EXHIBIT 10(p)
OLD KENT FINANCIAL CORPORATION
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement is made as of June 20, 1994,
between OLD KENT FINANCIAL CORPORATION ("Old Kent") and ROBERT H.
WARRINGTON ("Employee"). Old Kent has awarded restricted stock to
Employee, and Employee accepts this restricted stock award subject to the
terms, conditions, and provisions contained in this Agreement.
1. AWARD. Old Kent hereby awards to Employee 6,000 shares of Old
Kent's common stock, $1 par value, subject to the terms, conditions, and
provisions contained in this Agreement (the "Restricted Stock"). The
Restricted Stock shall be awarded on the condition that Employee remain in
the employ of Old Kent, or one or more of its subsidiaries, during the
Restricted Periods (as defined below).
2. TRANSFERABILITY. The Restricted Stock is not transferable by
Employee, whether voluntarily or involuntarily, by operation of law or
otherwise, during any Restricted Period, except by will or by the laws of
descent and distribution or to Old Kent in the event of voluntary
termination or termination for cause. If any assignment, pledge, transfer,
or other disposition, voluntary or involuntary, of the Restricted Stock
shall be made during any Restricted Period, or if any attachment,
execution, garnishment, or lien shall be issued against or placed upon the
Restricted Stock, then Employee's right to the Restricted Stock shall
immediately cease and terminate, and Employee shall promptly surrender all
Restricted Stock awarded under this Agreement to Old Kent.
3. LAPSING OF RESTRICTIONS. Except as otherwise provided in this
Agreement, the restrictions imposed on the Restricted Stock awarded
pursuant to this Agreement shall lapse as follows: restrictions on one-third
(1/3) of the shares of Restricted Stock, rounded down to the next
whole share, shall lapse four years from the date of this Agreement;
restrictions on one-half (1/2) of the then remaining shares of Restricted
Stock, rounded down to the next whole share, shall lapse five years from
the date of this Agreement; and restrictions on the remaining Restricted
Stock shall lapse six years from the date of this Agreement. The periods
during which Restricted Stock is subject to restrictions imposed under this
Agreement are known as "Restricted Periods." Old Kent's Personnel
Committee may accelerate the lapsing of the restrictions on the Restricted
Stock at any time, in its sole discretion.
4. DEATH OR DISABILITY; OTHER TERMINATION; CHANGE IN CONTROL.
(a) DEATH OR DISABILITY. In the event of termination of
employment during any Restricted Period by reason of Employee's death
or disability, Employee's right to all of the Restricted Stock shall
vest as of the date of termination of employment, and the Restricted
Stock may be transferred free of any restrictions under this
Agreement, except for those restrictions described in Paragraph 8 of
this Agreement.
(b) CHANGE IN CONTROL. In the event of a Change in Control
during any Restricted Period, Employee's right to all of the
Restricted Stock shall vest as of the date of the Change in Control,
and the Restricted Stock may be transferred free of any restrictions
under this Agreement, except for those restrictions described in
Paragraph 8 of this Agreement; PROVIDED, HOWEVER, that if the vesting,
when considered with all other payments and benefits from Old Kent to
Employee, constitutes a "parachute payment," as defined in
Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended,
then Employee's right to the Restricted Stock shall vest only to the
extent that the aggregate present value of all payments and benefits
in the nature of compensation to which Section 280G(b)(2) applies does
not exceed 299 percent of the Employee's Average Annual Compensation.
For purposes of this Agreement, (i) a "Change in Control" means a
change in control of Old Kent of a nature that would be required to be
reported in response to Item 5(f) of Schedule 14A promulgated under
the Securities Exchange Act of 1934 (the "Exchange Act"), provided
that, without limitation, such a change in control shall be deemed to
have occurred if (A) any "person", as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act, is or becomes the
beneficial owner, directly or indirectly, of securities of Old Kent
representing twenty-five percent or more of the combined voting power
of Old Kent's then outstanding securities, or (B) during any period of
two consecutive years, individuals who at the beginning of such period
constitute the Board of Directors of Old Kent cease for any reason to
constitute at least a majority of the Board (unless the election or
nomination for election by Old Kent's shareholders of each new
director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of
the period); and (ii) "Average Annual Compensation" means the
annualized average of Employee's gross income for federal income tax
purposes during the five-year period ending on the last day of Old
Kent's taxable year preceding the date of the Change in Control.
(c) OTHER TERMINATION. In the event of termination of
employment during any Restricted Period for any reason other than
death, disability, or after a Change in Control during a Restricted
Period, Employee's right to the Restricted Stock shall cease and
terminate as of the date of termination, and Employee shall promptly
surrender to Old Kent all Restricted Stock.
5. EMPLOYMENT BY OLD KENT. The award of Restricted Stock under this
Agreement shall not impose on Old Kent or any subsidiary any obligation to
retain Employee in its employ for any given period or upon any specific
terms of employment. Old Kent or any subsidiary may at any time dismiss
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Employee from employment, free from any liability or claim, unless
otherwise expressly provided in any written agreement with Employee.
6. SHAREHOLDER RIGHTS. During the Restricted Periods, Employee
shall have all rights as a shareholder with respect to the Restricted Stock
awarded under this Agreement, including (i) the right to vote such shares
at shareholders' meetings, (ii) the right to receive all cash dividends
paid with respect to such stock, and (iii) the right to participate with
respect to the Restricted Stock in any stock dividend, stock split,
recapitalization, or other adjustment in the capital stock of Old Kent, or
any merger, consolidation, or other reorganization involving any increase,
decrease, or adjustment in Old Kent's capital stock. Any shares or other
security received as a result of any stock dividend, stock split, or
reorganization shall be subject to the same terms, conditions, and
restrictions as those relating to the Restricted Stock awarded under this
Agreement. After the restrictions applicable to the Restricted Stock
lapse, Employee shall have all shareholder rights, including the right to
transfer the shares, subject to such conditions as Old Kent may reasonably
specify to ensure compliance with federal and state securities laws.
7. WITHHOLDING. Old Kent or one of its subsidiaries shall be
entitled to (i) withhold and deduct from Employee's future wages (or from
other amounts that may be due and owing to Employee from Old Kent or a
subsidiary), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any and all federal, state, and local
withholding and employment-related tax requirements attributable to the
Restricted Stock awarded under this Agreement, including, without
limitation, the award or vesting of, or payments of dividends with respect
to, the Restricted Stock; or (ii) require Employee promptly to remit the
amount of such withholding to Old Kent or a subsidiary before taking any
action with respect to the Restricted Stock. Unless Old Kent's Personnel
Committee provides otherwise, withholding may be satisfied by delivery to
Old Kent or a subsidiary of shares of common stock of Old Kent equivalent
in value to the withholding obligation, which shares may be, but need not
be, shares of Restricted Stock as to which restrictions have lapsed or will
lapse.
8. SECURITIES LAWS. Employee hereby represents and warrants that
Employee is acquiring the Restricted Stock awarded under this Agreement for
his own account and investment and without any intent to resell or
distribute the Restricted Stock. Employee further agrees not to make any
sale, transfer, or other disposition of the Restricted Stock after any
Restricted Period except upon such conditions as Old Kent may reasonably
specify to ensure compliance with federal and state securities laws.
9. LEGEND. The certificates evidencing the shares of Restricted
Stock awarded pursuant to this Agreement shall bear the following legend:
The shares represented by this certificate were issued subject to
certain restrictions contained in a restricted stock agreement,
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and this certificate is held subject to the terms and conditions
contained in the restricted stock agreement. The terms and
conditions include a prohibition against the sale or transfer of
the stock represented by this certificate except in compliance
with that agreement.
10. EFFECTIVE DATE. This award of Restricted Stock shall be
effective as of the date first set forth above.
OLD KENT FINANCIAL CORPORATION
By /S/ MARTIN J. ALLEN, JR.
Martin J. Allen, Jr.
Its Sr. Vice President & Secretary
Employee:
/S/ ROBERT H. WARRINGTON
Signature Robert H. Warrington,
Employee
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