GREENVILLE FEDERAL FINANCIAL CORPORATION AMENDED AND RESTATED 2006 EQUITY PLAN AWARD AGREEMENT
Exhibit 10.8
Greenville Federal Financial Corporation, a federally chartered stock subsidiary holding
company (the “Company”), hereby grants the following award (this “Award”) with respect to common
stock, par value $.01 per share, of the Company (the “Shares”), to the Employee or Director named
below. The terms and conditions of this Award are set forth in this Agreement (which includes this
cover sheet) and in the Greenville Federal Financial Corporation Amended and Restated 2006 Equity
Plan (the “Plan”). Copies of the Plan and the Plan prospectus are attached. A copy of this Award
Agreement must be signed and returned to the President or the Chief Financial Officer of the
Company at its executive offices within 60 days of the Grant Date or the Award will be deemed
forfeited.
Grant Date: |
||||||
Type of Award:
|
Nonqualified Stock Option | |||||
| Incentive Stock Option | ||||||
| Retention Shares | ||||||
Name of Employee/Director:
Number of Shares Covered by Award:
If Option, Exercise Price per Share: $ , which is not less than 100% of the Fair Market
Value of the Shares on the Grant Date.
Vesting Schedule: Subject to all of the terms and conditions set forth in this Agreement and the
Plan, your right to acquire Shares under this Award shall vest as follows:
| Number of Full Years | Cumulative Percentage | |
| Beginning After Grant Date | Vested | |
Less than one
|
0 percent | |
One but fewer than two
|
20 percent | |
Two but fewer than three
|
40 percent | |
Three but fewer than four
|
60 percent | |
Four but fewer than five
|
80 percent | |
Five or more
|
100 percent |
If Option, Award Term: Ten years
By signing the cover sheet of this Agreement, the undersigned agree to all of the terms and
conditions described in this Agreement and in the Plan.
Employee/Director:
|
Company: | |||||||||
| Signature | Signature | |||||||||
| Typed or printed name | Typed or printed name | |||||||||
| Its: | ||||||||||
The Plan and Other Agreements
The text of the Plan, as it may be amended from time to time, is incorporated in this
Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute
the entire understanding between you and the Company regarding this Award. Any prior agreements,
commitments or negotiations concerning this Award are superseded. In the event that any provision
in this Agreement conflicts with any term in the Plan, the term in the Plan shall be deemed
controlling. Certain capitalized terms used in this Agreement are defined in the Plan. You are
strongly urged to read the Plan and the Plan prospectus in their entirety.
Vesting
This Award may be exercised or will vest according to the schedule set forth on the cover
sheet.
Term
If this Award is an Option, it shall expire in any event at the close of business at the
Company’s executive offices on the day before the ten-year anniversary of the Grant Date, as shown
on the cover sheet. If you are an Employee, this Award will expire earlier if your employment by
the Company or any Related Entity (“Employment”) Terminates, as described below. If you are a
Director, this Award will expire earlier if your service as a Director (“Service”) Terminates, as
described below.
Termination due to Death or Disability
If your Employment or Service Terminates because of your death or if you become Disabled,
(1) all Nonqualified Stock Options will be fully exercisable and may be exercised at any time
before the earlier of the expiration date specified in this Agreement or one year after the date of
your death or Disability; (2) all Incentive Stock Options will be fully exercisable and may be
exercised at any time before the earlier of the expiration date specified in this Agreement or one
year after the date of your death or Disability; and (3) all Retention Shares granted to you will
be fully earned.
Termination for Cause
If your Employment is Terminated (or is deemed to have been Terminated) for Cause, all Awards
that are outstanding (whether or not then vested or exercisable) will be forfeited.
Termination for Any Other Reason
If your Employment or Service Terminates for any reason other than because of your death or
Disability or because you were Terminated for Cause, any Options that are outstanding on your
Termination date and which are then exercisable may be exercised at any time before the earlier of
(1) the expiration date specified in this Agreement or (2) three months after the Termination date.
All Options that are not then exercisable will
1
terminate on the Termination date. All Retention Shares that are not yet earned when you
Terminate will terminate on the Termination date.
Other Events
In the event that the Company becomes critically undercapitalized, becomes subject to an
enforcement action by the Office of Thrift Supervision, or receives a capital directive, if you are
a Director or officer of the Company, you must, in accordance with Office of Thrift Supervision
regulations, exercise the portion of any Option that is outstanding as of that date and that is
then exercisable or automatically forfeit such portion of the Option.
Beneficiary Designation
You may name a Beneficiary or Beneficiaries to receive or to exercise this Award at your
death, to the extent this Award is so vested or exercisable as set forth elsewhere in this
Agreement and the Plan. Such a designation may be done only on the attached Beneficiary
Designation Form and by following the rules in that Form. The Beneficiary Designation Form need
not be completed now and is not required as a condition of receiving your Award. If you die
without completing a Beneficiary Designation Form or if you do not complete that Form correctly,
your Beneficiary will be your surviving spouse or, if you do not have a surviving spouse, your
estate.
No Rights to Continue as Employee or Director
If you are an Employee, neither this Award nor this Agreement gives you the right to continued
Employment by the Company or any Related Entity. If you are a Director, neither this Award nor
this Agreement gives you the right to continued Service as a director of the Board or a Related
Board or to be nominated by the Board to continue as a director of the Company or a Related Board.
Adjustments
The Committee or Board, as applicable, shall adjust the number of Shares covered by this Award
and the Exercise Price per Share, if any, under certain circumstances as provided in the Plan.
Notwithstanding anything to the contrary contained in this Agreement, this Award (and the vesting
thereof) shall be subject to the terms of the agreement of merger, liquidation or reorganization in
the event the Company becomes subject to such corporate activity. The Committee also retains the
right to amend the Plan and this Agreement without your consent and without any additional
consideration to you to the extent necessary to avoid penalties arising under Code Section 409A,
even if those amendments reduce, restrict or eliminate rights granted under the Plan or this
Agreement (or both) before those amendments.
Transfer of Award
Prior to your death, only you, your guardian or your legal representative may exercise this
Award, and you may not transfer or assign this Award.
2
Withholding Taxes
You will not be allowed to exercise this Award, if it is an Option, and you will not receive
earned Shares if this Award is Retention Shares, unless you make arrangements acceptable to the
Committee to pay any withholding or other taxes that may be due as a result of the exercise or
vesting of this Award or the sale of Shares acquired under this Award.
Certain Provisions if this Award is an Option
Notice of Exercise. When you wish to exercise this Award, you must notify the Company by
delivering an appropriate “Notice of Exercise” to the Committee, in care of either the
President or the Chief Financial Officer of the Company at the Company’s executive offices.
A copy of such Notice of Exercise is attached to this Agreement. Your notice must specify
how many Shares you wish to purchase (which must be a whole number of Shares) and how your
Shares should be registered (in your name only, or in your and your spouse’s names as joint
tenants or as joint tenants with right of survivorship). Your notice will be effective
when it is received by the Company at the Company’s executive offices. If someone else
wants to exercise this Award after your death, that person must prove to the Company’s
satisfaction that he or she is entitled to do so.
Form of Payment. When you submit your Notice of Exercise, you must include payment of the
Exercise Price per Share for the Shares you are purchasing. Payment may be made in cash, a
cashier’s check or a money order, or you may exercise this Option by tendering Shares you
already have owned for at least six months and that have a Fair Market Value equal to the
Exercise Price per Share for the Shares you are purchasing.
Restrictions on Exercise and Resale. By signing this Agreement, you agree not to exercise
this Award or sell any Shares acquired under this Award at a time when applicable laws,
regulations or Company or underwriter trading policies prohibit exercise, sale or issuance
of Shares. The Company will not permit you to exercise this Award if the issuance of
Shares at that time would violate any law or regulation. The Company shall have the right
to designate one or more periods of time, each of which shall not exceed 180 days in
length, during which this Award shall not be exercisable if the Committee determines, in
its sole discretion, that such limitation on exercise could in any way facilitate a
lessening of any restriction on transfer pursuant to the Securities Act of 1933, as amended
(the “Securities Act”), or any state securities laws with respect to any issuance of
securities by the Company, facilitate the registration or qualification of any issuance of
securities by the Company under the Securities Act or any state securities laws, or
facilitate the perfection of any exemption from the registration or qualification
requirements of the Securities Act or any state securities laws for the issuance or
transfer of any securities. Such limitation on exercise shall not alter the Vesting
Schedule set forth on the cover page other than to limit the periods during which this
Award shall be exercisable.
3
No Stockholder Rights. Neither you, nor your estate or heirs, shall have any rights as a
stockholder of the Company with respect to the Shares underlying this Award until this
Award has been exercised and a certificate for the Shares being acquired has been issued.
No adjustments will be made for dividends or other rights if the applicable record date
occurs before the certificate for the Shares is issued, except as described in the Plan.
Certain Provisions if this Award is Retention Shares
Voting of Retention Shares. You are entitled to direct the Trustees with respect to the
voting of Retention Shares that have been awarded to you under this Agreement but are still
held in the Trust, whether or not such awarded Retention Shares have been earned.
4