Exhibit 10.2
MERCANTILE BANK CORPORATION
STOCK INCENTIVE PLAN OF 2006
RESTRICTED STOCK AWARD AGREEMENT
NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARD
Name of Grantee: _________________________________
Grant Date: _________________________________
Number of Shares: _________________________________
Restricted Period(s) See Paragraph 5
This Restricted Stock Award Agreement (the "Agreement") contains the terms
and conditions of the restricted stock award granted to you by Mercantile Bank
Corporation, a Michigan corporation (the "Company"), under the Mercantile Bank
Corporation Stock Incentive Plan of 2006, as amended from time to time (the
"Plan").
1. GRANT OF RESTRICTED STOCK. Pursuant to the Plan, the Company has granted
to you, effective on the Grant Date (shown above), the right to receive the
number of shares shown above of the Common Stock of the Company ("Shares") at
the end of the applicable Restricted Period (as provided for in Paragraph 5
below). The Shares, or any installment of the Shares respectively, while subject
to risk of forfeiture or any restrictions imposed by the Plan or this Agreement,
are referred to in this Agreement as "Restricted Stock."
2. STOCK INCENTIVE PLAN GOVERNS. The award and this Agreement are subject
to the terms and conditions of the Plan. The Plan is incorporated into this
Agreement by reference and all capitalized terms used in this Agreement have the
meaning set forth in the Plan, unless this Agreement specifies a different
meaning. By signing this Agreement, you accept this award, acknowledge receipt
of a copy of the Plan and the prospectus covering the Plan and acknowledge that
the award is subject to all the terms and provisions of the Plan and this
Agreement. You further agree to accept as binding, conclusive and final all
decisions and interpretations by the Committee of the Plan and this Agreement.
3. PAYMENT. The Restricted Stock is granted without requirement of payment.
4. SHAREHOLDER RIGHTS. Your Restricted Stock shall be held for you by the
Company, in book entry or certificated form, in your name, during the applicable
Restricted Period. You shall have all the rights of a shareholder for your
Restricted Stock after the applicable Restricted Period. With respect to your
Restricted Stock during the applicable Restricted Period,
A. You will have the right to vote such shares at any meeting of
shareholders of the Company;
B. You will have, and the right to receive, free of restrictions (but
subject to applicable withholding taxes) all cash dividends and any liquidation
amounts paid with respect to such shares; and
C. Any non-cash dividends and other non-cash proceeds of such shares,
including stock dividends and any other securities issued or distributed in
respect of such shares, other than liquidation payments, will be subject to the
same restrictions and risk of forfeiture as the shares of Restricted Stock to
which they relate, and the term "Restricted Stock" when used in this Agreement
shall also include any related stock dividends and other securities issued or
distributed in respect of such shares, other than liquidation payments.
5. VESTING OF RESTRICTED STOCK.
A. Vesting. The Restricted Period for the Restricted Stock, or applicable
installment of the Restricted Stock, will end, the risk of forfeiture and
restrictions will lapse, and the Restricted Stock will vest as follows, provided
you have not incurred a Forfeiture Event (as defined below):
PERCENTAGE OF CUMULATIVE VESTING DATE (WHEN
SHARES VESTING PERCENTAGE VESTED RESTRICTED PERIOD ENDS)
-------------- ----------------- -----------------------
__________ __________ __________
__________ __________ __________
All or part of your Restricted Stock may vest earlier than described above in
this Paragraph 5A under the circumstances provided for in Paragraphs 5C or 5D
below.
B. Forfeiture Event. Subject to Paragraphs 5C, 5D, 5E and 5F. below, the
shares of your Restricted Stock that would otherwise vest on a Vesting Date will
not vest and shall automatically be forfeited and returned to the Company, if
after the Grant Date and prior to the Vesting Date for such Restricted Stock
(i.e. during the applicable Restricted Period), you cease to be an Employee (a
"Forfeiture Event").
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C. Accelerated Vesting Upon Death, Disability, Retirement or Termination
Other Than for Cause. If (i) you cease to be an Employee because of death,
Disability or Retirement during the Restricted Period, or (ii) the Company
terminates your employment as an Employee other than for Cause and you are no
longer employed by the Company or any Subsidiary, then all restrictions
remaining on your Restricted Stock shall terminate automatically with respect to
the number of such shares (rounded to the nearest whole number) equal to the
respective total number of such shares granted to you multiplied by the number
of full months that have elapsed since the Grant Date divided by the total
number of full months in the respective Restricted Period, calculated separately
for Restricted Stock having different Restricted Periods. All remaining shares
of Restricted Stock shall be forfeited and returned to the Company. The
Committee may, in its sole discretion, waive the restrictions remaining on and
forfeiture of any or all such remaining shares of Restricted Stock either before
or after your death, Disability, Retirement, or termination other than for
Cause. Any termination because of Disability shall be deemed a termination by
you.
D. Accelerated Vesting at the Committee's Discretion. The Committee may, in
its discretion, at any time accelerate the vesting of your Restricted Stock on
such terms and conditions as it deems appropriate.
E. Change in Control. If a Change in Control of the Company occurs, all of
your Restricted Stock that is outstanding and has not previously been forfeited,
shall become immediately fully vested and nonforfeitable as provided in Section
9 of the Plan.
F. Mandatory Deferral of Vesting. If the vesting of Restricted Stock in any
year could, in the Committee's opinion, when considered with your other
compensation, result in the Company's inability to deduct the value of your
Shares because of the limitation on deductible compensation under Internal
Revenue Code Section 162(m), then the Committee, in its sole discretion, may
defer the Vesting Date applicable to your Restricted Stock (but only to the
extent that, in the Committee's judgment, the value of your Restricted Stock
would not be deductible) until the first business day of January in the year
immediately following the date on which you cease to be an Employee. This
Paragraph 5F shall not apply to the vesting of your Restricted Stock upon a
Change in Control.
6. FORFEITURE OF RESTRICTED STOCK. If any of your Restricted Stock is
forfeited as provided for in Paragraph 5, such forfeiture shall be immediate,
and forfeited Restricted Stock (including any cash dividends or liquidation
payments for which the record date occurs on or after the date of the
forfeiture, and any noncash dividends or noncash distributions with respect to
Restricted Stock that is forfeited), and all of your rights to and interest in
the forfeited Restricted Stock shall terminate without payment of consideration.
Forfeited Restricted Stock shall be reconveyed to the Company, and you agree to
promptly take such action and sign such documents as the Company may request to
facilitate such reconveyance to the Company.
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7. RESTRICTED STOCK NOT TRANSFERABLE. Unless the Committee otherwise
consents or permits, neither the Restricted Stock, nor any interest in the
Restricted Stock, may be sold, exchanged, transferred, pledged, assigned, or
otherwise alienated or hypothecated during the Restricted Period except by will
or the laws of descent and distribution, and all of your rights with respect to
the Restricted Stock shall be exercisable during your lifetime only by you, or
your guardian or legal representative. Any attempted action in violation of this
paragraph shall be null, void, and without effect.
8. TAXES AND TAX WITHHOLDING
A. The vesting of your Restricted Stock, or making an Internal Revenue Code
Section 83(b) election with respect to this award of Restricted Stock, will
cause you to have income with respect to the Restricted Stock, and will subject
you to income tax on that income.
B. You agree to consult with any tax consultants you think advisable in
connection with your Restricted Stock and acknowledge that you are not relying,
and will not rely, on the Company for any tax advice.
C. Whenever any Restricted Stock becomes vested under the terms of this
Agreement, or an Internal Revenue Code Section 83(b) election is made with
respect to this award of Restricted Stock, you must remit, on or prior to the
due date thereof, the minimum amount necessary to satisfy all of the federal,
state and local withholding (including FICA) tax requirements imposed on the
Company (or the Subsidiary that employs you) relating to your Shares. This
withholding tax obligation may be satisfied by any (or a combination) of the
following means: (i) cash, check, or wire transfer; (ii) authorizing the Company
(or Subsidiary that employs you) to withhold from other cash compensation
payable to you by the Company or a Subsidiary; or (iii) unless the Committee
determines otherwise, authorizing the Company to withhold Shares otherwise
deliverable to you as a result of the vesting of the Restricted Stock, or
delivering other unencumbered shares of the Common Stock of the Company which
have been held for at least six months, equal to the amount of the withholding
obligation.
D. You may within the thirty day period after the Grant Date, in your sole
discretion, make an election with the Internal Revenue Service under, and to the
extent permitted by, Section 83(b) of the Internal Revenue Code. If you make
this election, you will promptly give the Company notice that you have made the
election, and provide the Company a copy of the election with the notice.
9. VALUE OF SHARES NOT INCLUDED IN OTHER COMPUTATIONS. The value of the
Shares under this Agreement will not be taken into account in computing the
amount of your salary or other compensation for purposes of determining any
incentive compensation, pension, retirement, death or other benefit under any
employee benefit plan of the Company or any Subsidiary, except to the extent, if
any, that such plan or
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another agreement between you, and Company or a Subsidiary, specifically
provides otherwise.
10. LEGENDING RESTRICTED STOCK. The Company may, without liability for its
good faith actions, place legend restrictions upon the Restricted Stock or
unrestricted Shares obtained upon vesting of the Restricted Stock and issue
"stop transfer" instructions requiring compliance with applicable securities
laws and the terms of the Restricted Stock.
In addition to any other legend or notice that may be set forth on the
certificate or book entry records relating to any Restricted Stock, any
certificate or book entry records evidencing shares of Restricted Stock awarded
pursuant to this Agreement may bear a legend or notice substantially as follows:
The shares represented by this certificate were issued subject to certain
restrictions under the Mercantile Bank Corporation Stock Incentive Plan of
2006 (the "Plan"). This certificate is held subject to the terms and
conditions contained in a restricted stock agreement that includes a
prohibition against the sale or transfer of the stock represented by this
certificate except in compliance with that agreement and that provides for
forfeiture upon certain events. Copies of the Plan and the restricted stock
agreement are on file in the office of the Secretary of the Company.
11. COMMITTEE DETERMINATIONS ARE CONCLUSIVE. Determinations regarding this
Agreement (including, but not limited to whether an event has occurred resulting
in the forfeiture of or vesting of Restricted Stock) shall be made by the
Committee in accordance with this Agreement and the Plan, and all determinations
of the Committee shall be final and conclusive and binding on all persons.
12. NO RIGHT OF CONTINUING EMPLOYMENT. Neither this Agreement nor the Plan
creates any contract of employment, and nothing in this Agreement or the Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate your employment or service at any time, nor confer upon
you the right to continue in the employ of the Company or any Subsidiary.
Nothing in this Agreement or the Plan creates any fiduciary or other duty to you
owed by the Company, any Subsidiary, or any member of the Committee except as
expressly stated in this Agreement or the Plan.
13. AMENDMENT OF PLAN AND THIS AGREEMENT. The Company reserves the right to
amend the Plan and this Agreement as provided for or not prohibited by the Plan.
Any amendment to this Agreement shall be in writing and signed by the Company,
and to the extent required by the Plan, signed by you.
14. ADDITIONAL INFORMATION. By signing this Agreement, you agree to provide
any information relating to this Agreement or the Restricted Stock that is
reasonably requested from time to time by the Company.
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15. NOTICES. Any notice by you to the Company under this Agreement shall be
in writing and shall be deemed duly given only upon receipt of the notice by the
Company at its principal executive office addressed to its Secretary or Chief
Financial Officer. Any notice by the Company to you shall be in writing or by
electronic transmission, and shall be deemed duly given if mailed or sent by
electronic transmission to you at the address specified below by you, or to your
email address at the Company, or to such other address as you may later
designate by notice given to the Company.
16. GOVERNING LAW. The validity, construction and effect of this Agreement
shall be governed by the laws of the State of Michigan.
The Company has caused this Agreement to be executed by its duly authorized
officer, and the Grantee has executed this Agreement, each as of the Grant Date
set forth above.
MERCANTILE BANK CORPORATION
By:
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Its:
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GRANTEE
I acknowledge having received, read
and understood the Plan and this
Agreement, and agree to all of the terms
and provisions of this Agreement.
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(Signature)
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(Please print your name)
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(Please print your residence address)
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