EX 4.6
TC BANCSHARES, INC.
2022 EQUITY INCENTIVE PLAN
Restricted Stock Award Grant Notice
Participant Name: | _________ |
Company: | TC Bancshares, Inc. |
Notice: | A summary of the terms of your grant of Restricted Shares is set out in this notice (the “Grant Notice”) but subject always to the terms of the TC Bancshares, Inc. 2022 Equity Incentive Plan (the “Plan”) and the Restricted Stock Award Agreement (the “Award Agreement”). In the event of any inconsistency between the terms of this Grant Notice, the terms of the Plan and the Award Agreement, the terms of the Plan and the Award Agreement shall prevail. |
Type of Award: | Restricted Stock Award |
Stock: | Shares of common stock, $0.01 par value per share, of the Company |
Number of Shares of Stock Subject to Grant: |
_________ shares |
Grant Date: | _________ |
Vesting Schedule: | Restricted Shares granted will vest (i.e., restrictions shall lapse) in accordance with the following schedule, provided that you have provided continuous employment with or service as a director of the Company or any Participating Employer through each such vesting date: |
| No. of Shares _________ _________ _________ _________ _________ | Vesting Date [grant date] [1st anniversary of grant date] [2nd anniversary of grant date] [3rd anniversary of grant date] [4th anniversary of grant date] |
1
| In the event of a Change of Control, all unvested Restricted Shares will automatically vest in full immediately prior to the consummation of the Change of Control. In the event of termination of employment with, or service as a director to, the Company or any Participating Employer because of Participant’s death or disability, all unvested Restricted Stares will automatically vest in full immediately prior to such termination of employment or service. |
Acceptance: | You acknowledge receipt of, and understand and agree to, this Grant Notice, the Award Agreement and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Award Agreement and the Plan set forth the entire understanding between you and the Company or any Participating Employer regarding the Restricted Shares and supersede all prior oral and written Award Agreements on the subject. |
[Signatures appear on the following page.]
2
IN WITNESS WHEREOF, the Company and the Participant have duly executed and delivered this Grant Notice as of the Grant Date.
TC bancshares, inc.
|
| PARTICIPANT
| ||
By: |
|
|
| |
Print Name: |
|
| [Name] | |
Title: |
|
| Address: |
|
|
|
|
| |
|
|
|
|
Attachments:
3
TC bancshares, inc.
Restricted Stock Award Agreement
Pursuant to the Restricted Stock Grant Notice (the “Grant Notice”) and this Restricted Stock Award Agreement (this “Award Agreement”), TC Bancshares, Inc. (the “Company”) has granted the Participant, as identified in the Grant Notice, the number of restricted shares of the Company’s Common Stock under the Company’s 2022 Equity Incentive Plan (the “Plan”) indicated in the Grant Notice (the “Restricted Shares”). Capitalized terms not defined in this Award Agreement but defined in the Plan or the Grant Notice will have the same definitions as in the Plan or the Grant Notice, respectively.
4
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH RESTRICTED STOCK AWARD IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”
The Company shall remove or cause the removal of the foregoing legend as and to the extent of the lapse of the applicable Restrictions.
5
6
ATTACHMENT A
ELECTION UNDER SECTION 83(B)
OF THE INTERNAL REVENUE CODE OF 1986
The undersigned taxpayer hereby elects, pursuant to §83(b) of the Internal Revenue Code, to include in taxpayer’s gross income or alternative minimum tax income, as applicable, for the current taxable year, the amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the property described below:
Name:
Address:
SS#
_________ shares of Common Stock of TC Bancshares, Inc., a Georgia corporation (the “Company”), granted pursuant to a Restricted Stock Award under the Company’s Equity Incentive Plan.
The taxable year for which the election is made is calendar year .
The Restricted Shares are subject to a vesting schedule pursuant to which restrictions on transfer will lapse.
A copy of this statement has been furnished to the Company.
Dated: |
|
|
| Taxpayer: |
|
7