<PAGE> 1
EXHIBIT 10.20*
AREA BANCSHARES CORPORATION
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is made and entered
into as of _________________ (the "Award Date"), by and between AREA BANCSHARES
CORPORATION (the "Company"), a Kentucky corporation, and ________________ (the
"Employee").
Upon and subject to the Additional Terms and Conditions attached hereto
and incorporated herein by reference as part of this Agreement, the Company
hereby awards as of the Grant Date to the Employee the Restricted Shares
described below pursuant to the Area Bancshares Corporation 2000 Stock Option
and Equity Incentive Plan (the "Plan") in consideration of the Employee's
services to the Company (the "Restricted Stock Grant").
A. Grant Date: .
B. Restricted Shares: _________ shares of the Company's no par value
common stock ("Common Stock").
C. Vesting Schedule: The Restricted Shares shall vest according to the
Vesting Schedule attached hereto as Schedule 1. The Restricted
Shares which have become vested pursuant to the Vesting Schedule are
herein referred to as the "Vested Restricted Shares."
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the Grant Date set forth above.
AREA BANCSHARES CORPORATION
ATTEST: By:
--------------------------------
Title:
-----------------------------
By:
---------------------------------
Title:
------------------------------
[CORPORATE SEAL]
----------------------
EMPLOYEE
1
<PAGE> 2
ADDITIONAL TERMS AND CONDITIONS OF
AREA BANCSHARES CORPORATION
RESTRICTED STOCK AGREEMENT
1. Restricted Shares Held by the Share Custodian. Employee hereby
authorizes and directs the Company to deliver any share certificate issued by
the Company to evidence Restricted Shares to the Secretary of the Company or
such other officer of the Company as may be designated by the Committee (the
"Share Custodian") to be held by the Share Custodian until the Restricted Shares
become Vested Restricted Shares in accordance with the Vesting Schedule. When
the Restricted Shares become Vested Restricted Shares, the Share Custodian shall
deliver the Restricted Shares to Employee. Employee hereby irrevocably appoints
the Share Custodian, and any successor thereto, as the true and lawful
attorney-in-fact of Employee with full power and authority to execute any stock
transfer power or other instrument necessary to transfer the Restricted Shares
to the Company in accordance with this Agreement, in the name, place, and stead
of Employee. The term of such appointment shall commence on the date of the
Restricted Stock Grant and shall continue until the Restricted Shares are
delivered to the Employee as provided above or forfeited, as applicable.
2. Condition to Delivery of Restricted Shares.
(a) In order not to forfeit the Restricted Shares, Employee
must deliver to the Company, within thirty (30) days of the earlier of
(i) the date on which any Restricted Shares become Vested Restricted
Shares, or (ii) the making of an election pursuant to Code Section
83(b) as to all or any portion of the Restricted Shares, either cash or
a certified check payable to the Company in the amount of all of the
withholding tax obligations (whether federal, state or local), imposed
on the Company by reason of the vesting of the Restricted Shares, or
the making of an election pursuant to Code Section 83(b), as
applicable, except as provided in Section 2(b).
(b) If the Employee does not make an election pursuant to Code
Section 83(b), in lieu of paying the withholding tax obligation in cash
or by certified check as described in Section 2(a), Employee may elect
to have the actual number of Vested Restricted Shares reduced by the
smallest number of whole shares of Common Stock which, when multiplied
by the Fair Market Value of the Common Stock, as determined by the
Committee, on the vesting date, is sufficient to satisfy the amount of
the withholding tax obligations imposed on the Company by reason of the
vesting of the Restricted Shares (the "Withholding Election"). Employee
may make a Withholding Election only if both of the following
conditions are met:
(i) the Withholding Election must be made on or prior to
the date on which the amount of tax required to be withheld
is determined (the "Tax Date") by executing and delivering to
the Company a properly completed Notice of Withholding
Election, in substantially the form of Exhibit A attached
hereto; and
(ii) any Withholding Election made must be irrevocable;
however, the Board of Directors may, in its sole discretion,
disapprove and give no effect to any Withholding Election.
3. Rights as Stockholder. Employee, or his permitted transferee
under Section 4(b), shall have no rights as a stockholder with respect to the
Restricted Shares until a stock certificate for the shares is issued in
Employee's name. Once any such stock certificate is issued and delivered to the
Share Custodian and during the period that the Share Custodian holds the
Restricted Shares, Employee shall be entitled to all rights associated with the
ownership of shares of Common Stock not so held, except as follows: (a) if
additional shares of Common Stock become issuable to Employee with respect to
Restricted Shares due to an event described in Section 7 below, any stock
certificate representing such shares shall be delivered to the Share Custodian
and those shares of Common Stock shall be subject to forfeiture to the same
extent as the shares of Restricted Shares to which they relate; and (b) the
Employee shall have no rights inconsistent with the terms of this Agreement,
such as the restrictions on transfer
2
<PAGE> 3
described in Section 4(b) below. Employee shall be entitled to cash dividends
paid or declared on all Restricted Shares.
4. Forfeiture and Restrictions on Transfer of Restricted Shares.
(a) Forfeiture upon Termination of Employment. Notwithstanding
anything to the contrary herein, upon a Termination of Employment
effected by the Employee or the Company for any reason other than (i)
due to the Employee's death or Disability or (ii) after attaining at
least age 62, all Restricted Shares which are not Vested Restricted
Shares shall be forfeited as of the effective date of the Termination
of Employment.
(b) Restrictions on Transfer of Restricted Shares. Employee
shall effect no Disposition of Restricted Shares prior to the date that
the shares are delivered to him by the Share Custodian; provided,
however, that this provision shall not preclude a transfer by will or
the laws of descent and distribution in the event of the death of the
Employee.
(c) Legends. Any stock certificates representing the
Restricted Shares issued to the Share Custodian shall be endorsed with
the following legend and the Employee shall not effect any transfer of
the Restricted Shares without first complying with the restrictions on
transfer described in such legend:
TRANSFER IS RESTRICTED
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER SET FORTH IN A RESTRICTED STOCK
AGREEMENT DATED ______________, A COPY OF WHICH IS AVAILABLE
FROM THE COMPANY.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED UNLESS
(1) THERE IS AN EFFECTIVE REGISTRATION UNDER SUCH ACT COVERING
SUCH SECURITIES, (2) THE TRANSFER IS MADE IN COMPLIANCE WITH
RULE 144 PROMULGATED UNDER SUCH ACT, OR (3) THE ISSUER
RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE
COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
HYPOTHECATION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT.
EMPLOYEE AGREES THAT THE COMPANY MAY ALSO ENDORSE ANY OTHER LEGENDS REQUIRED BY
APPLICABLE FEDERAL OR STATE SECURITIES LAWS. THE COMPANY NEED NOT REGISTER A
TRANSFER OF THE RESTRICTED SHARES AND MAY ALSO INSTRUCT ITS TRANSFER AGENT, IF
ANY, NOT TO REGISTER THE TRANSFER OF THE RESTRICTED SHARES UNLESS THE CONDITIONS
SPECIFIED IN THE FOREGOING LEGENDS ARE SATISFIED.
5. Removal of Legend and Transfer Restrictions.
(a) The restrictions described in the first sentence of the
legend set forth in Section 4(c) above and any related stop transfer
instructions may be removed and the Company shall issue necessary
replacement certificates without that portion of the legend to the
Employee as of the date that the Share Custodian may deliver any such
certificates to the Employee pursuant to Section 1 above.
(b) The restrictions described in the second sentence of the
legend set forth in Section 3(c) above and any related stop transfer
instructions may be removed and the Company shall issue necessary
replacement certificates without that portion of the legend to the
Employee if the shares of Common
3
<PAGE> 4
Stock represented by the certificates: (i) are registered under the
Securities Act of 1933 (the "1933 Act") and a prospectus meeting the
requirements of Section 10 of the 1933 Act is available; (ii) at such
time as permitted by Rule 144(k) promulgated under the 1933 Act; or
(iii) upon receipt of an opinion of counsel, reasonably satisfactory
to the Company stating that such sale, transfer, assignment or
hypothecation is exempt from the requirements of the 1933 Act.
6. Investment Representations. Employee hereby represents,
warrants, covenants, and agrees with the Company as follows:
(a) The Restricted Shares being acquired by Employee will be
acquired for Employee's own account without the participation of any
other person, with the intent of holding the Restricted Shares for
investment and without the intent of participating, directly or
indirectly, in a distribution of the Restricted Shares and not with a
view to, or for resale in connection with, any distribution of the
Restricted Shares, nor is Employee aware of the existence of any
distribution of the Restricted Shares;
(b) Employee is not acquiring the Restricted Shares based upon
any representation, oral or written, by any person with respect to the
future value of, or income from, the Restricted Shares but rather upon
an independent examination and judgment as to the prospects of the
Company;
(c) The Restricted Shares were not offered to Employee by
means of publicly disseminated advertisements or sales literature, nor
is Employee aware of any offers made to other persons by such means;
(d) Employee is able to bear the economic risks of the
investment in the Restricted Shares, including the risk of a complete
loss of Employee's investment therein;
(e) Employee understands and agrees that the Restricted Shares
will be issued and sold to Employee without registration under any
state law relating to the registration of securities for sale, and will
be issued and sold in reliance on the exemptions from registration
under the 1933 Act, provided by Sections 3(b) and/or 4(2) thereof and
the rules and regulations promulgated thereunder;
(f) The Restricted Shares cannot be offered for sale, sold or
transferred by Employee other than pursuant to: (A) an effective
registration under the 1933 Act or in a transaction otherwise in
compliance with the 1933 Act; and (B) evidence satisfactory to the
Company of compliance with the applicable securities laws of other
jurisdictions. The Company shall be entitled to rely upon an opinion of
counsel satisfactory to it with respect to compliance with the above
laws;
(g) The Company will be under no obligation to register the
Restricted Shares or to comply with any exemption available for sale of
the Restricted Shares without registration or filing, and the
information or conditions necessary to permit routine sales of
securities of the Company under Rule 144 of the 1933 Act are not now
available and no assurance has been given that it or they will become
available. The Company is under no obligation to act in any manner so
as to make Rule 144 available with respect to the Restricted Shares;
(h) Employee has and has had complete access to and the
opportunity to review and make copies of all material documents related
to the business of the Company, including, but not limited to,
contracts, financial statements, tax returns, leases, deeds, and other
books and records. Employee has examined such of these documents as
Employee has wished and is familiar with the business and affairs of
the Company. Employee realizes that the purchase of the Restricted
Shares is a speculative investment and that any possible profit
therefrom is uncertain;
4
<PAGE> 5
(i) Employee has had the opportunity to ask questions of and
receive answers from the Company and any person acting on its behalf
and to obtain all material information reasonably available with
respect to the Company and its affairs. Employee has received all
information and data with respect to the Company which Employee has
requested and which Employee has deemed relevant in connection with the
evaluation of the merits and risks of Employee's investment in the
Company;
(j) Employee has such knowledge and experience in financial
and business matters that Employee is capable of evaluating the merits
and risks of the purchase of the Restricted Shares hereunder and
Employee is able to bear the economic risk of such purchase; and
(k) The agreements, representations, warranties, and covenants
made by Employee herein extend to and apply to all of the Restricted
Shares of the Company issued to Employee pursuant to this Agreement.
Acceptance by Employee of the certificate representing such Restricted
Shares shall constitute a confirmation by Employee that all such
agreements, representations, warranties, and covenants made herein
shall be true and correct at that time.
7. Change in Capitalization.
(a) The number and kind of Restricted Shares shall be
proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a subdivision or
combination of shares or the payment of a stock dividend in shares of
Common Stock to holders of outstanding shares of Common Stock or any
other increase or decrease in the number of shares of Common Stock
outstanding is effected without receipt of consideration by the
Company. No fractional shares shall be issued in making such
adjustment. All adjustments made by the Committee under this Section
shall be final, binding, and conclusive.
(b) In the event of a merger or consolidation, extraordinary
dividend (including a spin-off), reorganization or other change in the
corporate structure of the Company or the Common Stock or a tender
offer for shares of Common Stock, an appropriate adjustment may be made
with respect to the Restricted Shares such that other securities, cash
or other property may be substituted for the Common Stock held by the
Employee pursuant to the Restricted Stock Grant.
(c) The existence of the Plan and the Restricted Stock Grant
shall not affect the right or power of the Company to make or authorize
any adjustment, reclassification, reorganization or other change in its
capital or business structure, any merger or consolidation of the
Company, any issue of debt or equity securities having preferences or
priorities as to the Common Stock or the rights thereof, the
dissolution or liquidation of the Company, any sale or transfer of all
or part of its business or assets, or any other corporate act or
proceeding.
8. Governing Laws. This Agreement shall be construed, administered and
enforced according to the laws of the Commonwealth of Kentucky; provided,
however, no Restricted Shares shall be issued except, in the reasonable judgment
of the Committee, in compliance with exemptions under applicable state
securities laws of the state in which Employee resides, and/or any other
applicable securities laws.
9. Successors. This Agreement shall be binding upon and inure to the
benefit of the heirs, legal representatives, successors, and permitted assigns
of the parties.
10. Notice. Except as otherwise specified herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed to
have been given if personally delivered or if sent by registered or certified
United States mail, return receipt requested, postage prepaid, addressed to the
proposed recipient at the
5
<PAGE> 6
last known address of the recipient. Any party may designate any other address
to which notices shall be sent by giving notice of the address to the other
parties in the same manner as provided herein.
11. Severability. In the event that any one or more of the provisions
or portion thereof contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, the same shall not
invalidate or otherwise affect any other provisions of this Agreement, and this
Agreement shall be construed as if the invalid, illegal or unenforceable
provision or portion thereof had never been contained herein.
12. Entire Agreement. Subject to the terms and conditions of the Plan,
this Agreement expresses the entire understanding and agreement of the parties
with respect to the subject matter. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.
13. Violation. Any Disposition of the Restricted Shares or any portion
thereof shall be a violation of the terms of this Agreement and shall be void
and without effect.
14. Headings and Capitalized Terms. Paragraph headings used herein are
for convenience of reference only and shall not be considered in construing this
Agreement. Capitalized terms used, but not defined, in this Agreement shall be
given the meaning ascribed to them in the Plan.
15. Specific Performance. In the event of any actual or threatened
default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the party or parties who are thereby aggrieved shall have the right
to specific performance and injunction in addition to any and all other rights
and remedies at law or in equity, and all such rights and remedies shall be
cumulative.
16. No Right to Continued Retention. Neither the establishment of the
Plan nor the award of Restricted Shares hereunder shall be construed as giving
Employee the right to a continued service relationship with the Company or an
Affiliate.
6
<PAGE> 7
EXHIBIT A
NOTICE OF WITHHOLDING ELECTION
AREA BANCSHARES CORPORATION
2000 STOCK OPTION AND EQUITY INCENTIVE PLAN
TO: Area Bancshares Corporation
FROM:
RE: Withholding Election
This election relates to the Restricted Stock Grant identified in
Paragraph 3 below. I hereby certify that:
(1) My correct name and social security number and my current address
are set forth at the end of this document.
(2) I am (check one, whichever is applicable).
[ ] the original recipient of the Restricted Stock Grant.
[ ] the legal representative of the estate of the original
recipient of the Restricted Stock Grant.
[ ] a legatee of the original recipient of the Restricted Stock
Grant.
[ ] the legal guardian of the original recipient of the Restricted
Stock Grant.
(3) The Restricted Stock Grant pursuant to which this election relates
was issued under the Area Bancshares Corporation 2000 Stock Option and Equity
Incentive Plan (the "Plan") in the name of_________________ for a total of
__________ shares of Common Stock. This election relates to ______ shares of
Common Stock issued upon the vesting of the Restricted Shares, provided that the
numbers set forth above shall be deemed changed as appropriate to reflect stock
splits and other adjustments contemplated by the applicable Plan provisions.
(4) I hereby elect to have certain of the shares withheld by the Company
for the purpose of having the value of the shares applied to pay federal, state
and local, if any, taxes arising from the exercise.
The fair market value of the shares to be withheld in addition to
$_________ in cash to be tendered to the Company by the recipient of the
Restricted Stock Grant shall be equal to the minimum statutory tax withholding
requirement under federal, state and local law in connection with the exercise.
(5) This Withholding Election is made no later than the Tax Date and is
otherwise timely made pursuant to the Plan.
(6) I understand that this Withholding Election is made prior to the Tax
Date and is otherwise timely made pursuant to Section 5.1 of the Plan.
(7) I further understand that, if this Withholding Election is not
disapproved by the Committee, the Company shall withhold from the Vested
Restricted Shares a whole number of shares of Common Stock having the value
determined in accordance with Paragraph 4 above.
Exhibit A -- Page 1 of 3
<PAGE> 8
(8) The Plan has been made available to me by the Company, I have read
and understand the Plan and I have no reason to believe that any of the
conditions therein to the making of this Withholding Election have not been met.
Capitalized terms used in this Notice of Withholding Election without definition
shall have the meanings given to them in the Plan.
Dated:
------------------------------------
Signature:
--------------------------------
------------------------------------------
Name (Printed)
------------------------------------------
Street Address
------------------------------------------
City, State, Zip Code
Exhibit A -- Page 2 of 3
<PAGE> 9
SCHEDULE I
TO AREA BANCSHARES CORPORATION
RESTRICTED STOCK AWARD
Vesting Schedule
A. The Restricted Shares shall become Vested Restricted Shares following
completion of the years of service for the Company as indicated in the schedule
below.
<TABLE>
<CAPTION>
Percentage of Shares Years of Service
Which are Vested Restricted Shares after Grant Date
---------------------------------- ----------------
<S> <C>
20% 1
40% 2
60% 3
80% 4
100% 5
</TABLE>
B. Notwithstanding Part A, in the event of a Change in Control, the Restricted
Shares will be fully vested as of a date determined by the Committee which is no
less than thirty (30) days prior to the effective date of a Change in Control;
provided that the Employee is employed by the Company or any Affiliate on the
date of a Change in Control.
C. Notwithstanding Part A, the Restricted Shares will be fully vested as of the
date the Optionee reaches age 62, becomes subject to a Disability or dies,
provided that the Employee is employed by the Company or any Affiliate on such
date.
D. For purposes of the Vesting Schedule, Employee shall be granted a year of
service for each consecutive twelve (12) month period following the Grant Date
and during which Employee continues, at all times, as an employee of the
Company.
Exhibit A -- Page 3 of 3
