Pennsylvania
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23-1886144
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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Incorporation or Organization)
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Jeffrey M. Schweitzer
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Scott A. Brown, Esq.
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President and Chief Executive Officer
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Thomas P. Hutton, Esq.
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Univest Financial Corporation
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Luse Gorman, PC
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14 North Main Street
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5335 Wisconsin Ave., N.W., Suite 780
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Souderton, Pennsylvania 18964
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Washington, DC 20015-2035
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(215) 721-2400
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(202) 274-2000
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ☐
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Accelerated filer ⌧
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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A.
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The indemnification provided hereunder shall be in addition to and not exclusive of any other right to which those seeking indemnification may be entitled under any agreement, vote of Shareholders, or
disinterested Directors, other By-Law, or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding such office; and shall continue as to a person who has ceased to be a Director, Alternate
Director, or officer, and shall inure to the benefit of their heirs, executors, and administrators of such person.
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B.
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The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Alternate Director, officer, employee or agent, is now or was serving at the request of the Corporation as a
Director, Alternate Director, officer, employee or agent of a subsidiary of the Corporation, another company, partnership, joint venture, trust, charitable, religious, or educational organization, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions above mentioned.
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Regulation S-K
Exhibit Number
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Document
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Item 9. |
Undertakings
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UNIVEST FINANCIAL CORPORATION
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By:
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/s/ Jeffrey M. Schweitzer |
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Jeffrey M. Schweitzer
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President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/ William S. Aichele |
Chairman and Director
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August 1, 2023
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William S. Aichele
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/s/ Jeffrey M. Schweitzer
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President, Chief Executive Officer
and Director
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August 1, 2023
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Jeffrey M. Schweitzer
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(Principal Executive Officer)
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/s/ Brian J. Richardson
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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August 1, 2023
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Brian J. Richardson
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/s/ Joseph P. Beebe |
Director
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August 1, 2023
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Joseph P. Beebe
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/s/ Todd S. Benning |
Director
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August 1, 2023
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Todd S. Benning
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Signatures
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Title
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Date
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/s/ Martin P. Connor |
Director
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August 1, 2023
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Martin P. Connor
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/s/ Suzanne Keenan |
Director
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August 1, 2023
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Suzanne Keenan
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/s/ Natalye Paquin |
Director
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August 1, 2023
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Natalye Paquin
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/s/ Thomas M. Petro |
Director
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August 1, 2023
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Thomas M. Petro
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/s/ Michael L. Turner |
Director
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August 1, 2023
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Michael L. Turner
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/s/ Robert C. Wonderling |
Director
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August 1, 2023
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Robert C. Wonderling
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/s/ Charles H. Zimmerman III |
Director
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August 1, 2023
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Charles H. Zimmerman III
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Re: |
Univest Financial Corporation - Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC |
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LUSE GORMAN, PC
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1.
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Name of Participant:______________________________________________________
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2.
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Date of Grant: _________, 20___.
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3.
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Total number of shares of Company common stock, $5.00 par value per share, that may be acquired pursuant to this
Award:_____________
(subject to adjustment pursuant to Section 8 hereof). |
4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned and will be settled
in Stock in accordance with the following vesting schedule:
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5. |
Settlement of Restricted Stock Unit Award. On or as soon as practicable after the vesting of any Restricted Stock Units, the Company shall promptly deliver to the
Participant either
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6. |
Terms and Conditions.
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6.1 |
The Participant will not have the right to vote the shares of Stock underlying this Award until this the units become vested and are settled in Stock.
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6.2 |
Dividend Equivalent Rights attributable to Restricted Stock Units will be credited to a Participant’s account and shall be distributed in cash upon settlement of the Restricted Stock Units. Dividend Equivalent
Rights will not earn interest and if the Restricted Stock Unit is forfeited for any reason, the Participant will have no right to the Dividend Equivalent Rights. Upon settlement of the vested Restricted Stock Units in shares of Stock, the
Participant will obtain full dividend, voting and other rights as a shareholder of the Company. Any beneficiary, heir or legatee of the Participant shall receive the rights herein granted with respect to any vested Restricted Stock Units,
subject to the terms and conditions of this Agreement and the Plan. Any transferee of such rights shares shall agree in writing to be bound by the terms and conditions of this Agreement.
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7. |
Delivery of Shares. Delivery of shares of Stock under this Restricted Stock Unit Award will comply with all applicable laws (including the requirements of the Securities
Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.
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8. |
Adjustment Provisions. The number of unvested shares of Stock subject to this Restricted Stock Unit Award, will be adjusted upon the occurrence of the events specified in,
and in accordance with the provisions of, Section 3.4 of the Plan.
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9. |
Effect of Termination of Service on Restricted Stock Unit Award.
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9.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested units will immediately vest.
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9.2 |
Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested units will immediately vest.
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9.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control (at least six months following the Date of Grant
to any Director), any unvested units will immediately vest.
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9.4 |
Retirement. [In the case of a non-employee Director, in the event of the Participant’s Termination of Service by reason of Retirement, then that portion of the Award
(calculated on a pro-rata basis based upon the period between the date of this Agreement and the date of Retirement, divided by the original vesting period provided in this Agreement will become vested and settled in shares of Stock. For
purposes of this Agreement, Retirement shall mean the date of the latter to occur of (i) the first day of the month following the Participant’s seventy-second birthday or (ii) the date that the Participant actually retires as a Director.] [In
the case of an Employee, any unvested units will expire and be forfeited as of the date of the Termination of Service on account of the Participant’s Retirement.]
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9.5 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested units will expire and be
forfeited as of the date of the Termination of Service.
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9.6 |
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability,
Retirement, or an Involuntary Termination of Service at or following a Change in Control, any unvested units will expire and be forfeited as of the date of the Termination of Service.
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10.1 |
This Restricted Stock Unit Award will not confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills
all conditions for receipt of such rights.
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10.2 |
Except 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.
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10.3 |
This Restricted Stock Unit Award is not transferable except as provided for in the Plan.
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10.4 |
This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
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10.5 |
Nothing 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.
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10.6 |
This Restricted Stock Unit Award is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
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10.7 |
This 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.
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10.8 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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10.9 |
This 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.
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10.10 |
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.
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10.11 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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1.
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Name of Participant:______________________________________________________
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2.
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Date of Grant: _________, 20___.
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3.
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Total number of shares of Company common stock, $5.00 par value per share, that may be acquired pursuant to this Award:____________
(subject to adjustment pursuant to Section 8 hereof). |
4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned and will be settled
in Stock in accordance with the following vesting schedule:
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5. |
Settlement of Restricted Stock Unit Award. On or as soon as practicable after the vesting of any Restricted Stock Units, the Company shall promptly deliver to the
Participant either electronically through book-entry at the Corporation’s transfer agent or physically one or more certificates representing whole shares of Common Stock (one share of common stock for each Restricted Stock Unit); provided, however, the Company shall not be liable to the Participant, the Participant’s personal representative or the Participant’s successor(s)-in-interest for damages relating to any delays in issuing
the certificates, any loss of the certificates or any mistakes or errors in the issuance of the certificate or in the certificates themselves.
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6. |
Terms and Conditions.
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6.1 |
The Participant will not have the right to vote the shares of Stock underlying this Award until this the units become vested and are settled in Stock.
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6.2 |
Dividend Equivalent Rights attributable to Restricted Stock Units will be credited to a Participant’s account and shall be distributed in cash upon settlement of the Restricted Stock Units. Dividend Equivalent
Rights will not earn interest and if the Restricted Stock Unit is forfeited for any reason, the Participant will have no right to the Dividend Equivalent Rights. Upon settlement of the vested Restricted Stock Units in shares of Stock, the
Participant will obtain full dividend, voting and other rights as a shareholder of the Company. Any beneficiary, heir or legatee of the Participant shall receive the rights herein granted with respect to any vested Restricted Stock Units,
subject to the terms and conditions of this Agreement and the Plan. Any transferee of such rights shares shall agree in writing to be bound by the terms and conditions of this Agreement.
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7. |
Delivery of Shares. Delivery of shares of Stock under this Restricted Stock Unit Award will comply with all applicable laws (including the requirements of the Securities
Act of 1933, as amended), and the applicable requirements of any securities exchange or similar entity.
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8. |
Adjustment Provisions. The number of unvested shares of Stock subject to this Restricted Stock Unit Award, will be adjusted upon the occurrence of the events specified in,
and in accordance with the provisions of, Section 3.4 of the Plan.
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9. |
Effect of Termination of Service on Restricted Stock Unit Award.
Upon the Participant’s Termination of Service, this units subject to this Restricted Stock Unit Award will vest as follows
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9.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, unvested units will immediately vest pro-rata, by multiplying (i) the number of Awards
that would be obtained based on achievement at target (or if actual achievement of the performance measures is greater than the target level, at the actual achievement level) as of the date of death, by (ii) a fraction, the numerator of which
is the number of whole months the Participant was in Service during the performance period and the denominator of which is the number of months in the performance period.
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9.2 |
Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested units will immediately vest pro-rata, by multiplying (i) the
number of Awards that would be obtained based on achievement at target (or if actual achievement of the performance measures is greater than the target level, at the actual achievement level) as of the date of death, by (ii) a fraction, the
numerator of which is the number of whole months the Participant was in Service during the performance period and the denominator of which is the number of months in the performance period.
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9.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested units will immediately vest based
on the greater of the target level of performance or actual performance measured as of the most recent completed fiscal quarter.
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9.4 |
Retirement. [In the case of a non-employee Director, in the event of the Participant’s Termination of Service by reason of Retirement, then that portion of the Award
(calculated on a pro-rata basis based upon the period between the date of this Agreement and the date of Retirement, divided by the original vesting period provided in this Agreement) multiplied by the actual performance achievement rate will
vest on the original vest date and will be settled shares of Stock. For purposes of this Agreement, “Retirement” shall mean the date of the latter to occur of (i) the first day of the month following the Participant’s seventy-second birthday
or (ii) the date that the Participant actually retires as a Director.] [In the case of an Employee, any unvested units will expire and be forfeited as of the date of the Termination of Service on account of the Participant’s Retirement.]
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9.5 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested units will expire and be
forfeited as of the date of the Termination of Service.
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9.6 |
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability,
Retirement, or an Involuntary Termination of Service at or following a Change in Control, any unvested units will expire and be forfeited as of the date of the Termination of Service.
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10.1 |
This Restricted Stock Unit Award will not confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills
all conditions for receipt of such rights.
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10.2 |
Except 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.
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10.3 |
This Restricted Stock Unit Award is not transferable except as provided for in the Plan.
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10.4 |
This Restricted Stock Unit Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
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10.5 |
Nothing 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.
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10.6 |
This Restricted Stock Unit Award is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
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10.7 |
This 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.
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10.8 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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10.9 |
This 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.
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10.10 |
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.
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10.11 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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1.
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Name of Participant:__________________________________
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2. |
Date of Grant: ________________, 20___
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3.
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Total number of shares of Company common stock, $5.00 par value per share, that may be acquired pursuant to this Option:___________
(subject to adjustment pursuant to Section 9 hereof). |
•
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This Award is intended to be an Incentive Stock Option. The Option will be an Incentive Stock Option to the maximum extent permitted under Code Section 422(d), which means that up to $100,000
of Options that vest in any one calendar year will be Incentive Stock Options (based on the exercise price of the Option).
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•
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Please note that for purposes of determining the maximum number of Options that can vest in any one calendar year as Incentive Stock Options, the Options granted to you pursuant to this
Agreement that vest in a calendar year will be aggregated with any earlier Option grant you received that vest in the same calendar year. If you vest in the maximum number of Incentive Stock Options in which you are permitted to vest for a
calendar year under a prior Option Award, Options that you receive under this Agreement that vest in the same calendar year may be considered Non-Qualified Stock Options.
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4. | Exercise price per share:______________________
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5. |
Expiration Date of Option: _________, 20 . Notwithstanding anything in this Agreement to the contrary, no part of this Option may be exercised at any time on
or after the expiration date.
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6. |
Vesting Schedule. Except as otherwise provided in this Agreement, the Option(s) granted hereunder will vest (i.e., become
exercisable) in accordance with the following schedule:
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7. |
Exercise Procedure and Delivery of Notice of Exercise of Option. This Option may be exercised in whole or in part by the Participant’s delivery to the Company of written
notice (the “Notice of Exercise of Option” attached hereto as Exhibit A or as otherwise acceptable to the Company) setting forth the number of shares with respect to which
this Option is to be exercised, together with payment by cash or other means acceptable to the Committee, in accordance with the Plan.
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8. |
Delivery of Shares. Delivery of shares of Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act of
1933, as amended) and the applicable requirements of any securities exchange or similar entity.
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9. |
Adjustment Provisions. This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events
specified in, and in accordance with the provisions of Section 3.4 of the Plan.
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10. |
Accelerated Vesting and Exercisability Period
The vesting of this Option will accelerate as set forth in the following provisions under the Plan:
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10.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested portion of this Option will vest and any unexercised portion of the Option
may thereafter be exercised by the Participant’s legal representative or beneficiaries for the lesser of: (i) a period of one (1) year from the Participant’s date of death, or (ii) the remaining unexpired term of the Option.
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10.2 |
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any unvested portion of this Option will vest and any
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unexercised portion of the Option may thereafter be exercised by the Participant or the Participant’s legal representative for the lesser of: (i) a period of one (1) year following the Termination of Service due
to Disability, or (ii) the remaining unexpired term of the Option.
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10.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested portion of the Option will vest and
any unexercised portion of the Option may be exercised by the Participant or the Participant’s legal representative for a period of one (1) year following the Participant’s Involuntary Termination of Service.
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10.4 |
Retirement. In the event of the Participant’s Termination of Service by reason of the Participant’s Retirement, vested Options may be exercised for a period of one (1) year
from the date of Termination of Service. Options that have not vested will expire and be forfeited on the date of Termination of Service by reason of Retirement.
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10.5 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options subject to this Agreement
that have not been exercised will immediately expire and be forfeited.
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10.6 |
Other Termination. In the event of the Participant’s Termination from Service for any reason other than due to death, Disability,
Retirement, Involuntary Termination at or following a Change in Control, or for Cause, this Option may thereafter be exercised, only to the extent it was exercisable at the time of the termination and only for a period of one (1) year
following the termination.
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11. |
Incentive Stock Option Treatment. The Incentive Stock Options granted hereunder are subject to the requirements of Code Section 421. No Option will be eligible for
treatment as an Incentive Stock Option in the event the Option is exercised more than three (3) months following Termination of Service (except in the case of Termination of Service due to Disability). In order to obtain Incentive Stock
Option treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three (3) months of the Participant’s Termination of Service.
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12. |
Miscellaneous.
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12.1 |
No Option will 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.
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12.2 |
Except 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.
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12.3 |
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a
trust established by the Participant; or (iii)
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12.4 |
Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, which is two (2) years from the grant
date of the Option and more than one (1) year from the date of exercise.
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12.5 |
This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
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12.6 |
Nothing 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.
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12.7 |
This Option is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
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12.8 |
This Option is subject to any required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company.
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12.9 |
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.
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12.10 |
This Option 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.
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12.11 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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___ |
Cash or personal, certified or cashier’s check in the sum of $____________, in full/partial payment of the purchase price.
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___ |
Stock of the Company with a fair market value of $____________ in full/partial payment of the purchase price.*
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___ |
My check in the sum of $___________ and stock of the Company with a fair market value of $______, in full/partial payment of the purchase price.*
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___ |
A net settlement of the Option, using a portion of the shares obtained on exercise in payment of the exercise price of the Option (and, if applicable, any minimum required tax withholding).
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___ |
Selling ___________ shares from my Option shares through a broker in full/partial payment of the purchase price.
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1.
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Name of Participant:______________________________________________________
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2.
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Date of Grant: _________, 20___.
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3.
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Total number of shares of Company common stock, $5.00 par value per share, that may be acquired pursuant to this Award:_________
(subject to adjustment pursuant to Section 8 hereof). |
4.
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Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with
the following vesting schedule:
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5. |
Grant of Restricted Stock Award. The Restricted Stock Award will be in the form of issued and outstanding shares of Stock registered in the name of the Participant and held
by the Company, together, to the extend necessary, with a stock power executed by the
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6. |
Terms and Conditions.
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6.1 |
The Participant will have the right to vote the shares of Restricted Stock awarded hereunder on matters which require stockholder vote.
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6.2 |
No cash dividends shall be paid with respect to any Restricted Stock Awards unless and until the Participant vests in the underlying share(s) of Restricted Stock. Upon the vesting of Restricted Stock, any dividends
declared but not paid during the vesting period shall be paid within thirty (30) days following the vesting date. Any stock dividends declared on shares of Stock subject to the Restricted Stock Award shall be subject to the same restrictions
and will vest at the same time as the shares of Restricted Stock from which said dividends were derived. All unvested dividends shall be forfeited by the Participant to the extent the underlying Restricted Stock Awards are forfeited.
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7. |
Delivery of Shares. Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including the requirements of the Securities Act of
1933, as amended), and the applicable requirements of any securities exchange or similar entity.
|
8. |
Adjustment Provisions. The number of unvested shares of Stock subject to this Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and
in accordance with the provisions of, Section 3.4 of the Plan.
|
9. |
Effect of Termination of Service on Restricted Stock Award.
Upon the Participant’s Termination of Service, shares of Stock subject to this Restricted Stock Award will vest as follows:
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9.1 |
Death. In the event of the Participant’s Termination of Service by reason of death, any unvested shares will immediately vest.
|
9.2 |
Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares will immediately vest.
|
9.3 |
Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares will immediately vest.
|
9.4 |
Retirement. In the event of the Participant’s Termination of Service by reason of Retirement, any unvested shares of Restricted Stock subject to this Agreement will expire
and be forfeited as of the date of the Termination of Service. “Retirement” has the meaning set forth in Article 8 of the Plan.
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9.5 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested shares will expire and be
forfeited as of the date of the Termination of Service.
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9.6 |
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability,
Retirement, or an Involuntary Termination of Service at or following a Change in Control, any unvested shares will expire and be forfeited as of the date of the Termination of Service.
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10.1 |
This Restricted Stock Award will confer upon the Participant any rights as a stockholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills all
conditions for receipt of such rights.
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10.2 |
Except 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.
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10.3 |
This Restricted Stock Award is not transferable except as provided for in the Plan.
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10.4 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
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10.5 |
Nothing 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.
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10.6 |
This Restricted Stock Award is subject to forfeiture in accordance with the provisions of Section 7.16 of the Plan or as otherwise adopted by the Company.
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10.7 |
This Restricted Stock 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.
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10.8 |
In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control.
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10.9 |
This Restricted Stock 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.
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10.10 |
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.
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10.11 |
This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan.
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Security Type
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Security Class Title
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Fee Calculation Rule
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Amount to be Registered(1)
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Proposed Maximum Aggregate Offering Price Per Share(2)
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Maximum Aggregate Offering Price
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Fee Rate
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Amount of Registration Fee
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Equity
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Common stock, $5.00 par value per share
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457(c) and 457(h)
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1,200,000
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$19.62
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$23,544,000.00
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0.00011020
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$2,594.55
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Total Offering Amounts
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$23,544,000.00
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$2,594.55
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Total Fee Offsets
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$0.00
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||||||
Net Fee Due
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$2,594.55
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(1)
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Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to
the Univest Financial Corporation 2023 Equity Incentive Plan as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Univest Financial Corporation (the “Company”) pursuant to 17 C.F.R.
Section 230.416(a).
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(2)
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Estimated solely for the purpose of calculating the registration fee
in accordance with Rules 457(c) and (h) under the Securities Act, based on the average of the high and low prices of the Company’s common stock as
reported on the Nasdaq Stock Market on July 31, 2023.
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