9. Reorganization Event. If a Reorganization Event occurs and the Grantees
employment is terminated by the Company without Cause within 12 months following the Reorganization Event, the restrictions imposed by Section 3(a) on all shares of Restricted Stock shall terminate. For purposes of this Agreement,
Cause shall mean, unless otherwise provided in an employment agreement in effect immediately prior to such termination, (i) the Grantee has been formally charged with engaging in a felony or in any other criminal offense that
involves a violation of banking or securities laws, embezzlement, fraud, misappropriation of property, or any other crime involving dishonesty; (ii) the Grantees willful failure to perform a substantial portion of the Grantees
responsibilities of employment, which failure continues, in the reasonable judgment of the Company, after written notice to the Grantee; (iii) the Grantees gross negligence or willful misconduct to the detriment of the Company; or
(iv) a material breach by the Grantee of any of his obligations under any agreement with the Company.
10. Notice of Election Under
Section 83(b). If the Grantee makes an election under Section 83(b) of the Code, and the regulations and rulings promulgated thereunder, or under comparable provisions of other laws, he or she will provide a copy thereof to the Company
within 30 days of the filing of such election with the Internal Revenue Service or other authority.
11. Amendments. The Committee
may amend, modify or terminate this Agreement, including substituting therefor another Award of the same or a different type, provided that the Grantees consent to such action shall be required unless the Committee determines that the action,
taking into account any related action, would not materially and adversely affect the Grantee.
12. No Guarantee of Employment.
Neither the adoption, maintenance nor operation of the Plan nor this Agreement shall confer upon the Grantee any right with respect to the continuance of his or her employment by the Company or any Subsidiary, nor shall they interfere with all
rights of the Company or Subsidiary to terminate the Grantee at any time or otherwise change the terms of his or her employment free of any liability or claim hereunder, including, without limitation, the right to promote, demote or otherwise re-assign Grantee from one position to another within the Company or any Subsidiary.
13.
Assignment. No rights or interests of the Grantee under this Agreement or under the Plan may be assigned, encumbered or transferred except by will or the laws of descent and distribution. The Companys rights hereunder shall be assigned
to and inure to the benefit of any corporation the shares of which are substituted or exchanged for shares of Common Stock in any merger, consolidation or share exchange involving the Company.
14. Decisions by Committee. The Committee administers the Plan. Any dispute or disagreement that shall arise under, or as a result of,
or pursuant to this Agreement shall be resolved by the Committee in its sole and absolute discretion, and any such resolution or any other determination by the Committee under, or pursuant to, this Agreement and any interpretation by the Committee
of the terms of this Agreement or the Plan shall be final, binding, and conclusive on all persons affected thereby.
15. Notices.
Any notice required or permitted under this Agreement shall be in writing and deemed given when (i) delivered personally, (ii) mailed by United States certified or registered mail, return receipt requested, postage prepaid, or
(iii) delivered by overnight courier service. Such notices shall be sent to the Grantee at the last address specified in the Companys records (or such other address as the Grantee may designate in writing to the Company), or to the
Company at the following address (or such other address as the Company may designate in writing to the Grantee):
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