REPUBLIC BANCORP, INC. 2005 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

(c)           The Participant shall have all the rights of a shareholder to vote  the Restricted Shares.

(d)           Section 10.10 of the Plan provides that any transfer of Restricted Shares, even after a Vesting Date, must be preceded by a written notice to the Company that allows the Company to take up to 10 days to decide whether to buy the Restricted Shares instead of the Stock being transferred as proposed.

(e)           Until the Vesting Date, the Bank shall hold in escrow all evidence of the Restricted Shares, whether reflected in book-entry registration or a stock certificate or certificates registered in the name of the Participant, and as soon as practicable after the Vesting date the Bank shall release from such escrow all evidence of such ownership, but including a legend reflecting the Plan's restrictions on transfer in Section 10.10 thereof.

(a)           The Participant agrees, as a condition to this Award, not to make an election under Internal Revenue Code Section 83(b) to be taxed at the Grant Date on the Fair Market Value of the Restricted Shares at that time. Rather, Participant acknowledges that taxes will be due on  the Fair Market Value of the Restricted Shares at each Vesting Date.  The Participant must make arrangements sat­isfactory to the Committee to pay to the Company any federal, state or local taxes required to be withheld with respect to the Restricted Shares prior to the Vesting Date. The Participant's acceptance of this Award constitutes the Participant's instruction and authorization to the Company to retain for its own account from the shares to be released from escrow at a Vesting Date the number of shares of Stock having a Fair Market Value at the Vesting Date equal to the amount required to be withheld, unless the Participant timely elects to satisfy the tax withholding in accordance with Section 4(b) below.

(b)           At any time up to and including the day prior to the Vesting Date, the Participant may notify the Company of the Participant's election to pay the tax withholding by one of the means set forth in the withholding election attached hereto an Annex 1, which shall include: (i) pay in cash, or (ii) pay by tendering already-owned shares, or (iii) have taxes withheld from accumulated dividends then due to be paid  and/or other wages, or (iv) some combination of these payment choices.

(a)           Confidentiality.  The Participant acknowledges that Confidential Information (as defined below) is the exclusive property of the Company and except for authorized use in the performance of the Participant's duties on behalf of and for the benefit of the Company, the Participant shall not disclose or use, at any time, in any way, or anywhere, either during or subsequent to employment with the Company, any trade secret or other Confidential Information.  "Confidential Information" means information, not generally known in the industry in which the Company or its subsidiaries is or may be engaged, about the Company's or its subsidiaries, costs, pricing, marketing, ideas, problems, developments, research records, technical data, processes, products, plans for products or service improvement and development, business and strategic plans, financial information, forecasts, customer records and any other information which derives independent economic value, actual or potential, and all other information of a trade secret or confidential nature.  Confidential Information shall not include information which is or becomes generally available to the public other than as a result of a disclosure by the Participant which results in a breach of this Agreement.

(b)           Nonsolicitation of Customers or Employees. The Participant further agrees that during the Participant's employment or service with the Company and for a period of two years following the date of the Participant's Termination of Employment or Service, the Participant shall not (i) solicit or divert or attempt to divert from the Company or its subsidiaries, any customer's business now or at any time during the Participant's employment or service with the Company enjoyed by or specifically targeted by the Company or its subsidiaries; and (ii) directly or indirectly, solicit to employ or engage, offer employment or engagement to, hire, employ or engage any employee or independent contractor of the Company or any of its subsidiaries.

 

(c)           Forfeiture of Award or Profits.  The Company and the Participant each acknowledge and agree that any breach of the covenants in this Section would cause irreparable harm to the Company or its subsidiaries.  In the event of a breach or threatened breach by the Participant of the covenants in this Section, the Company shall be entitled to, in addition to any other legal or equitable remedies available to it, declare the Restricted Shares forfeited.  Any stock certificates representing such Restricted Shares shall be returned to the Company.  The Company and the Participant further agree that upon breach, the Company is entitled to recover, and the Participant will disgorge to the Company, any profits realized from the prior disposition of the Restricted Shares.

(d)           Survival; Other Remedies.  The provisions of this Section shall survive the termination of this Agreement and will be construed as independent of any other provision of this Agreement, and the existence of any claim or cause of action by the Participant against the Company, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants and agreements.  If any provision of this Agreement, including this Section 7, is invalid in part or in whole, it will be deemed to have been amended, whether as to time, area covered or otherwise, as and to the extent required for its validity under applicable law and, as so amended, will be enforceable.  The parties will execute all documents necessary to evidence such amendment.

The Participant acknowledges receipt contemporaneously herewith of a copy of the Plan, and the Participant represents that he is familiar with the terms and provisions thereof and hereby accepts the Award herein subject to all the terms and provisions thereof.  The Participant acknowledges that nothing contained in the Plan or this Agreement shall (a) confer upon the Participant any additional rights to continued employment by the Company or any corporation related to the Company; or (b) interfere in any way with the right of the Company to terminate the Participant's employment or change the Participant's compensation at any time.

The Committee may amend the terms and conditions of this Agreement as provided in the Plan; provided, however, no amendment may impair the rights of the Participant without the consent of the Participant.

This Agreement shall terminate (except with respect to Section 5) upon the earlier of (i) failure of the Participant to execute and return a counter-signed copy of this Agreement to the Company within [____] days after its presentation to Participant; (ii) the forfeiture of the Restricted Shares; (iii) mutual agreement of the parties.

 

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth in the preamble hereto, but actually on the dates set forth below.

 

	REPUBLIC BANCORP, INC.
	By _____________________________________________
	Name: __________________________________________
	Title: ___________________________________________
	_______________________________________________
	Participant
	Presenter's Initials:     ___________
	Date Presented: _______________

 

 

 

 

Method No. 1

 

____

I elect to pay withholding in cash. Attached is a check for __%1 of the value of the shares that are vesting as of the latest close of the market before I submitted this form.  I understand that the Bank will determine the actual market value of the shares at the close of the market on the Vesting Date, and if any more or less tax withholding is due, with reconcile that amount by either issuing me a check for the difference, or taking the additional taxes due from my next paycheck, and I authorize that deduction.

 

Method No. 2

 

____

I elect to pay the taxes due by tendering other shares of stock that I already own.  Attached is a stock certificate, signed on the back to tender, or a stock power to authorize the transfer agent to transfer the shares that I think will be sufficient to pay the withholding, based on the actual market value of the shares at the close of the market on the vesting date, and a ___%2 withholding rate.  If any more or less tax withholding is due, I authorize the Bank to reconcile the value of the shares I have tendered and either issue me a check for the difference, or take the additional taxes due from my next paycheck.

 

Method No. 3

 

____

I authorize the Bank to withhold the taxes related to this vesting of Restricted Stock from my next regular paycheck. I understand that, if one paycheck will not be large enough to cover these taxes and all other regular deductions, the Bank will debit any difference by issuing to me fewer than the total number of vested shares (the number subtracted will depend on the amount of taxes still due and the fair market value of the shares on the vesting date).

 

Method No. 4

 

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2	See footnote 1

 

 

____	I elect a combination of the above methods, as follows  (please describe):________________________________________________________________

________________________________________________________________________