Grant Number: «RSU_Number»
Capitol Bancorp Limited (the Company) hereby grants you, «First» «Middle» «Last» (the
Participant), an award of restricted stock units (RSUs) under the Capitol Bancorp 2007 Equity
Incentive Plan (the Plan). The date of this Agreement is , 200___. Subject to
the provisions of Appendix A (attached) and of the Plan, the principal features of this award are
Number of RSUs: «RSU_Shares»
Vesting of RSUs: The RSUs will vest according to the following schedule:
[Insert vesting schedule.]
Unless otherwise defined herein or in Appendix A, capitalized terms herein or in Appendix A
will have the defined meanings ascribed to them in the Plan.
Your signature below indicates your agreement and understanding that this Stock Award is
subject to all of the terms and conditions contained in Appendix A and the Plan. For example,
important additional information on vesting and forfeiture of the RSUs is contained in Sections 3
and 4 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS
AND CONDITIONS OF THIS AGREEMENT.
Capitol Bancorp Limited
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
Grant # «RSU_Number»
1. Grant. The Company hereby grants to the Participant under the Plan an
award of the number of RSUs set forth on the first page, subject to all of the terms and conditions
in this Agreement and the Plan.
2. Companys Obligation to Pay. Each RSU represents the right to receive a
share of Common Stock (Share) on the date it becomes vested. Unless and until the RSUs will have
vested in the manner set forth in Sections 3 and 4, the Participant will have no right to payment
of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an
unsecured obligation of the Company, payable (if at all) only from the general assets of the
3. Vesting Schedule.
Subject to Section 4, the RSUs awarded by this
Agreement will vest in the Participant according to the vesting schedule set forth on the attached
Restricted Stock Unit Agreement
, subject to the Participant continuing to be a Service Provider
through each such date.
4. Forfeiture upon Termination of Status as a Service Provider.
Notwithstanding any contrary provision of this Agreement, if the Participant ceases to be a Service
Provider for any or no reason, the then unvested RSUs awarded by this Agreement will thereupon be
forfeited at no cost to the Company and the Participant will have no further rights thereunder.
5. Payment after Vesting. Any RSUs that vest in accordance with Section 3
will be paid to the Participant (or in the event of the Participants death, pursuant to Section 6
hereof) in whole Shares, provided that to the extent determined appropriate by the Company, any
federal, state and local withholding taxes with respect to such RSUs will be paid by reducing the
number of Shares actually paid to the Participant.
6. Payments after Death. Any distribution or delivery to be made to the
Participant under this Agreement will, if the Participant is then deceased, be made to the
Participants designated beneficiary, or if no beneficiary survives the Participant, administrator
or executor of the Participants estate. Any such transferee must furnish the Company with (a)
written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or regulations pertaining to
7. Withholding of Taxes. Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares will be issued to the Participant, unless and
until satisfactory arrangements (as determined by the Administrator) will have been
made by the Participant with respect to the payment of income, employment and other taxes
which the Company determines must be withheld with respect to such Shares so issuable. The
Administrator, in its sole discretion and pursuant to such procedures as it may specify from time
to time, may permit the Participant to satisfy such tax withholding obligation, in whole or in part
by one or more of the following: (a) paying cash, (b) electing to have the Company withhold
otherwise deliverable Shares having a Fair Market Value equal to the minimum amount required to be
withheld, (c) delivering to the Company already vested and owned Shares having a Fair Market Value
equal to the amount required to be withheld, or (d) selling a sufficient number of such Shares
otherwise deliverable to Participant through such means as the Company may determine in its sole
discretion (whether through a broker or otherwise) equal to the amount required to be withheld. If
the Participant fails to make satisfactory arrangements for the payment of any required tax
withholding obligations hereunder at the time any applicable Restricted Stock Units otherwise are
scheduled to vest pursuant to Section 3, the Participant will permanently forfeit such Restricted
Stock Units and the Restricted Stock Units will be returned to the Company at no cost to the
Company and the Participant will have no further rights to acquire any Shares with respect thereto.
8. Rights as Shareholder. Neither the Participant nor any person claiming
under or through the Participant will have any of the rights or privileges of a shareholder of the
Company in respect of any Shares deliverable hereunder unless and until certificates representing
such Shares will have been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Participant.
9. No Effect on Service. The Participants service with the Company and its
Affiliates is on an at-will basis only. Accordingly, the terms of the Participants service with
the Company and its Affiliates will be determined from time to time by the Company or the Affiliate
employing or retaining the Participant (as the case may be), and the Company or the Affiliate will
have the right, which is hereby expressly reserved, to terminate or change the terms of the service
of the Participant at any time for any reason whatsoever, with or without Cause.
10. Address for Notices. Any notice to be given to the Company under the
terms of this Agreement will be addressed to the Company at One Business & Trade Center, 200
Washington Square North, Lansing, MI 48933, Attn: Equity Incentive Plan Administrator, or at such
other address as the Company may hereafter designate in writing.
11. Grant is Not Transferable. Except to the limited extent provided in
Section 6, this grant and the rights and privileges conferred hereby will not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will
not be subject to sale under execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.
12. Binding Agreement. Subject to the limitation on the transferability of
this grant contained herein, this Agreement will be binding upon and inure to the benefit of the
heirs, legatees, legal representatives, successors and assigns of the parties hereto.
13. Additional Conditions to Issuance of Stock. If at any time the Company
will determine, in its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Participant (or his estate), such issuance will not occur unless and until such
listing, registration, qualification, consent or approval will have been effected or obtained free
of any conditions not acceptable to the Company. Where the Company determines that the delivery of
the payment of any Shares will violate federal securities laws or other applicable laws, the
Company will defer delivery until the earliest date at which the Company reasonably anticipates
that the delivery of Shares will no longer cause such violation. The Company will make all
reasonable efforts to meet the requirements of any such state or federal law or securities exchange
and to obtain any such consent or approval of any such governmental authority.
14. Plan Governs. This Agreement is subject to all terms and provisions of
the Plan. In the event of a conflict between one or more provisions of this Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern.
15. Administrator Authority. The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to interpret or revoke
any such rules (including, but not limited to, the determination of whether or not any RSUs have
vested). All actions taken and all interpretations and determinations made by the Administrator in
good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
16. Captions. Captions provided herein are for convenience only and are not
to serve as a basis for interpretation or construction of this Agreement.
17. Agreement Severable. In the event that any provision in this Agreement
will be held invalid or unenforceable, such provision will be severable from, and such invalidity
or unenforceability will not be construed to have any effect on, the remaining provisions of this
18. Electronic Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to RSUs awarded under the Plan or future RSUs that may be awarded
under the Plan by electronic means or request Participants consent to
participate in the Plan by electronic means. 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 Company or a third party designated by the