EX-10.3 4 tm2510674d1_ex10-3.htm EXHIBIT 10.3

 

Exhibit 10.3

 

Form Of

 

PERFORMANCE Restricted Stock uNIT Award

 

Granted by

 

FIRST SAVINGS FINANCIAL GROUP, INC.

 

under the

 

FIRST SAVINGS FINANCIAL GROUP, INC. 

2025 EQUITY INCENTIVE PLAN

 

This Performance Restricted Stock Unit Award Agreement (“Performance Restricted Stock Unity Award” or “Agreement”) is and will be subject in every respect to the provisions of the First Savings Financial Group, Inc. 2025 Equity Incentive Plan (the “Plan”), which are incorporated herein by reference and made a part of this Agreement, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided to each person granted a Performance Restricted Stock Unit Award pursuant to the Plan. The holder of this Performance Restricted Stock Unit Award (the “Participant”) hereby accepts the Performance Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Committee appointed to administer the Plan (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” means First Savings Financial Group, Inc., including its present and future subsidiaries, as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (“Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan.

 

1.Name of Participant:  

 

2.Date of Grant:________________

 

3.Target Number of Performance Restricted Stock Units: ________________

 

3.1The total number of Performance Restricted Stock Units (“RSUs”) to be issued may increase or decrease depending on whether the performance conditions are satisfied at the threshold, target or maximum levels as provided in Exhibit A attached to this Agreement. The Committee shall determine the extent to which the performance goals have been achieved, and the level of achievement. The Committee has the authority to extrapolate between the threshold, target and maximum levels earned.

 

  3.2 Exhibit A sets forth the performance period and the performance goals.

 

4.Vesting Schedule. Except as otherwise provided in the Plan and this Agreement, the Performance RSUs first become earned in accordance with the vesting schedule specified in Exhibit A. The Participant must be employed as of the applicable vesting date to receive the number of shares determined in accordance with this Agreement and Exhibit A. The Performance RSUs that become vested under the Plan and this Agreement shall be settled and paid to the Participant on the payment date specified in Exhibit A.

 

 

 

 

The “Performance Period” for this Performance Restricted Stock Unit Award is the [three] year period from the fiscal year ended [date], to fiscal year ended [date]. The total number of Performance RSUs that vest, if any, will depend on whether and to what extent the performance measures have been satisfied. The Committee shall thereafter report its determination to the Board and to the Participant.

 

5.Issuance of Stock. Subject to the other terms of this Award Agreement and the terms of the Plan, all vested Performance Restricted Stock Awards will convert to Stock and be issued to the Participant as soon as practicable after the Committee certifies the performance achieved following the end of the Performance Period but not later than [date] (the “Settlement Date”). Notwithstanding anything in this Award Agreement to the contrary, the Company may, in its sole discretion, settle the Award in cash in an amount equal to the aggregate value of the Awards based upon the Fair Market Value of the Stock on the Settlement Date. The total number of shares of Stock to be issued pursuant to the Award shall, to the extent necessary, be rounded up to the next whole share in order to avoid the issuance of a fractional share.

 

6.Dividend Equivalents and Voting Rights.

 

(a)            Dividend Equivalents. Performance Restricted Stock Unit Awards will earn Dividend Equivalent Rights during the vesting period.

 

(b)           No Voting Rights. The Participant shall have no voting right with respect to any Performance Restricted Stock Unit Award granted hereunder. Following the vesting of and conversion of Performance Awards to Stock, the Participant shall be entitled to vote such Stock on the same basis as other stockholders.

 

7.Effect of Termination of Service on Performance RSU. The Performance RSUs will vest as follows upon a Termination of Service:

 

(i)Death. In the event of the Participant’s Termination of Service by reason of death, any unvested Performance RSUs subject to this Agreement will vest at the target level of performance (or if actual achievement of the performance measures is greater than the target level, at the actual achievement level).

 

(ii)Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested Performance RSUs subject to this Agreement will vest at the target level of performance (or if actual achievement of the performance measures is greater than the target level, at the actual achievement level).

 

(iii)Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested Performance RSUs shall vest at target (or, if greater, actual annualized performance measured as of the most recent completed fiscal quarter).

 

(iv)Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Performance RSUs subject to this Agreement that have not vested will expire and be forfeited.

 

(v)Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability, Cause, or an Involuntary Termination at or following a Change in Control, all Performance RSUs subject to this Agreement that have not vested as of the date of the Termination of Service will expire and be forfeited.

 

2

 

 

8.            Miscellaneous.

 

8.1Except as otherwise provided in this Agreement, the Performance RSUs will not confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

 

8.2Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.

 

8.3This Performance Restricted Stock Unit Award is not transferable except as provided for in the Plan.

 

8.4This Agreement will be governed by and construed in accordance with the laws of the State of Indiana.

 

8.5Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue in the employ or service of the Company or any Affiliate.

 

8.6This Performance Restricted Stock Unit Award is subject to forfeiture and clawback in accordance with the provisions of Sections 7.17 and 7.19 of the Plan.

 

8.7This Performance Restricted Stock Unit Award is subject to any required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

 

8.8This Performance Restricted Stock Unit Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.

 

8.9In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.

 

8.10This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.

 

3

 

 

9.            Section 409A of the Code.

 

The Performance Restricted Stock Unit Award and payments made pursuant to this Agreement and the Plan are intended to satisfy the “short-term deferral” rule set forth in Code Section 409A and the regulations of the United States Treasury Department issued thereunder (“Treasury Regulations”). Notwithstanding any other provision in this Agreement or the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Agreement and/or the Plan so that the Awards granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Awards shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Awards. Nothing in this Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Agreement.

 

If this Award fails to satisfy the requirements of the short-term deferral rule and is otherwise not exempt from, and therefore deemed to be deferred compensation subject to, Code Section 409A, and if the Participant is a “Specified Employee” (within the meaning set forth Code Section 409A(a)(2)(B)(i)) as of the date of the Participant’s separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled dates and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth in this Agreement, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation under Code Section 409A. Each installment of shares that vests is a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

 

[Signature page follows]

 

4

 

 

IN WITNESS WHEREOF, the Company has caused this document to be executed in its name and on its behalf as of the date of grant of this Award set forth above.

 

  First Savings Financial Group, Inc.
   
  By:         
   
  Its:  

 

Participant’s Acceptance

 

The undersigned hereby accepts the foregoing Performance Restricted Stock Unit Award and agrees to the terms and conditions hereof, including the terms and provisions of the First Savings Financial Group, Inc. 2025 Equity Incentive Plan. The undersigned hereby acknowledges receipt of a copy of the First Savings Financial Group, Inc. 2025 Equity Incentive Plan.

 

  Participant
   
   

 

5

 

 

EXHIBIT A

 

PERFORMANCE CRITERIA