conduct, provided that
such conduct is, in the reasonable discretion of the Company, susceptible to a cure;
(iv) exhibition by the Employee of a standard of behavior within the scope of
or related to his employment that is materially disruptive to the orderly conduct of
the business operations of the Company or any Affiliate (including, without
limitation, substance abuse, sexual harassment or sexual misconduct) in the
reasonable opinion of the Company;
(v) receipt of any form of notice, written or otherwise, that any regulatory
agency having jurisdiction over the Company or any Affiliate intends to institute
any form of formal or informal regulatory action against the Employee; or
(vi) the Employee’s removal and/or permanent prohibition from participating in
the conduct of the affairs of the Company or any Affiliate by an order issued under
Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818(e)(4) and (g)(1)).
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(b) For purposes of this Award, the term “Good Reason” has the same meaning as provided
in the employment agreement between the Employee and the Company and/or, if applicable, any
Affiliate on the date of Termination of Employment, or if no such definition or employment
agreement exists, “Good Reason” means:
(i) a material reduction of the Employee’s annual base salary from its then
current rate without the Employee’s consent, other than a reduction that also is
applied to substantially all other executive officers of the Company or Affiliate if
Employee’s reduction is substantially proportionate to, or no greater than, the
reduction applied to substantially all other executive officers; or
(ii) a material diminution in the authority, responsibilities or duties of the
Employee hereunder without the Employee’s consent;
provided, however, that for a Termination of Employment by the Employee to be for Good
Reason, the Employee must notify the Company or, if applicable, Affiliate in writing of the
event giving rise to Good Reason within thirty (30) days following the occurrence of the
event (or, if later, thirty (30) days following the Employee’s knowledge of occurrence of
the event), the event must remain uncured after the expiration of sixty (60) days following
the delivery of written notice of such event to the Company (or Affiliate) by the Employee,
and the Employee must resign effective no later than sixty (60) days following the Company’s
(or Affiliate’s) failure to cure the event and must give at least thirty (30) days advance
written notice prior to the Employee’s effective date of resignation.
(c) Other capitalized terms that are not defined herein have the meaning set forth in
the Plan or the Award, except where the context does not reasonably permit.
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EXHIBIT A
TO:
|
Park Sterling Corporation | |||||
FROM:
|
SSN: | |||||
RE:
|
Withholding Election |
This election relates to the Restricted Stock Award identified in Paragraph 3 below. I hereby
certify that:
(1) My correct name and social security number and my current address are set forth at the end
of this document.
(2) I am (check one, whichever is applicable).
| o | the original recipient of the Restricted Stock Award. |
||
| o | the legal representative of the estate of the original
recipient of the Restricted Stock Award. |
||
| o | a legatee of the original recipient of the Restricted Stock Award. |
||
| o | the legal guardian of the original recipient of the Restricted Stock Award. |
(3) The Restricted Stock Award pursuant to which this election relates was issued under the
Park Sterling Corporation 2010 Long-Term Incentive Plan in the name of
_____
for a
total of
_____
shares of Common Stock. This election relates to
_____
shares of Common
Stock to be delivered upon the vesting of a portion of the Restricted Shares, provided that the
numbers set forth above shall be deemed changed as appropriate to reflect stock splits and other
adjustments contemplated by the applicable provisions of the Restricted Stock Award and the Plan.
(4) I hereby elect to have certain of the Vested Shares withheld and returned to the Company,
rather than delivered to me, for the purpose of having the value of such shares applied to pay
minimum required federal, state and local, if any, tax withholding obligations arising from the
vesting event.
The fair market value of the Vested Shares to be withheld and returned to the Company shall be
equal to the minimum statutory tax withholding requirements under federal, state and local law in
connection with the vesting event, reduced by the amount of any cash or certified check payment
tendered by me to the Company in partial payment of such tax withholding obligations.
(5) I understand that this Withholding Election is made prior to the Vesting Date and is
otherwise timely made pursuant to Section 1 of the Restricted Stock Award and Section 5.1 of the
Plan.
Exhibit A – Page 1 of 2
(6) I further understand that, if this Withholding Election is not disapproved by the
Committee, the Company shall withhold from the Vested Shares a whole number of shares of Common
Stock having the value specified in Paragraph 4 above.
(7) The Plan has been made available to me by the Company. I have read and understand the
Plan and the provisions of the Restricted Stock Award and I have no reason to believe that any of
the conditions therein to the making of this Withholding Election have not been met. Capitalized
terms used in this Notice of Withholding Election without definition shall have the meanings given
to them in the Plan or Section 18 of the Restricted Stock Award, as applicable.
Dated: |
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Signature: |
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| Name (Printed) | ||||
| Street Address | ||||
| City, State, Zip Code | ||||
| Social Security Number | ||||
Exhibit A – Page 2 of 2