FORM OF RESTRICTED STOCK UNIT AGREEMENT
EXHIBIT 10.67
RESTRICTED STOCK UNIT AGREEMENT
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THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") is entered
into as of ________, 20__ between Wilmington Trust Corporation, a Delaware
corporation (the "Company"), and __________, a ___________ of the Company
("___________").
BACKGROUND
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A. The Company intends to make a grant under its ___________________
Plan, as in effect on the date hereof and as it may be amended from time to time
hereafter (the "Plan"), by providing to ______________ restricted stock units
that are subject to vesting based on length of continued employment and/or
financial performance goals.
B. ________________ desires to receive those restricted stock units
in accordance with the Plan and this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the Company and
_____________, intending to be legally bound hereby, agree as follows:
1. Certain Definitions.
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Each capitalized term used in this Agreement shall have the
meaning ascribed to that term in the Plan unless otherwise
defined herein. The following capitalized terms shall have the
meanings set forth below:
a. "Date of Grant" for any RSU means the date specified as
such in Exhibit A for that RSU.
b. "Deferred Issuance Date" has the meaning given to that
term in Section 3(d).
c. "Dividend Units" has the meaning given to that term in
Section 4.
d. "Effective Date" has the meaning given to that term in
Section 1(a)(4).
e. "FDI Act" has the meaning given to that term in Section
1(a).
f. "Fiscal Year" means a fiscal year of the Company, and
"Fiscal" followed by a calendar year shall mean the
Fiscal Year ending in that calendar year (e.g., "Fiscal
2004" means the Fiscal Year of the Company ending
December 31, 2004).
g. "NYSE" has the meaning given to that term in Section 4.
h. "RSU" means a Restricted Stock Unit under which
___________ shall have the right to receive one Share
and Dividend Units accruing as a result of that RSU,
upon vesting or, if applicable, on the Deferred Issuance
Date.
i. "Shares" means the shares of Common Stock issuable upon
the vesting of an RSU or Dividend Unit or, if
applicable, on the Deferred Issuance Date.
j. "___________ Account" has the meaning given to that term
in Section 2(b).
k. "Third Party" means a person or entity or a group of
persons or entities acting in concert not wholly-owned
by WTC or the Company, directly or indirectly.
2. Grant of RSUs; Restrictions.
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a. Subject to all of the terms and conditions of the Plan
and this Agreement (and subject to execution of this
Agreement by ______________), the Company grants to
_______________ the RSUs listed in the Attachment to
this Agreement.
b. Each RSU shall be recorded in an RSU bookkeeping account
the Company maintains in ____________'s name (the
"________________ Account"). The Company's obligations
under this Agreement shall be unfunded and unsecured,
and no special or separate fund shall be established and
no other segregation of assets shall be made. The rights
of _____________ under this Agreement shall be no
greater than those of a general unsecured creditor of
the Company. ____________ shall have no rights as a
stockholder of the Company by virtue of any RSU unless
and until that RSU vests and resulting Shares are issued
to ________________, and
(1) All terms and conditions provided in the Plan and
all those provided in this Agreement shall apply
to each RSU and any Dividend Units accrued under
Section 4;
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(2) No RSU or Dividend Unit accrued under Section 4
may be sold, transferred, pledged, hypothecated,
or otherwise encumbered or disposed by __________;
and
(3) Each RSU and Dividend Unit accrued under Section 4
shall remain restricted and subject to forfeiture
unless and until that RSU has vested in
______________ in accordance with the Plan and
this Agreement.
3. Vesting.
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a. Annual Vesting. The RSUs granted hereunder shall vest in
______ installments on the ___ day of _____ of each of
_______ successive Fiscal Years, with the first such
vesting to be made on the ___ day of _____ of Fiscal
______. Associated Dividend Units shall vest annually as
provided in Section 4(b).
b. Other Vesting.
(1) Vesting Based on Performance Goals. The Committee
may establish performance goals for the Company or
_____________, the attainment of which would
result in the accelerated vesting of all RSUs
granted hereunder as well as all Dividend Units.
Those performance goals, if any, are set forth in
Exhibit A. Following the end of each Fiscal Year,
the Committee shall determine whether the Company
or _______________ has attained those performance
goals, and, if so, all such RSUs and Dividend
Units shall vest in accordance with the
Committee's determination.
(2) Optional Vesting. The Committee also may at any
time and from time to time determine that any
other RSUs and Dividend Units shall become vested
based on factors the Committee may determine in
its sole discretion (including, without limitation
and by way of example only, performance of
___________'s business line, the Company's
performance, benefits of providing additional
long-term incentive compensation to _____________
in light of the competitive market for
______________'s services, severance arrangements,
etc.). If the Committee makes any such
determination, then such additional RSUs and/or
Dividend Units the Committee may specify in that
determination shall become vested at the time the
Committee specifies.
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(3) Change of Control. If a Change of Control occurs,
all RSUs and Dividend Units shall vest
immediately.
c. Effects of Vesting. With respect to each RSU and
Dividend Unit that vests, the Company shall, within a
reasonable time after the later of (1) vesting or (2)
the Deferred Issuance Date (as defined herein), if any,
issue one Share to _______________ without restrictions
under the Plan or this Agreement. Any such issuance
shall be subject to all laws (including, without
limitation, those governing withholding of taxes and
those governing securities and the transfer thereof).
d. Election for Deferred Issuance. _____________ may elect
to defer the issuance of all but not less than all of
the Shares and Dividend Units in his or her
______________ Account to be awarded for services
performed in a Fiscal Year by executing and delivering
to the Company a written deferral election in such form
as the Company may prescribe (and containing such terms
and conditions as the Company may establish in that
form), in each case not later than ____ of the year
prior to that Fiscal Year or such other date that the
Company may establish for delivery of that election. The
date established by that election in accordance with
those terms and conditions shall be the "Deferred
Issuance Date." ANY SUCH DEFERRED ISSUANCE DATE SHALL
NOT BE REVOCABLE BY _____________ OR THE COMPANY.
4. Dividend Units; Vesting.
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With respect to each RSU that has not been forfeited, whether
or not vested (but only until the underlying Shares are
issued), the Company shall, with respect to any cash dividends
paid on Shares (based on the same record and payment date as
dividends paid on Shares) accrue into the __________________
Account the number of whole Shares ("Dividend Units") as could
be purchased with the aggregate dividends that would have been
paid with respect to that RSU if it were an outstanding Share
(together with any other cash accrued in the ___________
Account after that time) at the price per Share equal to the
closing price on the New York Stock Exchange (the "NYSE") (or
a comparable price, if the Shares are not then listed on the
NYSE) on the date of the dividend payment. Those Dividend
Units thereafter (a) will be treated as RSUs for purposes of
future dividend accruals pursuant to this Section 4; and (b)
will vest in such amounts (rounded to the nearest whole
Dividend Unit) at the same time as the RSUs with respect to
which those Dividend Units were received. Any remaining
portion of that dividend not used because it would purchase
less than a whole Share shall be accrued in the _____________
Account as cash. Any dividends or distributions on Shares paid
other than in cash shall accrue in the
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______________ Account and shall vest at the same time as the
RSUs in respect of which they are made (in each case in the
same form, based on the same record date, and at the same time
as that dividend or other distribution is paid on that Share).
5. Forfeiture.
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Except as provided for vesting on termination of employment
following a Change of Control as contemplated in Section
3(b)(3) or vesting as part of a severance arrangement as
contemplated in Section 3(b)(2), upon termination of
___________'s employment (regardless of whether caused by
resignation, termination by the Company, death, disability, or
otherwise), each RSU, Dividend Unit, and other remaining
accrued dividends in the _____________ Account, in each case
that has not previously vested, shall be forfeited by
___________ to the Company. ___________ thereafter shall have
no right, title, or interest whatsoever in those unvested
RSUs, Dividend Units, and accrued dividends, and __________
shall immediately return to the Company's Secretary any and
all documents representing those forfeited items.
All vested RSUs, Dividend Units, and dividends thereon
(whether or not deferred pursuant to Section 3(d)), shall
immediately be paid or issued, as the case may be, to
_____________.
6. No Continuation of Employment.
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This Agreement shall not give ______________ any right to
employment or continued employment, and the Company may
terminate _____________ or otherwise treat _____________
without regard to any effect that termination may have upon
_______________ hereunder.
7. Terms Subject to Plan.
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Notwithstanding anything in this Agreement to the contrary,
each and every term, condition, and provision of this
Agreement shall be, and shall be construed as, consistent in
all respects with all terms, conditions, and provisions of the
Plan. If any term, condition, or provision of this Agreement
is or is alleged to be inconsistent with the Plan in any
respect, the Plan shall govern in all circumstances and that
inconsistent or allegedly inconsistent term, condition, or
provision hereof shall be construed to be consistent with the
Plan in all respects.
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8. Entire Agreement; Amendments.
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This Agreement contains all of the terms and conditions with
respect to the subject matter hereof, and no amendment,
modification, or other change hereto shall be of any force or
effect unless and until set forth in a writing executed by
______________ and the Company (in each case except for
amendments the Company is expressly authorized to make without
Employee's consent hereunder or under the Plan).
9. Governing Law.
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This Agreement shall be governed by and construed in
accordance with Delaware law, without giving effect to
principles of conflicts of law. If any dispute arises with
respect to this Agreement or any matter hereunder, (a) that
dispute shall be submitted to the federal or state courts
sitting in the State of Delaware, with each party waiving any
defense to that venue; and (b) each party irrevocably waives
its right to a jury trial.
10. Taxes.
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_________________ shall be liable for any and all taxes,
including withholding taxes, arising out of this grant or the
vesting of RSUs or the distribution of Shares hereunder.
____________ may satisfy his or her tax withholding obligation
by: (a) paying cash to the Company and/or (b) delivering to
the Company a number of shares of the Company's stock or
having the Company withhold from ________ at the appropriate
time, a number of shares, in either case sufficient, based
upon the market value per share of those shares, to satisfy
those tax withholding requirements.
IN WITNESS WHEREOF, by the Corporation's execution hereof and
_______'s execution of the attachment hereto, the parties have duly executed
this Agreement as the date first written above.
WILMINGTON TRUST CORPORATION
By:_________________________
Title:______________________
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ATTACHMENT TO RESTRICTED STOCK UNIT AGREEMENT
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All of the terms and conditions of the Restricted Stock Unit Agreement dated
________ to which this Attachment is attached are incorporated by reference as
fully as if set forth herein.
Date of Grant RSUs Performance Goals
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__________________________ (SEAL)
__________________________ (PRINCIPAL RESIDENCE)
__________________________
