COMMUNITY TRUST BANCORP, INC. RESTRICTED STOCK AGREEMENT
EXHIBIT
10.1
COMMUNITY
TRUST BANCORP, INC.
This
Restricted Stock Agreement (“Agreement”), dated as of the _____ day of
__________, 200__ by and between Community Trust Bancorp, Inc.,
a Kentucky corporation (“Company”), and ______________________ (“Employee”), is
made pursuant to the provisions of the Company’s 2006 Stock Ownership Incentive
Plan (“Plan”). All terms used in this Agreement that are defined in
the Plan shall have the same meanings given them in the Plan.
Recitals:
A. The
Company has adopted the Plan to enhance the ability of the Company to attract
and retain the services of qualified employees and to provide incentives for
such persons to exert maximum efforts for the success of the
Company.
B. The
Company and Employee desire to enter into this Agreement to set forth their
understanding with respect to the issuance of shares of the Company’s Common
Stock to Employee pursuant to the Plan.
Agreement:
Now,
Therefore, the parties hereto agree as follows:
1. Award
of Shares. Subject to the terms and conditions of the Plan
and subject further to the terms and conditions set forth in this Agreement,
on
this date the Company awards to Employee _____________ (______________) shares
of Common Stock of the Company (“Restricted Stock”).
2. Terms
and Conditions. The award of Restricted Stock hereunder is
subject to the following terms and conditions:
2.1 Non-Transferability. Shares
of Restricted Stock (or any right or interest in Restricted Stock) may not
be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated
until the end of the Restriction Period (as defined in Section 2.2 below) applicable to Restricted Stock.
Any sale, transfer, pledge or assignment, or any purported sale, transfer,
pledge or assignment, of any Restricted Stock, or any right or interest therein,
in violation of this Section 2.1 shall
be null and void.
2.2 Period
of Restriction. Subject to earlier lapse of
restrictions or forfeiture as hereinafter provided, the period of restriction
(“Restriction Period”) applicable to Restricted Stock shall lapse on the fifth
anniversary date of the date of this Agreement; provided, however, that Employee
continues to serve as an Employee of the Company on such date.
2.3 Earlier
Lapse of Restriction Period. Notwithstanding the
provisions of Section 2.2, the
Restriction Period shall lapse with respect to all shares of Restricted Stock
immediately upon a Change in Control and immediately upon the death of Employee,
provided that Employee has continued to serve as an Employee of the Company
on
such date. In addition, in the event of the Disability of Employee
while Employee continues to serve as an Employee, the Restriction Period shall
lapse on the date of Disability with respect to the following percentages of
the
Restricted Stock: (i) if the date of Disability is on or after the first
anniversary date of the date of this Agreement, the Restriction Period shall
lapse with respect to 20% of the Restricted Stock and the remaining 80% of
the
Restricted Stock shall be forfeited by Employee; (ii) if the date of Disability
is on or after the second anniversary date of the date of this Agreement, the
Restriction Period shall lapse with respect to 40% of the Restricted Stock
and
the remaining 60% of the Restricted Stock shall be forfeited by Employee; (iii)
if the date of Disability is on or after the third anniversary date of the
date
of this Agreement, the Restriction Period shall lapse with respect to 60% of
the
Restricted Stock and the remaining 40% of the Restricted Stock shall be
forfeited by Employee; (iv) if the date of Disability is on or after the fourth
anniversary date, but prior to the fifth anniversary date, of the date of this
Agreement, the Restriction Period shall lapse with respect to 80% of the
Restricted Stock and the remaining 20% of the Restricted Stock shall be
forfeited by Employee. The Committee shall have the discretion to
review and revise the restrictions applicable to an Employee’s Restricted Stock
in the event of the Retirement of Employee, notwithstanding the provisions
of
Section 2.2.
2.4 Forfeiture. Subject
to the provisions of Section 2.3, the
Restricted Stock shall be forfeited by Employee in the event that Employee’s
service as an employee of the Company terminates prior to the expiration of
the
Restriction Period applicable to such Restricted Stock. All shares of
Restricted Stock forfeited by Employee shall be canceled (without any payment
to
Employee) and Employee shall have no further rights with respect
thereto.
2.5 Certificates. Restricted
Stock shall be registered on the Company’s stock transfer books in the name of
Employee in book entry, electronic form or in certificated form. The
Employee shall deliver a stock power endorsed in blank to the Company with
respect to all shares of Restricted Stock. If issued in certificated form,
physical possession of the stock certificate (together with a stock power
endorsed in blank by Employee) shall be retained by the Company until such
time
as the Restriction Period lapses. If issued in uncertificated form,
the Company shall retain the stock power endorsed in blank by Employee and
the
restrictions on the Restricted Stock shall be noted in the Company’s stock
transfer books. Upon any forfeiture of Restricted Stock, the Company
shall have the right to cancel the Restricted Stock in accordance with this
Agreement without any further action by Employee. Restricted Stock
issued in book entry or electronic form shall be subject to the following
notation, and any certificates representing shares of Restricted Stock shall
bear the following legend:
“The
sale
or other transfer of the shares represented by this Certificate, whether
voluntary, involuntary or by operation of law, is subject to certain
restrictions on transfer as set forth in the Community Trust Bancorp, Inc.
2006
Stock Ownership Incentive Plan, and in the related Restricted Stock
Agreement. A copy of the Plan and such Restricted Stock Agreement may
be obtained from the Secretary of Community Trust Bancorp, Inc.”
2.6 Voting
Rights; Dividends and Distributions. During the
Restriction Period, Employee may exercise full voting rights, and shall be
entitled to receive all dividends and other distributions paid with respect
to
the Restricted Stock. If any dividends or distributions are paid in
the form of Common Stock, such Common Stock shall be subject to the same
restrictions as the shares of Restricted Stock with respect to which they were
paid. Employee agrees to deliver to the Company any certificates
representing stock or other securities which Employee may receive during the
Restriction Period with respect to Restricted Stock (together with a stock
power
endorsed in blank by Employee).
2.7 Adjustments
in Authorized Shares and Outstanding Common Stock. In
the event of any change in the corporate structure of the Company affecting
the
Common Stock, including a merger, reorganization, consolidation,
recapitalization, reclassification, split-up, spin-off, separation, liquidation,
stock dividend, stock split, reverse stock split, extraordinary dividend, share
repurchase, share combination, exchange of securities, dividend in kind or
any
similar corporate event or transaction, the Committee shall substitute or adjust
the number and class of shares subject to this Agreement in such a manner as
the
Committee, in its discretion, determines to be appropriate and equitable to
prevent dilution or enlargement of the rights of Employee and to preserve,
without exceeding, the value of the grant hereunder; provided, however, that
the
number of shares subject to this Agreement shall be a whole number.
3. Tax
Provisions. If Employee timely elects, under section 83(b)
of the Internal Revenue Code of l986, as amended, to include the fair market
value of Restricted Stock on the date hereof in Employee’s gross income for the
current taxable year, Employee agrees to give prompt notice to the
Company. Employee shall remit to the Company an amount sufficient to
satisfy Federal, state and local taxes (including the Employee’s FICA
obligation) required to be withheld with respect to the Restricted
Stock. The Company shall have the right to retain and withhold the
amount of taxes (if any) required by any government to be withheld or otherwise
deducted and paid with respect to Restricted Stock. If the Company
has a withholding obligation with respect to the Restricted Stock, Employee
may
satisfy the withholding requirement, in whole or in part, by having the Company
withhold shares of Restricted Stock having a Fair Market Value on the date
the
withholding tax is to be determined equal to the amount required to be withheld
under applicable law.
4. Entire
Agreement; Incorporation of
Plan. This Agreement constitutes
the entire agreement between the parties hereto and contains all of the
agreements between such parties with respect to the subject matter
hereof. Notwithstanding the foregoing, this Agreement is and
shall be, in all respects, subject to the terms and conditions of the Plan,
which are incorporated herein by reference. If any provision of this
Agreement conflicts with a provision of the Plan, the Plan provision shall
control. Employee acknowledges the receipt of a copy of the Plan prior to the
execution of this Agreement.
5. Captions. The
captions and section headings used herein are for convenience only, shall not
be
deemed to be part of this Agreement and shall not in any way restrict or modify
the context or substance of any section or paragraph of this
Agreement.
6. Governing
Law. This Agreement shall be
governed by, and construed in accordance with the laws of the Commonwealth
of
Kentucky without regard to its conflicts of laws rules.
7. Binding
Effect. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their respective executors,
administrators, heirs, successors and any permitted assigns.
8. Amendment;
Modification or Termination of the Plan. The amendment,
modification or termination of the Plan shall not adversely affect Employee’s
Restricted Stock without the written consent of Employee.
In
Witness Whereof, the parties hereto have executed this Agreement as of
the day and year first above written.
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Community
Trust Bancorp, Inc.
By:
_____________________________
Title: _____________________________
(“Company”)
_______________________________
(Signature
of Employee)
_______________________________
(Printed
Name of Employee)
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