Exhibit 10.6
PREMIER FINANCIAL CORP.
2018 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
Grantee: |
|
Grant Date: |
|
Number of Shares of Restricted Stock Granted: |
|
Vesting Schedule: | 100% on the third anniversary of the Grant Date (the “Vesting Date”) |
This Restricted Stock Award Agreement (this “Agreement”) is made as the Grant Date set forth above by and between Premier Financial Corp., an Ohio corporation (the “Company”), and the Grantee identified above. Undefined capitalized terms used in this Agreement shall have the meanings set forth in the 2018 Equity Incentive Plan (the “2018 Plan”).
WHEREAS, the Company maintains the 2018 Plan pursuant to which Restricted Stock Awards may be granted to incent or compensate employees of the Company or an Affiliate.
WHEREAS, Grantee is, as of the Grant Date, an Employee of the Company or an Affiliate.
WHEREAS, the Committee has approved the issuance of this Agreement, and the grant of the Restricted Stock Award described in this Agreement, either directly or through a delegation of authority pursuant to Article III of the 2018 Plan.
NOW THEREFORE, in consideration of the mutual premises and obligations contained in this Agreement, the parties agree as follows:
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
If the Grantee is party to an employment, severance, change in control or other similar agreement with the Company or an Affiliate (an “Employment Agreement”) that incorporates a definition of “Cause”, that definition of “Cause”, as it may be amended, shall be used for purposes of this Agreement. If the Grantee is not party to an Employment Agreement, “Cause” shall have the meaning set forth in the 2018 Plan. The definition of “Good Reason” for purposes of this Agreement shall be the definition set forth in the 2018 Plan regardless of a comparable definition in an Employment Agreement.
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
Grantee is hereby provided notice that under the 2016 Defend Trade Secrets Act (DTSA): (1) no individual (consultant, contractor or employee) will be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret (as defined in the Economic Espionage Act that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and made solely for the purpose of reporting or investigation a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (2) an individual (consultant, contractor or employee) who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order; provided, however, that notwithstanding this immunity from liability, Grantee may be held liable if he unlawfully accesses trade secrets by unauthorized means.
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
Notwithstanding the forgoing, the provisions of this Section 7(b) shall not apply to general advertisements by any person, firm, corporation or other entity with which Grantee may be associated or other communications in any form of media not specifically targeting individuals or entities described in this Section 7(b).
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Grantee’s responsibility and the Company (i) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting or settlement of the PSUs or the subsequent sale of any shares, and (ii) does not commit to structure the Award to reduce or eliminate the Grantee’s liability for Tax-Related Items.
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
[SIGNATURES ON FOLLOWING PAGE]
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Grant Date set forth above.
GRANTEE
______________________________________
Signature
______________________________________
Print Name
______________________________________
Acceptance Date
PREMIER FINANCIAL CORP.
By: _________________________________
Name: _________________________________
Its: _________________________________
2018 Equity Incentive Plan – RSA Agr (Rev Feb 2023)