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
 
 
 
 
 
 
MARLIN BUSINESS SERVICES CORP.
2019 EQUITY COMPENSATION
 
PLAN
STOCK AWARD
 
AGREEMENT
 
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
 
Agreement
(the “Agreement”)
 
provided to
 
you. The
 
following provides
 
a summary
 
of the
 
key terms
 
of the
 
Agreement;
however, you
 
should read
 
the entire
 
Agreement, along
 
with the
 
terms of
 
the Plan,
 
to fully
 
understand the
Agreement.
 
SUMMARY OF STOCK AWARD
 
GRANT
Grantee:
 
____________
Date of Grant:
 
____________
Total
 
Number of Shares Granted:
 
____________
Vesting
 
Schedule:
 
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
Company.
 
 
 
 
 
 
 
 
 
 
 
MARLIN BUSINESS SERVICES CORP.
2019 EQUITY COMPENSATION
 
PLAN
STOCK AWARD
 
AGREEMENT
 
This STOCK AWARD
 
AGREEMENT, dated as of ____________ (the “Date of Grant”), is
 
delivered by
Marlin Business Services Corp. (the “Company”) to ____________ (the “Grantee”).
 
RECITALS
A.
 
The Marlin Business Services Corp.
 
2019 Equity Compensation Plan
 
(the “Plan”) provides for the
 
grant
of stock awards in accordance with the terms and conditions of the Plan.
 
B.
 
The Board of
 
Directors of
 
the Company (the
 
“Board”) has
 
decided to make
 
a stock
 
award grant as
 
an
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 ____________.
 
NOW,
 
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
 
Stock”).
 
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
 
Agreement
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
 
“Vesting
 
Date”), if
 
the Grantee
 
continues to
 
a
member of the board of the Company from the Date of Grant to the applicable Vesting
 
Date.
 
(b)
 
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.
 
(c)
 
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
 
until
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
 
be
subject to the same terms and conditions relating to vesting as the shares to which they relate.
 
(b)
 
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.
 
(c)
 
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
 
be
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
 
the
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.
 
(b)
 
The Grantee agrees to be bound by the
 
Company's policies regarding the limitations on the transfer of
 
the
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
 
time.
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
 
Company.
 
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,
 
in
a post office regularly maintained by the United States Postal Service.
[SIGNATURE
 
PAGE
 
FOLLOWS]
 
 
 
 
 
IN WITNESS WHEREOF, the Company has caused its duly
 
authorized officer to execute this instrument
effective as of the Date of Grant.
MARLIN BUSINESS SERVICES CORP.
 
By:_____________________________
Name:
 
Title: