RESTRICTED STOCK AGREEMENT
--------------------------
PURSUANT TO THE
SUN BANCORP, INC.
2004 STOCK-BASED INCENTIVE PLAN
FOR OFFICERS AND EMPLOYEES
--------------------------
This Agreement shall constitute an award of Restricted Stock ("Award")
for a total of _____ shares of Common Stock of Sun Bancorp, Inc. (the
"Corporation"), which is hereby granted to ________________________________ (the
"Participant") at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the Sun Bancorp, Inc. 2004
Stock-Based Incentive Plan (the "Plan") adopted by the Corporation which is
incorporated by reference herein, receipt of which is hereby acknowledged.
1. Purchase Price. The purchase price for each share of Common Stock
---------------
awarded by this Agreement is $0.00.
2. Vesting of Plan Awards. The Award of such Common Stock shall be
-----------------------
deemed non- forfeitable in accordance with the provisions of the Plan, provided
the holder of such Award is an employee, director or director emeritus of the
Corporation as of such date, as follows:
(a) Schedule of Vesting of Awards.
Number Percentage of Total Shares
of Awarded Which Are
Date Shares Non-forfeitable
---- ------ ---------------
Upon Grant ______ __%
As of ........................ ______ __%
As of ........................ ______ __%
As of ........................ ______ __%
As of ........................ ______ __%
(b) Restrictions on Awards. This Award may not be delivered to the
recipient if the issuance of the Shares pursuant to the Award would constitute a
violation of any applicable federal or state securities or other law or valid
regulation. As a condition to the Participant's receipt of this Award, the
Corporation may require the person receiving this Award to make any
representation and warranty to the Corporation as may be required by any
applicable law or regulation.
3. Non-transferability of Award. This Award may not be transferred in any
----------------------------
manner prior to such Award, or portion thereof, being deemed non-forfeitable.
Notwithstanding anything herein or in the Plan to the contrary, all Shares
subject to an Award held by a Participant whose employment or service with the
Corporation or the Bank terminates due to death shall be deemed 100% earned and
nonforfeitable as of the Participant's last date of employment or service with
the Corporation or the Bank and shall be distributed as soon as practicable
thereafter to the Beneficiary as set forth in accordance with the Plan.
4. Other Restrictions on Award. This Award shall be subject to such other
---------------------------
restrictions and limitations as are contained in the Plan or as determined by
the Plan Committee administering such Plan. Such Award shall be immediately 100%
vested upon death or Disability (as determined by the Plan Committee) of the
Participant or upon a Change in Control of the Corporation.
Sun Bancorp, Inc.
Date of Grant: ___________________ By: __________________________
Attest:
________________________
[SEAL]
2
