1. |
Name of Participant:__________________________
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2. |
Name of Participant:__________________________
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3. |
Total number of Restricted Stock Units covered by this Agreement:
(Each Restricted Stock Unit granted is equivalent to the Fair Market Value of one share of the Corporation (“Stock”)) |
4. |
Vesting of Restricted Stock Units.
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4.1 |
General Vesting. Except as otherwise provided in this
Agreement, this Restricted Stock Unit first becomes earned in accordance with the vesting schedule specified herein.
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Vesting Date
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Vested Portion of Award
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4.2 |
Accelerated Vesting Due to Certain Events. As set forth in
Section 9 of this Agreement, vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of
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5. |
Delivery of Earned Shares Following Vesting Date. Subject to the
other terms of this Agreement and the terms of the Plan, any Restricted Stock Units that vest will be paid to the Participant solely in whole shares of Stock (and not in cash, as the Plan permits), generally within ten (10) days following the
applicable vesting date, or as soon as practicable after such vesting date, but in any event, within the period ending on the later to occur of the date that is two and one-half months from the end of (i) the Participant’s tax year that
includes the applicable vesting date or (ii) the Corporation tax year that includes the applicable vesting date.
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6. |
Terms and Conditions.
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6.1 |
Dividend Equivalent Rights. If set forth in the Committee’s grantresolutions and noted by marking “x” in the box below, Dividend Equivalent Rights
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6.2 |
Voting Rights. The Participant will have no voting right with respect to any Restricted Stock Units granted hereunder.
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7. |
Code Section 409A. The Restricted Stock Unit Award and payments
made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Corporation, to the extent it deems necessary or advisable in its sole
discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code
Section 409A; provided, however, that the Corporation makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the
Restricted Stock Units. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Corporation or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any
amount paid or payable or Award made under this Agreement, and neither the Corporation
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8. |
Adjustment Provisions. This Restricted Stock Unit Award,
including the total number of shares subject to this Agreement, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan.
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9. |
Effect of Termination of Service on Restricted Stock Unit Award.
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9.1 |
Upon the Participant’s Termination of Service, this Restricted Stock Unit Award will vest as follows:
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(i)
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Death. In the event of the Participant’s
Termination of Service by reason of death, any unvested Restricted Stock Units subject to this Agreement will immediately vest.
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(ii)
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Disability. In the event of the
Participant’s Termination of Service by reason of Disability, any unvested Restricted Stock Units subject to this Agreement will immediately vest.
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(iii)
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Retirement. Unless otherwise determined
pursuant to a Retirement Transition Agreement between the Corporation and the Participant (which shall constitute an amendment to this Agreement), in the event of the Participant’s Termination of Service by reason of Retirement, any
unvested Restricted Stock Units subject to this Agreement will expire and be forfeited as of the date of the Termination of Service.
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(iv)
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Change in Control. In the event of the
Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested Restricted Stock Units subject to this Agreement will immediately vest.
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(v)
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Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested Restricted Stock Units subject to this
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Agreement will expire and be forfeited as of the date of the Termination of Service. |
(vi)
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Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause or an Involuntary Termination of
Service at or following a Change in Control, any Restricted Stock Units subject to this Agreement will expire and be forfeited as of the date of the Termination of Service.
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10. |
Electronic Delivery. The Corporation may, in its sole
discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan
through an online or electronic system established and maintained by the Corporation or another third party designated by the Corporation.
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11.1 |
No Rights to Continued Employment or Service. This Agreement
and the grant of Restricted Stock Units hereunder shall not confer, or be construed to confer, upon the Participant any right to employment or service, or continued employment or service, with the Corporation or any subsidiary.
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11.2 |
No Rights as Shareholder. Except as provided in this Agreement, the Participant will not
have dividend, voting or any other rights as a shareholder of the shares of Stock with respect to the Restricted Stock Units. Upon payment of the vested Restricted Stock Units in shares of Stock, the Participant will obtain full dividend,
voting and other rights as a shareholder of the Corporation.
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11.3 |
Tax Withholding. To the extent applicable, the Corporation shall collect federal, state and local income taxes and the Employee portion of the Federal Insurance Contributions Act (“FICA”) taxes (i.e., Social Security and Medicare) with respect to the Restricted Stock Units at the time that both of the following conditions
are first satisfied: (i) the underlying Restricted Stock Units vest and (ii) Stock and/or cash is distributed to the Participant. The Corporation shall satisfy the withholding obligations by withholding a number of whole shares of Stock to
be issued in settlement of the vested Restricted Stock Units, the aggregate Fair Market Value of which is equal to or less than the aggregate withholding obligation as determined by the Corporation with respect to such Award. The portion of
any amount required to be withheld that is not divisible in whole shares of Stock may be withheld from the Participant’s cash wages.
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11.4 |
Restrictions on Transfer. The Restricted Stock Units are not
transferable unless and until they have been converted to vested Stock in accordance with this Agreement, other than by will or under the applicable laws of descent and distribution (and then only to the extent that the Restricted Stock Units
are shortly thereafter converted to vested Stock in accordance with Section 5 hereof). The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant. Any attempt to effect
a transfer of any Restricted Stock Unit prior
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to the date on which the Restricted Stock Unit vests and is converted to vested Stock shall be void ab initio. For purposes of this Agreement, “transfer” shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or
other disposition, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by
foreclosure, levy or attachment.
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11.5 |
Modification or Amendment. This Agreement may not be amended or
otherwise modified, except as set forth herein or in the Plan, unless evidenced in writing and signed by the Corporation and the Participant. Notwithstanding the foregoing, this Agreement may be amended by the Committee, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of: (i) conforming the Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A); or (ii)
avoiding an accounting treatment resulting from an accounting pronouncement or interpretation thereof issued by the SEC or by the Financial Accounting Standards Board after the grant of this Restricted Stock Unit, which, in the sole
discretion of the Committee, may materially and adversely affect the financial condition or results of operations of the Corporation.
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11.6 |
Headings. Section, paragraph and other headings and captions
are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.
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11.7 |
Interpretation. The Participant accepts the Restricted Stock
Units subject to all the terms and provisions and restrictions of this Agreement and the Plan. The undersigned Participant hereby accepts as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon
any questions arising under this Agreement or the Plan.
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11.8 |
Governing Law. This Restricted Stock Unit will be governed by
and construed in accordance with the laws of the State of New Jersey. In addition, this Restricted Stock Unit is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding
any of the provisions hereof, the Corporation will not be obligated to issue any Restricted Stock Unit or fully vested Stock hereunder if the issuance of such Restricted Stock Unit or vested Stock would constitute a violation of any such law,
regulation or order or any provision thereof. Notwithstanding anything to the contrary herein, the grant and settlement of Restricted Stock Units hereunder are conditioned upon and subject to compliance with Section 18(k) of the Federal
Deposit Insurance Act, 18 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.
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11.9 |
Notices. All written notices and all other written
communications to the Corporation provided for in the Plan or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid (provided that international mail shall be
sent via overnight or two-day delivery), or sent by facsimile, email or prepaid overnight courier to _________________.
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11.10 |
Subject to Company Policies and Restrictions. Notwithstanding
any other provision of this Agreement to the contrary, any Restricted Stock Unit granted hereunder or any vested shares of Stock issued upon the settlement of a Restricted Stock Unit, and/or any amount received with respect to any sale of
any vested shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback policy maintained by the Corporation, any trading policy restrictions and/or any
hedging/pledging policy restrictions (the “Policies”). In addition, the Participant agrees and consents to the Corporation’s
application, implementation and enforcement of (a) the Policies and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Corporation may take such
actions as are necessary to effectuate the Policies, any similar policy (as applicable to the Participant) or any amendments that may be made from time to time in the future by the Corporation, in its discretion, without further consent or
action being required by the Participant. To the extent that the terms of this Agreement and any of the Policies or any similar policy conflict, then the terms of such policy shall prevail.
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