RESTRICTED STOCK AGREEMENT

 

 

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”), effective as of _________ 20XX (the “Effective Date”), is between SCBT FINANCIAL CORPORATION, a South Carolina corporation (the “Corporation”), and __________, an individual residing in ______County, South Carolina (“Employee”).

 

Section 1.  Purpose. The purpose of this Agreement is to award (the “Award”) to Employee restricted shares of Common Stock, par value $2.50 per share, of the Corporation (“Common Stock”) pursuant to the 2004 SCBT Financial Corporation Stock Incentive Plan, a copy of which is attached as Exhibit A (the “Plan”). This Award is made to recognize and reward Employee for his service to the Corporation or one of its subsidiaries.

 

Section 2.  Award of Restricted Stock. The Corporation hereby awards and issues to Employee _____ shares of Common Stock (the “Shares”) pursuant to the Plan. The Shares shall be duly paid and nonassessable and shall be subject to the restrictions and limitations set forth herein.

 

Section 3.  Restrictions. Prior to the vesting of the Shares, as set forth in Section 4 hereof:

 

(a)  the Shares shall not be transferable and shall not be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of; and

 

(b)  the stock certificate(s) evidencing the Shares shall contain the following legend:

 

“The shares represented by this certificate are subject to the terms of a Restricted Stock Agreement effective as of ________ 20XX, a copy of which is available at the principal office of the corporation.”

 

Except as expressly stated herein, Employee shall have all rights as a shareholder with respect to the Shares, commencing as of the date of issuance thereof and continuing for so long as Employee remains the record owner of the Shares, including the right to receive dividends in cash or other property and other distributions or rights in respect of the Shares and to vote the Shares as the record owner thereof.

 

Section 4.  Vesting. The restrictions described in Section 3 shall lapse and the Shares shall vest in Employee on the following dates:

 

(a)  on the first anniversary of the Effective Date, to the extent of ____ Shares;

 

(b)  on the second anniversary of the Effective Date, to the extent of ____ Shares;

 

(c)  on the third anniversary of the Effective Date, to the extent of ____ Shares;

(d)  on the fourth anniversary of the Effective Date, to the extent of any and all unvested Shares as of such date; and

 

(e)  at any time immediately prior to consummation of a Change of Control (as defined in the Plan) or in the event of Employee’s death, to the extent of any and all unvested Shares as of such time.

 

 

 

 

Upon the vesting of any Shares, Employee shall be entitled to receive replacement stock certificate(s) evidencing such vested Shares and such certificate(s) shall not contain the legend set forth in Section 3(b). However, any replacement stock certificate(s) issued to an employee who is a director or an executive officer of the Corporation shall bear the following legend:

 

“The registered holder of the shares represented by this certificate, at the time of issuance hereof, may be deemed to be an affiliate of the Corporation under the Securities Act of 1933. Such securities may not be sold, offered for sale, pledged, hypothecated or transferred in the absence of an effective registration statement covering such transaction under such laws or an opinion of counsel satisfactory to the Corporation that such registration is not required.”

 

Section 5.  Forfeiture. If, prior to a Change of Control (as defined in the Plan) occurring after the date of this Agreement or prior to the death of Employee, the employment of Employee with the Corporation and its subsidiaries terminates for any reason (other than due to the death of Employee), all of the Shares that are not vested under Section 4 as of the date of termination shall be forfeited to the Corporation (such event being referred to herein as a “Forfeiture Event”). Upon the occurrence of a Forfeiture Event, Employee shall return for cancellation all stock certificates representing unvested Shares, and irrespective of whether such stock certificates are so returned and cancelled, all unvested Shares shall automatically, without further action, be cancelled and shall no longer be issued and outstanding.

 

Section 6.  Taxes.

 

(a)  If Employee properly elects, within 30 days of the date on which he acquires the Shares, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the date of issuance) of the Shares granted pursuant to this Agreement, Employee shall pay to the Corporation, in the year of this Agreement, all federal, state and local taxes required to be withheld with respect to the grant of the Shares. If Employee fails to make such tax payments as required, the Corporation shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Employee all federal, state and local taxes of any kind required by law to be withheld with respect to the Shares.

 

(b)  If Employee does not make the election described in subparagraph (a) of this section, he shall, on the date as to which the restrictions described in Section 3 shall lapse as to any Shares, pay to the Corporation all federal, state and local taxes of any kind required by law to be withheld with respect to such vested Shares. If Employee fails to make such payments as required, the Corporation shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Employee all federal, state and local taxes of any kind required by law to be withheld with respect to such vested Shares.

 

 

 

 

Section 7.  Miscellaneous.

 

(a)  This Agreement shall be construed, administered and governed in all respects under and by the applicable internal laws of the State of South Carolina, without giving effect to the principles of conflicts of laws thereof.

 

(b)  This Agreement expresses the entire agreement between the parties hereto and supersedes any prior or contemporaneous written or oral understanding or agreement regarding the subject matter hereof. This Agreement may not be modified, amended, supplemented or waived except by a writing signed by the parties hereto, and such writing must refer specifically to this Agreement.

 

(c)  This Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the heirs, successors and assigns of the parties hereto; provided, however, that this provision shall not permit any assignment in contravention of the terms contained elsewhere herein.

 

(d)  Nothing in this Agreement shall confer on Employee any right to continue in the employ of the Corporation or any of its subsidiaries.

 

(e) This Agreement is made pursuant to and is subject to the terms and conditions of the Plan, which is incorporated herein by reference.

IN WITNESS WHEREOF, this Agreement has been duly executed and has an effective date of the ____ day of ________ 20XX.