FIRST BANCORP RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10.u
FIRST
BANCORP
2007 EQUITY
PLAN
THIS RESTRICTED STOCK AWARD
AGREEMENT (this “Agreement”), made
effective as of ____________, _____
(the “Grant
Date”), is by and between _____________________
(the “Participant”) and
First Bancorp (the “Company”).
BACKGROUND
STATEMENT
The
Company maintains the First Bancorp 2007 Equity Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement, and the Participant has
been selected by the Compensation Committee of the Company’s Board of Directors,
which administers the Plan (the “Committee”), to
receive the Awards specified in this Agreement pursuant to the
Plan. On the Grant Date, the Participant was granted the Awards
described herein under the Plan and to be evidenced by this Agreement, which may
be physically executed and delivered after the Grant Date.
NOW, THEREFORE, IT IS AGREED,
by and between the Company and the Participant, as follows:
1.
Grant of
Restricted Stock Award. Pursuant to the Plan, the Company
hereby grants to the Participant, as of the Grant Date, a Restricted Stock Award
(the “Award”)
for ____________ Shares of Company Stock (the “Shares”), subject to,
and in accordance with, the terms and conditions set forth in this Agreement and
the Plan. The Award and this Agreement are subject to all of the
terms and conditions of the Plan, which terms and conditions are hereby
incorporated by reference, and, except as otherwise expressly set forth herein,
the capitalized terms used in this Agreement shall have the same definitions as
set forth in the Plan.
2.
Restriction
Period.
(a) Subject
to earlier vesting or forfeiture as hereinafter provided, the Awards shall vest
as follows:
[Vesting
Schedule]
(b) The
Committee has sole authority to determine whether and to what degree the Award
has vested.
3. Forfeiture
of Award. Except as may be otherwise provided in the Plan, in
the event of the Participant’s Termination, if the Participant has not yet
earned all or part of the Award pursuant to Section 2, then the Award, to the
extent not earned as of the date of Participant’s Termination, shall be
forfeited immediately upon such Termination, and the Participant shall have no
further rights with respect to the Award or the Shares underlying that portion
of the Award that has not yet been earned and vested. The Participant expressly
acknowledges and agrees that Participant’s Termination shall result in
forfeiture of the Award and the Shares to the extent the Award has not been
earned and vested as of the date of his or her Termination.
4.
Settlement
of Award. The Award shall be payable in whole
shares of Company Stock.
5.
Nontransferability
of Award and Shares. The Award shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than by will or
the laws of intestate succession. The designation of a beneficiary does not
constitute a transfer. The Participant shall not sell, transfer, assign, pledge
or otherwise encumber the Shares subject to the Award until the Restriction
Period has expired and all conditions to vesting and transfer have been
met.
6.
Beneficiary
Designation. Each Participant may name a beneficiary or
beneficiaries to receive any vested Award that is unpaid at the Participant’s
death. Unless otherwise provided in the beneficiary designation, each
designation will revoke all prior designations made by the same Participant,
must be made on a form prescribed by the Committee and will be effective only
when filed in writing with the Committee. If a Participant has not
made an effective beneficiary designation, the deceased Participant’s
beneficiary will be the Participant’s surviving spouse or, if none, the deceased
Participant’s estate. The identity of a Participant’s designated
beneficiary will be based only on the information included in the latest
beneficiary designation form completed by the Participant and will not be
inferred from any other evidence.
7.
Administration. The
authority to manage and control the operation and administration of this
Agreement shall be vested in the Committee, which shall have all powers with
respect to this Agreement as it has with respect to the Plan (to the fullest
extent permitted by the Plan). Any interpretation of the Agreement by
the Committee and any decision made by it with respect to the Agreement is final
and binding on all persons.
8.
Plan
Governs. Notwithstanding anything in this Agreement to the
contrary, the terms of this Agreement shall be subject to the terms of the Plan,
a copy of which is attached hereto. This Agreement is subject to all
interpretations, amendments, rules and regulations promulgated by the Committee
from time to time pursuant to the Plan. If and to the extent of a
conflict between this Agreement and the terms of the Plan, the terms of the Plan
will govern.
9.
No Right
to Employment. None of the actions of the Company in
establishing the Plan, the actions taken by the Company, the Board or the
Committee under the Plan, or the granting of any Award pursuant to this
Agreement shall be deemed (a) to create any obligation on the part of the
Company or any Subsidiary to retain the Participant in the employ of, or
continue the provision of services to, the Company or any Subsidiary, or (b) to
be evidence of any agreement or understanding, express or implied, that the
Participant has a right to continue as an employee for any period of time or at
any particular rate of compensation.
10.
Certificates
for Shares; Rights as Shareholder. The Shares underlying the
Award will be represented in a book entry account in the name of the
Participant. The Participant shall be entitled to receive dividends during the
Restriction Period and shall have the right to vote such Shares and shall have
all other Shareholder rights, with the exception that (i) unless otherwise
provided by the Committee, if any dividends are paid with respect to the Shares
in shares of Company Stock, those shares will be subject to the same
restrictions as the Shares, (ii) the Participant will not be entitled to
delivery of any stock certificate evidencing the Shares underlying the Award
during the Restriction Period, (iii) the Company will retain custody of the
Shares underlying the Award during the Restriction Period, and (iv) a breach of
a restriction or a breach of the terms and conditions of this Agreement or the
Plan will cause a forfeiture of the Award.
11.
Tax
Withholding. The Company shall have the power and the right to deduct or
withhold, or require a Participant to remit to the Company, the minimum
statutory amount to satisfy federal, state and local taxes required by law or
regulation to be withheld with respect to any taxable event arising as a result
of the grant of the Award and delivery of the Shares. With respect to
withholding required upon any taxable event arising as a result of an Award
granted hereunder, a Participant may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold shares of Company Stock having a Fair Market Value
on the date the tax is to be determined equal to the minimum statutory total tax
that could be imposed on the transaction. All such elections shall be
irrevocable, made in writing and signed by the Participant, and shall be subject
to any restrictions or limitations that the Committee, in its sole discretion,
deems appropriate.
12.
Notices. Any
written notices provided for in this Agreement or the Plan shall be in writing
and shall be deemed sufficiently given if either hand delivered or if sent by
fax or overnight courier, or by postage paid first-class
mail. Notices sent by mail shall be deemed received three business
days after mailing but in no event later than the date of actual
receipt. Notices shall be directed, if to the Participant, at the
Participant’s address indicated by the Company’s records, or if to the Company,
at the Company’s corporate headquarters.
13.
Amendment. Subject
to the terms of the Plan, this Agreement may be amended or modified by (i)
unilateral action of the Committee or (ii) written agreement of the Participant
and the Company, in each case without the consent of any other
person.
14.
Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
15.
Severability. The
provisions of this Agreement are severable and if any one or more provisions may
be determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
16.
Counterparts;
Further Instruments. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. The
parties
hereto
agree to execute such further instruments and to take such further action as may
be reasonably necessary to carry out the purposes and intent of this
Agreement.
17.
EESA
Limitations. The Company has participated in the Capital
Purchase Program (the “Program”) established
by the U.S. Department of the Treasury (the “Treasury”) pursuant
to the Emergency Economic Stabilization Act of 2008, as amended by the American
Recovery and Reinvestment Act of 2009 (“EESA”). Notwithstanding
any other provision of this Agreement to the contrary, the Participant
acknowledges and understands that this Agreement shall be administered,
interpreted and construed and, if and where applicable, benefits provided
hereunder, including where applicable vesting and/or transferability, shall be
liited, deferred, forfeited and/or subject to repayment to the Company in
accordance with EESA, as amended from time to time, to the extent legally
applicable with respect to the participant, as determined by the Committee in
its discretion, including without limitation the clawback, the bonus prohibition
and the golden parachute prohibitions thereof.
IN WITNESS WHEREOF, the
Participant has executed this Agreement, and the Company has caused this
Agreement to be executed in its name and on its behalf, effective as of the
Grant Date.
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Participant:
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Name:
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FIRST
BANCORP
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By:
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Its:
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