RESTRICTED STOCK AGREEMENT
UNDER THE
BNCCORP, INC. 1995 STOCK INCENTIVE PLAN
THIS AGREEMENT is entered into as of June 15, 1998, by and between
BNCCORP, INC. ("BNCCORP") and Xxxxx Xxxxx ("Award Recipient").
WHEREAS, BNCCORP maintains the 1995 Stock Incentive Plan (the "Plan"),
under which the Compensation Committee of the Board of Directors of BNCCORP (the
"Committee") may, among other things, grant shares of BNCCORP common stock, $.01
par value per share (the "Common Stock"), to key employees of BNCCORP or its
subsidiaries (collectively, the "Company") as the Committee may determine,
subject to terms, conditions, or restrictions as it may deem appropriate;
NOW, THEREFORE, in consideration of the premises, it is hereby agreed with
respect to the shares of Restricted Stock as follows:
1.
AWARD OF SHARES
Under the terms of the Plan, the Committee has awarded to the Award
Recipient a restricted stock award for 5,000 shares of Restricted Stock, subject
to the terms, conditions, and restrictions set forth in the Plan and in this
Agreement.
2.
AWARD RESTRICTIONS
2.1 The shares of Restricted Stock and the right to vote the Restricted
Stock and to receive dividends thereon may not be sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered until such time as such
shares vest and the restrictions imposed thereon lapse, as provided below.
2.2 The shares of Restricted Stock will vest and the restrictions imposed
thereon will lapse as follows: 60% on the third anniversary date of this
Agreement; 20% on the fourth anniversary date of this Agreement; and 20% on the
fifth anniversary date of this Agreement, if the Award Recipient remains in the
employ of the Company on the applicable anniversary dates. Earlier vesting may
occur under Section 2.3 below or under Section 9.12 of the Plan in the event of
a change of control of BNCCORP. The period during which the restrictions imposed
on shares of Restricted Stock by the Plan and this Agreement are in effect is
referred to herein as the "Restricted Period." During the Restricted Period, the
Award Recipient shall be entitled to all rights of a shareholder of BNCCORP,
including the right to vote the shares and to receive dividends.
2.3 All restrictions on the Restricted Stock shall immediately lapse and
the shares shall vest (a) if the Award Recipient dies while he is employed by
the Company, (b) if the Award Recipient becomes disabled within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability")
while he is employed by the Company, (c) if the Award Recipient retires from
employment with the Company on or after attaining the age of 65 or is granted
early
retirement by a vote of the Board of Directors ("Retirement") or (d) pursuant to
the provisions of the Plan.
3.
STOCK CERTIFICATES
3.1 The stock certificates evidencing the Restricted Stock shall be
retained by BNCCORP until the termination of the Restricted Period. The stock
certificates shall contain the legend provided in the Plan restricting the
transferability of the shares of Restricted Stock.
3.2 Upon the lapse of restrictions on shares of Restricted Stock, BNCCORP
shall cause a stock certificate without a restrictive legend representing the
shares of Restricted Stock to be issued in the name of the Award Recipient or
his or her nominee within 30 days after the end of the Restricted Period. Upon
receipt of such stock certificate, the Award Recipient is free to hold or
dispose of the shares represented by such certificate, subject to applicable
securities laws.
4.
DIVIDENDS
Any dividends paid on shares of Restricted Stock shall be paid to the
Award Recipient currently.
5.
WITHHOLDING TAXES
At any time that an Award Recipient is required to pay to the Company an
amount required to be withheld under the applicable income tax laws in
connection with the lapse of restrictions on shares of Restricted Stock, the
participant may, subject to the Committee's approval, satisfy this obligation in
whole or in part by electing (the "Election") to have the Company withhold
shares of Common Stock having a value equal to the amount required to be
withheld in accordance with the terms of the Plan currently in effect or as it
may be amended.
6.
ADDITIONAL CONDITIONS
Anything in this Agreement to the contrary notwithstanding, if at any time
BNCCORP further determines, in its sole discretion, that the listing,
registration or qualification (or any updating thereof) of the shares of Common
Stock issued or issuable pursuant hereto is necessary on any securities exchange
or under any federal or state securities law, or that 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 Common Stock pursuant hereto, or
the removal of any restrictions imposed on such shares, such shares of Common
Stock shall not be issued, in whole or in part, or the restrictions thereon
removed, unless such listings, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
BNCCORP.
7.
NO CONTRACT OF EMPLOYMENT INTENDED
Nothing in this Agreement shall confer upon the Award Recipient any right
to continue in the employment of the Company, or to interfere in any way with
the right of the Company to terminate the Award Recipient's employment
relationship with the Company at any time
8.
BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
9.
INCONSISTENT PROVISIONS
The shares of Restricted Stock granted hereby are subject to the
provisions of the Plan as in effect on the date hereof and as it may be amended.
If any provision of this Agreement conflicts with a provision of the Plan, the
Plan provision shall control.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.
BNCCORP, INC.
By: /s/ Xxxx X. Xxxx
Xxxx X Xxxx, Chairman,
Compensation Committee
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Award Recipient
