Restricted Share Unit Rescission Agreement between DCP Holding Company and Director
This agreement is between DCP Holding Company and a director who previously received a Restricted Share Unit (RSU) award under the company's 2006 Equity Incentive Plan. Both parties agree to fully rescind the director's 2010 RSU award, making it null and void as if it was never granted. The director voluntarily surrenders any rights to the RSUs or related shares and confirms this decision is made freely. The agreement is effective retroactively to the original grant date.
Exhibit 10.1
RESTRICTED SHARE UNIT RESCISSION AGREEMENT
This Restricted Share Unit (RSU) Rescission Agreement (Agreement) is entered into by and between [director name] (the Director) and DCP Holding Company, an Ohio Corporation (the Company) as of the date executed by both parties, as evidenced below.
RECITALS
1. | Pursuant to the 2006 Dental Care Plus Management Equity Incentive Plan (the Plan), the Director was granted an RSU Award (as defined in the Plan) with a grant date of January 2, 2010, and vesting upon the Directors attendance at a minimum of 75% of the regularly scheduled meetings of the Board of Directors in calendar year 2010 (the 2010 RSU Award). |
2. | The Compensation Committee of the Board of Directors of the Company has determined that all awards of RSUs to directors of the Company, including the Director, made as of January 2, 2010, shall be rescinded in full. |
3. | The Director is willing to agree to the rescission in full of the 2010 RSU Award, and is entering into this Agreement to consent to the rescission of the 2010 RSU Award and to acknowledge that granting such consent is a free and voluntary act. |
AGREEMENT
Now, therefore, the Company and Director hereby agree as follows:
The 2010 RSU Award granted to the Director is hereby rescinded and declared null, void and of no further effect, retroactively effective as of the grant date thereunder. The Director agrees to surrender the RSU Agreement evidencing the 2010 RSU Award to the Company and that the Director shall not be entitled to any RSUs or Class B Shares of the Company based upon the 2010 RSU Award, now or at any time hereafter. The Director also acknowledges that entering into this Agreement and surrendering the 2010 RSU Award is a free and voluntary act.
DCP Holding Company | Director: | |||||||
By: |
| X | ||||||
Title: |
| Printed Name: |
| |||||
Date: |
| Date: |
|