SUSQUEHANNA BANCSHARES, INC. 2013 OMNIBUS EQUITY COMPENSATION PLAN RESTRICTED STOCK UNIT SUMMARY OF GRANT

Contract Categories: Business Finance - Stock Agreements
EX-10.2 2 q22013edgarfiles-Exhibit1.htm EXHIBIT 10.2  

  

Exhibit 10.2

 

SUSQUEHANNA BANCSHARES, INC.

2013 OMNIBUS EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT SUMMARY OF GRANT

Susquehanna Bancshares, Inc., a Pennsylvania corporation (the “Company”), pursuant to its 2013 Omnibus Equity Compensation Plan (the “Plan”), hereby grants to the individual listed below (the “Participant”), this Restricted Stock Unit grant representing the number of Restricted Stock Units set forth below (the “Restricted Stock Units”) that may become vested as set forth below.  The Restricted Stock Units are subject in all respects to the terms and conditions set forth herein, in the Restricted Stock Unit Grant Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Grant Agreement”) and the Plan, each of which is incorporated herein by reference and made part hereof.  Unless otherwise defined herein, capitalized terms used in this Restricted Stock Unit Summary of Grant (the “Summary of Grant”) and the Restricted Stock Unit Grant Agreement will have the meanings set forth in the Plan. 

Participant:                                           [__]

Date of Grant:                                      [__]

Restricted Stock Unit Award:            [__] Restricted Stock Units

Vesting Schedule:                                Except as set forth herein, the Restricted Stock Units will vest [one third (1/3rd)] on each of [first, second and third anniversaries of the Date of Grant] (each a “Vesting Date”), provided that (i) the Participant continues to be employed by, or provide service to, the Employer through the applicable Vesting Date [and (ii) the Company Profit Trigger (as defined below) is achieved].

Company Profit Trigger:                    Except as set forth below, the Restricted Stock Units shall only vest on the applicable Vesting Date if the Company generates enough net income (determined in accordance with GAAP) to cover normal quarterly dividends of the Company (excluding any special dividends) for the calendar year immediately preceding the calendar year in which the applicable Vesting Date occurs (the “Company Profit Trigger”), as determined be the Committee in its sole discretion.  For purposes of the Restricted Stock Unit Grant Agreement, the normal quarterly dividend rate for the applicable calendar year is equal to four times the dividend rate for the highest quarter of the calendar year immediately preceding the calendar year in which the applicable Vesting Date occurs, excluding any special dividends in all instances.  If the Company Profit Trigger is not achieved for the applicable Vesting Date, the portion of the Restricted Stock Units subject to vesting on the applicable Vesting Date shall be cancelled and the Participant shall cease to have any right or entitlement to receive any shares of Company Stock under the Summary of Grant with respect to the cancelled Restricted Stock Units.

Vesting Upon Death, Disability

or Certain Termination Events:        In the event the Participant ceases to be employed by, or provide service to, the Employer, on account of (i) the Participant’s death, (ii) the Participant’s Disability, [(iii) involuntary termination by the Employer without Cause (as defined in the [Plan] [written Employment Agreement between the Company and the Participant]), or (iv) a resignation by the Participant due to Adverse Change (as defined in the written Employment Agreement between the Company and the Participant)], the vesting of the Restricted Stock Units shall accelerate and vest in full on the first to occur of the foregoing events, without regard to whether the Company Profit Trigger has been achieved.

Vesting Upon Early or Normal

 

 

 

  

Retirement:                                           In the event the Participant ceases to be employed by, or provide service to, the Employer due to the Participant’s Early or Normal Retirement (as defined by the Company’s Cash Balance Pension Plan), the Restricted Stock Units that have not vested shall continue to vest on each applicable Vesting Date following the Participant’s Early or Normal Retirement; [provided that the Company Profit Trigger is achieved for the applicable Vesting Date.]

Vesting Upon Change of Control:    In the event a Change of Control occurs while the Participant is employed by, or providing service to, the Employer, the Restricted Stock Units shall accelerate and vest in full upon the Change of Control, [without regard to whether the Company Profit Trigger has been achieved.]

Issuance Schedule:                             The Participant will receive a distribution with respect to the Restricted Stock Units that become vested pursuant to this Restricted Stock Unit Grant Agreement, if any, within sixty (60) days following the date the Restricted Stock Units become vested in accordance with Section 2 of the Restricted Stock Unit Grant Agreement (the “Payment Date”); provided, however, that such distribution will be made not later than March 15 of the fiscal year following the fiscal year in which such Restricted Stock Units vest. Distribution will be made with respect to the Restricted Stock Units on the Payment Date in shares of Company Stock, with each Restricted Stock Unit vested equivalent to one share of Company Stock.  In no event will any fractional shares of Company Stock be issued.  Except as set forth herein or as otherwise determined by the Committee, the Participant must be employed by the Employer on the Vesting Date in order to vest in the Restricted Stock Units.

  

 

 

 

  

Participant Acceptance:       

By signing the acknowledgement below, the Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Grant Agreement and this Summary of Grant and accepts the Restricted Stock Units following the date of the Company’s notification to the Participant of the grant of the Restricted Stock Units (the “Notification Date”).  The Participant accepts as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under the Plan, this Summary of Grant or the Restricted Stock Unit Grant Agreement. 

The Participant acknowledges delivery of the Plan and the Plan prospectus together this with this Summary of Grant and the Restricted Stock Unit Grant Agreement.  Additional copies of the Plan and the Plan prospectus are available at the intranet site at [_] or by contacting the Company’s Human Resources Department at [__].   

                                                                                    Agreed and accepted:

 

 

                                                                                                                                                           

                                                                                    Participant 

 

 

                                                                                                                                                           

Date

 

 

 

 

 

 

  

EXHIBIT A

SUSQUEHANNA BANCSHARES, INC.

RESTRICTED STOCK UNIT GRANT AGREEMENT

(Pursuant to the 2013 Omnibus Equity Compensation Plan)

This Restricted Stock Unit Grant Agreement (this “Agreement”) is delivered by Susquehanna Bancshares, Inc., a Pennsylvania corporation (the “Company”), pursuant to the Summary of Grant delivered with this Agreement to the individual named in the Summary of Grant (the “Participant”).  The Summary of Grant, which specifies the Participant, the date as of which the grant is made (the “Date of Grant”), the vesting schedule and other specific details of the grant is incorporated herein by reference.

1.                  Grant of Restricted Stock Units.  Upon the terms and conditions set forth in this Agreement and in the Company’s 2013 Omnibus Equity Compensation Plan (the “Plan”), the Company hereby grants to the Participant the number of restricted stock units set forth in the Summary of Grant (the “Restricted Stock Units”). The Participant hereby acknowledges [the restrictive covenant provisions set forth in Section 10 of this Agreement and] the receipt of a copy of the official prospectus for the Plan. Copies of the Plan and the official Plan prospectus are available on the Company’s intranet site at [__] or by contacting the Company’s Human Resources Department at [__].  Each Restricted Stock Unit will entitle the Participant to receive, at such time as is determined in accordance with the provisions of this Agreement, one fully paid, non-assessable share of common stock of the Company (the “Company Stock”).  This Agreement is made pursuant to the Plan and is subject in its entirety to all applicable provisions of the Plan.  Capitalized terms used herein and not otherwise defined will have the meanings set forth in the Plan.  The Participant agrees to be bound by all of the terms and conditions of the Plan.

2.                  Vesting of Restricted Stock Units.   

(a)                The Restricted Stock Units will become vested as set forth in the Summary of Grant, provided that the Participant continues to be employed by, or provide service to, the Employer through the Vesting Date (as defined in the Summary of Grant). 

(b)               Except as set forth in the Summary of Grant, if the Participant ceases to be employed by, or provide service to, the Employer for any reason prior to the Vesting Date, the Participant will forfeit all rights to receive shares of Company Stock hereunder and the Participant will not have any rights with respect to any portion of the shares of Company Stock that have not yet become vested as of the date the Participant ceases to be employed by, or provide service to, the Employer.

3.                  Issuance of Company Stock.  One share of Company Stock will be issued to the Participant for each vested Restricted Stock Unit in accordance with the Issuance Schedule set forth in the Summary of Grant. Any Restricted Stock Units not vested will be forfeited.  In no event will any fractional shares of Company Stock be issued.  Accordingly, the total number of shares of Company Stock to be issued pursuant to this Agreement will, to the extent necessary, be rounded down to the next whole share of Company Stock in order to avoid the issuance of a fractional share.

4.                  Tax Consequences.   

(a)                The Participant acknowledges that the Company has not advised the Participant regarding the Participant’s income tax liability in connection with the grant or vesting of the Restricted Stock Units and

 

 

 

  

the delivery of shares of Company Stock in connection therewith.  The Participant has reviewed with the Participant’s own tax advisors the federal, state, and local and tax consequences of the grant and vesting of the Restricted Stock Units and the delivery of shares of Company Stock in connection therewith as contemplated by this Agreement.  The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.  The Participant understands that the Participant (and not the Company) will be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

(b)               Unless the Committee provides otherwise, the number of shares of Company Stock issued to the Participant with respect to the Restricted Stock Units will be reduced by a number of shares of Company Stock sufficient to satisfy the amount of any federal, state or local income and employment taxes associated with the issuance of shares of Company Stock.  Notwithstanding the foregoing, the Employer may require that the Participant receiving any distribution or payment hereunder pay to the Employer the amount of any federal, state or local income and employment taxes that the Employer is required to withhold with respect to such payment, or the Employer may deduct from other compensation paid by the Employer the amount of any federal, state or local income and employment taxes due with respect to the Restricted Stock Units.  In no event will the amount of withholding exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

5.                  Rights of Participant.   

(a)                Prior to the issuance, if any, of shares of Company Stock to the Participant with respect to vested Restricted Stock Units pursuant to the Issuance Schedule set forth in the Summary of Grant, the Participant will not have any rights of a shareholder of the Company on account of the Restricted Stock Units. 

(b)               Notwithstanding the foregoing, if any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities or other property (other than shares of Company Stock), is declared and paid on the outstanding Company Stock prior to the issuance of shares of shares of Company Stock with respect to the vested Restricted Stock Units pursuant to the Issuance Schedule (i.e., those shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account will be established for the Participant and credited with a phantom dividend equal to the actual dividend or distribution which would have been paid on the Restricted Stock Units subject to this Agreement had shares been issued with respect to such Restricted Stock Units and been outstanding and entitled to that dividend or distribution.  The phantom dividend equivalents so credited will vest at the same time as the Restricted Stock Units to which they relate and will be distributed to the Participant (in the same form the actual dividend or distribution was paid to the holders of the Company Stock entitled to that dividend or distribution or in such other form as the Committee deems appropriate) concurrently with the issuance of shares of Company with respect to the vested Restricted Stock Units pursuant the Issuance Schedule set forth in the Summary of Grant.

6.                  Restrictions on Issuance of Company Stock.  The obligation of the Company to deliver shares of Company Stock to the Participant with respect to vested Restricted Stock Units will be subject to the condition that if at any time the Committee will determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Committee. 

 

  

7.                  Recoupment Policy.  The Participant agrees that the Participant will be subject to any compensation, clawback and recoupment policies that may be applicable to the Participant as an employee of the Company, as in effect from time to time and as approved by the Board of Directors, the Committee or a duly authorized committee thereof, whether or not approved before or after the Date of Grant.

8.                  Successors and Assigns.  Except to the extent otherwise provided in this Agreement, the provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns.  During the period prior to the Payment Date, the right to receive shares of Company Stock may not be assigned, transferred, pledged or otherwise disposed of by the Participant, except as permitted under the Plan or by the Committee.  Any attempt to assign, transfer, pledge or otherwise dispose of the right to receive shares of Company Stock contrary to the provisions the Summary of Grant, this Agreement and the Plan, and the levy of any execution, attachment or similar process upon the right to receive the shares, will be null, void and without effect.

9.                  Entire Agreement.  This Agreement contains the entire agreement of the parties with respect to the Restricted Stock Units granted hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought.

10.              Restrictive Covenants.  As a condition of receiving this Agreement, the Participant hereby acknowledges and agrees that during the period in which the Participant is employed by, or providing service to, the Company, and for the [twelve (12) month] period following the date on which the Participant ceases to be employed by, or provide service to, the Company for any reason, the Participant shall comply with the following restrictive covenants.

(a)                Non-Competition.  The Participant shall not, without the Company’s prior written consent, directly for him or herself or any third party, become engaged in any business or activity with a Competitor (as defined below). This provision shall not restrict the Participant from owning or investing in publicly traded securities of financial institutions, so long as the Participant’s aggregate holdings in any financial institution do not exceed ten percent (10%) of the outstanding capital stock of such institution.

(b)               Non-Solicitation of Customers and Prospects.  The Participant shall not solicit any person who was a customer of the Company or any Affiliate during the period of the Participant’s employment or service with the Company or an Affiliate to become a customer of a Competitor, or solicit on behalf of a Competitor potential customers who are or were identified through leads developed during the course of the Participant’s employment or service with the Company or any Affiliate, or otherwise divert or attempt to divert to a Competitor any existing business of the Company or any Affiliate.

(c)                Non-Solicitation of Employees.  The Participant shall not, directly for him or herself or any third party, solicit, induce, recruit or cause another person in the employment of the Company or any Affiliate to terminate his or her employment for the purposes of joining, associating, or becoming employed with any business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by Company or any Affiliate.

(d)               Enforcement.  The Participant understands that in the event of a violation of any provision of this Section, the Company or any Affiliate shall have the right to seek injunctive relief, in addition to any other existing rights provided in the Plan or by operation of law, without the requirement of posting bond.  The remedies provided in this Section shall be in addition to any legal or equitable remedies existing at law or provided for in any other agreement between the Participant, the Company or any Affiliate, and shall not be construed as a limitation upon, or as an alternative or in lieu of, any such remedies.  If any provisions of this

 

 

 

  

Section shall be determined by a court of competent jurisdiction to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined to be reasonable by the court.

(e)                For purposes of this Section, “Affiliate” and “Competitor” shall mean the following:

(i)                 “Affiliate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act if 1934, as amended.

(ii)               “Competitor” means any person (including the Participant), legal entity, business or activity which is in competition with any services or financial products sold, or any business or activity engaged in, by the Company or any Affiliate within an area of one hundred (100) miles of any office or facility of the Company or any Affiliate.

11.              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 will be interpreted in accordance with the Plan.  This grant is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares, (c) changes in capitalization of the Company and (d) other requirements of applicable law.  The Committee will have the authority to interpret and construe this grant pursuant to the terms of the Plan, and its decisions will be conclusive as to any questions arising hereunder.

12.              No Employment or Other Rights.  This Agreement will not confer upon the Participant any right to be retained in the employment of the Company and will not interfere in any way with the right of the Company to terminate the Participant’s employment at any time.  The right of the Company to terminate at will the Participant’s employment at any time for any reason is specifically reserved.

13.              Notice.  Any notice to the Company provided for in this instrument will be addressed to the Company in care of the Corporate Secretary and Counsel at the Company’s corporate headquarters, and any notice to the Participant will be addressed to such Participant at the current address shown on the payroll records of the Company, or to such other address as the Participant may designate to the Company in writing.  Any notice will 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.

14.              Applicable Law.  The validity, construction, interpretation and effect of this Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.

15.              Application of Section 409A of the Code.  This Agreement is intended to comply with section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will in all respects be administered in accordance with section 409A of the Code. The issuance of Company Stock pursuant this Agreement is intended to be subject to a “substantial risk of forfeiture” under section 409A of the Code, and issued within the “short term deferral” exception under such statute following the lapse of the applicable forfeiture condition.  Notwithstanding any provision in this Agreement to the contrary, if the Participant is a “specified employee” (as defined in section 409A of the Code) and it is necessary to postpone the commencement of any payments otherwise payable under this Agreement to prevent any accelerated or additional tax under section 409A of the Code, then the Company will postpone the payment until five (5) days after the end of the six-month period

 

 

 

  

following the original payment date.  If the Participant dies during the postponement period prior to the payment of postponed amount, the amounts withheld on account of section 409A of the Code will be paid to the personal representative of the Participant’s estate within sixty (60) days after the date of the Participant’s death.  The determination of who is a specified employee, including the number and identity of persons considered specified employees and the identification date, will be made by the Board of Directors or its delegate in accordance with the provisions of sections 416(i) and 409A of the Code.  In no event will the Participant, directly or indirectly, designate the calendar year of distribution.  This Agreement may be amended without the consent of the Participant in any respect deemed by the Committee or its delegate to be necessary in order to preserve compliance with section 409A of the Code.