FORM OF ATLANTIC UNION BANKSHARES CORPORATION TIME-BASED RESTRICTED STOCK AGREEMENT
Exhibit 10.5
FORM OF
ATLANTIC UNION BANKSHARES CORPORATION
TIME-BASED RESTRICTED STOCK AGREEMENT
Granted <<GRANT DATE>>
This Time-Based Restricted Stock Agreement (this “Agreement”) is entered into pursuant to Article VII of the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan, as amended from time to time (the “Plan”), and evidences the grant, and the terms, conditions and restrictions pertaining thereto, of Restricted Stock to the Participant and with an Award Date as follows:
Participant: <<NAME>>
Award Date: <<GRANT DATE>>
WHEREAS, Atlantic Union Bankshares Corporation (the “Company”) maintains the Plan under which the Committee or the Board may, among other things, award shares of the Company’s common stock (the “Common Stock”) to such employees of the Company and its Subsidiaries as the Committee or the Board may determine, subject to terms, conditions and restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee or the Board has awarded to the Participant a restricted stock award conditioned upon the execution by the Company and the Participant of this Agreement setting forth all the terms and conditions applicable to such award;
NOW, THEREFORE, in consideration of the benefits which the Company expects to be derived from the services rendered to it and its subsidiaries by the Participant and of the covenants contained herein, the parties hereby agree as follows:
Award Shares: <<NUMBER>>
(a) | Subject to accelerated vesting or forfeiture as hereinafter provided, the Participant’s interest in the Award Shares shall become transferable and non-forfeitable (“Vested” or “Vesting”) on the following vesting dates, provided he remains in employment with the Company or any of its subsidiaries on the applicable date: |
(each date, a “Vesting Date” and the period from the Award Date through each Vesting Date being a “Period of Restriction” with respect to the applicable Award Shares).
(b)Notwithstanding any other provision of this Agreement to the contrary:
| (i) | If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction due to his death or permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), any remaining unvested Award Shares at the date of such termination of employment shall automatically be Vested. |
| (ii) | If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction and the Participant is eligible to receive severance benefits under an employment agreement between the Participant and the Company or a subsidiary or severance pay under the Atlantic Union Bankshares Corporation Executive Severance Plan, or any successor plan, and the Participant has signed, submitted and not revoked any release agreement required thereunder, any remaining unvested Award Shares at the date of such termination of employment shall remain outstanding and become automatically Vested on the date any such release agreement becomes irrevocable. If such release agreement is not signed, is revoked or otherwise does not become irrevocable as provided thereunder, all Award Shares that remained unvested at the date of such termination of employment shall be automatically forfeited. |
| (iii) | If the Participant’s employment with the Company and its subsidiaries is terminated during the Period of Restriction involuntarily by the Company or voluntarily by the Participant or the Participant otherwise experiences a termination of employment (and accelerated Vesting does not otherwise occur under another subsection of Section 2(b)) and provided no Cause (as defined below) exists to terminate his employment, then, prior to the Participant’s termination of employment, the Committee (or, if the Participant is not subject to the reporting and other provisions of Section 16 of the Securities Exchange Act of 1934, the Committee’s delegate) may, in its sole discretion, waive the automatic forfeiture of any or all unvested Award Shares otherwise provided in Section 6 and provide for such Vesting as its deems appropriate subject to such new restrictions, if any, applicable to the Award Shares as it deems appropriate, which may include requiring the Participant, if not already subject to a non-competition covenant pursuant to an existing agreement with the Company or a subsidiary, to execute and deliver to the Company, no later than the date of such termination of employment, a non-competition agreement in a form acceptable to the Company. |
For purposes of this Section 2(b), “Cause” has the meaning set forth in any employment agreement, or, if none, in any change in control agreement, then in effect between the Participant and the Company or a subsidiary, if applicable, and, if the Participant has no such agreement or if such agreement does not define the term, “Cause” means (i) the willful and continued failure of the Participant to substantially perform the Participant’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Company, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or one of its subsidiaries.
| (iv) | If a “Change in Control” of the Company occurs during the Period of Restriction and the Participant has remained in employment with the Company or any of its subsidiaries through the date such “Change in Control” occurs: |
(c) | Except as contemplated in Section 2(a) or 2(b), the Award Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated during the Period of Restriction; provided, however, that this Section 2(c) shall not prevent transfers by will or by the applicable laws of descent and distribution. |
Any Award Shares issued in book-entry or electronic form shall be subject to the following legend, and any certificate(s) evidencing the Award Shares shall bear the following legend, during the Period of Restriction:
The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer set forth in the Atlantic Union Bankshares Corporation 2025 Stock and Incentive Plan, in the rules and administrative procedures adopted pursuant to such Plan, and in a Restricted Stock Agreement dated as of the Award Date.
A copy of the Plan, such rules and procedures, and such restricted stock agreement may be obtained from the Equity Plan Administrator of Atlantic Union Bankshares Corporation.
Atlantic Union Bankshares Corporation
Attention: Equity Plan Administrator
▇▇▇▇ ▇▇▇ ▇▇▇▇
Glen Allen, Virginia 23060
Subject to Section 16, any notice to the Participant required under or relating to this Agreement shall be in writing and addressed to the Participant at his address as it appears on the records of the Company.
To evidence their agreement to the terms, conditions and restrictions hereof, the Company and the Participant have signed this Agreement, either manually or by means of electronic or digital signatures, which shall have the same force and effect as manual signatures. Participant acknowledges and agrees that accepting this Agreement through the online grant acceptance screen designated by the Company for the Plan has the effect of affixing Participant’s electronic signature to this Agreement as of the Award Date.
ATLANTIC UNION BANKSHARES CORPORATION
By: _________________________Date: <<GRANT DATE>>
<<OFFICER NAME>>
<<OFFICER TITLE>>