EX-10.E 5 ex10-e.txt Exhibit 10(e) ------------- THE NATIONAL BANK OF INDIANAPOLIS CORPORATION --------------------------------------------- RESTRICTED STOCK AGREEMENT -------------------------- THIS AGREEMENT, made and executed as of the ____ day of _________ between The National Bank of Indianapolis Corporation, an Indiana corporation ("Company"), and _________________, an officer or employee of the Company or one of its Subsidiaries ("Participant"); WITNESSETH: WHEREAS, the Board of Directors and shareholders of the Company have adopted the "1993 Restricted Stock Plan of The National Bank of Indianapolis Corporation" ("Plan"), to promote the interests of the Company, its shareholders and the Subsidiaries of the Company by encouraging their officers and other key employees, upon whose judgment, initiative and industry the Company and its Subsidiaries are largely dependent for the successful conduct and growth of their businesses, to continue their association with the Company by providing additional incentive and opportunity for unusual industry and efficiency through stock ownership; and WHEREAS, it is the view of the Company that this goal may be achieved by awarding shares of stock to eligible officers and other key employees from time to time; and WHEREAS, the Participant has been designated by the Committee as an individual to whom shares of stock should be awarded under the Plan as determined from the duties performed, the initiative and industry of the Participant, the extraordinary nature of her service, and her potential contribution to the future development, growth and prosperity of the Company; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Participant agree as follows: 1. Award of Stock. The Company awards to the Participant an aggregate of _____________ shares of common stock of the Company ("Restricted Stock"), subject to the terms and conditions of this Agreement and the provisions of the Plan. All such provisions of the Plan, including the terms defined therein, are incorporated herein and are expressly made a part of this Agreement by reference. The Participant hereby acknowledges that she has received a copy of the Plan. 2. Issuance of Shares. The Participant shall have none of the rights of a shareholder with respect to the shares of Restricted Stock until such shares are issued to her. The Company shall not be required to issue or deliver any certificate(s) or shares of its stock awarded hereunder prior to the (i) completion of any registration or other qualification of such shares which the Company shall deem necessary or advisable under any federal or state law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, and (ii) obtaining of any approval or other clearance from any federal or state governmental agency or body which the Company shall determine to be necessary or advisable. The Company shall have no obligation to obtain the fulfillment of the conditions specified in the preceding sentence. 3. Restrictions Transferability and Forfeiture of Restricted Stock. (a) Restrictions on Transferability. No shares of Restricted Stock awarded under the Plan shall be assignable or transferable by the Participant except by will or by the laws of descent and distribution. The shares of Restricted Stock shall not be pledged or hypothecated in any way, nor shall they be subject to execution, attachment or similar process. Any attempt of assignment, transfer, pledge or other disposition of any shares of Restricted Stock in violation of this provision or the levy of execution, attachment or similar process upon any shares of Restricted Stock shall be null and void and without effect and shall cause the Restricted Stock to be forfeited. 1 (b) Vesting. (i) None of the shares of Restricted Stock shall vest until ____________. On _______________, the Participant shall become vested in one hundred percent (100%) of the shares of Restricted Stock. (ii) Notwithstanding the preceding provisions of this paragraph 3, upon the earlier to occur of (A) the Participant's death or (B) the Participant's permanent and total disability, as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, the restrictions on transferability shall thereupon immediately lapse and all shares of Restricted Stock subject to forfeiture under subparagraph (b) shall thereupon be fully vested and nonforfeitable; provided, however, in the event that the Participant's employment with the Company or any Subsidiary is terminated for any reason other than death or disability prior to the time any of the shares of Restricted Stock become vested in accordance with the provisions of (i) above, all of the unvested shares of Restricted Stock shall be forfeited, as provided in (iii) below, and shall thereupon revert to the Company. Transfer from the Company to a Subsidiary or vice versa or from one Subsidiary to another shall not be deemed termination of employment. (iii) If the Participant's termination of employment is for any reason other than "for cause" or on account of her permanent and total disability or death, all of the unvested shares of Restricted Stock shall be forfeited effective on the date of the Participant's termination of employment. If the Participant's employment is terminated "for cause", all of the unvested shares of Restricted Stock shall be forfeited effective on the date the Participant receives notice of her termination for cause. As used in the Plan and this Agreement, "for cause" shall be defined as (A) the willful and continued failure of a Participant to perform her required duties as an officer or employee of the Company or any Subsidiary, (B) action by a Participant involving willful misfeasance or gross negligence, (C) the requirement or direction of a federal or state regulatory agency having jurisdiction over the Company or any Subsidiary to terminate the employment of a Participant, (D) conviction of a Participant of the commission of any criminal offense involving dishonesty or breach of trust, or (E) any intentional breach by a Participant of a material term, condition or covenant of any agreement of employment, termination or severance or any other agreement between the Participant and the Company or any Subsidiary. (c) Change in Control of Company. Notwithstanding the provisions of subparagraphs (a) and (b) (i) through (iii), in the event of a Change in Control of the Company, (i) the restrictions on the transfer of all shares of Restricted Stock provided in subparagraph (a) above shall thereupon immediately lapse and (ii) all shares of Restricted Stock subject to forfeiture under subparagraph (b) (i) through (iii) shall thereupon become fully vested and nonforfeitable. 4. Pass-Through of Dividends and Voting Rights. The Participant shall be entitled to (i) receive all dividends payable and paid with respect to the Restricted Stock and (ii) exercise all voting rights associated with such Restricted Stock; provided, however, upon the transfer or other disposition of any shares of Restricted Stock by the Participant in violation of paragraph 3(a) or upon the forfeiture of any shares of Restricted Stock in accordance with paragraph 3(b), the Participant shall not be entitled to receive any dividends declared on or exercise any voting rights on or after the date the shares of Restricted Stock were transferred or forfeited. 5. Restrictive Legends. The Participant hereby declares that it is her intention to hold all shares acquired as a result of the award of Restricted Stock for investment and not with a view to resale or distribution to the public and agrees that, unless the Company elects to register such shares under applicable federal and state securities laws, all certificates for such shares shall bear a legend in substantially the following form: "The shares represented by this certificate have not been registered under the Securities Act of 1933, under the Indiana Securities Regulation Law, or under any other state securities laws. The shares may not be sold or transferred in the absence of registration or an exemption therefrom under the Securities Act of 1933 and under applicable state securities laws." The Participant also agrees that such shares shall bear the following legend to reflect the restrictions 2 provided for in paragraph 3 relating to restrictions on transferability and vesting: "The shares represented by this certificate have been issued pursuant to the terms and conditions contained in the 1993 Restricted Stock Plan of The National Bank of Indianapolis Corporation ("Plan") and a Restricted Stock Agreement between The National Bank of Indianapolis Corporation and the individual in whose name the shares have been issued ("Agreement"). The Plan and Agreement contain restrictions on the transferability of the shares and provide for the forfeiture of the shares unless certain requirements are met. The shares may not be sold, assigned, pledged or transferred except in conformance with the terms and conditions of the Plan and Agreement, copies of which are on file with the Secretary of the Corporation." 6. Participant's Representations. The Participant represents to the Company that (i) the terms and arrangements relating to the award of Restricted Stock and the offer thereof have been arrived at or made through direct communication with the Company or person acting in its behalf and the Participant; (ii) she has received a balance sheet and income statement of the Company and as a key employee of the Company or one of its Subsidiaries (A) is thoroughly familiar with its business affairs and financial condition and (B) has been provided with or has access to such information (and has such knowledge and experience in financial and business matters that she is capable of utilizing such information) as is necessary to evaluate the risks, and make an informed investment decision with respect to, this right and the stock to which it relates; (iii) she represents that the Restricted Stock is being acquired by her in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and that any shares acquired pursuant to the award will be acquired in good faith for investment purposes and not with a view to, or for sale in connection with, any distribution thereof. 7. Indemnity. The Participant hereby agrees to indemnify and hold harmless the Company and Committee against any and all losses, claims, damages, liabilities and expenses based upon or arising out of the incorrectness or alleged incorrectness of any representation made by him to the Company herein or any failure on the part of her to perform any agreements contained herein. 8. Financial Information. (a) Delivery of Financial Statements. The Company hereby undertakes to deliver to the Participant, at such time as they become available and so long as this Agreement is in effect, a balance sheet and income statement of the Company with respect to any fiscal year of the Company ending on or after the date hereof. (b) Collection of Withholding Taxes. The Company and its Subsidiaries shall also have the right to require payment to them from any person entitled to have shares of Restricted Stock of the Company vest in her pursuant to the Plan of the amount of tax or other charge required by law, or required to be withheld as a result of the vesting of shares of the Restricted Stock. 9. Conditions Precedent. In no event shall the Company be obligated to issue stock pursuant to this award until it is satisfied that all conditions precedent to the issue of such stock, as provided in the Plan, have been performed. 10. Changes in Stock. Subject to the provisions of Paragraph 3(c), in the event of any change in the common stock of the Company, as described in paragraph 9 of the Plan, the Committee shall make appropriate adjustment or substitution in the number, kind, and price of shares under this award, all as provided in the Plan. The Committee's determination in this respect shall be final and conclusive upon all parties. 11. Competition After Termination of Employment. Participant acknowledges and agrees that in the performance of her duties of employment with the Company she may be in contact with customers, potential customers and/or information about customers or potential customers of the Company either in person, through the mails, by telephone or by other electronic means. Participant also acknowledges and agrees that trade secrets and confidential information of the Company, more fully described in Section 11 of this Agreement, gained by Participant during her employment with the Company, have been developed by the Company through substantial 3 expenditures of time, effort and financial resources and constitute valuable and unique property of the Company. Participant further understands, acknowledges and agrees that the foregoing makes it necessary for the protection of the Company's business that Participant not divert business or customers from the Company and that Participant maintain the confidentiality and integrity of the Confidential Information as hereinafter defined. Participant agrees that she will not, during her employment by the Company and for a period of eighteen months after such employment ends, whether by action of Participant or the Company (the "Business Protection Period"), solicit, divert, entice or take away any customers, business, patronage or orders of the Company with whom Participant has had primary contact, involvement or responsibility during her employment with the Company, or attempt to do so, for the sale of any product or service that competes with a product or service offered by the Company. Nothing contained in this Section 11(a) shall preclude Participant from accepting employment with a company, firm, or business that competes with the Company so long as the Participant's activities do not violate the provisions of Section 11(a) or any of the provision of Sections 11(b) and 11(c) below. Participant agrees that she will not directly or indirectly at any time during the Business Protection Period solicit or induce or attempt to solicit or induce any employee of the Company to terminate his or her employment, representation or other association with the Company. Participant will keep in strict confidence, and will not, directly or indirectly, at any time during or after the term of this Agreement, disclose, furnish, disseminate, make available or use (except in the course of performing her duties of employment with the Company) any trade secrets or confidential business or technical information of the Company or its customers ( the "Confidential Information"), without limitation as to when or how Participant may have acquired such information. The Confidential Information shall include the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, pattern, compilation, program, device, method, technique or improvement, or any business information or plans, financial information, or listing of names, addresses or telephone numbers, including without limitation, information relating to the Company's customers or prospective customers, the Company's customer list, contract information including terms, pricing and services provided, information received as a result of customer contacts, the Company's products and processing capabilities, methods of operation, business plans, financials or strategy, and agreements to which the Company may be a party. The Confidential Information shall not include information that is or becomes publicly available other than as a result of disclosure by the Participant. Participant specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Participant and whether compiled by the Company and/or Participant, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been put forth by the Company to maintain the secrecy of such information, that such information is the sole property of the Company and that any retention and use of such information during or after the Participant's employment with the Company (except in the course of performing her duties of employment with the Company) shall constitute a misappropriation of the Company's trade secrets. Participant further agrees that, at the time of termination of this employment she will return to the Company, in good condition, all property of the Company, including, without limitation, the Confidential Information. In the event that said items are not so returned, the Company shall have the right to charge Participant for all reasonable damages, costs, attorney's fees and other expenses incurred in searching for, taking, removing, and/or recovering such property. In the event that the Participant is advised in writing by her legal counsel that she is required by subpoena or other legal process to disclose any of the Confidential Information, she shall promptly notify the Company of this situation and she shall promptly provide the Company with a written copy of the written advice of legal counsel so that the Company may seek a protective order or other appropriate remedy. If a protective order or other appropriate remedy is not obtained in a reasonable period of time, the Participant may furnish only that portion of the Confidential Information that she is advised by her legal counsel is legally required. 12. Effect of Headings. The descriptive headings of the Paragraphs of this Agreement are inserted for convenience and identification only and do not constitute a part of this Agreement for purposes of interpretation. 13. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by and construed in accordance with the internal law of the State of Indiana applicable to contracts made and to be performed entirely within such state. 4 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which collectively shall constitute one and the same instrument. IN WITNESS WHEREOF, the Company and the Participant have executed this Restricted Stock Agreement as of the day and year first above written. THE NATIONAL BANK OF INDIANAPOLIS CORPORATION By:_____________________________________ PARTICIPANT ________________________________________ 5