Form of Restricted Stock Award for Independent Directors under the 2019 Equity Compensation Plan

Contract Categories: Business Finance - Stock Agreements
EX-10.1 2 mrln101.htm EX-10.1 mrln101
The Board of Directors
of Marlin Business Services
Corp. has determined to
grant to you a
stock award for shares
of common stock of Marlin Business Services Corp. (the “Company”) under the Marlin Business Services Corp.
2019 Equity Compensation Plan (the “Plan”). The terms of the grant are set forth
in the Stock Award
(the “Agreement”)
provided to
you. The
following provides
a summary
of the
key terms
of the
however, you
should read
the entire
Agreement, along
with the
terms of
the Plan,
to fully
understand the
Date of Grant:
Number of Shares Granted:
The Shares shall fully
vest on the earlier of (i)
[seven years from the
grant date] and (ii) six
months following
the Grantee's
termination of
service on
the Board
of Directors
of the
AGREEMENT, dated as of ____________ (the “Date of Grant”), is
delivered by
Marlin Business Services Corp. (the “Company”) to ____________ (the “Grantee”).
The Marlin Business Services Corp.
2019 Equity Compensation Plan
(the “Plan”) provides for the
of stock awards in accordance with the terms and conditions of the Plan.
The Board of
Directors of
the Company (the
“Board”) has
decided to make
a stock
award grant as
inducement for the Grantee to promote
the best interests of the Company and
its shareholders and the terms and
conditions of such stock
award shall be memorialized
in this Stock
Award Agreement
(this “Agreement”). The
Grantee may receive a copy of the Plan by contacting ____________, at ____________.
THEREFORE, the terms and conditions of this Agreement are as follows:
1. Stock Award
Grant. Subject
to the
terms and
conditions set
forth in
this Agreement
and the
Plan, the
Board hereby
grants the
Grantee ____________
shares of
common stock
of the
Company, subject
to the
restrictions set forth
below and in
the Plan (“Restricted
Shares of Restricted
Stock may not
be transferred
by the Grantee
or subjected to
any security interest
until the shares
have become vested
pursuant to this
and the Plan.
2. Vesting
and Nonassignability of Restricted Stock.
(a) The
shares of Restricted Stock
shall become fully vested,
and the restrictions described
in Paragraphs 2(b)
and 2(c)
shall lapse,
on [seven
years from
the grant
date] (the
Date”), if
the Grantee
continues to
member of the board of the Company from the Date of Grant to the applicable Vesting
If the Grantee’s
service with the
Company as a
non-employee director on
the Board terminates
for any
reason before the
Restricted Stock
is fully vested,
the shares of
Restricted Stock that
are not then
vested shall
fully vest six months following the Grantee's termination of service on the Board.
During the period
before the
shares of Restricted
Stock vest
(the “Restriction Period”),
the non-vested
Restricted Stock may
not be sold,
assigned, transferred, pledged
or otherwise disposed
of by the
Grantee. Any
attempt to sell, assign,
transfer, pledge or
otherwise dispose of the
shares contrary to the
provisions hereof, and
the levy of any execution, attachment or similar process upon the shares, shall be null, void and without effect.
3. Issuance of Certificates.
(a) Stock
certificates representing the Restricted Stock may be
issued by the Company and held in escrow by
the Company until
the Restricted Stock
vests, or the
Company may hold
non-certificated restricted shares
the Restricted Stock
vests. During the
Restriction Period, the
Grantee shall receive
any cash dividends
with respect
to the shares of Restricted Stock, may vote the shares of Restricted Stock and may participate in any distribution
pursuant to a
plan of dissolution
or complete liquidation
of the Company. In the
event of a
dividend or distribution
payable in stock or other property or a reclassification, split up or
similar event during the Restriction Period, the
shares or
other property
issued or
declared with
respect to
the non
-vested shares
of Restricted
Stock shall
subject to the same terms and conditions relating to vesting as the shares to which they relate.
When the Grantee obtains a vested right to shares of Restricted Stock,
vested shares shall be issued to the
Grantee (either in certificated
or non-certificated form, in the
Company's discretion), free of
the restrictions under
Section 2 of this Agreement.
The obligation of the Company to deliver shares upon the vesting of the Restricted Stock shall be subject
to all applicable
laws, rules, and
regulations and such
approvals by governmental
agencies as may
be deemed
appropriate to comply with relevant securities laws and regulations.
4. Change of
Control. The
provisions of
the Plan
applicable to
a Change
of Control
shall apply
to the
Restricted Stock, and,
in the event
of a Change
of Control, the
Board may take
such actions as
it deems appropriate
pursuant to the Plan.
5. Grant Subject
to Plan
Provisions. This
grant is
made pursuant
to the
Plan, the
terms of
which are
incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan. The grant is
subject to interpretations,
regulations and determinations
concerning the Plan
established from time
to time by
the Board in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i)
rights and obligations with respect to withholding taxes, (ii) the registration, qualification
or listing of the shares,
(iii) changes in
capitalization of the
Company, and
(iv) other requirements
of applicable law.
The Board shall
have the authority to interpret and construe
the grant pursuant to the terms
of the Plan, and its decisions shall
conclusive as to any questions arising
hereunder. By accepting this
grant, the Grantee agrees to be
bound by the
terms of the Plan
and this Agreement
and that all decisions
and determinations of the
Board with respect to
Grant shall be final and binding on the Grantee and the Grantee's beneficiaries.
6. Withholding.
If required by applicable law, the Grantee shall be required to
pay to the Company, or make
other arrangements satisfactory to
the Company to
provide for the payment
of, any federal, state,
local or other
taxes that the Employer is required to withhold with respect to the grant or vesting of the Restricted Stock.
7. Restrictions on Sale or Transfer of Shares.
(a) The
Grantee will not sell, transfer,
pledge, donate, assign, mortgage, hypothecate or otherwise encumber
the shares underlying this grant
unless the shares are registered
under the Securities Act of 1933,
as amended (the
“Securities Act”) or the Company
is given an opinion of counsel
reasonably acceptable to the Company
that such
registration is not required under the Securities Act.
The Grantee agrees to be bound by the
Company's policies regarding the limitations on the transfer of
shares subject to this grant and
understands that there may be certain
times during the year that the
Grantee will
be prohibited from
selling, transferring, pledging,
donating, assigning, mortgaging,
hypothecating or otherwise
encumbering the shares.
The Grantee also
acknowledges and agrees
that this grant
is subject to
any applicable
clawback, recoupment or other policies relating to shares of common stock of the Company implemented
by the
Board or the Company, as in effect from time to
8. No Employment or Other Rights. This grant shall not confer upon the Grantee any right to be retained by
or in the employ
or service of the
Employer (as defined in
the Plan) and shall
not interfere in any
way with the
right of the Employer to terminate the Grantee's
employment or service at any time. The right of
the Employer to
terminate at will the Grantee's employment or service at any time for any reason is specifically reserved.
9. Assignment by
The rights
and protections
of the
Company hereunder
shall extend
to any
successors or assigns of the Company and to the Company's parents, subsidiaries, and affiliates. This Agreement
may be assigned by the Company without the Grantee's consent.
10. Applicable Law.
The validity, construction, interpretation
and effect of this instrument shall be governed
by and construed
in accordance with
the laws of
Commonwealth of Pennsylvania,
without giving effect
to the
conflicts of laws provisions thereof.
11. Notice. Any notice to the Company provided for in
this instrument shall be addressed to the Company in
care of the General Counsel at the corporate
headquarters of the Company, and any notice to the Grantee shall be
addressed to such Grantee at the
current address shown on the payroll
of the Employer, or
to such other address
as the Grantee may designate to the Employer
in writing. Any notice shall be delivered by
hand, sent by telecopy
or enclosed in a properly
sealed envelope addressed as stated
above, registered and deposited, postage prepaid,
a post office regularly maintained by the United States Postal Service.
IN WITNESS WHEREOF, the Company has caused its duly
authorized officer to execute this instrument
effective as of the Date of Grant.