Citizens Banking Corporation Restricted Stock Agreement (Employee Version)

Summary

This agreement is between Citizens Banking Corporation and an employee (the Grantee) and outlines the terms for granting restricted shares of company stock under the company's Stock Compensation Plan. The shares are subject to transfer restrictions that gradually lapse over four years, provided the employee remains with the company. Restrictions may also lapse upon the employee's death, disability, retirement, or a change in company control. If employment ends before restrictions lapse, unvested shares are forfeited. The agreement also covers tax withholding, shareholder rights, and is governed by Michigan law.

EX-10.22 5 k88649exv10w22.txt FORM OF RESTRICTED STOCK AGREEMENT EXHIBIT 10.22 RESTRICTED STOCK AGREEMENT (EMPLOYEE VERSION) THIS RESTRICTED STOCK AGREEMENT is made the ____ day of ___________, 20___, by and between Citizens Banking Corporation ("Company") and the undersigned ("Grantee"), pursuant to the Citizens Banking Corporation Stock Compensation Plan ("Plan"). Capitalized terms not defined in this Agreement shall have the meanings respectively ascribed to them in the Plan. WHEREAS, the Company desires to encourage the Grantee to make greater efforts on behalf of the Company and its Affiliates to achieve the Company's long-term business plans and objectives and to further identify the interests of Grantee with the interests of the Company's shareholders; WHEREAS, the Company desires to grant this restricted stock award to the Grantee pursuant to the Plan, a copy of which is attached hereto; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed between the parties as follows: 1. GRANT OF RESTRICTED STOCK AWARD. Subject to the terms and conditions hereof, including without limitation the restrictions set forth in Section 2(a) of this Agreement, the Company hereby grants to the Grantee a total of __________ shares of the Company's Common Stock. 2. RESTRICTIONS ON TRANSFER OF SHARES SUBJECT TO AWARD. (a) The shares under the award shall not be transferred, pledged, assigned, or otherwise alienated or hypothecated until the occurrence of the events set forth in this Section 2, at which time such restrictions shall lapse. Except as set forth below, the restrictions on such shares shall lapse as follows, if the Grantee is still employed with the Company or an Affiliate on such dates:

Restrictions shall be deemed to lapse at the close of business on such date. Notwithstanding the foregoing, the restrictions set forth above also shall lapse as follows: (1) immediately upon the Grantee's death or termination of employment due to Disability or Retirement; (2) immediately upon a Change in Control of the Company; or (3) at such time as the Committee may take action to waive the remaining restricted period in its sole discretion. Upon the lapse of such restrictions, the shares under the restricted stock award granted hereunder shall be freely transferable. If the Grantee's employment with the Company or its Affiliates terminates other than under the circumstances described in the next preceding sentence, any portion of the restricted stock award as to which such restrictions have not lapsed at the time of such termination shall be forfeited. (b) Until the lapse of all restrictions provided in Section 2(a) on the shares subject to this restricted stock award, any certificate evidencing the shares subject to the award shall carry the following restrictive legend: 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 Citizens Banking Corporation Stock Compensation Plan (the "Plan"), rules and administrative guidelines adopted pursuant to such Plan and an Agreement dated ____________________. A copy of the Plan, such rules and such Agreement may be obtained from the Secretary of the Company. The Company shall also have the right to place stop transfer instructions on shares which are subject to the restrictions described in Section 2(a). Grantee shall be entitled to removal of such legend and stop transfer instructions at the time or times provided by, and in accordance with, Section 3.05 of the Plan. 3. NON-ASSIGNABILITY OF AWARD. The award hereby granted shall not be transferable. No purported assignment or transfer of this award, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the purported assignee or transferee any interest or right whatsoever. For the avoidance of doubt, the parties acknowledge that this Section 3 applies to the award itself, not to the shares subject to the award, and that the transferability of the shares subject to the award shall be governed by Section 2 of this Agreement. 4. ADJUSTMENTS. In the event of any stock dividend, reclassification, subdivision or combination, or similar transaction affecting the shares covered by this award, the rights of the Grantee are subject to adjustment as provided in Section 6.01 of the Plan to the extent deemed necessary by the Committee. 5. RIGHTS AS SHAREHOLDER. Subject to the restrictions and risk of forfeiture set forth in Section 2, the Grantee shall have all rights of a shareholder (including voting and dividend rights) with respect to the shares subject to the award commencing on the date on which the shares subject to the award are issued. 6. WITHHOLDING. The Grantee authorizes the Company to withhold from his or her compensation to satisfy any income and employment tax withholding obligations in connection 2 with the award. If the Grantee is no longer employed by the Company at the time any applicable taxes are due and must be remitted by the Company, the Grantee agrees to pay applicable taxes to the Company, and the Company may delay removal of the restrictive legend until proper payment of such taxes has been made by the Grantee. The Grantee may satisfy such obligations under this Section 6 by any method authorized under Section 7.06 of the Plan. 7. NOTICES. Every notice relating to this Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Company shall be delivered to the Secretary of the Company at the Company's headquarters. All notices by the Company to the Grantee shall be delivered to the Grantee personally or addressed to the Grantee at the Grantee's last residence address as then contained in the records of the Company or such other address as the Grantee may designate. Either party by notice to the other may designate a different address to which notices shall be addressed. Any notice given by the Company to the Grantee at the Grantee's last designated address shall be effective to bind any other person who shall acquire rights hereunder. 8. GOVERNING LAW. This Agreement (a) shall be governed by and construed in accordance with the laws of the State of Michigan without giving effect to conflict of laws, and (b) is not valid unless it has been manually signed by the Grantee and the Company. 9. PROVISIONS OF PLAN CONTROLLING. The provisions hereof are subject to the terms and provisions of the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall control. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. GRANTEE CITIZENS BANKING CORPORATION By: - ------------------------------------ ---------------------------------- William R. Hartman Its: Chairman, President and Chief Executive Officer 3