Form of Performance Based Restricted Stock Unit Agreement for Employees Subject to the Amended and Restated Univest 2013 Long-Term Incentive Plan
EX-10.2 3 uvsp033119ex102.htm EXHIBIT 10.2 Exhibit
UNIVEST FINANCIAL CORPORATION
FORM OF PERFORMANCE BASED RESTRICTED STOCK UNIT AGREEMENT
This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”) is entered into and becomes effective as of the [Date], by and between UNIVEST FINANCIAL CORPORATION (the "Corporation") and [Name] (the "Grantee").
W I T N E S E T H:
WHEREAS, the Board of Directors of the Corporation (the "Board") adopted the Univest 2013 Long-Term Incentive Plan (the “Plan”), which became effective on April 16, 2013, and is administered by a committee (the "Committee") designated by the Board (all references hereinafter to the Board shall include the Committee); and
WHEREAS, the Board approved an Amended and Restated Plan, which became effective the 5th day of December, 2018, which also allows for the issuance of Restricted Stock Units; and
WHEREAS, pursuant to the terms and conditions of the Plan, the Corporation now desires to grant to the Grantee Restricted Stock Units.; and
WHEREAS, any capitalized terms not defined in this Agreement shall have the same meaning as specified in the Plan.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto do mutually covenant and agree as follows:
I. GRANT OF RESTRICTED STOCK UNITS
The Corporation hereby agrees to issue to Grantee [Number] Restricted Stock Units at no cost to the Grantee, subject to the terms and conditions of this Agreement and the Plan, provided that the Grantee has delivered to the Corporation a signed copy of this Agreement. The amount of Restricted Stock Units granted in this paragraph represents the Target RSUs.
II. VESTING PERIOD
Restricted Stock Units will vest, provided the Grantee remains an employee with the Corporation on [Date] (the “Vesting Date”) based on the Corporation’s three-year performance for the period beginning [Date] (1) as compared to the SNL Small Cap Bank and Thrift Index (“Select Peer Group”), unweighted average Return on
Average Assets (“ROA”) for the members of such Select Peer Group and (2) as compared to a cumulative three-year earnings per share (“EPS”) target. Both criteria are weighted at 50%.
The Board, in its sole discretion, may make adjustments, substitutions or other modifications in the Select Peer Group to reflect changes in the constitution, organization or existence of Select Peer Group members (for example, as the result of a merger or reorganization). The Board, in its sole discretion, may also make adjustments in the actual ROA and EPS results to reflect non-recurring or unusual items (for example, merger charges, branch closure costs, BOLI gains).
Vesting determined based upon the Corporation’s relative performance as detailed below:
[150% of Target]
[50% of Target]
(1) Peer Group ROA
75% or greater
35% - 55%
(2) 3 Year EPS Target
The number of shares that vest will be interpolated between performance levels. No vesting will occur if the three-year average ROAA is less than 50 basis points.
Should a Grantee’s termination of service as an employee of the Corporation be a result of death or disability, unvested Restricted Stock Units shall vest as of the date of death or disability based on “Pro-Rata Calculation” which will be determined based upon the length of grantee’s employment with the Corporation from the date of this Agreement through the date of death or disability as compared to the vesting date. The RSUs to vest shall be determined based on the higher of (a) Target RSUs times the Pro-Rata Calculation or (b) RSUs earned based on actual performance through date of death or disability times the Pro-Rata calculation.
Should Grantee’s termination of service as an employee of the Corporation be a result of voluntary or involuntary termination, whether or not for cause, unvested Restricted Stock Units shall be forfeited to the Corporation by the Grantee at no cost to the Corporation, and the Grantee shall have no further rights with respect to such forfeited Restricted Stock Units.
Should a Grantee’s termination of service as an employee of the Corporation be due to retirement, unvested Restricted Stock Units shall be forfeited to the Corporation by the Grantee at no cost to the Corporation, and the Grantee shall have no further rights with respect to such forfeited Restricted Stock Units. Notwithstanding the foregoing, should any RSUs be unvested at the time of the Grantee’s termination of employment with the
Corporation for retirement in the event that (a) Grantee continuously remains an employee of the Corporation from the date of this Agreement through the Grantee’s Retirement Date (as hereinafter defined), (b) Grantee’s Retirement Date occurs at least one-year from the date of this Agreement, and (c) prior to the Vesting Date, Grantee has not, other than in the ordinary course of performing duties as an employee of the Corporation or as otherwise agreed by the Corporation in writing, engaged in a Competitive Business (as hereinafter defined), directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any relationship or capacity, as determined by the Corporation in its sole discretion, then the Restricted Stock Units will not automatically be forfeited and the Grantee will qualify for vesting of a portion of the Restricted Stock Units based upon the performance criteria set forth herein.
Such vesting, if applicable, will take place on the original Vesting Date and will be determined in the Corporation’s sole discretion on a pro-rata basis based upon the length of Grantee’s employment with the Corporation from the date of this Agreement through the Retirement Date as compared to the Vesting Date. “Retirement Date” shall mean the later to occur of (i) the first day of the month following the Grantee’s sixty-fifth (65th) birthday, or (ii) the date that Grantee actually retires as an employee of the Corporation or its subsidiaries. “Competitive Business” shall mean any financial institution in the commercial or retail banking, insurance or financial services business in competition with the Corporation, or any current or future affiliate or subsidiary, but shall not include the ownership, solely as an investment, of two percent (2%) or less of the outstanding equity securities (measured by value) of any publicly traded bank or financial institution.
Notwithstanding the foregoing, after the date that is six (6) months following the date of the grant and upon a Change in Control, unvested Restricted Stock Units shall become fully vested based on the higher of (a) Target RSUs or (b) RSUs earned based on actual performance.
On or as soon as practicable after the vesting of any Restricted Stock Units, the Corporation shall promptly deliver to the Grantee, either electronically through book-entry at the Corporation’s transfer agent or physically one or more certificates representing whole shares of Common Stock (one share of common stock for each Restricted Stock Unit) ; provided, however, the Corporation shall not be liable to the Grantee, the Grantee's personal representative or the Grantee's successor(s)-in-interest for damages relating to any delays in issuing the certificates, any loss of the certificates or any mistakes or errors in the issuance of the certificate or in the certificates themselves.
RESTRICTED STOCK UNIT HOLDER RIGHTS
As Restricted Stock Units are not shares of the Corporation’s Common Stock, subject to the terms of this Agreement, the Grantee shall have no rights of a shareholder with respect to the Restricted Stock Units including no right to vote. Dividend equivalents attributable to Restricted Stock Units will be credited to a Grantee account and shall be
distributed in cash upon settlement of such Restricted Stock Units. Dividend equivalents will not earn interest and if the Restricted Stock Unit is forfeited for any reason, the Grantee will have no right to such Dividend Equivalent. Upon payment of the vested Restricted Stock Units in shares of Common Stock, the Grantee will obtain full dividend, voting and other rights as a shareholder of the Corporation. Any beneficiary, heir or legatee of the Grantee shall receive the rights herein granted with respect to any vested Restricted Stock Units, subject to the terms and conditions of this Agreement. Any transferee of such rights shares shall agree in writing to be bound by the terms and conditions of this Agreement.
V. NO RIGHTS TO CONTINUED SERVICE
The grant made under the Plan and this Agreement shall not confer on the Grantee any right to continue serving as an employee of the Corporation, and this Agreement shall not be construed in any way to limit the Corporation’s right to terminate or change the terms of the Grantee's service as an employee.
The Grantee shall not sell, transfer, pledge, assign or otherwise encumber any Restricted Stock Units, and the Restricted Stock Units shall not be subject to execution, attachment or similar process.
VII. TAX MATTERS
The Grantee agrees to make appropriate arrangements with the Corporation for satisfaction of any applicable federal, state or local income tax withholding requirements or like requirements, including payment to the Corporation, if requested, upon settlement of any Restricted Stock Units. The Grantee has reviewed with the Grantee’s own tax advisor(s) the federal, state and local tax consequences of acquiring the Restricted Stock Units, and the Grantee is relying solely on such advisor(s) and not on any statements or representations by the Corporation or any of its agents. The Grantee understands and agrees that the Grantee shall be solely responsible for the Grantee’s tax obligations resulting from the transactions contemplated by this Agreement.
Upon the issuance of the Restricted Stock Units, Grantee will make or enter into such written representations, warranties and agreements as the Corporation may reasonably request in order to comply with applicable securities laws or with the Plan.
IX. LEGAL NOTICES
Any legal notice necessary under this Agreement shall be addressed to the Corporation in care of its Secretary at the principal executive office of the Corporation and to the Grantee at the address appearing in the personnel records of the Corporation for such Grantee or to either party at such other address as either party may designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.
X. CHOICE OF LAW
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of Pennsylvania and applicable federal law.
XI. INCORPORATION OF PLAN PROVISIONS
This Agreement is expressly subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of any conflict between any one or more of the provisions of this Agreement and the Plan, the terms of the Plan shall govern.
XII. REPRESENTATIONS OF GRANTEE
The Grantee represents and warrants to the Corporation that the Grantee:
(a) has received, read and understood the Plan and this Agreement and agrees to abide by and be bound by their terms and conditions;
(b) understands that the Grantee’s acquisition of Common Stock as payment for vested Restricted Stock Units is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws, and the Grantee agrees to cooperate with the Corporation to ensure compliance with such laws.
(a) The number of the Restricted Stock Units shall be subject to proportionate and equitable adjustments, consistent with the terms of the Plan, in the event of a change in the number of issued shares of Common Stock resulting from stock splits or reclassifications of shares, or in any like capital adjustments, or the payment of any stock dividends. The Board shall make the adjustments required under this Paragraph XIII, and determinations of the Board as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.
(b) The existence of the Plan and this Agreement shall not affect in any way the right of the Board or the shareholders of the Corporation to make or authorize any adjustment, recapitalization, reorganization, or other change in the Corporation’s capital structure or its business, any merger or consolidation or other transaction involving the Corporation, any issuance of shares of Common Stock or any other securities of the Corporation (including bonds, debentures or shares of preferred stock ahead of or affecting the Common Stock or the rights thereof), the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of the Corporation's assets or business, or any other corporate act or proceeding by or for the Corporation.
XIV. ADMINISTRATION AND AMENDMENT
The Board shall interpret this Agreement and shall prescribe such rules and regulations in connection with the operation of the Agreement as the Board determines in
good faith to be advisable. The Board may unilaterally amend the Plan and this Agreement to the extent necessary for compliance with any changes in applicable tax, securities or other legal requirements. Further, the Board may unilaterally amend or rescind its rules and regulations from time to time, provided such action shall not impair the Grantee’s substantive rights under this Agreement. The good-faith interpretation by the Board of any of the provisions of this Agreement shall be final and binding upon the Corporation and the Grantee.
The headings contained in this Agreement are for convenience only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
XVII. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Corporation and the Grantee with respect to the subject matter hereof and , except as provided in Section XIV, no amendment, modification or waiver of this Agreement, in whole or in part, shall be binding upon the Corporation, unless in writing and signed by an authorized officer of the Corporation.
IN WITNESS WHEREOF, the Corporation, by its duly authorized officer, and the Grantee have executed and delivered this Agreement effective as of the date and year first above written.
UNIVEST FINANCIAL CORPORATION
Chief Financial Officer
GRANTEE ACKNOWLEDGES AND AGREES THAT THE FORFEITURE RESTRICTIONS ON THE RESTRICTED STOCK UNITS SHALL LAPSE, IF AT ALL, ONLY AS EXPRESSLY STATED IN THIS AGREEMENT (NOT THROUGH BEING ISSUED THE RESTRICTED STOCK UNITS).