Exhibit 10.2
PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT ("Agreement") is made
effective as of _____________________, 200__, by and between
SYNOVUS FINANCIAL CORP., a Georgia corporation (the "Corporation"),
and ______________________________ ("Executive").
WHEREAS, Executive has been awarded _______ fully paid and
non-assessable shares of the Common Stock of the Corporation, par value $1.00
per share ("Restricted Shares"), pursuant to the terms and conditions of the
Corporation's 2002 Long-Term Incentive Plan ("Plan") and this Agreement; and
WHEREAS, the Restricted Shares will be held in an account at Mellon
Investor Services, LLC ("Mellon") for Executive until the shares become
transferable and non-forfeitable in accordance with the terms and conditions of
the Plan and this Agreement.
NOW, THEREFORE, in accordance with the provisions of the Plan and this
Agreement, Executive hereby agrees to the following terms and conditions:
1. Transfer of Shares; Custody of Restricted Shares
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The Corporation hereby transfers the Restricted Shares to Executive
subject to the terms and conditions set forth in the Plan and in this
Agreement. Effective upon the date of such transfer, Executive will be
the holder of record of the Restricted Shares and will have all rights
of a shareholder with respect to such shares (including the right to
vote such shares at any meeting at which the holders of the
Corporation's Common Stock may vote, the right to receive all dividends
declared and paid upon such shares and the right to exercise any rights
or warrants issued in respect of any such shares), subject only to the
terms and conditions set forth in the Plan and in this Agreement. The
Restricted Shares will be held in an account for Executive at Mellon,
who will hold the shares in accordance with the terms and conditions
set forth in the Plan and in this Agreement.
2. Restriction Against Transfer
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Neither the Restricted Shares nor any interest in the Restricted Shares
may be sold, assigned, transferred, pledged or hypothecated or
otherwise be disposed of or encumbered except at the time(s) and under
the circumstances specifically permitted or required by this Agreement
including, but not limited to, any pledge of the Restricted Shares. In
the event of any attempt to effect any action in contravention of the
next preceding sentence, then, any provision of this Agreement to the
contrary notwithstanding, such Restricted Shares shall thereupon be
forfeited to the Corporation.
3. Forfeiture Condition
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Any Restricted Shares which do not vest pursuant to the provisions of
Section 4 below will be forfeited to the Corporation, as more fully
provided in Section 4 below.
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4. Vesting of Restricted Shares
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(a) Vesting Conditions. The vesting of the Restricted Shares will occur
over a ______-year period of time, January 1, ____ to December 31, ____
(the "Vesting Period"), unless Executive becomes 100% vested pursuant
to this paragraph 4(a) or paragraph 4(c) before December 31, ____, in
which case the Vesting Period shall end earlier. Within 90 days after
the beginning of each calendar year during the Vesting Period, the
Compensation Committee will establish a performance goal for such
calendar year based upon the Corporation's earnings per share (each
such goal is hereinafter referred to as the "Performance Measure" for
the applicable year of the Vesting Period). If the Performance Measure
for an applicable year of the Vesting Period is attained, and if
Executive remains in the continuous employ of the Corporation or a
Subsidiary of the Corporation through December 31 of the applicable
year of the Vesting Period, then __% of the Restricted Shares will vest
as of the date the Compensation Committee determines that the
Performance Measure has been attained. Unless previously forfeited
pursuant to paragraphs 4(b) or (d), or vested pursuant to paragraph
4(c), any Restricted Shares that are not vested pursuant to the
provisions of this paragraph as a result of the attainment of
Performance Measures and continued employment during the Vesting Period
automatically will be forfeited to the Corporation.
(b) Effect of Voluntary Termination or Termination for Cause or
Suicide. If Executive's employment with the Corporation and its
Subsidiaries is terminated prior to the end of the Vesting Period: (i)
by Executive voluntarily or (ii) by the Corporation or a Subsidiary for
Cause or (iii) by Executive's death due to suicide before all
Restricted Shares vest pursuant to the provisions of paragraph 4(a)
above, then any Restricted Shares which are not vested at the time of
such termination will be forfeited to the Corporation on the date of
such termination.
(c) Effect of Death (Other Than by Suicide) or Disability. If
Executive's employment with the Corporation and its Subsidiaries
terminates prior to the end of the Vesting Period by reason of
Executive's death (other than by suicide) or Disability, then any
Restricted Shares which are not vested at the time of such termination
will become vested automatically.
(d) Effect of Retirement or Leave of Absence. If Executive's employment
with the Corporation and its Subsidiaries is terminated prior to the
end of the Vesting Period by reason of Executive's Retirement, then any
Restricted Shares which are not vested on the date of Executive's
Retirement will be forfeited to the Corporation on the date of such
Retirement, unless the Compensation Committee in its sole and exclusive
discretion determines otherwise. A leave of absence which is approved
in writing by the Compensation Committee with specific reference to
this Agreement will not be considered a termination of Executive's
employment with the Corporation and its subsidiaries for purposes of
this Section 4 or any other provision of this Agreement.
(e) No Forfeiture of Vested Shares. Any Restricted Share which vests
pursuant to the preceding provisions of this Section 4 will not
thereafter be forfeited. As soon as practicable after any Restricted
Shares vest pursuant to the preceding provisions of this Section 4,
Mellon will transfer or deliver such shares to Executive free of any
restrictions imposed pursuant to the terms and conditions set forth in
this Agreement, but not necessarily free of restrictions imposed by
applicable securities laws.
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5. Effect of Forfeiture
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Any Restricted Shares which are forfeited to the Corporation pursuant
to any provision of this Agreement will be surrendered and such shares
will thereupon be canceled. All of Executive's rights and interests in
and to such shares (including the purchase price, if any, paid for such
shares) will terminate upon such forfeiture without any payment of
consideration by the Corporation, unless otherwise determined by the
Committee.
6. General Provisions
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(a) Administration, Interpretation and Construction. The terms and
conditions set forth in this Agreement will be administered,
interpreted and construed by the Compensation Committee, whose
decisions will be final, conclusive and binding on the Corporation, on
Executive and on anyone claiming under or through the Corporation or
Executive. Without limiting the generality of the foregoing, any
determination as to whether an event has occurred or failed to occur
which causes the Restricted Shares to be forfeited pursuant to the
terms and conditions set forth in this Agreement, will be made in the
good faith but absolute discretion of the Compensation Committee. By
accepting the transfer of Restricted Shares, Executive irrevocably
consents and agrees to the terms and conditions set forth in this
Agreement and to all actions, decisions and determinations to be taken
or made by the Compensation Committee in good faith pursuant to the
terms and conditions set forth in this Agreement.
(b) Withholding. The Corporation will have the right to withhold from
any payments to be made to Executive (whether under this Agreement or
otherwise) any taxes the Corporation determines it is required to
withhold with respect to Executive under the laws and regulations of
any governmental authority, whether Federal, state or local and whether
domestic or foreign, in connection with this Agreement, including,
without limitation, taxes in connection with the transfer of Restricted
Shares or the lapse of restrictions on Restricted Shares. Failure to
submit any such withholding taxes shall be deemed to cause otherwise
lapsed restrictions on Restricted Shares not to lapse.
(c) Rights Not Assignable or Transferable. No rights under this
Agreement will be assignable or transferable other than by will or the
laws of descent and distribution, either voluntarily, or, to the full
extent permitted by law, involuntarily, by way of encumbrance, pledge,
attachment, levy or charge of any nature except as otherwise provided
in this Agreement. Executive's rights under this Agreement will be
exercisable during Executive's lifetime only by Executive or by
Executive's guardian or legal representative.
(d) Terms and Conditions Binding. The terms and conditions set forth in
the Plan and in this Agreement will be binding upon and inure to the
benefit of the Corporation, its successors and assigns, including any
assignee of the Corporation and any successor to the Corporation by
merger, consolidation or otherwise, and Executive, Executive's heirs,
devisees and legal representatives. In addition, the terms and
conditions set forth in the Plan and in this Agreement will be binding
upon and inure to the benefit of Mellon and its successors and assigns.
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(e) No Employment Rights. No provision of this Agreement or the Plan
will be deemed to confer upon Executive any right to continue in the
employ of the Corporation or a Subsidiary or will in any way affect the
right of the Corporation or a Subsidiary to dismiss or otherwise
terminate Executive's employment at any time for any reason with or
without cause, or will be construed to impose upon the Corporation or a
Subsidiary any liability for any forfeiture of Restricted Shares which
may result under this Agreement if Executive's employment is so
terminated.
(f) No Liability for Good Faith Business Acts or Omissions. Executive
recognizes and agrees that the Compensation Committee, the Board, or
the officers, agents or employees of the Corporation and its
Subsidiaries, in their oversight or conduct of the business and affairs
of the Corporation and its Subsidiaries, may in good faith cause the
Corporation or a Subsidiary to act, or to omit to act, in a manner that
may, directly or indirectly, prevent the Restricted Shares from
vesting. No provision of this Agreement will be interpreted or
construed to impose any liability upon the Corporation, a Subsidiary,
the Compensation Committee, Board or any officer, agent or employee of
the Corporation or a Subsidiary, for any forfeiture of Restricted
Shares that may result, directly or indirectly, from any such action or
omission.
(g) Recapitalization. In the event that Executive receives, with
respect to Restricted Shares, any securities or other property (other
than cash dividends) as a result of any stock dividend or split,
spin-off, recapitalization, merger, consolidation, combination or
exchange of shares or a similar corporate change, any such securities
or other property received by Executive will likewise be held by Mellon
and be subject to the terms and conditions set forth in this Agreement
and will be included in the term "Restricted Shares."
(h) Appointment of Agent. By accepting the transfer of Restricted
Shares, Executive irrevocably nominates, constitutes, and appoints
Mellon as Executive's agent for purposes of surrendering or
transferring the Restricted Shares to the Corporation upon any
forfeiture required or authorized by this Agreement. This power is
intended as a power coupled with an interest and will survive
Executive's death. In addition, it is intended as a durable power and
will survive Executive's disability.
(i) Legal Representative. In the event of Executive's death or a
judicial determination of Executive's incompetence, reference in this
Agreement to Executive shall be deemed, where appropriate, to
Executive's heirs or devises.
(j) Titles. The titles to sections or paragraphs of this Agreement are
intended solely for convenience and no provision of this Agreement is
to be construed by reference to the title of any section or paragraph.
(k) Plan Governs. The Restricted Shares are being transferred to
Executive pursuant to and subject to the Plan, a copy of which is
available upon request to the Corporate Secretary of the Corporation.
The provisions of the Plan are incorporated herein by this reference,
and all capitalized terms in this Agreement shall have the same
meanings given to such terms in the Plan. The terms and conditions set
forth in this Agreement will be administered, interpreted and construed
in accordance with the Plan, and any such term or condition which
cannot be so administered, interpreted or construed will to that extent
be disregarded.
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(l) Complete Agreement. This instrument contains the entire agreement
of the parties relating to the subject matter of this Agreement and
supersedes and replaces all prior agreements and understandings with
respect to such subject matter. The parties hereto have made no
agreements, representations or warranties relating to the subject
matter of this Agreement which are not set forth herein or incorporated
by reference.
(m) Amendment; Modification; Waiver. No provision set forth in this
Agreement may be amended, modified or waived unless such amendment,
modification or waiver shall be authorized by the Compensation
Committee and shall be agreed to in writing, signed by Executive and by
an officer of the Corporation duly authorized to do so. No waiver by
either party hereto of any breach by the other party of any condition
or provision set forth in this Agreement to be performed by such other
party will be deemed a waiver of a subsequent breach of such condition
or provision, or will be deemed a waiver of a similar or dissimilar
provision or condition at the same time or at any prior or subsequent
time.
(n) Governing Law. The validity, interpretation, performance and
enforcement of the terms and conditions set forth in this Agreement
will be governed by the laws of the State of Georgia, the state in
which the Corporation is incorporated, without giving effect to the
principles of conflicts of law of that state.
The Corporation has issued the Restricted Shares in accordance with the
foregoing terms and conditions and in accordance with the provisions of the
Plan. By signing below, Executive hereby agrees to the foregoing terms and
conditions of the Restricted Shares.
IN WITNESS WHEREOF, Executive has set Executive's hand and seal,
effective as of the date and year set forth above.
(L.S.)
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