FORM OF AGREEMENT WITH RESPECT TO FORFEITURES OF SHARES COVERED BY PERFORMANCE- BASED RESTRICTED STOCK AWARD
EXHIBIT 10.19
FORM OF AGREEMENT WITH RESPECT TO FORFEITURES OF SHARES COVERED
BY
PERFORMANCE-BASED RESTRICTED STOCK AWARD
AGREEMENT
THIS
AGREEMENT
is made
as of this ____ day of ______________________ 2007 (the “Effective Date”)
between KNBT Bancorp, Inc. (the “Corporation”) and ______________________ (the
“Recipient”).
WHEREAS,
the
Corporation granted to the Recipient on ______________________, 2006 (the “Grant
Date”) a Performance Share Award (the “Award”) covering _____________ shares
(the “Shares”) of the common stock, $0.01 par value per share (the “Common
Stock”), of the Corporation, pursuant to the terms of the 2004 Recognition and
Retention Plan and Trust Agreement (the “Plan”);
WHEREAS,
pursuant
to the terms of the Award, certain performance criteria (the “Targets”) are
required to be satisfied before any of the Shares subject to the Award will
vest;
WHEREAS,
pursuant
to the terms of the Award, in the event the Enhanced Performance Targets (as
such term is defined in the Award) (the “Enhanced Targets”) are achieved, the
number of Shares subject to the Award shall increase to shares;
WHEREAS,
if the
Targets or the Enhanced Targets are achieved, then 60% of the Shares (_____
shares if the Targets are achieved or
if
the
Enhanced Targets are achieved) subject to the Award, subject to any adjustment
thereof as provided by Section 10.01 of the Plan, will vest on the third annual
anniversary of the Grant Date (the “Valuation Date”);
WHEREAS,
if the
Targets or the Enhanced Targets are achieved, then the remaining _____ unearned
Shares or
unearned
Shares if the Enhanced Targets are achieved (the “Remaining Shares”) amounting
to 40% of the Shares awarded (taking into account the increase in the number
of
Shares covered by the Award in the event the Enhanced Targets are achieved),
subject to any adjustment thereof as provided by Section 10.01 of the Plan,
will
be earned pro rata on the fourth and fifth annual anniversaries of the Grant
Date;
WHEREAS,
the
Corporation wishes to pay the Recipient a cash bonus valued on the basis of
the
fair market value of the Remaining Shares on the Valuation Date in exchange
for
the Recipient relinquishing any claims to the Remaining Shares; and
WHEREAS,
the
Recipient is willing to accept the cash bonus in lieu of receiving the Remaining
Shares if the Targets are achieved under the terms of the Award.
NOW,
THEREFORE, in
consideration of the premises and the mutual covenants and conditions
hereinafter set forth, the Corporation and the Recipient do hereby agree as
follows:
1. Bonus.
If
the
Targets or the Enhanced Targets set forth in the Award are achieved and the
Recipient remains employed by the Corporation or a subsidiary thereof on the
Valuation Date, then the Corporation will pay to the Recipient in a lump sum
within five business days of the Valuation Date a cash bonus (the “Bonus”) equal
to the fair market value per share of the Common Stock on the Valuation Date
multiplied by the number of Remaining Shares.
2. Valuation.
For
purposes hereof, the “fair market value” of a share of Common Stock shall be the
closing sale price of a share of Common Stock on the Valuation Date (or, if
such
day is not a trading day in the U.S. markets, on the nearest preceding trading
day), as reported with respect to the principal market (or the composite of
the
markets, if more than one) in which such shares are then traded, or if no such
closing prices are reported, the mean between the high bid and low asked prices
that day on the principal market then in use, or if no such quotations are
available, the price furnished by a professional securities dealer making a
market in such shares selected by the Executive Compensation Committee (the
“Committee”) of the Corporation.
3. Forfeiture.
By
acceptance of and entry into this Agreement, the Recipient forgoes any claim
to
receive the Remaining Shares even if the Targets are achieved.
4. Withholding.
The
Corporation, in its discretion, may withhold from the Bonus made to the
Recipient sufficient amounts to cover any applicable withholding and employment
taxes with respect to the Award as well as the Bonus.
5. Non-transferability.
The
Bonus
granted hereby to the Recipient may not be sold, assigned, transferred, pledged,
or otherwise encumbered or disposed of prior to the time that it is earned
and
distributed pursuant to the terms of this Agreement.
6. Administration.
The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee. Any interpretation of the Agreement
by the Committee and any decision made by it with respect to the Agreement
are
final and binding (in the absence of action by the Board of Directors of
the
Corporation) on the Recipient and the Recipient’s heirs, executors,
administrators and successors.
7. Not
an Employment Contract.
This
Agreement will not confer on the Recipient any right with respect to continuance
of employment or other service with the Corporation or any subsidiary thereof,
nor will it interfere in any way with any right the Corporation or any
subsidiary thereof would otherwise have to terminate or modify the terms of
the
Recipient’s employment or other service at any time.
8. Severability.
Should
any provision of this Agreement be held by a court of competent jurisdiction
to
be unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full
force
in accordance with their terms.
9. Governing
Law.
Except
to the extent pre-empted by federal law, this Agreement shall be governed by
the
laws of the Commonwealth of Pennsylvania.
10. Amendment.
This
Agreement may be amended by written agreement of the Recipient and the
Corporation, without the consent of any other person.
IN
WITNESS WHEREOF,
the
Corporation has caused this Agreement to be executed by its duly authorized
officer, and the Recipient has hereunto set his or her hand, all as of the
day
first above written.
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ATTEST:
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KEYSTONE
NAZARETH BANK
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&
TRUST COMPANY
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BY:
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BY:
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Name:
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▇. ▇▇▇▇▇▇
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Name:
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▇. ▇▇▇▇▇▇▇
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Title:
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Corporate
Secretary
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Title:
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Chairman
of the Board
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[Seal]
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[NAME
OF RECIPIENT]
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[Name]
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