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Exhibit 10(e)
RESTRICTED STOCK AWARD AGREEMENT
This Award Agreement is effective as of the 15th day of August, 1996 ("Date
of Award"), between Summit Bancorp, an Ohio corporation (the "Company"), and
Xxxxx X. Xxxxxx (the "Grantee"). In consideration of the agreements set forth
below, the Company and the Grantee agree as follows:
1. GRANT. A restricted stock award ("Award") of 3,600 shares ("Award
Shares") of the Company's common stock, no par value ("Common Stock"), is hereby
granted by the Company to the Grantee subject to the following terms and
conditions and to the provisions of the Summit Bancorp 1996 Restricted Stock
Plan (the "Plan"), the terms of which are hereby incorporated by reference.
2. TRANSFER RESTRICTIONS. None of the Award Shares shall be sold, assigned
or transferred, in whole or in part, voluntarily or involuntarily, by the
Grantee, nor made subject to any lien (except as provided in Section 6, below),
directly or indirectly, by operation of law or otherwise, including execution,
levy, garnishment, attachment, pledge or bankruptcy.
3. RELEASE OF RESTRICTIONS.
(A) The restrictions set forth in Section 2 above shall lapse as follows:
(i) with respect to 800 Award Shares, on the date of this Award
Agreement;
(ii) with respect to 1,200 Award Shares, on the first anniversary date
of this Award Agreement; and
(iii) with respect to 1,600 Award Shares, on the second anniversary
date of this Award Agreement; and
(B) The restrictions set forth in Section 2 above with respect to all of
the Award Shares, to the extent they have not lapsed in accordance with
subsection 3(A) and to the extent not related to shares which previously have
been forfeited to the Company, shall lapse on the first to happen of the
following:
(i) the Grantee's employment with the Company is terminated following
a Change of Control, or by reason of death, Disability, Termination of
Employment Without Cause or Termination of Employment for Good Reason (for
purposes of this subsection (i), the terms "Change of Control,"
"Disability," "Termination of Employment Without Cause," and "Termination
of Employment for Good Reason" shall have the same meanings ascribed to
such terms in the Termination Agreement, effective as of August 15, 1996,
between the Company and the Grantee (the "Termination Agreement")); or
(ii) an action by the Committee, in its sole discretion, terminating
such restrictions.
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The provisions of the second sentence of Section 14 of the Plan shall not apply
to this Award and, therefore, the lapse of the restrictions set forth in Section
2 upon the occurrence of a Change of Control, as provided in Section 3(B)(i),
shall not be limited as otherwise provided in Section 14 of the Plan.
4. FORFEITURE. The Award Shares shall be forfeited to the Company upon the
Grantee's termination of employment with the Company and its subsidiaries unless
on or prior to the date the restrictions lapse as provided in Section 3 above.
5. RIGHTS AS SHAREHOLDER. The Grantee shall be entitled to all of the
rights of a shareholder with respect to the Award Shares including the right to
vote such shares and to receive dividends and other distributions payable with
respect to such shares since the Date of Award.
6. ESCROW OF SHARE CERTIFICATES. For the purposes of securing the
re-transfer of the shares into the name of the Company in the event of
forfeiture and to ensure adequate provision for any tax withholding obligations
arising with respect to the Award, certificates for the Award Shares shall be
issued in the Grantee's name and shall be held in escrow by, and subject to a
security interest in favor of, the Company until restrictions with respect to
such shares lapse and all withholding obligations have been satisfied or such
shares are forfeited as provided herein; provided, however, that the terms of
such escrow shall make allowance for the transactions contemplated by Section
3(B)(i) above. A certificate or certificates representing the Award Shares as to
which restrictions have lapsed shall be delivered to the Grantee upon such lapse
and the satisfaction of any withholding obligations.
7. GOVERMMENT REGULATIONS. Notwithstanding anything contained herein to the
contrary, the Company's obligation to issue or deliver certificates evidencing
the Award Shares shall be subject to all applicable laws, rules and regulations
and to such approvals by any governmental agencies or national securities
exchanges as may be required.
8. WITHHOLDING TAXES. The Company shall have the right to require the
Grantee to remit to the Company, or to withhold from other amounts payable to
the Grantee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local withholding tax requirements.
9. GOVERNING LAW. This Agreement shall be construed under the laws of the
State of Ohio.
10. RIGHT TO TERMINATE EMPLOYMENT. This Award shall not confer upon the
Grantee any right with respect to being continued in the employ of the Company
or to interfere in any way with the right of the Company to terminate his
employment at any time, for any reason, with or without cause, except as may
otherwise be stated in the Termination Agreement or other employment agreement
between the Company and Employee.
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IN WITNESS WHEREOF, the Company has caused the Award to be granted pursuant
to this Award Agreement on the date first above written.
SUMMIT BANCORP
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Vice President & Secretary
Accepted:
GRANTEE:
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Date: August 15, 1996
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